D. The City requires th. registration of this document as a covenant
against the Lands.

E. The Owner has agreed ro enter into this covenant on behalf of itself
and all successors entitled to the Lands.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the payment of the sum of ONE ($1.00) DOLLAR (the receipt whereof
by the Owner is hereby acknowledged) the parties hereto agree each with che other
as follows:

1. The Owner acknowledges that it has placed a chimney upon the building
on the Lands in such a fashion that the said chimney encroaches upon the
Right-of-Way and the City acknowledges that it has agreed with the Owner to permit
the said encroachment of the Owner's same chimney upon the terms and conditions
hereinafter contained.

2. The Owner hereby waives, releases and discharges forever the City from
all manners of action, causes of actions, suits, clsims and demands whats vever
which the Owner may now or in the future have in respect of any loss or damage
which may be caused to the Owner's said chimney by reason of the City's exercise
of its rights under the Right-of-Way with the exception of loss or damage which is
caused: by the willful act of the City, its servants, employees or agents.

3. It is understood and agreed by the parties hereto that in accepting the
foregoing waiver the City does not thereby acknowledge that it would otherwise be
liable for any claims arising out of its exercise of its rights under the
Right-of-Way.

4. This Agreement is and shall be of the same force and effect to all
intents and purposes as a covenant running with the Land, and without limiting the
generality of the foregoing, this Agreement shall extend to and be binding upon
each and every.of those persons having legal and/or equitable interest ir tiny
relevant parcel of a Subdivision of the Lands.

3. Wherever the singular or masculine is used in this Agreement, the same
shall be deemed to include the plural or the feminine or the body politic or
corporate body and shall be deemed to include the heirs, executors,
administrators, successors and assigns of such parties whenever the context so

requires.

IN WITNESS WHEREOF the parties hereto have exected this Agreement as of
the day and year first above written.

IN WITNESS WHEREOF the Common Seal of LIVIO DEVELOPMENTS LTD. was
hereunto affixed in the presence of :

c/S