PLEDGE AGREEMENT

This PLEDGE AGREEMENT (this “ Agreement ”), dated as of September __, 2008, is made by Federal Sports & Entertainment, Inc. (f/k/a Rite Time Mining, Inc.), a Nevada corporation (the “ Company ”), each person and entity listed as a pledgor on the signature pages hereto (each a “ Pledgor ”), and each additional person, if any, who becomes a Pledgor pursuant to the requirements of Section 3.18 of the Bridge Loan Agreement (defined below) (the “Additional Pledgors”), in favor of Gottbetter & Partners, LLP, in its capacity as collateral agent (in such capacity, the " Collateral Agent ") for the " Buyers " (as defined below), party to that certain Securities Purchase Agreement, dated as of September __, 2008 (the " Securities   Purchase Agreement ").

WHEREAS , the Company and each party listed as a “ Buyer ” on the Schedule of Buyers attached to the Securities Purchase Agreement (collectively, the “ Buyers ”) are parties to that Securities Purchase Agreement, pursuant to which the Company shall be required to sell, and the Buyers shall purchase, the “ Notes ” (as defined therein); and

WHEREAS , pursuant to that certain bridge loan agreement dated as of even date herewith between the Company and Diamond Sports & Entertainment, Inc. (“FLB”), a Delaware Corporation (the “Bridge Loan Agreement”), the Company has agreed to lend the proceeds of the Notes to FLB (the “Bridge Loan”) to meet working capital needs of FLB;

WHEREAS , pursuant to the Bridge Loan Agreement, the Pledgors have agreed to pledge the Pledged Shares (as defined in this Agreement) to the Buyers on the terms and conditions set forth in this Agreement;

WHEREAS , it is a condition precedent to the Buyers purchasing the Notes that the Pledgors shall have executed and delivered to the Collateral Agent for the benefit of itself and the Buyers this Agreement to secure all of the Company’s obligations under the Securities Purchase Agreement, the Notes issued pursuant thereto, as such Notes may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms thereof) and the other “Transaction Documents” (as defined in the Securities Purchase Agreement, the “ Transaction Documents ”), on such terms and conditions as are set forth herein; and

WHEREAS , each Pledgor has determined that the execution, delivery and performance of this Agreement directly benefits, and is in the best interest of, such Pledgor.

NOW, THEREFORE , in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Pledgor agrees with the Collateral Agent as follows:

(a)   Definitions . Reference is made to the Securities Purchase Agreement and the Notes for a statement of terms thereof. All terms used in this Agreement which are defined in the Securities Purchase Agreement or the Notes or in Article 8 or Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “ Code ”), and which are not otherwise defined herein shall have the same meanings herein as set forth therein; provided, that terms used herein which are defined in the Code as in effect in the State of New York on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Collateral Agent may otherwise determine. In the event that any such term is defined in both the Securities Purchase Agreement or the Notes and the Code, the definition of such term in the Securities Purchase Agreement or the Notes shall control.

(b)   Rules of Interpretation . Except as otherwise expressly provided in this Agreement, the following rules of interpretation apply to this Agreement: (i) the singular includes the plural and the plural includes the singular; (ii) “or” and “any” are not exclusive and “include” and “including” are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; and (vi) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.

SECTION 2.   Pledge and Grant of Security Interest .

(a)   As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgors hereby pledges and assigns and grants to the Collateral Agent a continuing security interest in, and Lien on, all of such Pledgor’s right, title and interest in and to the following (collectively, the “ Collateral ”): the shares of capital stock FLB described in Schedule 1, which are represented by one or more stock certificates representing such equity interests, (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of any of the foregoing and all cash and noncash proceeds thereof, and any additional shares of capital stock of FLB that may be required to be added to the Collateral pursuant to Section 3.18 of the Bridge Loan Agreement (collectively, the “ Pledged Shares ”).

SECTION 3.   Security for Obligations . The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, whether now existing or hereafter incurred (the “ Obligations ”):

(a)   the payment by the Company, as and when due and payable (by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time owing by it in respect of the Securities Purchase Agreement, the Notes and the other Transaction Documents, including, without limitation, (A) all principal of and interest on the Notes (including, without limitation, all interest that accrues after the commencement of any bankruptcy proceeding of the Pledgors, whether or not the payment of such interest is unenforceable or is not allowable due to the existence of such bankruptcy proceeding), and (B) all fees, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents, above, for so long as the Notes are outstanding; and

(b)   the due performance and observance by each Pledgor of all of its other obligations from time to time existing in respect of any of the Transaction Documents for so long as the Notes are outstanding.

SECTION 4.   Delivery of the Collateral .

(a)   All certificates currently representing the Pledged Shares shall be delivered to the Collateral Agent on or prior to the execution and delivery of this Agreement. All other promissory notes, certificates and instruments constituting Collateral from time to time or required to be pledged to the Collateral Agent pursuant to the terms of this Agreement (the “ Additional Collateral ”) shall be delivered to the Collateral Agent promptly upon receipt thereof by or on behalf of any of the Pledgors. All such promissory notes, certificates and instruments shall be held by the Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank (“ Transfer Materials ”), all in form and substance reasonably satisfactory to the Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, the Pledgors shall cause the Collateral Agent (or its designated custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by the Collateral Agent (or its designated custodian, nominee or other designee) with respect to such securities without further consent by the Pledgors.

(b)   If any Pledgor shall receive, by virtue of such Pledgor’s being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by such Pledgor pursuant to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash, instruments, investment property and other property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, such Pledgor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Collateral Agent in the exact form received, together with appropriate Transfer Materials, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations.

SECTION 5.   Representations and Warranties of each Pledgor . Each Pledgor severally represents and warrants to the Pledgee (which representations and warranties shall be deemed to continue to be made until all of the Obligations have been paid in full and each Transaction Documents have been irrevocably terminated) that:

(a)   The execution, delivery and performance by each Pledgor of this Agreement and the pledge of the Collateral hereunder do not and will not result in any violation of any agreement, indenture, instrument, license, judgment, decree, order, law, statute, ordinance or other governmental rule or regulation applicable to any Pledgor;

(b)this Agreement constitutes the legal, valid, and binding obligation of each Pledgor enforceable against each Pledgor in accordance with its terms;

(c)(i) all Pledged Stock owned by each Pledgor is set forth on Schedule A hereto and (ii) each Pledgor is the direct and beneficial owner of each share of the Pledged Stock;

(d)all of the Pledged Shares have been duly authorized, validly issued and are fully paid and nonassessable;

(e)no consent or approval of any person, corporation, governmental body, regulatory authority or other entity, is or will be necessary for (i) the execution, delivery and performance of this Agreement, (ii) the exercise by the Pledgee of any rights with respect to the Collateral or (iii) the pledge and assignment of, and the grant of a security interest in, the Collateral hereunder;

(f)there are no pending or, to the best of Pledgor’s knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral;

(g)each Pledgor has the requisite power and authority to enter into this Agreement and to pledge and assign the Collateral to the Pledgee, for the ratable benefit of the Buyers, in accordance with the terms of this Agreement;

(h)each Pledgor owns each item of the Collateral and, except for the pledge and security interest granted to Pledgee, for the ratable benefit of the Buyers, hereunder, the Collateral shall be, immediately following the closing of the transactions contemplated by the Transaction Documents, free and clear of any other security interest, mortgage, pledge, claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever;

(i)there are no restrictions on transfer of the Pledged Stock contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of FLB or otherwise which have not otherwise been enforceably and legally waived by the necessary parties;

(j)   none of the Pledged Shares has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject; and

(k)   The Pledgor shall cause any and all Additional Pledgors to execute a signature page of, and thereby become a party to, this Agreement.

SECTION 6.   Covenants as to the Collateral . So long as any Obligations shall remain outstanding and the Securities Purchase Agreement and the other Transaction Documents shall not have been terminated, each Pledgor severally covenants that such Pledgor will, unless the Collateral Agent shall otherwise consent in writing:

(a)   at such Pledgor’s expense, defend the Collateral Agent’s right, title and security interest in and to the Collateral against the claims of any Person;

(b)   at such Pledgor’s expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or that the Collateral Agent may reasonably request in order to (i) perfect and protect, or maintain the perfection of, the security interest and Lien purported to be created hereby, (ii) enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the Collateral or (iii) otherwise effect the purposes of this Agreement, including, without limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Collateral registered in the name of such Pledgor, except for Collateral which the Pledgor is entitled to vote under the terms of Section 7 hereof;

(c)   not sell, assign, transfer, convey, or otherwise dispose of its rights in or to the Collateral or any interest therein; nor will any Pledgor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby; and

(d)   not take or fail to take any action which would in any manner impair the validity or enforceability of the Collateral Agent’s security interest in and Lien on any Collateral.

SECTION 7.   Voting Rights, Dividends, Etc. in Respect of the Collateral .

(a)   So long as the Collateral Agent has not offered the Collateral for sale in accordance with Section 8 hereof:

(i)   each Pledgor may exercise any and all voting and other consensual rights pertaining to any Collateral;

(ii)   the Pledgors may receive and retain any and all dividends, interest or other distributions paid in respect of the Collateral to the extent permitted by the Securities Purchase Agreement; provided , however , that prior to the date by which the Pledged Shares are required to be returned to the registered holder thereof, any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments (other than checks) and other property received, receivable or otherwise distributed in respect of or in exchange for, any Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, together with any dividend, distribution, interest or other payment which at the time of such dividend, distribution, interest or other payment was not permitted by the Securities Purchase Agreement, shall be, and shall forthwith be delivered to the Collateral Agent to hold as, Collateral and shall, if received by any of the Pledgors, be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of the Pledgors, and shall be forthwith delivered to the Collateral Agent in the exact form received with any Transfer Materials, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations; and

(iii)   the Collateral Agent will execute and deliver (or cause to be executed and delivered) to a Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) of this Section 7(a) and to receive the dividends, distributions, interest and other payments which it is authorized to receive and retain pursuant to paragraph (ii) of this Section 7(a), in each case, to the extent that the Collateral Agent has possession of such Collateral.

(b)   So long as the Collateral Agent is entitled to hold the Collateral and has not offered the Collateral for sale in accordance with Section 10 hereof:

(i)   all rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of subsection (a) of this Section 7, and to receive th