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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:

(b)

(a)

the Landlord has received a quit claim conveyance from the Tenant of it.s

interests in the Lands, as hereinafter defined;

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

(d)

(e)

(f)

(g)

ARTICLE I - INTERPRETATION

Definitions

In this lease:

(a)

"Capital Alteration" has the meaning provided in Section 8.0 I;

(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;

"Demised Premises" means the Improvements and the Lands;

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

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

Lands;

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

Schedule A hereto;

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

the Tenant's books applying generally accepted accounting principles,

consistently applied with prior periods;

(h)

"Rent" means any amount payable by the Tenant to the Landlord hereunder;

McCarthy Tetrault TDO-RED #8106942 Iv. 8