Examining the Crossroads/FCX Relationship Structure

 MPGE and Crossroads negotiated a Non- Binding Letter of Intent  was approved by Tribal Council on February 6, 2013, and was executed by (MPGE President and CEO) Scott Butera and Crossroads thereafter; and 

- The formation of a newly formed Delaware limited liability company known as FCX Massachusetts, LLC (FCX), the sole member of which is Crossroads. FCX would own the Project, except for the Real Estate on which the Project would be located, which shall be owned by Crossroads, or its designee, and leased to FCX.

- Scott Butera to be appointed President of FCX through the termination date of the Binding Letter of Intent. In the event the transaction proceeds to the next phase, the definitive agreemen␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣ ␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣

- MPGE to reimburse Crossroads for $400,000 of expenses incurred to date in three installments (due $200,000 upon ␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣ before June 15, 2013). MPGE shall also be responsible to fund the next $1,000,000 of costs incurred after the Effective Date by FCX to pursue the License as costs become due and payable. MPGE is committing $1.4 Million under the terms of the Binding Letter of Intent, which amount does not provide MPGE with an ownership interest in FCX.

- MPGE will reasonably assis␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣ ␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣ 22% Equity Interest in FCX, with the remaining 78% of Equity to be held by Crossroads before giving effect to the New Equity. MPGE will not own any Equity Interest in FCX prior to such time as it has funded a minimum of $20 Million.

- ␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣␣ - Holders of New Equity will have 55% Ownership Interest in FCX with Crossroads/MPGE owning the remaining 45% (of

which 35.1 % owned by Crossroads and 9.9% owned by MPGE). - Project will be branded under the FoxwoodsTrade Name, and MPGE will receive a Branding Fee equal to 0.25% of

Gross Revenues (net of promotional allowances), subject to a License Agreement to be negotiated. ␣ Foxwoods will have primary responsibility for designing, developing, constructing, equipping and furnishing the Project and will be entitled to a Development Fee equal to 2% of the sum of all costs incurred in connection therewith, subject to

a Development Agreement to be negotiated. - MPGE will have primary responsibility for managing the Project, and in return, MPGE will receive a Management Fee

equal to 1% of Gross Revenues (net of promotional allowances), in addition to an Incentive Management Fee based upon

Annual EBITDA to be limited to 5% of EBITDA subject to a Management Agreement to be negotiated. - The MPGE Management Term shall be five years with (2) five-year renewal options. If terminated without cause, MPGE

to receive Termination Fee. - Definitive Agreements to be negotiated/entered into between the parties by May 1, 2013. - Waiver of Sovereign Immunity required under the Binding Letter of Intent whereby MPGE consents to jurisdiction of

State and Federal Courts in Massachusetts and Connecticut.