IN ACCORDANCE WITH THE MANITOBA ENVIRONMENT ACT (C.C.S.M. c. E125)
THIS LICENCE IS ISSUED PURSUANT TO SECTION 11(1) TO:

EVAN BERTRAM; "the Licencee"

DEFINITIONS

"high water level" means a line defined by the normal high water mark determined by plant growth and soil conditions observed at and in the vicinity of land adjacent to a waterway;

"Integrated Pest Management Plan" (IPMP) means a program designed to achieve stated objectives with respect to Pest Management at the Development, and to promote the optimum environmental and physical condition of the landscape, which includes text, drawings or illustrations describing the program; and

"Riverbank Preserve" means an area of land adjacent to a natural stream wherein development shall not occur.

GENERAL TERMS AND CONDITIONS
This Section of the Licence contains requirements intended to provide guidance to the Licencee in implementing practices to ensure that the environment is maintained in such a manner as to sustain a high quality of life, including social and economic development, recreation and leisure for present and future Manitobans.
1. The Licencee shall, during construction, ensure that any fuel storage areas established for the construction of the Development are located a minimum distance of 100 meters away from waterbodies including wetlands and ensure the storage areas comply with the requirements of Manitoba Regulation 97/88R - Storage and Handling of Gasoline and Associated Products.

2. The Licencee shall ensure that all used petroleum products and other hazardous wastes generated by the machinery used in the construction and operation of the Development are collected and disposed of in accordance with Manitoba Environment and legislative requirements.

3. The Licencee shall, prior to construction, provide a copy of this Licence to the contractor and subcontractor(s) involved in the Development.
   SPECIFICATIONS, LIMITS, TERMS AND CONDITIONS

4. The Licencee shall, prior to construction, arrange a meeting with the Department of Natural Resources Regional Fisheries staff and reach an agreement regarding the design and placement of any riffle structures and bridges to be constructed, the location, design and screening of the water intake and the amount of woody debris to be left in the Little Saskatchewan River as cover and additional fish habitat.

5. The Licencee shall, prior to construction, arrange a meeting with the Department of Natural Resources Regional Wildlife staff and Manitoba Woodlot Program staff and reach an agreement on the types and location of shrub and tree plantings in order to maximize the benefit to the site and the local ecology.

6. The Licencee shall, prior to construction startup, instruct the on-site project construction supervisor to arrange a pre-construction meeting with representatives of Manitoba Environment's regional office in Brandon and the Manitoba Department of Natural Resources Brandon Office in order to ensure ongoing compliance with the specifications, limits, terms and conditions of this Licence during the term of construction of the Development.

7. The Licencee shall, prior to the construction of the Development, consult with the Historic Resources Branch, Manitoba Department of Culture, Heritage and Citizenship to arrange for a Heritage Resource Impact Assessment of the Development property.

8. The Licencee shall provide for a Riverbank Preserve along the Little Saskatchewan River. The Preserve shall be a strip of land a minimum distance of 20 meters in width from the high water level along each bank of the Little Saskatchewan River within the Development area. Existing riverbank vegetation shall not be cleared within the Riverbank Preserve except in the river access areas as shown on the Paradise Valley Golf Master Plan prepared by David Wagner Associates Inc. filed as part of the Environment Act Proposal, dated January 22, 1997. The limits of clearing shall be surveyed and marked prior to construction.

9. The Licencee shall submit a Riverbank Stabilization Plan to the Director and receive the Director's approval of the Plan prior to beginning construction of the Development. The Plan shall recommend specific bank stabilization measures to be incorporated into the final design of the Development for the river access areas as shown on the Paradise Valley Golf Master Plan prepared by David Wagner Associates Inc. filed as part of the Environment Act Proposal, dated January 22, 1997.

10. The Licencee shall, from spring breakup to June 15 of each year during construction, cease all construction activities that may impact upon the stream channel and which may affect fish mobility and fish habitat.

11. The Licencee shall, prior to the construction of the Development submit a geotechnical analysis of slope conditions to the Director and receive the Director's approval of the analysis prior to beginning construction of the Development.

12. The Licencee shall submit an Engineering Report and receive the Director's approval of the Report prior to beginning any earthworks to construct the retention ponds identified in the Master Plan for the Development. The Engineering Report shall contain:
    
    1. a drainage plan for the Development;
       
    2. results of a soil stratigraphy study of the proposed retention pond location(s);
       
    3. a detailed profile design for the retention pond(s) based on the soil stratigraphy study results;
       
    4. capacities, retention times and discharge paths of the retentions ponds; and
       
    5. approval of the detailed design and associated specifications of the retention pond(s) by a Design Engineer.

13. The Licencee shall, after the Engineer's Report required by Clause 9 is approved by the Director, have the works described in the Engineer's Report constructed under the supervision of the Design Engineer.

14. The Licencee shall submit a letter to the Director upon completion of construction of the retention pond(s), certifying that, to the satisfaction of the Design Engineer responsible for supervising the construction, they were constructed in compliance with the detailed design and specifications as contained in the Engineering Report required by Clause 9 of this Licence.

15. The Licencee shall submit an Engineering Report respecting the Clubhouse Sewage Treatment Facility, and receive the Director's approval of the Report, prior to beginning construction of the Clubhouse Sewage Treatment Facility. The Engineering Report shall contain:
    
    1. a detailed design of the proposed Clubhouse Sewage Treatment Facility; and
       
    2. approval of the detailed design of the proposed Clubhouse Sewage Treatment Facility by a Design Engineer.

16. The Licencee shall submit a letter to the Director upon completion of construction of the Clubhouse Sewage Treatment Facility, certifying that, to the satisfaction of the Design Engineer responsible for supervising the construction, the Facility was constructed in compliance with the detailed design and specifications as contained in the Engineering Report required by Clause 12 of this Licence.

17. The Licencee shall submit an Integrated Pest Management Program (IPMP) Report to the Director and receive the Director's approval of the Report prior to operation of the Development. The Report shall propose an IPMP for a 5 year period beginning at the opening date of the Development.

18. The Licencee shall ensure that the Little Saskatchewan River water intake is screened at all times when the intake structure is in the stream flow in accordance with the procedures described in "A Fish Screening Guide for Water Intakes" published by Fisheries and Oceans Canada.

19. The Licencee shall, prior to operation of the Development, obtain a Water Rights Act Licence for any water withdrawal requirements associated with the Development.

20. The Licencee shall obtain an annual Pesticide Use Permit pursuant to Manitoba Regulation 94/88R for the storage, handling and application of pesticides in conjunction with the golf course operation.

21. The Licencee shall not:
    
    1. use any mercury based fungicides or Diazinon on the Development; and
       
    2. apply pesticides within 5 meters of the high water level of the Little Saskatchewan River.

    Hand spot spraying only shall be permitted within the Riverbank Preserve.

22. The Licencee shall locate a pesticide storage facility in a dry, well ventilated separate building in an area that shall not flood and shall contain runoff from the complete pesticide storage area. The pesticide storage facility shall be enclosed with a security fence.

23. The Licencee shall, during the full term of the construction of the Development, cleanup and deposit all debris from the construction site at a Waste Disposal Ground operating under the authority of a permit issued pursuant to Manitoba Regulation 150/91 respecting Waste Disposal Grounds.

REVIEW AND REVOCATION
1. If, in the opinion of the Director, the Licencee has exceeded or is exceeding or has or is failing to meet the specifications, limits, terms, or conditions set out in this Licence, the Director may, temporarily or permanently, revoke this Licence.

2. If the construction of the Development has not commenced within three years of the date of this Licence, the Licence is revoked.

3. If, in the opinion of the Director, new evidence warrants a change in the specifications, limits, terms or conditions of this Licence, the Director may require the filing of a new proposal pursuant to Section 11 of The Environment Act.

Client File No: 4228.00