C. The Council of the City is considering adoption of a bylaw to impose a development
cost charge for drainage works in respect of the Lands (the "Bylaw") and any subdivision
of the Lands is agreed to be premature until the Bylaw is adopted, subject to the entry of
this Agreement.

NOW THEREFORE the City and the Developer, in consideration of $1.00
paid to the Developer by the City arid in consideration of the terms and conditions of this
Agreement, agree as follows:

If the Lands are subdivided prior to adoption of the Bylaw and the Bylaw is adopted
on or before December 31, 1993, the Developer shall pay to the City an amount (the
"D.C.C. Equivalent") equivalent to the development cost charges which would have
been payable if the Bylaw had been in force on the date of subdivision.

The Developer has deposited with the City an irrevocable letter of credit in the
amount of $25,000.00 (the "Letter of Credit"). The Developer shall maintain the
Letter of Credit in effect until] December 31, 1993 or until the Letter of Credit is
drawn down pursuant to paragraph 3.

If the Lands are subdivided and the Bylaw is adopted on or before December 31,
1993, the City may drawn down the Letter of Credit for the full amount of the
D.C.C. Equivalent immediately upon adoption of the Bylaw.

If the amount of the D.C.C. Equivalent exceeds $25,000.00, the Developer shall pay
the excess amount to the City within fourteen days of receipt of the City’s invoice
for the excess arnount. If the D.C.C. Equivalent is less than $25,000.00, the City shall
either draw down the Letter of Credit only to the amount of the D.C.C. Equivalent
or shall return any drawing in excess of the D.C.C. Equivalent to the Developer.

If the Lands are subdivided prior to adoption of the Bylaw and the Bylaw is not
adopted on or before December 31, 1993, the Developer shall have no obligation to
pay the D.C.C. Equivalent in relation to that subdivision and the Letter of Credit
shall lapse.

If the Bylaw is adopted prior to subdivision of the Lands, development cost charges
shall be payable as levied by the Bylaw.

Nothing in this Agreement shall obligate the Approving Officer of the City to
approve the subdivision of the Lands and any subdivision shall be in accordance with
all applicable bylaws and statutes.

The Developer shall remain liable for payment of the D.C.C. Equivalent and this
Agreement and the Letter of Credit shall remain in force notwithstanding any
transfer of title to all or part of the Lands.

The D.C.C. Equivalent is not payable in respect of a subdivision of the Lands for the
sole purpose of transferring part of the Lands to Millbrook Investments Ltd.

PAGE