Licence No.: 2311 PSR
Licence Issued: April 2, 1998
Licence Revised: May 8, 1998

IN ACCORDANCE WITH THE MANITOBA ENVIRONMENT ACT (C.C.S.M. c. E125)
THIS PRELIMINARY STEPS LICENCE IS ISSUED PURSUANT TO SECTIONS 10(1) AND 13(2) TO:

MAPLE LEAF MEATS INC.; "the Licencee"

to undertake preliminary steps related to the construction of a hog processing facility on parts of Section 16, Township 10, Range 18 WPM, within the City of Brandon, in accordance with the Proposal dated February 25, 1998 and submitted under The Environment Act on March 2, 1998, and in accordance with the Notice of Alteration dated May 4, 1998, subject to the following specifications, limits, terms and conditions:

DEFINITIONS

In this Licence,

"Director" means an employee of the department appointed as such by the Minister.

SPECIFICATIONS, LIMITS, TERMS AND CONDITIONS

1. The Licencee shall restrict all preliminary steps to within the property boundaries of that property shown in Appendix 'A' attached to this Licence, and labelled "Maple Leaf Meats Hog Processing Facility Site", which is presently owned by the City of Brandon.
   
   
2. The Licencee shall limit the preliminary steps on the property to clearing and grubbing of brush, leveling land and constructing site drainage works.
   
   
3. The Licencee shall restrict the surficial disturbance of the property to those areas which require improved drainage control, and which need to be levelled for the future hog plant facility and ancillary works, in order that as much as possible of undisturbed areas supporting natural vegetation is left intact as a prairie preserve.
   
   
4. The Licencee shall not undertake any on-site burning of slashed brush.
   
   
5. The Licencee shall not deposit solid waste into the environment except into a waste disposal ground operating under the authority of a permit issued pursuant to Manitoba Regulation 150/91, or any future amendment thereof, where the operator of that facility has agreed to accept the solid waste.
   
   
6. The Licencee shall:
   1. not store any vehicle fuel on the property; and
   2. keep vehicle refueling activities confined to a central refueling area in the vicinity of bore hole No. 8 identified on Figure R2148-01 which was included with the Proposal.
      
      
7. The Licencee shall:
   1. as proposed, ensure that Reid Crowther and Partners Ltd. periodically inspect the implementation of the preliminary activities, and that they submit a report to the Director, once every two weeks throughout the implementation of the preliminary steps, on the degree of success to which all the environmental management practices outlined in the Proposal have been carried out; and
   2. inform the Director as soon as possible of:
      1. any accidental fuel spill on the property site; or
      2. any unearthing of heritage resources.
         
         
8. The Licencee shall not commence any construction activities on the hog processing facility other than building foundations, underground utilities, floor slabs, and paving until the Licencee has been issued a Stage 1 Construction Licence.

REVIEW OR REVOCATION

1. If, in the opinion of the Director, the Licencee has failed or is failing to comply with any of the specifications, limits, terms or conditions set out herein, the Director may, temporarily or permanently, revoke this Licence.
   
   
2. If the Licencee has not commenced construction of the Development within three months of the date of this Licence, this 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 10 of The Environment Act.

"original signed by"
Larry Strachan, P. Eng.
Director
Environment Act

Client File No.: 4289.00

APPENDIX 'A'

(Area Map) - refer to Client File copy.