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GROUND LEASE

This lease made as of the 24th day of November, 2000 in pursuance of the Short

Forms of Leases Act, between:

THE CORPORATION

HAMILTON

(the "Landlord")

OF THE CITY OF

of the first part,

- and -

THE HAMILTON HARBOUR COMMISSIONERS

(the "Tenant")

of the second part,

witnesses that whereas:

(a)

the Landlord has received a quit claim conveyance from the Tenant of its

interests in the Lands, as hereinafter defined;

(b)

the Tenant has entered into an agreement to lease the Lands and the

Improvements;

Now therefore in consideration of the rents, covenants and agreements herein

contained, the Landlord and the Tenant agree as follows:

1.01

ARTICLE I - INTERPRETATION

Definitions

In this lease:

(a)

"Capital Alteration" has the meaning provided in Section 8.01;

(b)

"Capital Improvement" has the meaning provided in Section 8.01;

(c)

"Chattel Lease" means the lease of even date hereof, between the Landlord and

the Tenant and also attached as a Schedule to the Settlement Agreement;

(d)

"Demised Premises" means the Improvements and the Lands;

(e)

"Improvements" means the marina and sailing school buildings, docks, wharves

piers and floats, and all other fixtures and improvements constructed upon the

Lands;

(f)

"Lands" means the lands and prem: JCS more particularly described on Part I of

Schedule A hereto;

(g)

"Net Book Value" means the net book value of the Improvements as reflected in

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