MEMORANDUM OF AGREEMENT. BETWEEN: AND: COMMUNITY GAMING MANAGEMENT ASSOCIATION coma") EDGEWATER CASINO ULC, General Partner of EDGEWATER CASINO LIMITED PARTNERSHIP CECLPY) (COMA and ECLP are refered to collectively as the ‘partles") RAS: The patties desire a Zur and efficient organization of contracted gaming facilities in the City of Vancouver (the “City”) that supports jobs and investment, reduces the disadvantage that gaming failtcs in the City ae experiencing vie vis those in other parts ofthe lower mainland, ereates new sources of revenues for the City and incremental ‘evenues for charitable bingo operations and the Provincial Government while, respecting {Rs Contractual rights of existing casino and bingo operators (eolletvely, the “Objectives”; Fis only other commercial bingo service provider inthe City othe than the COMA ia Bistro Bingo and CGMA manages the operation of Bistro Bingo, COMA is concemed about is ability to continue to provide suicient revenues to ts 86. ember charitable organizations given the restrictions on the games CGMA te permitted ‘o offer, the inadequacy ofits current fixity and competition ftom other conteercd gaming facilites in the City and surrounding municipalities; ECLP operates a casino at temporary location a the Plaza of Nations in the City for the British Columbia Lottery Corporation (‘BCLC") and is also prepared to develop a new casino at a permanent location in the City detcrmined in conshltaion betweey ECLP, the City and BCLC (the “New Casino”); 236591E, Now, The choice of location for the New Bingo Facility will be based upon which of the cptions set out n Recital Eis determined by the partes in due coun, tote the most appropriate; and ‘The patties believe that a configuration ofthe New Casino and an adjacent or free Standing New Bingo Facility can be to their mutual benefit and meee the Objectives. J HEREFORE, for good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties agree as follows: 1 COMA and ECLP will work together cooperatively and in good faith to negotiate and ‘enter into a definitive logal agreement (the “Co-location Agreement”), ECLP will be ‘Reponsible forthe legal expenses relsted tothe development of the Coclecaion Agreement. Through the Co-location Agreement, BCL will provide ghee Casino as Well as a New Bingo Facility in the City of Vancouver. The New Bingo Facility {ocated in space ether in or adjacent tothe New Casino or as « hee standing facili ‘mutually agreed location in the City separate from the Now Casine CGMA and ECLP agree that the New Bingo Feciliy will consist ofa inimutn of 30,000 Savers {cet of usable space and suficient parking stalls to conforrn withthe requirements ‘ef BCLC and the City with respect to such bingo fbcilities BLP acknoviledges that CGMA’s current lease forts business premises terminates on December 31,2009 and COMA uelmowledges that it may be able te obtain a one The Co-location Agreement will include among its terms, but not be limited to terms providing for: (© CGMA wil have the option to enter ito an agreement either for ‘the straight lease of spe inthe New Bingo facility or x “lease-to-own? contact for eck space, ECLD will provide facilites CGMA on reasonable business terme The servic il lso take into consideration the management, maintenance and servicing of the structures; asso3. ©) COMA operating food and beverage (including licensed liquor) services ‘within the New Bingo Fecility; (© CGMA contracting with ECLP forthe provision to COMA of other services, including security, surveillance, janitorial, maintenance and other like serves on terms satisfactory to CGMA and BCLC; (@) «process for choosing the location of the New Bingo Facility. COMA will communicate tothe Vancouver City Council (the “Counci) its support for ECLP canying on its business tothe extent that such suppor is determined by CGMA to be in the best interests of CEMA, CGMA will support obtaining all approvals sought by ECLP from the Couneil in respect ofits business to the extent that the subject of such approval is determined by CGMA to be inthe best interests of COMA. CGMA acknowledges that should it chooce to Witdaw its support of ECLP with the City, then, atthe option of ECLP, the obligations eFECLP under this Memorandum or the Co-location Agreement shall cease sat shall no longer bind ECLP. COMA and ECLP will negotiate, setle and enter into the Colocation Agreement Substantially in accordsnce with the terms agreed in this Memorandum os soom after the execution and delivery of this Agreement as is practicable, ‘Time is of the essence of this Agreement, DATE: November__, 2006. COMMUNITY GAMING MANAGEMENT. ASSOCIATION Per: Per: ‘Margaret Coats ‘Wendy Thompson ausa4. EDGEWATER CASINO LIMITED PARTNERSHIP by its General Partner, EDGEWATER CASINO ULC 23ais01 t