Priority Agreement

Priority Agreement

WHEREAS:

A. BANCORP GROWTH MORTGAGE FUND II LTD., BANCORP FINANCIAL SERVICES INC., BANCORP BALANCED MORTGAGE FUND II LTD., and CAPITAL WAVE MANAGEMENT CORP. (the “Chargeholder”) is the holder of a mortgage and assignment of rents (collectively, the “Financial Charge”) encumbering the lands described in Item 2 of Part 1 of the Form C General Instrument to which this Priority Agreement is attached and which is registered in the Victoria Land Title Office as CB1393005, CB1393006, CB1457907 and CB1457908 respectively and;

B. A covenant pursuant to section 219 of the Land Title Act is being granted pursuant to Part 2 of the Form C General Instrument to which this Priority Agreement is attached (the “City’s Charge”) which is or will be registered against title to the lands.

NOW THEREFORE for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed to by the Chargeholder, the Chargeholder hereby grants to the City priority for the City’s Charges over all the Chargeholder’s right, title and interest in and to the lands as if the City’s Charges had been executed, delivered and registered prior to the execution and registration of the Financial Charge and prior to the advance of any monies pursuant to the Financial Charge. The grant of priority is irrevocable, unqualified and without reservation or limitation.