BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made this ___ day of September, 2008, by and among Diamond Sports & Entertainment, Inc., a Delaware corporation (“Borrower”), and Federal Sports & Entertainment, Inc. (f/k/a Rite Time Mining, Inc.), a Nevada corporation (“Lender”).

WHEREAS , Lender and Borrower have agreed upon certain of the terms and conditions of a merger (the “Merger”) and related transactions (collectively, the “Transactions”), as contemplated by the term sheet between the Borrower and Gottbetter Capital Markets, LLC (“GCap”), dated as of December 12, 2007, as amended to date (the “Term Sheet”);

WHEREAS , simultaneously herewith Lender is engaged in an offering (the “Note Offering”) of its 0% Convertible Secured Promissory Notes (the “Convertible Notes”), which offering is being conducted pursuant to the exemption from registration provided by Rule 506 of Regulation D, Regulation S and/or Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS , to provide Borrower with sufficient working capital to enable Borrower to fulfill its obligations under certain contractual agreements incident to its business while Lender and Borrower prepare the documentation necessary and appropriate to consummate the Transactions and obtain all necessary approvals from stockholders and third parties, Lender has agreed to utilize the net proceeds of the Note Offering to provide Borrower with a temporary loan in the principal amount between $500,000 and $1,000,000 in exchange for one or more 0% unsecured bridge loan promissory notes (the “Note” or “Notes”), to meet working capital requirements agreed upon by Borrower and Lender;

NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender, intending to be legally bound, agree as follows:

1.1. Loan . Lender agrees, on the terms and conditions of this Agreement, to make loans to Borrower in the amount of not less than $500,000 and not more than $1,000,000, as determined by Lender (the “Loan”). Upon the execution and delivery of this Agreement, Lender shall disburse approximately _________ Hundred _______ Thousand Dollars ($_________) of the Loan to Borrower. The aggregate Loan shall be equivalent to the gross proceeds of the Note Offering, without regard to the payment of any fees or expenses from such gross proceeds.

1.2. The Notes . Borrower has authorized the issuance of the Notes made in favor of Lender by Borrower, which shall be in the form set forth in Exhibit A attached hereto. Each disbursement of the Loan shall not bear interest, and shall be due and payable to the order of Lender on the earliest of (i) fifteen (15) months after the date of such disbursement (the “Due Date”), unless such Due Date is extended by Lender and Borrower in writing, (ii) the closing of any subsequent financing in favor of the Borrower that results in gross proceeds to the Borrower of an amount equal to or greater than the aggregate amount loaned to the Borrower under this Agreement and (iii) the date of closing of the Merger; provided , however , that from and after an Event of Default, as defined in Article IV hereof, interest on the Loan shall be charged at a rate of fifteen percent (15%) per annum; and provided   further , however , that upon the consummation of the Merger, all indebtedness evidenced by the Notes shall be deemed canceled and paid in full.

1.3. Payments . Borrower shall repay the unpaid principal amount of the Loan (the “Repayment Amount”) on the Due Date or as otherwise indicated in Section 1.2 above, as set forth below; provided , however , that upon the closing of the Merger, all amounts outstanding under the Loan shall be forgiven, and the Note shall be cancelled and the Loan shall be deemed repaid in full:

Borrower shall wire the Repayment Amount in same-day funds in accordance with the wire instructions set forth immediately below, which Repayment Amount shall be held in escrow pursuant to the terms of an escrow agreement by and among Lender, GCap, and CSC Trust Company of Delaware, as escrow agent (the “Escrow Agent”), and disbursed in accordance therewith solely for repayment of the aggregate amounts due and payable to the Buyers (defined below) on the Convertible Notes.

1.4. Conditions to Loan . Notwithstanding the foregoing, the obligation of Lender to disburse the Loan to Borrower is subject to the satisfaction of the following conditions:

(a)   Borrower shall have obtained (and shall have provided copies thereof to Lender) all waivers, consents or approvals, if any, from third parties, and shall have given all notices to third parties, and the failure of which to obtain or to give notice would result in a conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which Borrower or any of its subsidiaries is a party or by which Borrower or any of its subsidiaries is bound or to which any of their assets is subject, except for any conflict, breach, default, acceleration, termination, modification or cancellation in any contract or instrument which would not have a Company Material Adverse Effect (as hereinafter defined) and would not adversely affect the consummation of the Loan or the other transactions contemplated hereby, including but not limited to the Merger.

(b)   Those stockholders of Borrower listed on Schedule 1 to the Pledge Agreement (defined below) beneficially owning in the aggregate one million shares of the capital stock of the Borrower on a fully converted basis (such shares constituting the “Borrower Control Shares”) shall have entered into a pledge agreement of even date herewith (the “Pledge Agreement”) with the Lender and Gottbetter & Partners, LLP as collateral agent (the “Collateral Agent”) pursuant to which such stockholders shall have pledged to, and deposited with, the Collateral Agent the Borrower Control Shares, for the benefit of the investors in the Note Offering (the “Buyers”).

(c)   Borrower shall have entered into a security agreement of even date herewith with the Buyers pursuant to which Borrower shall have granted and conveyed to the Buyers a security interest in all of the tangible and intangible assets of Borrower now owned by Borrower, as security for the full and timely repayment of the Convertible Notes in accordance with the terms of the Convertible Notes.

2.1. Organization . Each of Borrower and its Subsidiary, as defined below, is a corporation and limited liability company, respectively, duly existing under the laws of its jurisdiction of organization and qualified and licensed to do business in any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, operations, condition (financial or otherwise), property or prospects of Borrower or any Subsidiary (as defined below), or the ability of Borrower and any Subsidiary to carry out its respective obligations under the Loan Documents (as defined in Section 2.3 below) (a “Company Material Adverse Effect”).

2.2. Subsidiaries . Borrower’s only Subsidiary is Diamond Concessions, LLC, a California limited liability company. For purposes of this Agreement, a “Subsidiary” means any corporation, partnership, joint venture or other entity in which Borrower (i) has, directly or indirectly, an equity interest representing 50% or more of the capital stock thereof or other equity interests therein or (ii) by contract or otherwise controls the management of such entity and operates such entity as a combined business.

2.3. Authorization . All corporate action on the part of Borrower (and its Subsidiary, as applicable) and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of all obligations of Borrower under this Agreement, the Note and all other documents executed in connection with the Loan (collectively, the “Loan Documents”) to which any of them may be a party have been taken. This Agreement, the Note and the other Loan Documents, when executed and delivered by Borrower, shall constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights and the enforcement of debtors’ obligations generally and by general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law.

2.4. Absence of Conflicts . The execution, delivery and performance of this Agreement and each of the other Loan Documents is not in conflict with nor does it constitute a breach of any provision contained in Borrower’s organizational documents, nor will it constitute an event of default under any material agreement to which Borrower is a party or by which Borrower is bound.

2.5. Consents and Approvals . Borrower has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities and agencies that are necessary for the continued operation of Borrower’s business as currently conducted, or are required by law, including Far East National Bank.

2.6. Capitalization . The authorized and outstanding capital stock of Borrower is described on Schedule 2.6 attached hereto. Except as set forth on Schedule 2.6 or as contemplated by the Transactions, there are no subscriptions, convertible securities, options, warrants or other rights (contingent or otherwise) currently outstanding to purchase any of the authorized but unissued capital stock of Borrower. Except as set forth in Schedule 2.6 or as contemplated by the Transactions, Borrower has no obligation to issue shares of its capital stock, or subscriptions, convertible securities, options, warrants, or other rights (contingent or otherwise) to purchase any shares of its capital stock or to distribute to holders of any of its equity securities, any evidence of indebtedness or asset. No shares of Borrower capital stock are subject to a right of withdrawal or a right of rescission under any applicable securities law. Except as set forth in Schedule 2.6, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Borrower. To the Knowledge (as defined below) of Borrower, except as described in Schedule 2.6 or otherwise contemplated by this Agreement, there are no agreements to which Borrower is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under any applicable securities laws, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Borrower. Except as provided in Schedule 2.6, to the Knowledge of Borrower, there are no agreements among other parties, to which Borrower is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of Borrower.

2.7. Litigation . Except as disclosed on Schedule 2.7, there are no actions, suits, claims, investigations, arbitrations or other legal or administrative proceedings, to the Knowledge of Borrower, threatened against Borrower at law or in equity, and to Borrower’s Knowledge, there is no basis for any of the foregoing. Except as disclosed on Schedule 2.7, there are no unsatisfied judgments, penalties or awards against or affecting Borrower or its businesses, properties or assets. Except as disclosed on Schedule 2.7, Borrower is not in default, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by Borrower with respect to any order, writ, injunction or decree known to or served upon Borrower of any court or of any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. Except as disclosed on Schedule 2.7, there is no action or suit by Borrower pending or threatened against others. Except as disclosed on Schedule 2.7, Borrower has complied with all laws, rules, regulations and orders applicable to its current business, operations, properties, assets, products and services the violation of which would have a Company Material Adverse Effect. There is no existing law, rule, regulation or order, and Borrower has no Knowledge of any proposed law, rule, regulation or order, whether foreign, federal or state, that would prohibit or materially restrict Borrower from, or otherwise materially adversely affect Borrower in, conducting its businesses in any jurisdiction in which it is now conducting business.

As defined in this Agreement, “Knowledge” of Borrower means the actual knowledge by a director or officer of Borrower of a particular fact or circumstance or such knowledge as may reasonably be imputed to such person as a result of such person’s actual knowledge of other facts or circumstances as well as any other knowledge which such person would have possessed had such person made reasonable inquiry of appropriate employees and agents of Borrower with respect to the matter in question.

2.8. Absence of Certain Events . To Borrower’s Knowledge, there is no existing condition, event or series of events which reasonably would be expected to have a Company Material Adverse Effect.

2.9. Title to Property and Assets . Borrower does not own any real property. Except as set forth on Schedule 2.9, Borrower has good and marketable title to all of its personal property and assets free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Company Material Adverse Effect. Except as set forth on Schedule 2.9, with respect to properties and assets it leases, Borrower is in material compliance with such leases and holds