Rainmaker to Acquire IDT Entertainment's 62 Percent Stake in Mainframe Entertainment Inc.

Mainframe Entertainment, Inc. ("Mainframe") (TSX: MFE) announced today that RNK Capital Limited Partnership, a wholly owned subsidiary of Rainmaker Income Fund (TSX: RNK.UN) (collectively "Rainmaker") has entered into an agreement to purchase from IDT Entertainment Inc. and its affiliates ("IDT") 62% of the outstanding common shares (the "IDT Block") of Mainframe Entertainment, Inc., a leading computer generated ("CG") animation company with revenues of $19 million in the fiscal year ended March 31, 2006. The acquisition is expected to close on July 31, 2006.

Following the closing of the acquisition from IDT, Rainmaker intends to acquire the balance of the shares of Mainframe. In this regard Rainmaker has entered into an agreement with Working Opportunity Fund (EVCC) Ltd. ("WOF") under which WOF has agreed to support a follow-on acquisition proposal at a price of $0.24 per share. WOF holds approximately 13% of the outstanding shares of Mainframe. Rainmaker intends to announce the details of the follow-on acquisition after closing of the purchase of the IDT Block and expects the follow-on acquisition will close within 3 months.

If Rainmaker acquires all of the remaining shares of Mainframe at the proposed price of $0.24 per share, the aggregate acquisition purchase price to Rainmaker for all of the shares of Mainframe including the shares acquired from IDT will be approximately $13.8 million. Rainmaker will fund purchase from the proceeds of a new $9,000,000 loan facility (the "New Loan") from a chartered bank and the balance from available cash. The New Loan will require interest only payments at prime plus 1% for approximately three years.

The Trustees of the Rainmaker also announced that Warren Franklin, current President of Rainmaker Animation & Visual Effects, a division of Rainmaker's wholly-owned subsidiary Rainmaker Limited Partnership ("Rainmaker LP"), has been appointed CEO and a Trustee of Rainmaker effective immediately. Warren Franklin replaces Mark Prior who has stepped down as CEO and a trustee of Rainmaker to pursue other interests however, Mark Prior will continue his association with Rainmaker as a consultant through the closing of the Mainframe transactions. The Trustees of Rainmaker extend their thanks to Mark Prior for his contribution to Rainmaker.

Barry Chambers, President of Rainmaker LP will continue in that position overseeing Rainmaker LP's lab and post production services. Cheryl Nex and David Carter will continue in their roles of President of EP Canada Limited Partnership and Canada Film Capital Limited Partnership, respectively.

Upon completion of the acquisition of Mainframe, Rainmaker proposes to combine the businesses of Mainframe and Rainmaker Animation & Visual Effects. Warren Franklin and Rick Mischel, the current CEO of Mainframe, will lead the new entity. The combined entity will be the largest animation and visual effects studio in Canada, employing over 300 artists and technicians and will have significant global reach due to Rainmaker LP's facility in the London, England and Mainframe's Los Angeles office.

"At Rainmaker LP, we've long admired the work and track record of Mainframe," states Franklin. "Both entities have been making significant strides into each other's areas of expertise and the time is right to harness our joint skills and talent pools. We're eagerly looking forward to combining our ranks and continuing our growth momentum."

Mischel concurs, "The blending of our two businesses will be good for both our clients and our staff. We will continue to each serve our core clients while also expanding that base with our pooled creative services. Mainframe's animators will provide additional creative talent and at the same time, will benefit greatly from access to Rainmaker LP's pipeline, state-of-the-art film lab, and proprietary technology. We'll also be more nimble in our plans for developing intellectual properties, especially with our return to Canadian ownership."

Barry Chambers adds, "Combining with Mainframe in CG animation is a natural next step for Rainmaker LP given our post production experience in high definition technology. Our established pipeline will allow for shorter post production timelines for features and direct-to-video projects in high definition."

Franklin, a veteran entertainment and visual effects executive, has previously held positions at Lucasfilm Ltd., Colossal Pictures, Cinesite/Kodak, and Pinnacle Studios. A key member of George Lucas' creative and management team for more than a decade, Franklin created the Lucasfilm Entertainment Group and served as Group Vice President overseeing its six divisions, including Industrial Light & Magic ("ILM"), LucasArts Entertainment and Skywalker Sound.

Prior to his position as Mainframe CEO, Mischel served as President and COO of The Harvey Entertainment Company, where he managed the production and licensing of successful entertainment intellectual properties like Casper the Friendly Ghost, while leading the company to increased earnings through sales and mergers prior to the company's sale of its Harvey assets to Classic Media. Mischel began his career as an entertainment attorney with O'Melveny & Myers, then went on to executive positions at Electric Pictures and Live Entertainment and was an independent producer developing and/or producing projects for Nickelodeon, Fox Television Studios, the WB Network and Canal Plus.