exhibit10_1.htm


     

    
      

      

    

    
 

    Exhibit
      10.1

    


    SHARE
      EXCHANGE AGREEMENT

     

    This
      share exchange agreement is made effective as of the 10th
      day of January, 2008.

     

    AMONG:

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

    -
      and
      -

     

    INTERAMERICAN
      GAMING
      CORP., a corporation incorporated under the laws of the State of
      Nevada ("IAGC")

     

    -
      and
      -

     

    THE
      SELLING
      SHAREHOLDERS named in Schedule "A" of this Agreement (the "IAGC
      Shareholders")

     

    WHEREAS
      the IAGC
      Shareholders are
      the
      registered and beneficial holders of, in the aggregate and individually as
      set
      forth opposite their respective names in the attached Schedule "A", 13,500,000
      IAGC Shares being all of the currently issued and outstanding securities of
      IAGC;

     

    AND
      WHEREAS the
      parties wish to enter into this Agreement to set forth the terms upon which
      the
      Purchaser will purchase the Purchased Shares in exchange for the Share Exchange
      Securities.

     

    NOW
      THEREFORE in
      consideration of the covenants, agreements, representations, warranties and
      payments herein set forth and provided for, the parties hereto respectively
      covenant and agree as set forth below.

     

    NOW
      THEREFORE THIS
      AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and
      agreements herein contained and for other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree with each other as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE I

    DEFINITIONS

     

    1.1           
      Definitions.
      In this Agreement, unless there is something in the context or subject
      matter inconsistent therewith, the following words and terms set forth in this
      Article I shall
      have the following meanings:

     

    
      	
               

            	
              (a)

            	
              "1933
                Act"
                means the United States Securities Act of 1933, as amended, and
                regulations and rules issued pursuant to that Act;
                

            


    

     

    
      	
               

            	
              (b)

            	
              "1934
                Act"
                means the United States Securities Act of 1934, as amended, and
                regulations and rules issued pursuant to that Act;
                

            


    

     

    
      	
               

            	
              (c)

            	
              "Agreement"
                means this share exchange agreement and all instruments supplemental
                hereto or in amendment or confirmation hereof; "herein", "hereof'
                and
                similar expressions mean and refer to this Agreement and not to any
                particular article, section, clause or subclause; and "Article",
                "Section", "clause" or "subclause" means and refers to the specified
                article, section, clause or subclause of this Agreement;
                

            


    

     

    
      	 	(d)	 "Business
              Day" means a day other than a Saturday, Sunday or statutory holiday
              on which the principal commercial banks located in Toronto, Ontario,
              are
              open for business during normal banking
              hours;


    

     

    
      	
               

            	
              (e)

            	
              "Closing"
                means the completion of the Share Exchange, which shall take place
                on the
                Closing Date at the offices of Fogler, Rubinoff LLP in Toronto, Ontario;
                

            


    

     

    
      	
               

            	
              (f)

            	
              "Closing
                Date" means a date to be agreed to between the parties hereto
                for
                the completion of the transactions contemplated by this Agreement;
                

            


    

     

    
      	
               

            	
              (g)

            	
              "Closing
                Time" means 10:00 a.m. on the Closing Date;
                

            


    

     

    
      	
               

            	
              (h)

            	
              "Code"
                means the United States Internal Revenue Code of 1986, as amended,
                and the
                regulations and published interpretations thereunder;
                

            


    

     

    
      	
               

            	
              (i)

            	
              "Encumbrance"
                means any claim, lien, security interest, mortgage, pledge, charge,
                encumbrance or other right of a third party of any nature or kind
                whatsoever, howsoever created; 

            


    

     

    
      	
               

            	
              (j)

            	
              "Foundation
                Venture" means Foundation Venture Leasing Inc., a corporation
                incorporated pursuant to the laws of the Province of Ontario;
                

            


    

     

    
      	
               

            	
              (k)

            	
              "Governmental
                Body" means any: 

            


    

     

    
      	
               

            	
              (i)

            	
              nation,
                state, county, city, town, village, district, or other jurisdiction
                of any
                nature; 

            


    

     

    
      	
               

            	
              (ii)

            	
              federal,
                state, local, municipal, foreign, or other government;
                

            


    

     

    
      	
               

            	
              (iii)

            	
              governmental
                or quasi-governmental authority of any nature (including any governmental
                agency, branch, department, official, or entity and any court or
                other
                tribunal); or 

            


    

     

    
      	
               

            	
              (iv)

            	
              body
                exercising, or entitled to exercise, any administrative, executive,
                judicial, legislative, police, regulatory, or taxing authority or
                power of
                any nature. 

            


    

     

    
      	
               

            	
              (l)

            	
              "IAGC"
                means InterAmerican Gaming Corp., a corporation incorporated pursuant
                to
                the laws of State of Nevada; 

            


    

     

    
      	
               

            	
              (m)

            	
              "IAGC
                Business" means the business previously and heretofore carried on
                by IAGC and any predecessors; 

            


    

     

    
      	
               

            	
              (n)

            	
              "IAGC
                Share" means one fully paid and non-assessable common share in the
                capital
                of IAGC; 

            


    

     

    
      	
               

            	
              (o)

            	
              "Legal
                Requirement" means any federal, state, local, municipal, foreign,
                international, multinational, or other administrative order, constitution,
                law, ordinance, principle of common law, regulation, statute, or
                treaty
                including, without limitation, those of the SEC;
                

            


    

     

    
      	
               

            	
              (p)

            	
              "Material
                Adverse
                Effect" in respect of a Person means any change, effect, event,
                occurrence, condition or development that has or could reasonably
                be
                expected to have, individually or in the aggregate, a material adverse
                impact on the business, operations, results of operations, assets,
                capitalization or financial condition of such Person;
                

            


    

     

    
      	
               

            	
              (q)

            	
              "Person"
                means an individual, corporation, partnership, unincorporated syndicate,
                unincorporated organization, trust, trustee, executor, administrator
                or
                other legal representative; 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (r)

            	
              "Racino"
                means Racino Royale Inc., a corporation incorporated pursuant to
                the laws
                of the State of Nevada; 

            


    

     

    
      	
               

            	
              (s)

            	
              "Racino
                Business" means the business previously and heretofore carried on
                by Racino and any predecessors; 

            


    

     

    
      	
               

            	
              (t)

            	
              "Racino
                Share" means one fully paid and non-assessable common share in
                the
                capital of Racino; 

            


    

     

    
      	
               

            	
              (u)

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

            


    

     

    
      	
               

            	
              (v)

            	
              "Securities
                Act" means the Securities
                Act (Ontario), as may be amended from time to time, and any
                successors thereto; 

            


    

     

    
      	
               

            	
              (w)

            	
              "Share
                Exchange" means the exchange of IAGC Shares for Racino Shares in
                accordance with Section "A" hereof;


            


    

     

    
      	
               

            	
              (x)

            	
              "Tax"
                or
                "Taxes"
                means any and all taxes (whether federal, state, local or foreign)
                including without limitation, income, gross receipts, license, payroll,
                employment, excise, severance, stamp, occupation, premium, environmental,
                customs, vehicle or other title or registration, capital stock, franchise,
                employees’ income withholding, foreign or domestic withholding, social
                security, unemployment, disability, real property, personal property,
                sales, use, transfer, value added, alternative, add-on minimum and
                other
                tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever
                and any interest, penalty, addition or additional amount thereon
                imposed,
                assessed or collected by or under the authority of any Governmental
                Body
                or payable under any tax-sharing agreement or any other contract;
                

            


    

     

    
      	
               

            	
              (y)

            	
              "Tax
                Return" means any return (including any information return),
                report, statement, schedule, notice, form, or other document or
                information filed with or submitted to, or required to be filed with
                or
                submitted to, any Governmental Body in connection with the determination,
                assessment, collection, or payment of any Tax or in connection with
                the
                administration, implementation, or enforcement of or compliance with
                any
                Legal Requirement relating to any Tax; and


            


    

     

    
      	
               

            	
              (z)

            	
              "Third
                Party" means any Person other than the parties to this Agreement;
                

            


    

     

    1.2           
      Currency.
Unless
      otherwise indicated, all dollar amounts referred to in this
      Agreement are in United States dollars.

     

    1.3           
      Number and
      Gender. Where the context requires, words imparting the singular shall
      include the plural and vice versa, and words imparting gender shall include
      all
      genders.

     

    1.4           
      Headings.
Article
      and Section headings contained in this Agreement are included
      solely for convenience, are not intended to be full or accurate descriptions
      of
      the content thereof and shall not be considered part of this Agreement or affect
      the construction or interpretation of any provision hereof.

     

    ARTICLE II

     

    EXCHANGE
      OF
      SHARES 

     

    2.1           
      IAGC
      Shares.
Subject
      to all of the terms and conditions hereof and in reliance on the
      representations and warranties set forth or referred to herein, at the Closing
      Time each of the IAGC Shareholders severally agrees to exchange, transfer and
      assign all IAGC Shares he or it owns or will own at the Closing Time (being
      the
      number set out opposite his or its name in the attached Schedule "A") to Racino
      in consideration of the issuance by Racino of that number of fully paid, issued
      and outstanding Racino Shares to be allocated to the IAGC Shareholders in the
      amounts outlined in Schedule "A" based on one Racino Share for each IAGC Share
      (the "Share
      Exchange").

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.2           
      Effective Date.
      The Share Exchange shall all take effect at and from the Closing
      Time.

     

    2.3           
      Hold Period and Legend

     

    
      	
               

            	
              (i)

            	
              Hold
                Period 

            


    

     

    
      	
               

            	
              (A)

            	
              The
                IAGC Shareholders acknowledge that the Racino Shares issued pursuant
                to
                the Share Exchange are subject to a "hold period" under applicable
                securities laws and that they will not be able to resell the Racino
                Shares
                until expiration of the applicable "hold period" except in accordance
                with
                limited exemptions under applicable securities legislation and regulatory
                policy and compliance with certain other requirements of applicable
                law.
                

            


    

     

    
      	
               

            	
              (B)

            	
              Racino
                acknowledges that the IAGC Shares assigned to Racino pursuant to
                the Share
                Exchange are subject to a "hold period" under applicable securities
                laws
                and that they will not be able to resell the IAGC Shares until expiration
                of the applicable "hold period" except in accordance with limited
                exemptions under applicable securities legislation and regulatory
                policy
                and compliance with certain other requirements of applicable law.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                certificates evidencing the Racino Shares issued to IAGC Shareholders
                in
                the Share Exchange shall bear the following legend until such time
                as (i)
                such Racino Shares are sold pursuant to an effective registration
                statement under the 1933 Act, (ii) such Racino Shares are eligible
                for
                resale in reliance on paragraph (k) of Rule 144 under the 1933 Act,
                or
                (iii) the IAGC Shareholders or any transferee thereof delivers an
                opinion
                of counsel reasonably acceptable to Racino to the effect that such
                legend
                is no longer required under the 1933 Act:


            


    

     

    
      	
               

            	
              (A)

            	
              For
                Canadian resident IAG Shareholders 

            


    

     

    "UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY IN CANADA BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY
      AFTER
      THE LATER OF (I) DECEMBER ►,
      2007 AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE
      OR
      TERRITORY IN CANADA."

     

    
      	
               

            	
              (B)

            	
              For
                all IAG Shareholders 

            


    

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  AS SUCH, THEY MAY NOT
      BE SOLD IN THE UNITED STATES WITHOUT FIRST BEING REGISTERED UNDER THE ACT OR
      BEING SOLD IN COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION SUCH AS RULE
      144.  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
      SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT, AND WILL, UNTIL
      SUCH TIME AS THEY ARE REGISTERED FOR RESALE UNDER THE ACT, REQUIRE WRITTEN
      RELEASE FROM EITHER THE ISSUING COMPANY OR THEIR ATTORNEY PRIOR TO THE REMOVAL
      OF THIS LEGEND."

     

    
      	
               

            	
              (iii)

            	
              The
                IAGC shareholders further acknowledge that they should consult their
                own
                legal counsel in their jurisdiction for full particulars of applicable
                resale restrictions. 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              2.4

            	
              Share
                Capital.
                For greater certainty, the parties acknowledge that after
                the
                Closing: 

            


    

     

    
      	
               

            	
              (a)

            	
              there
                will be, on a non-diluted basis, an aggregate of 46,723,886 Racino
                Shares
                issued and outstanding, of which an aggregate of 13,500,000 Racino
                Shares
                (28.89%) shall be held by the IAGC Shareholders and an aggregate
                of
                33,223,886 Racino Shares (71.11%) shall be held by the current
                shareholders of Racino; and 

            


    

     

    
      	
               

            	
              (b)

            	
              the
                only other securities of Racino issued and
                outstanding shall be the warrants referred to in Section 3.1(e)(ii).


            


    

     

    2.5           
      Roll
      Over.   Racino agrees that it shall execute and file a joint
      election with any IAGC Shareholder who so requests pursuant to sub-section
      85(1)
      of the Income
      Tax Act (Canada) and any similar provision of provincial law as may be
      necessary as prepared by such IAGC Shareholder in prescribed form and within
      the
      prescribed time.  Such joint election shall designate that the
      proceeds of disposition to such IAGC Shareholder for the IAGC Shares
      and
      the cost of acquisition to Racino for the IAGC Shares shall be the IAGC
      Shareholder's cost amount, as such term is defined under the Income Tax
      Act
      (Canada) (or such other amount as the IAGC Shareholder may properly
      determine).

     

    ARTICLE III

     

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1           
      Representations
      and Warranties of Racino. Racino hereby represents and warrants to IAGC
      and the IAGC Shareholders that:

     

    
      	
               

            	
              (a)

            	
              Due
                Incorporation.  Racino is a corporation incorporated and
                subsisting under the laws of the State of Nevada, has all requisite
                corporate power to own its properties and to conduct its business
                as it is
                presently being conducted and is registered or otherwise qualified
                to
                carry on business in all jurisdictions in which the nature of its
                assets
                or business makes such registration or qualification necessary or
                advisable. 

            


    

     

    
      	
               

            	
              (b)

            	
              Corporate
                Power
                and Capacity.  Racino has full legal capacity and
                corporate power to enter into this Agreement and to take, perform
                or
                execute all proceedings, acts and instruments necessary or advisable
                to
                consummate the actions and transactions contemplated in this
                Agreement;  all necessary corporate action has been taken, or
                will be taken prior to the Closing Date, by or on the part of Racino
                to
                authorize the execution and delivery of this Agreement, and the taking,
                performing or executing of such proceedings, acts and instruments
                as are
                necessary or advisable for consummating the actions and transactions
                contemplated in this Agreement and for fulfilling its obligations
                hereunder. 

            


    

     

    
      	
               

            	
              (c)

            	
              Due
                Execution and
                Delivery.  This Agreement has been duly executed and
                delivered on behalf of Racino and constitutes a legal, valid and
                binding
                obligation of it, enforceable against it in accordance with its terms,
                except as such terms may be limited by bankruptcy, insolvency,
                reorganization or other laws relating to the enforcement of creditors'
                rights generally. 

            


    

     

    
      	
               

            	
              (d)

            	
              No
                Violation. Neither the execution nor delivery of this Agreement,
                nor the consummation of the transactions contemplated hereby, nor
                compliance with and fulfillment of the terms and provisions of this
                Agreement will conflict with or result in a breach of the terms,
                conditions or provisions of, or constitute a default under:
                

            


    

     

    
      	
               

            	
              (i)

            	
              any
                of the constating documents or by-laws of Racino; or
                

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                instrument, agreement, mortgage, judgment, order, award, decree or
                other
                instrument or restriction to which Racino is a party of or by which
                it is
                bound; or 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (iii)

            	
              create
                or result in the imposition of any Encumbrance on any of the assets
                of
                Racino or any of the Racino Shares; or


            


    

     

    
      	
               

            	
              (iv)

            	
              violate
                any applicable laws, rules or regulations.


            


    

     

    
      	
               

            	
              (e)

            	
              Capitalization.

            


    

     

    
      	
               

            	
              (i)

            	
              The
                authorized capital of Racino consists of 100,000,000 common shares,
                of
                which 33,223,886 common shares are presently issued and outstanding.
                All
                of the presently issued and outstanding common shares of Racino have
                been
                validly allotted and issued and are outstanding as fully-paid and
                non-assessable shares. 

            


    

     

    
      	
               

            	
              (ii)

            	
              Racino
                has 500,000 warrants outstanding, with each warrant entitling its
                holder
                to purchase one Racino Share at $0.10 per share until June 19, 2009.
                

            


    

     

    
      	
               

            	
              (iii)

            	
              Racino
                has no reserved securities or other securities
                outstanding other than the warrants referred to in 3.1(e)(ii) above.
                

            


    

     

    
      	
               

            	
              (f)

            	
              Principal
                Shareholder.  As at the date hereof, the only beneficial
                holders holding more than 5% of the outstanding Racino Shares is
                ETIFF
                Holdings, LLC. 

            


    

     

    
      	
               

            	
              (g)

            	
              Consents.  Other
                than any required regulatory approvals, as the case may be, no consent,
                licence, approval, order or authorization of, or registration, filing
                or
                declaration with any governmental authority that has not been obtained
                or
                made by Racino and no consent of any Third Party is required to be
                obtained by Racino in connection with the execution, delivery and
                performance by Racino of this Agreement or the consummation of the
                transactions contemplated hereby; and the issuance of Racino Shares
                to the
                IAGC Shareholders will not result in the loss of any regulatory consent,
                licence, approval, order, authorization or registration materially
                benefiting Racino. 

            


    

     

    
      	
               

            	
              (h)

            	
              Litigation.  There
                is no action, lawsuit, claim, proceeding, or investigation pending
                or, to
                the best knowledge of Racino, threatened against, relating to or
                affecting
                Racino before any court, government agency, or any arbitrator of
                any kind,
                and Racino is not aware of any existing ground on which any such
                proceeding might be commenced with any reasonable likelihood of success
                and there is not presently outstanding against Racino any judgment,
                decree, injunction, rule or order of any court, governmental agency,
                or
                arbitrator relating to or affecting Racino in connection with Racino
                Business. 

            


    

     

    
      	
               

            	
              (i)

            	
              SEC
                Filings.
                Racino has filed all forms, reports and documents required
                to be
                filed with the SEC since the initial filing date of the registration
                for
                the Racino Shares on Form 10-SB under the 1934 Act. All such required
                forms, reports and documents (including those that Racino may file
                subsequent to the date hereof) are referred to herein as the "Racino
                SEC
                Reports". As of their respective dates, Racino SEC Reports (i) were
                prepared in accordance with the requirements of the 1933 Act or the
                1934
                Act, as the case may be, and the rules and regulations of the SEC
                thereunder applicable to such Racino SEC Reports, and (ii) did not
                at the
                time they were filed (or if amended or superseded by a filing prior
                to the
                date of this Agreement, then on the date of such filing) contain
                any
                untrue statement of a material fact or omit to state a material fact
                required to be stated therein or necessary in order to make the statements
                therein, in the light of the circumstances under which they were
                made, not
                misleading. 

            


    

     

    
      	
               

            	
              (j)

            	
              Trading
                of Racino
                Shares.  The Racino Shares are trading on the NASD's OTC
                Bulletin Board under the symbol "RCNR".


            


    

     

    
      	 	(k) 	 Taxes.  Racino
              (i) has accurately and timely prepared and filed all foreign, federal,
              state and local income and all other Tax Returns required by any
              jurisdiction to which it is subject, (ii) has paid all Taxes that are
              material in amount, shown or determined to be due on such returns,
              reports
              and declarations, except those being contested in good faith, with
              respect
              to which adequate reserves have been set aside on the books of Racino
              and
              (iii) has set aside on its books provisions reasonably adequate for
              the
              payment of all Taxes for periods subsequent to the periods to which
              such
              Tax Returns, reports or declarations apply, except, in the case of
              clauses
              (i) and (ii) above, where the failure to so pay or file any such Tax
              would
              not result in a Material Adverse Effect.  There are no unpaid
              Taxes in any material amount claimed to be due by the taxing authority
              of
              any jurisdiction.
	 	
              
                 

              

            	
               

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               

            	
              (l)

            	
              Books
                and
                Records.  The books of account, minute books, stock
                record books and other records of Racino, all of which have or will
                been
                made available to IAGC and the IAGC Shareholders, are complete and
                correct. 

            


    

     

    
      	
               

            	
              (m)

            	
              Title
                to
                Properties.  Racino owns all the properties and assets
                (whether tangible or intangible) that it purports to own located
                in the
                facilities owned or operated by Racino or reflected as owned by it
                in the
                books and records of Racino (except for assets held under capitalized
                leases in the ordinary course of Racino Business).
                

            


    

     

    
      	
               

            	
              (n)

            	
              Intellectual
                Property.  Racino
                owns or possesses adequate enforceable rights to use all patents,
                patent
                applications, trademarks, service marks, copyrights, trade secrets,
                processes or formulations (including software) used in the conduct
                of the
                Racino Business, and to the best of the knowledge of Racino, the
                conduct
                of the Racino Business does not infringe upon the trademarks, trade
                names,
                service marks or copyrights, trade secrets, know-how, designs or
                other
                proprietary rights or technology, domestic or foreign, of any other
                Person. 

            


    

     

    
      	
               

            	
              (o)

            	
              Financial
                Statements.

            


    

     

    
      	
               

            	
              (i)

            	
              The
                audited financial statements of Racino, as filed on EDGAR, for the
                fiscal
                years ended September 30, 2006 and 2005 are substantially true and
                correct
                in every material respect and present fairly the financial position
                of
                Racino and the results of its operations for the fiscal years described
                therein; and 

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                unaudited interim financial statements of Racino for the nine months
                ended
                June 30, 2007 and 2006, as filed on EDGAR, are substantially true
                and
                correct in every material respect and present fairly the financial
                position of Racino and the results of its operations for the periods
                described therein. 

            


    

     

    
      	
               

            	
              (p)

            	
              Liabilities.  There
                are no liabilities, contingent or otherwise, of Racino which have
                not been
                disclosed in Racino's financial statements or in writing to IAGC
                and the
                IAGC Shareholders, and Racino has not guaranteed, or agreed to guarantee,
                any debt, liability or other obligation of any Person.
                

            


    

     

    
      	
               

            	
              (q)

            	
              Investment
                Intent. 

            


    

     

    
      	
               

            	
              (i)

            	
              Racino
                is acquiring the IAGC Shares for its own account with the present
                intention of holding such securities for purposes of investment,
                and has
                no intention of selling such securities in a public distribution
                in
                violation of the federal securities laws or any applicable state
                securities laws. Racino understands that the IAGC Shares are “restricted
                securities” as defined in Rule 144 under the 1933 Act, and have not been
                registered pursuant to the provisions of the 1933 Act, inasmuch as
                the
                proposed purchase of the IAGC Shares is taking place in a transaction
                not
                to involving any public offering. 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (ii)

            	
              Racino
                is knowledgeable, experienced and sophisticated in financial and
                business
                matters and is able to evaluate the risks and benefits of the investment
                in the IAGC Shares. 

            


    

     

    
      	
               

            	
              (iii)

            	
              Racino
                is able to bear the economic risk of the investment in the IAGC Shares
                for
                an indefinite period of time because the IAGC Shares have not been
                registered under the 1933 Act and, therefore, cannot be sold unless
                subsequently registered under the 1933 Act or an exemption from such
                registration is available. 

            


    

     

    
      	
               

            	
              (iv)

            	
              Racino
                has been furnished or otherwise had full access to such other information
                concerning IAGC as requested and that was necessary to enable them
                to
                evaluate the merits and risks of an investment in IAGC, and after
                a review
                of this information, has had an opportunity to ask questions and
                receive
                answers concerning the financial condition and business of IAGC and
                the
                terms and conditions of the securities purchased hereunder, and has
                had
                access to and has obtained such additional information concerning
                IAGC and
                the securities as they deemed necessary.


            


    

     

    
      	
               

            	
              (r)

            	
              Conflict
                of
                Interest. 

            


    

     

    
      	
               

            	
              (i)

            	
              Racino
                acknowledges that it has been advised that Foundation Venture is
                a
                significant shareholder of each of Racino and IAGC.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              Racino
                represents that the board of directors of Racino independent of Foundation
                Venture have reviewed and approved the Share Exchange in light of
                Foundation's shareholdings in both Racino and IAGC.
                

            


    

     

    
      	
               

            	
              (s)

            	
              Further
                Assurances.  Racino does not know of any fact which, if
                known to the IAGC Shareholders, would deter them from consummating
                the
                transactions contemplated herein.


            


    

     

    3.2           
      Representations
      and Warranties of IAGC and the IAGC Shareholders.  Each of IAGC
      and the IAGC Shareholders jointly and severally hereby represents and warrants
      to Racino that:

     

    
      	
               

            	
              (a)

            	
              Due
                Incorporation.  IAGC is incorporated and subsisting under
                the laws of the State of Nevada, has all legal capacity and requisite
                corporate power to own its properties and to conduct its business
                as
                presently being conducted and is registered or otherwise qualified
                to
                carry on business in all jurisdictions in which the nature of its
                assets
                or business makes such registration or qualification necessary or
                advisable. 

            


    

     

    
      	
               

            	
              (b)

            	
              Corporate
                Power
                and Authority.  Each of IAGC and the IAGC Shareholders
                has the full legal capacity and corporate power, where applicable,
                to
                enter into this Agreement and to take, perform or execute all proceedings,
                acts and instruments necessary or advisable to consummate the other
                actions and transactions contemplated in this Agreement and to fulfill
                its
                respective obligations under this Agreement.
                

            


    

     

    
      	
               

            	
              (c)

            	
              Due
                Execution.  This Agreement has been duly executed and
                delivered by each of IAGC and the IAGC Shareholders and this Agreement
                constitutes a legal, valid and binding obligation of each of IAGC
                and the
                IAGC Shareholders enforceable against each of IAGC and the IAGC
                Shareholders in accordance with its terms, except as such terms may
                be
                limited by bankruptcy, insolvency, re-organization or other laws
                relating
                to the enforcement of creditors' rights generally.
                

            


    

     

    
      	
               

            	
              (d)

            	
              No
                Violation.  Neither the execution, nor delivery of this
                Agreement, nor the consummation of the transactions contemplated
                hereby,
                nor compliance with and fulfillment of the terms and provisions of
                this
                Agreement will conflict with or result in a breach of the terms,
                conditions or provisions of, or constitute a default under:
                

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (i)

            	
              any
                of the constating documents or by-laws of IAGC; or
                

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                instrument, agreement, mortgage, judgment, order, award, decree or
                other
                instrument or restriction to which Racino is a party of or by which
                it is
                bound; or 

            


    

     

    
      	
               

            	
              (iii)

            	
              create
                      or result in the imposition of any Encumbrance on any of the
                assets of
                IAGC or any of the IAGC Shares; or 

            


    

     

    
      	
               

            	
              (iv)

            	
              violate
                any applicable laws, rules or regulations.


            


    

     

    
      	
               

            	
              (e)

            	
              No
                Encumbrances.  The IAGC Shareholders are the registered
                and beneficial owners of 13,500,000 of the issued and outstanding
                IAGC
                Shares free and clear of all Encumbrances and no Person has any right,
                option, agreement or arrangement capable of becoming an agreement
                for the
                acquisition of any of the IAGC Shares held by the IAGC Shareholders
                or any
                interest therein from the IAGC Shareholders.
                

            


    

     

    
      	
               

            	
              (f)

            	
              No
                Further
                Rights. No person, firm or corporation has any agreement or option
                or any right or privilege (whether by law, pre-emptive or contractual)
                capable of becoming an agreement or option, including convertible
                securities, warrants or convertible obligations of any nature, for
                the
                purchase of any unissued shares in the securities of IAGC.
                

            


    

     

    
      	
               

            	
              (g)

            	
              Litigation.
                There are no actions, lawsuits, claims, proceedings, or
                investigations pending or, to the best knowledge of IAGC and the
                IAGC
                Shareholders, threatened against, relating to or affecting IAGC before
                any
                court, government agency, or any arbitrator of any kind. Neither
                IAGC nor
                the IAGC Shareholders is aware of any existing ground on which any
                such
                proceeding might be commenced with any reasonable likelihood of success
                and there is not presently outstanding against IAGC any judgment,
                decree,
                injunction, rule or order of any court, governmental agency, or arbitrator
                relating to or affecting IAGC, in connection with IAGC Business.
                

            


    

     

    
      	
               

            	
              (h)

            	
              Capitalization.

            


    

     

    
      	
               

            	
              (i)

            	
              The
                authorized capital of IAGC consists of 101,000,000 common shares
                of which
                13,500,000 common shares are issued and outstanding. All of the presently
                issued and outstanding common shares of IAGC have been validly allotted
                and issued and are outstanding as fully-paid and non-assessable shares.
                

            


    

     

    
      	
               

            	
              (ii)

            	
              IAGC
                has no options or warrants or other reserved securities or other
                securities outstanding. 

            


    

     

    
      	
               

            	
              (i)

            	
              Taxes.  IAGC
                (i) has accurately and timely prepared and filed all foreign, federal,
                state and local income and all other Tax Returns required by any
                jurisdiction to which it is subject, (ii) has paid all Taxes that
                are
                material in amount, shown or determined to be due on such returns,
                reports
                and declarations, except those being contested in good faith, with
                respect
                to which adequate reserves have been set aside on the books of IAGC
                and
                (iii) has set aside on its books provisions reasonably adequate for
                the
                payment of all Taxes for periods subsequent to the periods to which
                such
                Tax Returns, reports or declarations apply, except, in the case of
                clauses
                (i) and (ii) above, where the failure to so pay or file any such
                Tax would
                not result in a Material Adverse Effect.  There are no unpaid
                Taxes in any material amount claimed to be due by the taxing authority
                of
                any jurisdiction. 

            


    

     

    
      	
               

            	
              (j)

            	
              Books
                and
                Records.  The books of account, minute books, stock
                record books and other records of IAGC, all of which have or will
                been
                made available to Racino, are complete and correct.
                

            


    

     

    
      	
               

            	
              (k)

            	
              Title
                to
                Properties.  IAGC owns all the properties and assets
                (whether tangible or intangible) that it purports to own located
                in the
                facilities owned or operated by IAGC or reflected as owned by it
                in
                

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    the
      books and records of IAGC (except for assets held under capitalized leases
      in
      the ordinary course of IAGC Business).

     

    
      	
               

            	
              (l)

            	
              Intellectual
                Property. IAGC owns or possesses adequate enforceable rights to use
                all patents, patent applications, trademarks, service marks, copyrights,
                trade secrets, processes or formulations (including software) used
                in the
                conduct of the IAGC Business, and to the best of the knowledge of
                IAGC,
                the conduct of the IAGC Business does not infringe upon the trademarks,
                trade names, service marks or copyrights, trade secrets, know-how,
                designs
                or other proprietary rights or technology, domestic or foreign, of
                any
                other Person. 

            


    

     

    
      	
               

            	
              (m)

            	
              Financial
                Statements. The audited interim financial statements of IAGC for
                period ended September 30, 2007, as delivered to Racino, are or will
                be
                substantially true and correct in every material respect and present
                fairly the financial position of IAGC and the results of its operations
                for the period described therein.


            


    

     

    
      	
               

            	
              (n)

            	
              Liabilities.  There
                are no liabilities, contingent or otherwise, of IAGC which have not
                been
                disclosed in IAGC's financial statements or in writing to Racino,
                and IAGC
                has not guaranteed, or agreed to guarantee, any debt, liability or
                other
                obligation of any Person. 

            


    

     

    
      	
               

            	
              (o)

            	
              Investment
                Intent. 

            


    

     

    
      	
               

            	
              (i)

            	
              The
                IAGC Shareholders are acquiring the Racino Shares for their own account
                with the present intention of holding such securities for purposes
                of
                investment, and have no intention of selling such securities in a
                public
                distribution in violation of the federal securities laws or any applicable
                state securities laws. The IAGC Shareholders understand that the
                Racino
                Shares to be issued in the Share Exchange are “restricted securities” as
                defined in Rule 144 under the 1933 Act, and have not been registered
                pursuant to the provisions of the 1933 Act, inasmuch as the proposed
                acquisition of the Racino Shares is taking place in a transaction
                not to
                involving any public offering. 

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                IAGC Shareholders are knowledgeable, experienced and sophisticated
                in
                financial and business matters and are able to evaluate the risks
                and
                benefits of the investment in the Racino Shares.
                

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                IAGC Shareholders are able to bear the economic risk of the investment
                in
                the Racino Shares for an indefinite period of time because the Racino
                Shares have not been registered under the 1933 Act and, therefore,
                cannot
                be sold unless subsequently registered under the 1933 Act or an exemption
                from such registration is available.


            


    

     

    
      	
               

            	
              (iv)

            	
              The
                IAGC Shareholders have been furnished or otherwise had full access
                to such
                other information concerning Racino as requested and that was necessary
                to
                enable them to evaluate the merits and risks of an investment in
                Racino,
                and after a review of this information, has had an opportunity to
                ask
                questions and receive answers concerning the financial condition
                and
                business of Racino and the terms and conditions of the securities
                purchased hereunder, and has had access to and has obtained such
                additional information concerning Racino and the securities as they
                deemed
                necessary. 

            


    

     

    
      	
               

            	
              (p)

            	
              Conflict
                of
                Interest. 

            


    

     

    
      	
               

            	
              (i)

            	
              Each
                of IAGC and the IAGC Shareholders acknowledges that it has been advised
                that Foundation Venture is a significant shareholder of each of Racino
                and
                IAGC. 

            


    

     

    
      	
               

            	
              (ii)
                

            


    

     

    IAGC
      represents that the board of directors of IAGC independent of Foundation Venture
      have reviewed and approved the Share Exchange in light of Foundation's
      shareholdings in both Racino and IAGC.

     

    
      	
               

            	
              (q)

            	
              Further
                Assurances.  None of IAGC or the IAGC Shareholders knows
                of any fact which, if known to Racino would deter it from consummating
                the
                transactions contemplated herein.


            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE IV

     

    COVENANTS

     

    4.1           
      Filings.  Racino
      shall prepare and file any filings required under any applicable securities
      laws.

     

    4.2           
      General Covenants
      of Racino. Racino covenants and agrees that, unless otherwise
      contemplated herein, Racino shall:

     

    
      	
               

            	
              (a)

            	
              take
                all requisite action to: 

            


    

     

    
      	
               

            	
              (i)

            	
              approve
                this Agreement and the Share Exchange; and


            


    

     

    
      	
               

            	
              (ii)

            	
              approve
                such actions as Racino may determine to be necessary or desirable
                for the
                purposes hereof, including the completion of any actions necessary
                to
                ensure compliance with all securities laws and regulatory authorities;
                

            


    

     

    
      	
               

            	
              (b)

            	
              use
                its reasonable commercial efforts to preserve intact as a going concern
                its business organization; 

            


    

     

    
      	
               

            	
              (c)

            	
              give
                its consent (and provide such other reasonable assurances as may
                be
                required) and use its best efforts to obtain (including the provision
                of
                such reasonable assurances as may be required), consents of all other
                Persons to the transactions contemplated by this Agreement, as may
                be
                required pursuant to any statute, law or ordinance or by any governmental
                or other regulatory authority having jurisdiction;
                

            


    

     

    
      	
               

            	
              (d)

            	
              take
                all steps necessary to make proper disclosure within such time as
                required
                by any regulatory authority and any other applicable statutes and
                laws
                concerning this Agreement and the transactions contemplated herein;
                

            


    

     

    
      	
               

            	
              (e)

            	
              use
                its best efforts to maintain its status as a reporting issuer under
                the
                1934 Act; 

            


    

     

    
      	
               

            	
              (f)

            	
              use
                all reasonable commercial efforts to satisfy (or
                cause the satisfaction of) the conditions precedent to its obligations
                hereunder set forth in Article V to
                the extent the same is
                within its control and take, or cause to be taken, all other action
                and to
                do, or cause to be done, all other things necessary, proper or advisable
                under all applicable laws to complete the Share Exchange, including
                using
                its reasonable commercial efforts to:


            


    

     

    
      	
               

            	
              (i)

            	
              obtain
                all necessary consents, approvals and authorizations as are required
                to be
                obtained by it under any applicable laws;


            


    

     

    
      	
               

            	
              (ii)

            	
              effect
                all necessary registrations and filings and submissions of information
                requested by governmental entities required to be effected by Racino
                in
                connection with the Share Exchange and participate and appear in
                any
                proceedings of either party before governmental entities in connection
                with the Share Exchange; 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    
      	
               

            	
              (iii)

            	
              oppose,
                lift or rescind any injunction or restraining order or other order
                or
                action seeking to stop or otherwise adversely affect the ability
                of the
                parties to consummate the transactions contemplated hereby or by
                the Share
                Exchange; 

            


    

     

    
      	
               

            	
              (iv)

            	
              fulfill
                all conditions and satisfy all provisions of this Agreement;
                

            


    

     

    
      	
               

            	
              (v)

            	
              cooperate
                with the other parties to this Agreement in connection with the
                performance by Racino of its obligations hereunder; and
                

            


    

     

    
      	
               

            	
              (vi)

            	
              not
                take any action, refrain from taking any action or permit any action
                to be
                taken or not taken that is inconsistent with this Agreement or that
                would
                reasonably be expected to significantly impede the consummation of
                this
                Agreement; and 

            


    

     

    
      	
               

            	
              (g)

            	
              validly
                issue Racino Shares hereunder as fully paid and non-assessable common
                shares in the capital of Racino, free and clear of all mortgages,
                liens,
                charges, security deposits, adverse claims, pledges, encumbrances,
                options, warrants, rights, privileges and demands whatsoever.
                

            


    

     

    4.3           
      General Covenants
      of IAGC and the IAGC Shareholders. Each of IAGC and the IAGC Shareholders
      covenant and agree that, until Closing or the date on which this Agreement
      is
      terminated, and unless otherwise contemplated herein, they
      shall:

     

    
      	
               

            	
              (a)

            	
              take
                all requisite action to approve this Agreement and the Share Exchange;
                and
                

            


    

     

    
      	
               

            	
              (b)

            	
              give
                their consent (and provide such other reasonable assurances as may
                be
                required) and use their best efforts to obtain (including the provision
                of
                such reasonable assurances as may be required), consents of all other
                Persons to the transactions contemplated by this Agreement, as may
                be
                required pursuant to any statute, law or ordinance or by any governmental
                or other regulatory authority having jurisdiction;
                

            


    

     

    
      	
               

            	
              (c)

            	
              use
                all reasonable commercial efforts to satisfy (or
                cause the satisfaction of) the conditions precedent to their obligations
                hereunder set forth in Article V to
                the extent the same is within their control
                and take, or cause to be taken, all other action and to do, or cause
                to be
                done, all other things necessary, proper or advisable under all applicable
                laws to complete the Share Exchange, including using their reasonable
                commercial efforts to: 

            


    

     

    
      	
               

            	
              (i)

            	
              obtain
                all necessary consents, approvals and authorizations as are required
                to be
                obtained by them under any applicable laws;


            


    

     

    
      	
               

            	
              (ii)

            	
              effect
                all necessary registrations and filings and submissions of information
                requested by governmental entities required to be effected by them
                in
                connection with the Share Exchange and participate and appear in
                any
                proceedings of either party before governmental entities in connection
                with the Share Exchange; 

            


    

     

    
      	
               

            	
              (iii)

            	
              oppose,
                lift or rescind any injunction or restraining order or other order
                or
                action seeking to stop or otherwise adversely affect the ability
                of the
                parties to consummate the transactions contemplated hereby or by
                the Share
                Exchange; 

            


    

     

    
      	
               

            	
              (iv)

            	
              fulfill
                all conditions and satisfy all provisions of this Agreement;
                

            


    

     

    
      	
               

            	
              (v)

            	
              cooperate
                with the other parties to this Agreement in connection with the
                performance by the Companies of their obligations hereunder; and
                

            


    

     

    
      	
               

            	
              (vi)

            	
              not
                take any action, refrain from taking any action or permit any action
                to be
                taken or not taken that is inconsistent with this Agreement or that
                would
                reasonably be expected to significantly impede the consummation of
                the
                Share Exchange. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE V

     

    CONDITIONS
      TO
      CLOSING

     

    5.1           
      Conditions
      Precedent to Obligations of IAGC and the IAGC Shareholders. The
      obligations of IAGC and the IAGC Shareholders to complete the transactions
      contemplated hereunder shall be subject to the satisfaction of, or compliance
      with, at or before the Closing Date, each of the following conditions precedent
      (each of which is hereby acknowledged to be for the exclusive benefit of IAGC
      and the IAGC Shareholders and may be waived by the IAGC and the IAGC
      Shareholders in whole or in part on or before the Closing
      Date):

     

    
      	
               

            	
              (a)

            	
              the
                representations in Section 3.1 shall
                be true as of the Closing Date;
                

            


    

     

    
      	
               

            	
              (b)

            	
              IAGC
                and the IAGC Shareholders shall at the Closing Date have received
                from
                Racino certificates representing that number of fully paid, issued
                and
                outstanding Racino Shares in the registration and amounts outlined
                in
                Schedule "A"; 

            


    

     

    
      	
               

            	
              (c)

            	
              Racino
                will have performed and complied with all terms, covenants and conditions
                required by this Agreement to be performed or complied with by it
                o or
                before the Closing Date; and 

            


    

     

    
      	
               

            	
              (d)

            	
              Racino
                shall be a reporting issuer in good standing under the 1934 Act and
                neither Racino nor its shares shall be the subject of any cease trade
                order or regulatory enquiry or investigation in any jurisdiction.
                

            


    

     

    5.2           
      Conditions
      Precedent to Obligations of Racino. The obligation of Racino to complete
      the transactions contemplated hereunder shall be subject to the satisfaction
      of
      or compliance with, at or before the Closing Date, each of the following
      conditions precedent (each of which is hereby acknowledged to be for the
      exclusive benefit of Racino and may be waived by Racino in writing, in whole
      or
      in part, on or before the Closing Date):

     

    
      	
               

            	
              (a)

            	
              the
                representations in Section 3.2 shall
                be true as of the Closing Date;
                

            


    

     

    
      	
               

            	
              (b)

            	
              Racino
                shall on or before the Closing Date have received from the IAGC
                Shareholders certificates representing that number of fully paid,
                issued
                and outstanding IAGC Shares in the registration and amounts outlined
                in
                Schedule "A" duly endorsed by the IAGC Shareholders to transfer the
                IAGC
                shares it or he owns to Racino; and


            


    

     

    
      	
               

            	
              (c)

            	
              IAGC
                and the IAGC Shareholders shall have performed and complied with
                all
                agreements and conditions required by this Agreement to be performed
                and
                complied with by them prior to or on the Closing Date.
                

            


    

     

    ARTICLE VI

     

    TERMINATION

     

    6.1           
      Termination.
      This Agreement may be terminated by written notice given by the
      terminating party to the other parties hereto, at any time prior to the
      Closing:

     

    
      	
               

            	
              (a)

            	
              by
                mutual written consent of each of Racino, IAGC and the IAGC Shareholders;
                

            


    

     

    
      	
               

            	
              (b)

            	
              by
                the each of Racino, IAGC and the IAGC
                Shareholders, if there has been a misrepresentation, breach or
                non-performance by a party (other than the party seeking to terminate
                this
                Agreement pursuant to this Section 6.1)
                of any representation, warranty, covenant or
                obligation contained in this


            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (c)

            	
              Agreement,
                which could reasonably be expected to have a Material Adverse Effect
                on
                another party, provided the breaching party has been given notice
                of and
                thirty (30) days to cure any such misrepresentation, breach or
                non-performance; or 

            


    

     

    
      	
               

            	
              (d)

            	
              by
                IAGC, the IAGC Shareholders and Racino, if a condition for the terminating
                party's benefit has not been satisfied or waived.
                

            


    

     

    6.2           
      Effect of
      Termination. In the event of the termination of this Agreement as
      provided in Section 6.1,
      this Agreement shall forthwith have no further force or
      effect and there shall be no obligation on the part of the parties hereunder
      except with respect to Article VII and
      Sections 9.1 and
9.3.

     

    6.3           
      Waivers and
      Extensions. At any time prior to the Closing Time, each of the parties
      hereto may (a) extend the time for the performance of any of the obligations
      or
      other acts of another party hereto, (b) waive any inaccuracies in the
      representations and warranties contained herein or in any document delivered
      pursuant hereto or (c) waive compliance with any of the agreements or conditions
      contained herein. Any such extension or waiver shall be valid if set forth
      in an
      instrument in writing signed by the party to be bound
      thereby.

     

    ARTICLE VII

     

    INDEMNIFICATION

     

    7.1           
      Mutual
      Indemnifications for Breaches of Warranty. Subject to section 7.2,
      Racino hereby covenants and agrees with IAGC and the IAGC
      Shareholders, and IAGC and the IAGC Shareholders hereby covenant and agree
      severally with Racino (the parties covenanting and agreeing to indemnify another
      party under this section are hereinafter individually referred to as the "Indemnifying
      Party" and the parties being indemnified by another Party under this
      section are hereinafter individually referred to as the "Indemnified
      Party") to indemnify and save harmless the Indemnified Party from and
      against any claims which may be made or brought against the Indemnified Party
      and/or which it may suffer or incur as a result of, or arising out of any
      non-fulfillment of any covenant or agreement on the part of the Indemnifying
      Party under this Agreement or any incorrectness in or breach of any
      representation or warranty of the Indemnifying Party contained in this
      Agreement.

     

    7.2           
      Limitation
      on
      Mutual Indemnification. The indemnification obligations of each of the
      Parties pursuant to section 7.1  shall
      be subject to the
      following:

     

    
      	
               

            	
              (a)

            	
              the
                applicable limitation limitations contained in the
                Limitations
                Act, 2002 (Ontario); 

            


    

     

    
      	
               

            	
              (b)

            	
              there
                shall be no limit as to amount in respect of breaches of the
                representations and warranties of the Parties other than as specifically
                limited by the provisions of this section; and


            


    

     

    
      	
               

            	
              (c)

            	
              an
                Indemnifying Party shall not be required to indemnify an Indemnified
                Party
                until the aggregate claims sustained by that Indemnified Party exceeds
                a
                value of $10,000, in which case, the Indemnifying Party shall be
                obligated
                to the Indemnified Party for all claims without limit as to amount.
                

            


    

     

    7.3           
      Procedure for
      Indemnification. The following provisions shall apply to any Claims for
      which an Indemnifying Party may be obligated to indemnify an Indemnified Party
      pursuant to this Agreement:

     

    
      	
               

            	
              (a)

            	
              upon
                receipt from a third party by the Indemnified Party of notice of
                a claim
                or the Indemnified Party becoming aware of a claim in respect of
                which the
                Indemnified Party proposes to demand indemnification from the Indemnifying
                Party, the Indemnified Party shall give notice to that effect to
                the
                Indemnifying Party with reasonable promptness, provided that failure
                to
                give such notice shall not relieve the Indemnifying Party from any
                liability it may have to the Indemnified Party except to the extent
                that
                the Indemnifying Party is prejudiced thereby;


            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (b)

            	
              in
                the case of claims arising from third parties, the Indemnifying Party
                shall have the right by notice to the Indemnified Party not later
                than 30
                days after receipt of the notice described in paragraph (1) above
                to
                assume the control of the defense, compromise or settlement of the
                claims,
                provided that such assumption shall, by its terms, be without costs
                to the
                Indemnified Party and the Indemnifying Party shall at the Indemnified
                Party's request furnish it with reasonable security against any costs
                or
                other liabilities to which it may be or become exposed by reason
                of such
                defense, compromise or settlement; 

            


    

     

    
      	
               

            	
              (c)

            	
              upon
                the assumption of control by the Indemnifying Party as aforesaid,
                the
                Indemnifying Party shall diligently proceed with the defense, compromise
                or settlement of the claims at its sole expense, including employment
                of
                counsel reasonably satisfactory to the Indemnified Party and, in
                connection therewith, the Indemnified Party shall co-operate fully,
                but at
                the expense of the Indemnifying Party, to make available to the
                Indemnifying Party all pertinent information and witnesses under
                the
                Indemnified Party's control, make such assignments and take such
                other
                steps as in the opinion of counsel for the Indemnifying Party are
                necessary to enable the Indemnifying Party to conduct such defense;
                provided always that the Indemnified Party shall be entitled to reasonable
                security from the Indemnifying Party for any expense, costs or other
                liabilities to which it may be or may become exposed by reason of
                such
                co-operation; 

            


    

     

    
      	
               

            	
              (d)

            	
              the
                final determination of any such claims arising from third parties,
                including all related costs and expenses, will be binding and conclusive
                upon the Parties as to the validity or invalidity, as the case may
                be, of
                such claims against the Indemnifying Party hereunder; and
                

            


    

     

    
      	
               

            	
              (e)

            	
              should
                the Indemnifying Party fail to give notice to the Indemnified Party
                as
                provided in paragraph (2) above, the Indemnified Party shall be entitled
                to make such settlement of the claims as in its sole discretion may
                appear
                advisable, and such settlement or any other final determination of
                the
                claims shall be binding upon the Indemnifying Party.
                

            


    

     

     

     

    ARTICLE VIII

     

    POST
      CLOSING
      MATTERS

     

    8.1           
      Board of
      Directors. Upon Closing, the board of directors of Racino shall consist
      of the following:

     

    Randy
      Barber

    John
      Simmonds

    Graham
      Simmonds

    Adam
      Szweras

    Jason
      Moretto

     

    8.2           
      Officers.
      Upon Closing, the officers of Racino shall consist of the
      following:

     

    John
      Simmonds                      Chairman,
      President and Chief Executive Officer

    Eric
      Rahn                                
Chief Operating Officer

    Gary
      Hokkanen                       
Chief Financial Officer

    Carrie
      Weiler                           Corporate
      Secretary

     

    8.3           
      Consulting
      Agreements. The parties agree that the terms of the consulting agreements
      with the officers of Racino after Closing shall be acceptable to IAGC and they
      shall be executed within fifteen (15) days from the time of the
      Closing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE IX

     

     

     

    GENERAL

     

    9.1           
      Confidentiality
      & Public Notices. Except where compliance with this Section 9.1 would
      result in a
      breach of applicable law, notices, releases, statements and communications
      to
      Third Parties, including employees of the parties and the press, relating to
      transactions contemplated by this Agreement will be made only in such manner
      as
      shall be authorized and approved by Racino. Racino and each of IAGC and the
      IAGC
      Shareholders shall maintain the confidentiality of any information received
      from
      each other in connection with the transactions contemplated by this Agreement.
      In the event that the issuance of Racino Shares provided for in this Agreement
      is not consummated, each party shall return any confidential schedules,
      documents or other written information to the party who provided same in
      connection with this Agreement. 

     

    9.2           
      Notices.
      All notices or other communications required to be given in connection with
      this
      Agreement shall be given in writing and shall be given by personal delivery,
      by
      registered mail or by transmittal by facsimile, electronic mail (in portable
      document format ("PDF"))
      or other
      form of recorded communication addressed to the recipient as
      follows:

     

    To
      Racino:

     

    Racino
      Royal Inc.

    144
      Front Street West, Suite 700

    Toronto,
      Ontario

    Canada
      M5J 2L7

     

    Attention:                               
      John
      Simmonds

    Fax
      No.:                                
905-833-9847

     

     

    To
      IAGC:

              
      InterAmerican Gaming Corp.

         2499
      Glades Road

         Boca
      Raton,
      Florida  33431

     

    
      	 	
              Attention:

            	
              Eric
                Rahn

            
	 	
              Fax
                No.:

            	
              (866)
                426-0541

            


    

     

    with
      a copy
      to:

     

    Fogler,
      Rubinoff LLP

    95
      Wellington Street West, Suite 1200

    Toronto-Dominion
      Centre

    Toronto,
      Ontario M5J 2Z9

     

    Attention:                               Adam
      Szweras

    Fax
      No.:                                
416.941.8827

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    To
      the IAGC Shareholders:

     

    As
      per the respective addresses as set out in Schedule "A" hereto;

     

    or
      to
      such other address, facsimile number or individual as may be designated by
      notice given by either party to the other. Any such communication given by
      personal delivery shall be conclusively deemed to have been given on the day
      of
      actual delivery thereof and, if given by registered mail, on the fifth Business
      Day following the deposit thereof in the mail and, if given by facsimile or
      electronic mail or other form of recorded communication, shall be deemed given
      and received on the date of such transmission if received during the normal
      business hours of the recipient and on the next Business Day if it is received
      after the end of such normal business hours on the date of its transmission.
      If
      the party giving any such communication knows or ought reasonably to know of
      any
      difficulties with the postal system which might affect the delivery of mail,
      any
      such communication shall not be mailed but shall be given by personal delivery
      or by facsimile or electronic mail transmittal.

     

    9.3            Expenses.
      Except
      as otherwise provided herein, all costs and expenses (including, without
      limitation, the fees and disbursements of legal counsel) incurred in connection
      with this Agreement and the transactions contemplated hereby shall be paid
      by
      the party incurring such expenses.

     

    9.4           
      Time of the
      Essence. Time shall be of the essence hereof.

     

    9.5            Further
      Assurances. The parties hereto shall with reasonable diligence do all
      such things and provide all such reasonable assurances as may be required to
      consummate the transactions contemplated hereby, and each party shall execute
      and deliver such further documents, instruments, papers and information as
      may
      be reasonably requested by another party hereto in order to carry out the
      purpose and intent of this Agreement.

     

    9.6           
      Law and
      Jurisdiction. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Nevada. The parties hereby attorn
      to
      the non-exclusive jurisdiction of the courts of Florida in any dispute that
      may
      arise hereunder.

     

    9.7            Counterparts.
      For the convenience of the parties, this Agreement may be executed in several
      counterparts, each of which when so executed shall be, and be deemed to be,
      an
      original instrument and such counterparts together shall constitute one and
      the
      same instrument (and notwithstanding their date of execution shall be deemed
      to
      bear date as of the date of this Agreement). A signed facsimile or PDF copy
      of
      this Agreement shall be effective and valid proof of execution and
      delivery.

     

    9.8            Entire
      Agreement.
This Agreement, including the schedules attached hereto, together with
      the agreements and other documents to be delivered pursuant hereto, constitute
      the entire agreement between the parties pertaining to the subject matter hereof
      and supersede all prior agreements, understandings, negotiations and
      discussions, whether oral or written, of the parties and there are no
      warranties, representations or other agreements between the parties in
      connection with the subject matter hereof except as specifically set forth
      herein and therein. This Agreement may not be amended or modified in any respect
      except by written instrument signed by all parties.

     

    9.9            Severability.
      The invalidity or unenforceability of any provision of this Agreement or any
      covenant herein contained shall not affect the validity or enforceability of
      any
      other provision or covenant hereof or herein contained, and this Agreement
      shall
      be construed and interpreted as if such invalid or unenforceable provision
      or
      covenant were omitted.

     

    9.10            Enurement.
      This
      Agreement shall be binding upon and shall inure to the benefit of and be
      enforceable by the successors and permitted assigns of the parties
      hereto.

     

    9.11

     

    Waivers.
      The
      parties hereto may, by written agreement:

     

    
      	
               

            	
              (a)

            	
              extend
                the time for the performance of any of the obligations or other acts
                of
                the parties hereto; 

            


    

     

    
      	
               

            	
              (b)

            	
              waive
                any inaccuracies in the warranties, representations, covenants or
                other
                undertakings contained in this Agreement or in any document or certificate
                delivered pursuant to this Agreement; or


            


    

     

    
      	
               

            	
              (c)

            	
              waive
                compliance with or modify any of the warranties, representations,
                covenants or other undertakings or obligations contained in this
                Agreement
                and waive or modify performance by any of the parties thereto.
                

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    IN
      WITNESS
      WHEREOF the parties hereto have executed this Agreement as of the date
      first written above.

    
      	 	 	
              RACINO
                ROYALE INC.


            
	

              Per:


            	 
	 	

              Name:

              Title:


            
	 	
              I
                have authority to bind the
                corporation

            


    

     

    
      	 	 	
              INTERAMERICAN
                GAMING CORP.


            
	

              Per:


            	 
	 	

              Name:

              Title:


            
	 	
              I
                have authority to bind the
                corporation

            


    

     

    IAGC
      SHAREHOLDER'S
      SIGNATURES: As per Schedule "A" attached hereto.

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      "A"

     

     

     

    
      	 	 	 	 	 	 
	
              INTERAMERICAN
                GAMING (PRIVATECO)

            	 	 	 	 
	
              Shareholder

            	
              Shares

            	
              Warrants

            	
              %
                Basic

            	
              %
                Fully Diluted

            	
              Status/Notes

            
	
              Foundation
                Opportunities Inc.

            	
              2,000,000

            	 	 	
              14.8%

            	 
	
              Brian
                Micner

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Naomi
                Hoffenberg

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Irene
                Szweras

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Zachary
                Goldman

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Mark
                Sternberg

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Angela
                Chiu

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Miriam
                Azimi

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Efstansia
                Banks

            	
              150,000

            	 	 	
              1.1%

            	 
	
              The
                Woodham Group Inc.

            	
              350,000

            	 	 	
              2.6%

            	 
	
              Morningside
                Capital Ltd.

            	
              700,000

            	 	 	
              5.2%

            	 
	
              Rosemary
                Gillespie

            	
              300,000

            	 	 	
              2.2%

            	 
	
              Sarah
                Francis

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Mark
                Gregory

            	
              300,000

            	 	 	
              2.2%

            	 
	
              Kristen
                Gregory

            	
              150,000

            	 	 	
              1.1%

            	 
	
              Michael
                B. Connell

            	
              200,000

            	 	 	
              1.5%

            	 
	
              2022304
                Ontario Inc.

            	
              750,000

            	 	 	
              5.6%

            	 
	
              2148099
                Ontario Inc.

            	
              300,000

            	 	 	
              2.2%

            	 
	
              Morningside
                Capital Ltd. (in trust)

            	
              550,000

            	 	 	
              4.1%

            	 
	
              Cathy
                Mills

            	
              300,000

            	 	 	
              2.2%

            	 
	
              Kimmo
                Oikkimus

            	
              300,000

            	 	 	
              2.2%

            	 
	
              Gracom
                Holdings

            	
              1,000,000

            	 	 	
              7.4%

            	 
	
              Morningside
                Capital

            	
              800,000

            	 	 	
              5.9%

            	 
	
              Matthew
                Linton

            	
              250,000

            	 	 	
              1.9%

            	 
	
              Eric
                Rahn

            	
              1,800,000

            	 	 	
              13.3%

            	 
	
              Robert
                Stakis

            	
              200,000

            	 	 	
              1.5%

            	 
	
              Robert
                Rodriguez

            	
              750,000

            	 	 	
              5.6%

            	 
	
              David
                Tsubouchi

            	
              100,000

            	 	 	
              0.7%

            	 
	
              G.R.
                Barber

            	
              200,000

            	 	 	
              1.5%

            	 
	
              Adam
                Petrillo

            	
              200,000

            	 	 	
              1.5%

            	 
	
              Aubrey
                Zidenberg

            	
              100,000

            	 	 	
              0.7%

            	 
	
              David
                Carbonaro

            	
              200,000

            	 	 	
              1.5%

            	 
	
              Gordon
                Ashworth

            	
              125,000

            	 	 	
              0.9%

            	 
	
              Helmut
                Biemann

            	
              125,000

            	 	 	
              0.9%

            	 
	
              James
                Boyden

            	
              100,000

            	 	 	
              0.7%

            	 
	
              Total

            	
              13,500,000

            	 	 	
              100.0%