VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 4, 2008) - Boston Pizza Royalties Income Fund (the "Fund") (TSX:BPF.UN) and Boston Pizza International Inc. ("BPI") each reported today financial results for the period of July 1, 2008 to September 30, 2008 (the "Period") and the year-to-date results from January 1, 2008 to September 30, 2008 ("Year-to-date"). A copy of the management's discussion and analysis and financial statements are available at www.sedar.com and www.bpincomefund.com. The Fund will host a conference call to discuss the results on November 4, 2008 at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time). The call can be accessed by dialling 1-800-319-4610 or 604-638-5340. A replay will be available until November 11, 2008 by dialling 1-800-319-6413 or 604-638-9010 and entering the pin code: 4452 followed by # sign.

Same Store Sales Growth ("SSSG"), the key driver of yield growth for individual Unitholders of the Fund, was 0.3% for the Period and 0.9% Year-to-date compared to the same periods one year ago. Franchise sales of restaurants in the royalty pool increased 9.4% for the Period and 10.8% Year-to-date versus 2007. This growth was achieved through SSSG and the addition of 34 new restaurants to the royalty pool on January 1, 2008.

"In the third quarter we opened three new Boston Pizza restaurants and renovated another ten locations to the latest design standards," said Mike Cordoba, Chief Executive Officer. "Sales in the Period were driven by our new menu and a successful 62 Days of Summer promotion, which ran in all restaurants through July and August and included a chance to win a vacation package on each day of the event."

Earnings before income taxes of the Fund increased by 17.5% for the Period and 19.0% Year-to-date compared to the same periods in 2007. Earnings before income taxes of the Fund for the Period were $5.5 million or $0.352 per unit compared to the third quarter of 2007 in which earnings before income taxes were $4.7 million or $0.368 per unit. Distributions declared for the Period were $5.4 million or $0.345 per unit compared to the third quarter of 2007 in which distributions declared were $4.3 million or $0.339 per unit. Distributions for the Period were funded entirely by cash flow from operations. No debt was incurred at any point during the Period to fund distributions.

The Trustees of the Fund are pleased to announce a monthly cash distribution to Unitholders of 11.5 cents per unit for October 2008. The distribution will be paid to Unitholders of record at the close of business on November 21, 2008 and will be payable on November 28, 2008. The Fund periodically reviews distribution levels based on its policy of stable and sustainable distribution flow to Unitholders.

On September 22, 2008 the Fund announced that it had received Toronto Stock Exchange ("TSX") approval of a Notice of Intention to Make a Normal Course Issuer Bid ("NCIB") through the facilities of the TSX which permits the Fund to repurchase for cancellation up to 1,336,154 units, being approximately 8.5% of the Fund's issued and outstanding units (as at September 19, 2008) and approximately 10.0% of its public float, currently comprised of 13,361,545 units.

Purchases under the NCIB commenced on October 1, 2008 and as of November 3, 2008, the Fund had acquired 142,900 units at an average price of $8.88. The NCIB will terminate on September 30, 2009 or such earlier date that the Fund has acquired the maximum number of units under the issuer bid. The Fund will pay the market price at the time of acquisition for any units purchased through the facilities of the TSX and all units acquired under the NCIB will be cancelled.

The Fund is a limited purpose, open-ended trust established under the laws of British Columbia to acquire indirectly certain trade-marks and trade names used by BPI in its Boston Pizza restaurants in Canada. The trade-marks are licensed to BPI for 99 years for which BPI pays the Fund 4% of franchise revenues of royalty pooled restaurants.

HIGHLIGHTS

The following table sets out selected historical information and other data from the financial statements of the Fund and Boston Pizza Royalties Limited Partnership (the "Partnership"), which should be read in conjunction with the attached consolidated financial statements of the Fund.

                        Jul 1, 2008  Jul 1, 2007  Jan 1, 2008  Jan 1, 2007
                                 to           to           to           to
                       Sep 30, 2008 Sep 30, 2007 Sep 30, 2008 Sep 30, 2007
--------------------------------------------------------------------------
   (in thousands of dollars - except restaurants, SSSG and per unit items)


System-Wide Gross
 Sales                   $  219,965   $  202,069   $  621,518   $  559,679


Number of restaurants
 in Royalty Pool                298          266          298          266


Franchise Sales
 reported by restaurants
 in Royalty Pool         $  170,768   $  156,111   $  487,362   $  439,980


Royalty Income - 4% of
 Franchise Sales of
 Royalty Pool
 Restaurants             $    6,831   $    6,244   $   19,495   $   17,599


Partnership
 administrative and
 interest expenses       $      267   $      215   $    1,041   $      859


Partnership earnings
 for the period before
 undernoted              $    6,564   $    6,029   $   18,453   $   16,740


BPI's interest in the
 earnings of the
 Partnership             $    1,494   $    1,783   $    4,638   $    5,350


Equity income related
 to BPI royalties earned
 by the Fund             $    5,070   $    4,246   $   13,815   $   11,390


Interest income          $      450   $      450   $    1,350   $    1,350


Earnings before income
 taxes                   $    5,520   $    4,696   $   15,165   $   12,740


Future income taxes
 expense                          -   $      176   $      116   $    2,999


Net earnings             $    5,520   $    4,520   $   15,049   $    9,741


Basic and Diluted
 Earnings per Fund
 unit                    $    0.352   $    0.354   $    1.009   $    0.783


Distributions declared
 per Fund unit           $    0.345   $    0.339   $    0.920   $    0.896


Same store sales
 growth (SSSG)                  0.3%         6.6%         0.9%         6.6%


Number of restaurants
 opened during period             3            7           10           14


Number of restaurants
 closed during period             1            0            2            0

OUTLOOK

Boston Pizza is well positioned for future growth and should continue to strengthen its position as the number one casual dining brand in Canada. In 2008, management of Boston Pizza International Inc. anticipates that approximately 27 new locations will open across Canada. The forecast of new restaurant openings for 2008 was lowered from the previously estimated range of 30 to 35 locations due to slower than anticipated site development experienced Year-to-date. Management will continue to pursue further development in Western Canada, while the majority of new locations are expected to be in Eastern Canada and Quebec.

SSSG in the remainder of 2008 will be driven by the new television advertising campaign, a larger national marketing budget and an updated menu. In addition, Boston Pizza has surpassed its previously announced plans for a record 25 to 30 restaurant renovations this year, with 32 completed so far in 2008. Relatively weaker economic conditions experienced Year-to-date have had an impact on sales at Boston Pizza Restaurants and BPI management is not expecting a significant improvement in economic conditions in the near-term.

Certain information in this press release may constitute "forward-looking information" that involves known and unknown risks, uncertainties, future expectations and other factors which may cause the actual results, performance or achievements of the Fund, the Boston Pizza Holdings Trust, the Partnership, Boston Pizza Holdings Limited Partnership, BPI, Boston Pizza restaurants, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. When used in this press release, such information uses words including "anticipate", "estimate", "may", "will", "expect", "believe", "plan" and other similar terminology. This information reflects current expectations regarding future events and operating performance and speaks only as of the date of this press release. Such forward-looking information involves a number of risks, uncertainties and future expectations including, but not limited to the risks and uncertainties set out in the Fund's management's discussion and analysis under "Risks and Uncertainties". Forward-looking information is made as of the date hereof and, except as required by law, we assume no obligation to update or revise forward-looking information to reflect new events or circumstances.

The trustees of the Fund have approved the contents of this press release.

Consolidated Financial Statements of


BOSTON PIZZA ROYALTIES INCOME FUND


Three and nine months ended September 30, 2008 with comparative figures for
2007
(Unaudited)



BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Balance Sheets


--------------------------------------------------------------------------
                                              September 30,    December 31,
                                                      2008            2007
--------------------------------------------------------------------------
                                                (unaudited)
Assets


Current assets:
 Cash                                         $         379  $         334
 Interest receivable on note receivable
  from Boston Pizza International Inc.              150,000        150,000
 Distributions receivable from Boston
  Pizza Royalties Limited Partnership                     -      1,316,361
 -------------------------------------------------------------------------
                                                    150,379      1,466,695
Note receivable from Boston Pizza
 International Inc.                              24,000,000     24,000,000


Investment in Boston Pizza Royalties
 Limited Partnership (note 7)                   162,632,979    125,198,453


--------------------------------------------------------------------------
                                              $ 186,783,358  $ 150,665,148
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Liabilities and Unitholders' Equity


Current liabilities:
 Distributions payable to Fund unitholders    $           -  $   1,466,356
 -------------------------------------------------------------------------


Future income taxes (note 9)                      2,997,000      2,881,000


Unitholders' equity:
 Fund units                                     185,703,749    149,182,700
 Accumulated deficit                             (1,917,391)    (2,864,908)
 -------------------------------------------------------------------------
                                                183,786,358    146,317,792
Contingency (note 8)
Subsequent event (note 10)


--------------------------------------------------------------------------
                                              $ 186,783,358  $ 150,665,148
--------------------------------------------------------------------------
--------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.



BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Statements of Earnings and Comprehensive Income
(Unaudited)


Three and nine months ended September 30, 2008, with comparative figures
for 2007


--------------------------------------------------------------------------
                          Three months ended             Nine months ended
                                September 30,                 September 30,
                  --------------------------  ----------------------------
                            2008        2007           2008           2007
--------------------------------------------------------------------------


Revenue (note 6(a)):
 Equity income
  related to BPI
  royalties       $  5,070,413  $  4,246,025  $  13,815,247  $  11,389,969
 Interest income       450,015       450,015      1,350,040      1,350,040
--------------------------------------------------------------------------
Earnings before
 income taxes        5,520,428     4,696,040     15,165,287     12,740,009


Future income taxes
 expense (note 9)            -       176,000        116,000      2,999,000
--------------------------------------------------------------------------
Net earnings and
 comprehensive
 income for the
 period           $  5,520,428  $  4,520,040  $  15,049,287  $   9,741,009
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Weighted average
 units outstanding  15,696,168    12,750,922     14,911,486     12,436,062
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Basic and diluted
 earnings per Fund
 unit             $       0.35  $       0.35  $        1.01  $        0.78
--------------------------------------------------------------------------
--------------------------------------------------------------------------



Consolidated Statements of Accumulated Deficit
(Unaudited)


Three and nine months ended September 30, 2008, with comparative figures
for 2007


--------------------------------------------------------------------------
                          Three months ended             Nine months ended
                                September 30,                 September 30,
                  --------------------------  ----------------------------
                          2008          2007           2008           2007
--------------------------------------------------------------------------


Retained earnings
 (deficit),
 beginning of
 period           $ (2,022,641) $ (1,632,418) $  (2,864,908) $     248,883


Net earnings for
 the period          5,520,428     4,520,040     15,049,287      9,741,009


Distributions
 declared to Fund
 unitholders        (5,415,178)   (4,322,562)   (14,101,770)   (11,424,832)
--------------------------------------------------------------------------


Accumulated
 deficit, end of
 period           $ (1,917,391) $ (1,434,940) $  (1,917,391) $  (1,434,940)
--------------------------------------------------------------------------
--------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.



BOSTON PIZZA ROYALTIES INCOME FUND
Consolidated Statements of Cash Flows
(Unaudited)


Three and nine months ended September 30, 2008, with comparative figures
for 2007


--------------------------------------------------------------------------
                          Three months ended             Nine months ended
                                September 30,                 September 30,
                  --------------------------  ----------------------------
                          2008          2007           2008           2007
--------------------------------------------------------------------------
Cash provided by
 (used in):


Operations:
 Net earnings     $  5,520,428  $  4,520,040  $  15,049,287  $   9,741,009
 Items not
  affecting cash:
  Equity income     (5,070,413)   (4,246,025)   (13,815,247)   (11,389,969)
  Future income
   taxes                     -       176,000        116,000      2,999,000
 Distributions received
  from Boston Pizza
  Royalties Limited
  Partnership        4,965,178     3,872,562     14,218,132     11,273,471
 -------------------------------------------------------------------------
                     5,415,193     4,322,577     15,568,172     12,623,511


Financing:
 Distributions paid
  to Fund
  unitholders       (5,415,178)   (4,322,562)   (15,568,127)   (12,623,466)
--------------------------------------------------------------------------


Increase in cash            15            15             45             45


Cash, beginning of
 period                    364           305            334            275
--------------------------------------------------------------------------


Cash, end of
 period           $        379  $        320  $         379  $         320
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Supplementary
 information:
 Non-cash financing
  and investing
  activities:
  Issuance of Fund
   units to acquire
   additional interest
   in Boston Pizza
   Royalties Limited
   Partnership    $          -  $          -  $  36,521,050  $  26,576,464


--------------------------------------------------------------------------
--------------------------------------------------------------------------


See accompanying notes to consolidated financial statements.

BOSTON PIZZA ROYALTIES INCOME FUND

Notes to Consolidated Financial Statements

(Unaudited)

Nine months ended September 30, 2008 and 2007

1. Basis of presentation:

These consolidated financial statements include the accounts of the Boston Pizza Royalties Income Fund, its wholly-owned subsidiaries Boston Pizza Holdings Trust (the "Trust"), Boston Pizza Holdings GP Inc. and Boston Pizza Holdings Limited Partnership, and its 80% owned subsidiary Boston Pizza GP Inc. ("BPGP") (collectively the "Companies" or "Fund"). BPGP is the managing general partner and Boston Pizza International Inc. ("BPI") is a general partner of Boston Pizza Royalties Limited Partnership (the "Partnership"). All residual ownership of BPGP is either directly or indirectly controlled by BPI.

The Partnership is considered to be a variable interest entity. BPI is the primary beneficiary of the Partnership and accordingly is required to consolidate the Partnership.

These interim consolidated financial statements have been prepared using Canadian generally accepted accounting principles.

The disclosures in these statements do not include all the disclosures required by Canadian generally accepted accounting principles for annual financial statements. These statements should be read in conjunction with the significant accounting policies and other information in the Fund's most recent annual financial statements. These statements follow the same accounting policies and methods of their application as the most recent annual financial statements, except for the changes outlined in note 2.

2. Changes in Accounting Policies:

(a) Capital Disclosures:

Effective January 1, 2008, the Fund adopted the recommendations of Canadian Institute of Chartered Accountants ("CICA") Handbook Section 1535, Capital Disclosures that specifies the disclosure of: (i) an entity's objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any established capital requirements; and, (iv) if it has not complied, the consequences of such non-compliance.

(b) Financial Instruments:

The Fund has also adopted CICA Handbook Sections 3862 and 3863 that replace Handbook Section 3861, Financial Instruments - Disclosure and Presentation, revising and enhancing its disclosure requirements, and carrying forward its presentation requirements. These new sections place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how the entity manages those risks.

3. Capital Disclosures:

The Fund's objectives in managing its capital, which it defines as Unitholders' equity, are:

- To safeguard the Fund's ability to continue as a going concern

- To provide financial capacity and flexibility to meet its strategic objectives

- To provide an adequate return to unitholders commensurate with the level of risk

- To distribute excess cash through distributions

The Fund defines its capital as the balance of unitholders' equity.

The Fund maintains formal financial policies to manage its capital structure. The Fund makes adjustments to the policies in light of changes to economic conditions, the underlying risks inherent in its operations, and capital requirements to maintain and grow its operations.

The Fund is not subject to any statutory capital requirements and has no commitments to sell or otherwise issue shares, other than the commitment to exchange Class B general partner units ("Partnership Units") held by BPI for Fund units, as described in note 6(d).

4. Financial Instruments:

The Fund classified its financial instruments as follows:

- Cash as held-for-trading, which is measured at fair value.

- Interest receivable on note receivable from BPI, distributions receivable from the Partnership and note receivable from BPI as loans and receivables, which are initially measured at fair value and subsequently at amortized cost.

- Distributions payable to Fund unitholders as other financial liabilities, which are measured at amortized cost.

- The requirement of the Fund to settle its note receivable from BPI in exchange for Class C general partner units ("Class C Units") is classified as a derivative instrument. The Fund has reviewed the net impact of this potential exchange requirement on its cash flows and has determined there is no significant value applicable to this feature.

The fair values of interest receivable, distributions receivable and distributions payable approximate their carrying amount largely due to the short-term maturities of these instruments.

5. Financial Risk Management:

The Fund is primarily exposed to credit risk, liquidity risk, and interest rate risk, as they relate to the Fund's identified financial instruments.

Credit risk

Credit risk is defined by the Fund as an unexpected loss in cash and earnings if the other party is unable to pay its obligations in due time. The Fund's exposure to credit risk arises from its distributions receivable, interest receivable and notes receivable, all being due from either BPI or the Partnership. The Fund monitors this risk through its regular review of operating and financing activities of BPI. Since its inception, the Fund has never failed to collect its interest or distributions receivable on a timely basis.

The performance of the Fund is directly dependent upon the royalty and interest payments received from BPI. The amount of royalty received from BPI is dependent on various factors that may affect the casual dining sector of the restaurant industry. In general, the restaurant industry, and in particular the casual dining sector, is intensely competitive with respect to price, service, location and food quality. If BPI and the Boston Pizza franchisees are unable to successfully compete in the casual dining sector, Franchise Sales may be adversely affected. The reduction of royalties may impact the ability for BPI to pay the royalty or interest on the loan to BPI from the Fund.

Liquidity risk

Liquidity risk results from the Fund's potential inability to meet its financial liabilities. Beyond effective net working capital and cash management, the Fund constantly monitors the operations and cash flows of the Partnership to ensure that current and future distributions to Unitholders will be met.

The Fund's capital resources are comprised of cash and cash equivalents and cash flow from operating activities.

The Fund is subject to certain guarantor covenants and reporting requirements arising from the Partnership's $5 million term loan and its undrawn $1 million operating line of credit and its $20 million term loan for the Fund's normal course issuer bid.

Interest rate risk

The Fund's interest rate risk exposure is mainly related to an interest-bearing note receivable from BPI. As this note receivable has a fixed interest rate of 7.5%, is from a related party, and is due in July 2042, the Fund does not perform interest rate risk management to minimize the overall financial interest rate risk.

6. Operations:

(a) Franchise Sales reported by Boston Pizza restaurants in the Royalty Pool during the three and nine months ended September 30, 2008 were $170,768,371 and $487,361,581 respectively (2007 - $156,111,458 and $439,980,390).

Equity and interest income earned by the Fund has been derived as follows:

--------------------------------------------------------------------------
                          Three months ended             Nine months ended
                                September 30,                 September 30,
                  --------------------------  ----------------------------
                          2008          2007           2008           2007
--------------------------------------------------------------------------
(in thousands of dollars, except number of restaurants in the Royalty Pool)


Restaurants in the
 Royalty Pool              298           266            298            266
--------------------------------------------------------------------------


Franchise Sales
 reported by
 restaurants in
 the Royalty Pool $    170,768  $    156,111  $     487,362  $     439,980
--------------------------------------------------------------------------


Royalty income
 - 4% of Franchise
 sales            $      6,831  $      6,244  $      19,494  $      17,599
Administrative
 and interest
 expenses                 (267)         (215)        (1,041)          (859)
--------------------------------------------------------------------------


Partnership earnings for
 the period before
 undernoted              6,564         6,029         18,453         16,740
BPI's interest          (1,494)       (1,783)        (4,638)        (5,350)
--------------------------------------------------------------------------


Equity income related to
 BPI royalties earned
 by Fund                 5,070         4,246         13,815         11,390
Interest income            450           450          1,350          1,350
--------------------------------------------------------------------------


Net earnings before
 income taxes     $      5,520  $      4,696  $      15,165  $      12,740
--------------------------------------------------------------------------
--------------------------------------------------------------------------

(b) On January 1, 2008, adjustments to royalty payments and Additional Entitlement were made based on the actual performance of 40 net new restaurants added to the Royalty Pool on January 1, 2007. Based on these adjustments, BPI received its pro rata portion of the remaining Additional Entitlement, 386,341 Fund units.

(c) On January 1, 2008, 34 new Boston Pizza restaurants that opened during the period from January 1, 2007 to December 31, 2007 were added to the Royalty Pool. The Franchise sales of these 34 new restaurants have been estimated at $69,144,000. The total number of restaurants in the Royalty Pool increased to 300. As a result of the contribution of the additional net sales to the Royalty Pool, and assuming 100% of the Additional Entitlement, BPI's Additional Entitlement is equivalent to 1,889,459 (2007 - 2,158,478) Fund units. BPI will also receive a proportionate increase in monthly distributions from the Partnership. Of the Additional Entitlement, 20% (2008 - 377,892 units; 2007 - 431,696 units) remain unissued and are not eligible for conversion to Fund units until January 1, 2009 (2007 units - January 1, 2008) based on the actual performance of the new stores.

(d) On March 13, 2008, BPI exchanged Partnership Units for 2,945,246 Fund units. As a result, the Fund's investment in the Boston Pizza Royalties Limited Partnership and Fund units increased by $36,521,050, which is based on the market value of the Fund's units at that date. BPI then sold these Fund units to the public. As of September 30, 2008, BPI holds exchangeable Partnership Units equivalent to 2,140,392 Fund units, or 12% of the issued and outstanding units on a fully diluted basis.

(e) During 2008, BPI has permanently closed two locations, bringing the number of total restaurants in the Royalty Pool from 300 to 298. The impact of these closures will be factored into the calculation of new Franchise Sales added to the Royalty Pool from restaurants opened during 2008 for the calculation of Additional Entitlements on January 1, 2009.

7. Investment in Boston Pizza Royalties Limited Partnership:

--------------------------------------------------------------------------


Balance as at December 31, 2006                              $  98,854,840


Acquisition of additional Partnership Units by
 issuing Fund units                                             26,576,464
Equity income                                                   15,231,904
Distributions from the Partnership                             (15,464,755)
--------------------------------------------------------------------------


Balance as at December 31, 2007                                125,198,453


Acquisition of additional Partnership Units by
 issuing Fund units                                             36,521,050
Equity income                                                   13,815,247
Distributions from the Partnership                             (12,901,771)


--------------------------------------------------------------------------
Balance as at September 30, 2008                             $ 162,632,979
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Summarized balance sheet of the Partnership is as follows:


--------------------------------------------------------------------------
                                               September 30,   December 31,
                                                       2008           2007
--------------------------------------------------------------------------


Current assets                                $   7,033,073  $   9,273,162
Long-term assets, consisting of the BP Rights   216,864,560    191,191,716
--------------------------------------------------------------------------


Total assets                                  $ 223,897,633  $ 200,464,878
--------------------------------------------------------------------------
--------------------------------------------------------------------------


Current liabilities                           $   4,159,534    $ 8,112,139
Long-term liabilities                             5,000,000      5,000,000


Partners' surplus                               214,738,099    187,352,739
--------------------------------------------------------------------------


Total liabilities and surplus                 $ 223,897,633  $ 200,464,878
--------------------------------------------------------------------------
--------------------------------------------------------------------------

8. Contingency:

On March 7, 2008 BPI, the Fund, and Boston Market Corporation ("Boston Market") entered into a Trademark Co-Existence and Settlement Agreement settling all ongoing litigation between the parties and other parties currently or formerly related to Boston Market. The litigation involving BPI, the Fund, Boston Market and other parties arose due to Boston Market's decision to begin operating Boston Market restaurants in Canada in 2002. Boston Market restaurants ceased operating in Canada in 2004.

The Trademark Co-Existence and Settlement Agreement resolves the trademark infringement action commenced by BPI and the Fund against Boston Market and related parties, the trademark expungement proceedings and counterclaim commenced by Boston Market and related parties against BPI and the Fund relating to various trademarks owned by the Fund and used by Boston Pizza restaurants in Canada, as well as various trademark applications made by Boston Market or related parties and opposed by BPI.

The principal terms of the Trademark Co-Existence and Settlement Agreement include:

(a) Boston Market has agreed that for a five-year period it will not apply to register in Canada or use in Canada any trademark that incorporates the words "Boston" or "Boston Market" in association with restaurants or any food or beverage products other than pre-packaged food products (not including pizza and lasagna) intended for consumption at home and distributed through retail distribution channels other than restaurants;

(b) BPI and the Fund have agreed not to challenge the registration in Canada or the use in Canada by Boston Market of the trademark "BOSTON MARKET" in association with pre-packaged food products (not including pizza and lasagna) intended for consumption at home and distributed through retail distribution channels other than restaurants;

(c) Boston Market has agreed that for a five-year period it will not challenge the registration in Canada or the use in Canada by the Fund or BPI of any trademark that uses the words "Boston" or "Boston Pizza" (except for certain trademarks of Boston Market such as "BOSTON MARKET", "BOSTON CHICKEN", and "BOSTON HEARTH");

(d) Boston Market will comply with various trade-dress restrictions; and

(e) No compensation will be paid by any party in relation to the Trademark Co-Existence and Settlement Agreement.

9. Income taxes:

On October 31, 2006, the Canadian federal government announced proposed tax legislation that would change the income tax rules applicable to publicly traded trusts rendering income trusts taxable starting in 2011. On June 12, 2007, the proposed tax legislation passed third reading in the House of Commons. As a result, the associated income tax became substantively enacted for accounting purposes. The legislation imposes a tax of 31.5% on Canadian public income trusts. This rate was subsequently lowered in December 2007 and then again in June 2008 to 27.5% for 2011 and 26% for 2012 and onwards. As a transition period applies to publicly traded trusts that existed prior to November 1, 2006, the new tax is not expected to apply to the Fund until January 1, 2011.

Future income taxes are recorded on the temporary differences arising between the accounting and tax bases of balance sheet assets and liabilities. Historically the Fund had been exempt from recognizing future income taxes associated with temporary differences.

The impact on the Fund's consolidated financial statements was to record a future income tax expense of nil (2007 - $176,000) and $116,000 (2007 - $2,999,000) for the three and nine months ending September 30, 2008 and 2007 respectively, and a corresponding future income tax liability. The future income tax liability arises mainly as a result of the Fund recording, in the current year, its cumulative share of the temporary differences between the accounting and tax bases of the BP Rights owned by the Partnership generated since the inception of the Fund. This additional expense had no impact on the Fund's cash flow for the year.

10. Subsequent event:

On September 22, 2008, the Toronto Stock Exchange ("TSX") approved the Fund's notice of intention to make a normal course issuer bid. Purchases under the issuer bid commenced on October 1, 2008 and as of October 20, 2008, the Fund had acquired 72,900 units at an average price of $9.10. The issuer bid will terminate on September 30, 2009 or such earlier date that the Fund has acquired the maximum number of units under the issuer bid. The Fund will pay the market price at the time of acquisition for any units purchased through the facilities of the TSX and all units acquired under the issuer bid will be cancelled.

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