THIS AGREEMENT

BETWEEN:

HCAS fl Rodd ‘s

CASTLES CAE tL, CORPORATION , earporation Ne. 31 British EA! : Rp

(Xn celumbia company, and NO. 1.68 GREAT FROJELIS LEb., (Incorporation No. 343031), a British Columbia company, each with its registered and records office at 1725 =< &58 Burrard Street, Vancouver, British Columbia, V7X iJ8

(sellectively, the 'purchaser")

OF THE FIRST PART THE CORPORATION OF THE Cit TOOULTLAM, 2580 Shaughnessy Street, Port Goquitlam, British Columbia, V3 2A8

(the "City")

OF THE SECOND PART

WITNESSES THAT WHEREAS:

Ae Weeatern Mortgage Development Corporation ("Wastarn") and the City entered into an agreement made as of the 6th day of October, 1968, as amended by a further agreament made as of the 7th day of November, 1988 between Western and the city (collectively, the "Main Agreement"), with raspect to the development of certain lands therein and herein referred to as Nehe lands";

B. On Cetober 7, 1988, the City lesued 4 purchase order,

No. 20797 (the "Road Purchase Ordar") eo Weatern with respect ts the construction of a portion of Mary Hill Road, pursuant to which the City has paid a down payment of $133,233.00, subject to a 10% neldback of $13,333.00;

Cc. The Purotasear intends te acquire the lands frem Weatern and, effective on the completion date of the acquigition of the landa (the “Completion Date") by the Purchaser from Western, Yastern will aseign to the Purchassr, pursuant to an agreement (the "Assignment of Main and Other Agreements") dated the 16th day of December, 1988 batween Western and tha Purchaser (a copy of which ig attached herete ea Schedule A), the Main Agreement, the Road Purchase Order and certain other agreements between Wastern ang the City affecting the lands (harvein and in the Assignment of Main and Other Agreements collectively raferred to ae the

"Raraemants"}) and

ry bnen

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