Our ref: Your ref:

DG/MFB/GOG/PJE022/1173834

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CR

BUSINESS CONSULTING

43 - 45 Portman Square London Wi H 6LY t +44 (0)20 7487 7240 f +44 (0)20 7487 7299 www.mcr.uk.com

Strictly Private and Confidential

Mr C Whyte Liberty Capital Limited Aldermary House 10-15 Queen Street London EC4N 1TX
When telephoning please ask for: David Grier e-mail: dgriermcruk.com Direct line: 020 7487 7240

9 May 2011

Dear Sirs

The Rangers Football Club Plc ("the Company") - Project Charlotte

We write to set out the services that MCR Business Consulting will provide to Liberty Capital Limited ("Liberty") in respect of its subsidiary, the Company, and the terms of business, as attached, on which those services will be provided.

1.

Scope of Work

1.1 The scope of our work is set out in Appendix 1 ("the Scope")

2.
2.1

Limitations of Scope
We draw the attention of Liberty to the limitations on the Scope, being: 2.1.1 the Scope may not be sufficient to address all of Libertys concerns or issues nor may it result in the identification of all matters that may be of interest to Liberty. As a result of this limitation in Scope, it is possible that our investigations may not reveal all matters which would have been identified by an unrestricted investigation. our work will be based primarily on the information provided by the Companys management team. Our work will not constitute an audit of the financial position of the Company and will be limited to the matters expressly referred to in the Scope. the directors of the Company will be responsible for the preparation of forecasts and for determining which assumptions to use. Where we make adjustments or suggestions, this will be to support our understanding of the situation or correct errors noted. the directors forecasts will relate to future events and will be based on assumptions which may not remain valid for the whole of the relevant period.

2.1.2

2.1.3

2.1.4

MCR offices: London Manchester . Birmingham Partners: Sarah Bell, Matthew Bond, Geoffrey Bouchier, Stephen Clancy, Paul Clark, Philip Duffy, Jason Godefroy, David Grier, Steven Muncaster, Andrew Stoneman, David Whitehouse, John Whitfield, Paul Williams
AFOLIATE

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3.

Delivery of the Scope

3.1 We propose, provided that our information requirements and other reasonable requests are met within a prompt timescale, to report our findings to Liberty on the Scope in accordance with the delivery timescales set out in Appendix 1. 3.2 We will also provide Liberty with written and verbal updates and will advise of any other material matters which arise during our work to which we consider important for Liberty to be aware of. 3.3 Our written findings are confidential and must not be reproduced or distributed to any other party without our prior written consent.

3.4 Subject to your prior agreement, and additional costs involved, we may instruct other professionals to advise us and may discuss the affairs of the Company with them. 3.5 We will have no obligation to report on events or transactions occurring subsequent to the date of issue of our findings in respect of each phase of work detailed within the Scope.

4.

Assistance from the Company

Liberty

4.1 In order to keep our fees to a minimum and to ensure that the timetable can be achieved, we may require the Company and I or Liberty to analyse internal Company management information or produce information that is not currently available. We will endeavour to provide the Company and I or Liberty with advance notice of our requirements and the Company / Liberty should allocate sufficient management resources to ensure that our requirements are met on a timely basis. Additional fees may arise as a result of difficulties in obtaining information.

S.

MCR Business Consulting Team

5.1 The members of the engagement team are myself and Michael Bills, who will manage the day to day running of this engagement. 5.2 Whilst undertaking this engagement, neither we nor any of our employees will assume or be required to assume any responsibility for the management or direction of the Companys affairs, the sole responsibility of which remains with the directors and management of the Company. Attendance by a member of our team at meetings of the Company will not constitute a de facto or shadow directorship of that person and his or her attendance will be restricted to that part of the board meeting agenda relating to discussion of our work in relation to this engagement.

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6.

MCR Business Consulting Charges

6.1 We propose to charge our fees on a time costs basis, plus disbursements and VAT, which we estimate will be as follows: Phase 1 - 200,000 Phase 2 - 7,500. Phase 3 - 15,000 We will inform you immediately if these estimates are likely to be exceeded. 6.2 This estimate is subject to the availability and timeliness of information required for the review and the Scope remaining unchanged. If there is any delay in meeting our information requirements or key items of information or people are not available, this may add to a delay in the proposed timetable noted in Appendix 1. If these delays cause additional costs, we reserve the right to raise a supplementary invoice, subject to your agreement.

6.3 In the event that the engagement is terminated for any reason, other than completion, you agree to pay us an abort fee. The abort fee will be calculated as our actual time costs at our normal scale rates up to the point which the engagement is terminated. 6.4 Our fees are payable on presentation of our invoices. Our invoices will be issued upon the completion of each phase of work in the Scope. 6.5 We reserve the right to add an interest charge at a rate of 1% per month simple interest on any bills that remain unpaid 10 days after presentation.

7. 7.1

Limitation of Liability Our liability in connection with the Scope will be limited to a maximum amount of ten times the fee charged for the Scope and, subject to that cap, to the part of any loss suffered which is proportional to our responsibility. Accordingly, we will only accept liability to pay damages for loss or damage, including consequential loss, suffered by Liberty as a direct result of our negligence in performing the assignment as determined by a court of component jurisdiction. In any event to the fullest extent permitted by law our aggregate liability will in no circumstances exceed the aggregate amount specified above.

7.2

7.3 We accept no responsibility or liability to any party other than those to whom we have a direct duty of care.

8.

Standard Terms of Business

8.1 The Scope will be performed in accordance with this engagement letter and our standard terms of business, as attached at Appendix 2. Please read those terms carefully. 8.2 We shall, throughout the term of this engagement, maintain appropriate professional indemnity insurance arrangements that we regard as necessary to cover any potential liabilities that we may have to Liberty arising under this engagement.

9. 9.1

Disclosure of Information

We will accept no responsibility, and will deny any liability, to any other party that is shown or gains access to any of our written communications and we will be entitled to make this clear in those documents.

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BUSINESS CONSULTING

10.

Termination

10.1 We reserve the right at any time and without any liability or continuing obligation to you to terminate this engagement if: 10.1.1 you are in material breach of any terms of this engagement;

10.1.2 you fail to accept our advice on a material regulatory or professional matter concerning the engagement; or 10.1.3 we are not satisfied that we can proceed with this engagement without being in default of applicable laws and/or ethical guidelines.

11.

Duty ofCare

11.1 By accepting this assignment we are undertaking a duty of care to Liberty and we are aware that Liberty will be relying upon the contents of our findings.

12.

Conflict of Interest

12.1 The rules governing our profession restrict the extent to which we can deal with companies in certain circumstances if they or any of their directors have been our clients at any time during the previous three years. There are also restrictions if there is any other relationship between us that could prejudice our objectivity or could be seen to do so. 12.2 We have not identified any other relationship that could prejudice our objectivity or be seen to do so in undertaking the Scope to which this engagement letter relates. 12.3 By agreeing to the terms of this engagement letter you confirm your understanding of the roles that we are undertaking and you consider that there are neither any conflicts of interest nor independence issues in relation to these roles. Should a conflict of interest or an independence issue arise then this shall be promptly disclosed to the other party and appropriate safeguards discussed. If it is not possible to put appropriate safeguards in place, either party may terminate this engagement.

13. Acceptance of Terms

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BUSINESS CONSULTING

13.1 Please confirm your agreement to the terms of these contractual arrangements, including those contained in Appendices 1 and 2, by signing the confirmation on the following page and returning one copy of this letter of engagement to us, duly signed. Yours faithfully

Dav Grier Partner MCR Business Consulting Enc.

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To: MCR Business Consulting We, Liberty Capital Limited and the Company, confirm our instructions to you and we shall co-operate with you fully and comply with your requirements to assist you in your task. We shall be wholly responsible for the costs and expenses of MCR Business Consulting in connection with this engagement. Original VAT invoices should be sent to Liberty Capital Limited do The Rangers Football Club Plc. In the event of non-payment of the invoices within terms, the signatory below will be personally responsible for payment of any amounts outstanding in connection with this engagement.

Director (duly authorised signatory for and on behalf of Liberty Capital Limited and the Company)

C4

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Name Position

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Date

Appendix 1 Scope of Work

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BUSINESS CONSULTING

The Scope of our work will be to conduct three separate phases of work, as follows: 1. Phase 1 General ongoing post-acquisition consultancy advice to Liberty. General consultancy advice to include discussions with the Companys finance team on a daily basis in order to monitor the Companys cash flow and provide Liberty with adhoc update reports in respect of the Clubs rolling 13 week cash flow forecast. Estimated timescale for delivery - Ongoing until advised otherwise by Liberty. Cash flow monitoring due to commence upon issue of the short term cash flow forecast review as detailed in phase 2.

2.

Phase 2 Develop and produce a high level post acquisition strategic plan, focusing upon strategic, operational and financial elements, in support of Libertys objectives.

ii.

Critically analyse and comment on the Companys short term weekly cash flow forecast for the period to 19 August 2011, concentrating on: methodology used to prepare the forecast(s); principal assumptions and their vulnerability; areas of potential sensitivity identified in managements projections; illustrated effect of sensitivities identified by MCR on managements projections; and potential level of short term funding required to support ongoing trading. Estimated timescale for delivery - 24 May 2011.

iii.

Review and provide comment against the Companys current organisational staff structure, its associated cost and its impact upon the Companys profit forecast for the financial year to 30 June 2012. Provide Liberty with conclusions and recommendations against the organisational staff structure, including areas of possible weakness and opportunities for improvement. Estimated timescale for delivery - 10 June 2011.

3.

Phase 3

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BUSINESS CONSULTING

Liaise with HM Revenue & Customs ("HMRC") on behalf of the Company in respect of its potential tax liability of 2.8m relating to a discounted option scheme associated player contributions between 1999 and 2003. Provide Liberty and the Company with a recommended repayment proposal, based on ability to pay, for presentation and discussion with HMRC. Estimated timescale for delivery - 27 May 2011. Subject to response of HMRC to the above noted time to pay proposal and ongoing information in respect of the Companys secondary potential tax liability (due to be heard in November 2011), MCR to provide outline recommendations and options available to Liberty and the Company. It will also be necessary to link any discussion with HMRC to previous and current advice that the Company and I or Liberty has received from retained tax advisors.

Appendix 2

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BUSINESS CONSULTING

MCR Business Consulting Standard Terms of Business The following standard terms of business apply to all engagements accepted by MCR Business Consulting. All work carried out is subject to these terms except where changes are expressly agreed in writing. 1. Professional obligations

1.1 We will observe the byelaws, regulations and ethical guidelines of the Institute of Chartered Accountants in England and Wales and accept instructions to act for you on the basis that we will act in accordance with those guidelines. 2. Confidentiality

2.1 We note the confidential nature of the work undertaken by us and confirm that all such information that comes into our possession will remain confidential. 2.2 Notwithstanding the provisions of this paragraph, neither we nor the Company will be prevented from disclosing confidential information about the other:2.2.1 which is or comes into the public domain, other than by a breach of an obligation of confidentiality contained in this letter or its appendices; or 2.2.2 which is or becomes known from other independent sources where there are no restrictions on disclosure; or 2.23 which is required to be disclosed by us by law or any professional or regulatory or similar request or compulsory obligation; or 2.2.4 to the respective legal advisers or insurers of us or the group. 2.3 We reserve the right to act during this engagement for other clients whose interests may be adverse to yours. We will notify you immediately should we become aware of any conflict of interest to which we are subject in relation to you. 3. Investment services

3.1 We are not authorised by the Financial Services Authority (FSA) to conduct investment business and we will not offer any investment advice as part of this engagement. 4. Commissions or other benefits

4.1 Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without us being liable to account to you for any such amounts.

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5. 5.1

Retention of and access to records During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following our completion of each engagement. You should retain these records for at least six years from the end of the accounting year to which they relate. Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than six years old, other than documents which we consider to be of continuing significance. If you require retention of any document you must notify us of that fact in writing. Help us to give you the right service If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know.

5.2

6. 6.1

6.2 We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. 7. 7.1 Applicable law This engagement letter is governed by, and construed in accordance with, English law. The Courts of England will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction. Internet communication Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not an acceptable means of communication. It is the responsibility of the recipient to carry out a virus check on any attachments received.

8. 8.1

8.2

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9. 9.1

Data Protection Act 1998 We may obtain, use, process and disclose personal data about you in order that we may discharge the services agreed under this engagement letter, and for other related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. You have a right of access, under data protection legislation, to the personal data that we hold about you. We confirm that when processing data on your behalf we will comply with the provisions of the Data Protection Act 1998. For the purposes of the Data Protection Act 1998, the Data Controller in relation to personal data supplied about you is Cohn Young. Contracts (Rights of Third Parties) Act 1999

10.

10.1 Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act. 10.2 The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of our professional services or work that is made available to them. 11. Money laundering

11.1 We have a duty under the Proceeds of Crime Act 2002 to report to the Serious Organised Crime Agency (SOCA) if we know, or have reasonable cause to suspect, that you, or anyone connected with your business, are or have been involved in money laundering. Failure on our part to make a report where we have knowledge or reasonable grounds for suspicion would constitute a criminal offence. 11.2 The offence of money laundering is defined by S340(11) of the Proceeds of Crime Act and includes concealing, converting, using or possessing the benefits of any activity that constitutes a criminal offence in the UK. It also includes involvement in any arrangement that facilitates the acquisition, retention, use or control of such a benefit. This definition is very wide and would include such crimes as: deliberate tax evasion; deliberate failure to inform the tax authorities of known underpayments or excessive repayments; fraudulent claiming of benefits or grants, or obtaining a contract thought bribery. Clearly this list is by no means exhaustive. 11.3 We are obliged by law to report any instances of money laundering to SOCA without your knowledge or consent. In fact, we may commit the criminal offence of tipping off under the Proceeds of Crime Act if we were to inform you that a report had been made. In consequence, neither the firms principals nor staff may enter into any correspondence or discussions with you regarding such matters.

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11.4 We are not required to undertake work for the sole purpose of identifying suspicions of money laundering. We shall fulfil our obligations under the Proceeds of Crime Act 2002 in accordance with the guidance published by Institute of Chartered Accountants in England and Wales. 12. Limitation of liability

12.1 We will provide our professional services with reasonable care and skill. However, we will not be held responsible for any losses arising from the supply by you or others of incorrect or incomplete information, or your or others failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities. 12.2 You agree to hold harmless and indemnify us against any misrepresentation, whether intentional or unintentional, supplied to us orally or in writing in connection with this agreement. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis. 13. Health and safety

13.1 We comply with all relevant health and safety legislation.