WHEREAS :

A. The Covenantor, Genstar Corporation, is the owner
in fee-simple and W.E. Industries Ltd. is holder of a right
to purchase of all and singular that certain parcel of land
Situate in the City of Port Coquitlam, in the Province of
British Columbia, and more particularly known and described
as:

Parcel Identifier 005-816-807
Lot 17

District Lot 344

Group 1

New Westminster District

Plan 73394

(hereinafter called the "Lands")

The Covenantee is the registered owner of a charge
registered against the Lands being Statutory Right-of-Way
No. AA3164 (the "Statutory Right-of-Way") ;

Cc. The Statutory Right~of~Way grants to the
Covenantee the right to construct and maintain certain works
within a portion of the Lands shown in black outline on
Statutory Right-of-Way plan #73468 (the "Right-of-Way
Area"); ‘

D. The Covenantor has constructed a portion of a
building (the "“Encroachment") within the Right-of-Way area;

Be The Covenantee has agreed to permit the
Encroachment to remain in the Right-of-Way Area on the terms
and conditions of this Agreement.

NOW THEREFORE, in consideration of the premises
and of the mutual covenants and agreements of the parties
herein contained and of the sum of ONE ($1.00) DOLLAR now
paid by the Covenantee to the Covenantor (the receipt and
sufficiency whereof is hereby acknowledged by the
Covenantor), the parties hereto do hereby covenant and agree

each with the other as follows:

lL. The Covenantor acknowledges that the Encroachment
is situated within the Right-of-Way Area.

2. The Covenantee covenants and agrees that it will
not take any action against the Covenantor to remove the

Encroachment.
3. The Covenantor covenants and agrees that notwith-
standing paragraph 2 herein, the Covenantee shall retain all

of its rights pursuant to the Statutory Right-of-Way and
that the Covenantee does not represent to the Covenantor

78