		DOMGROUP LTD.
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.
		[NAME OF ASSIGNEE]
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

- 3 -

SCHEDULE A

LANDS

LEGAL DESCRIPTION

770 Lawrence Avenue West

Toronto, Ontario

PIN # 10230-0106(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument No. NY246263, except Instrument No. NY569785, City of Toronto (formerly in the City of North York).

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

3087-3101 Dufferin Street

Toronto, Ontario

PIN # 10230-0108(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument Nos. NY277333 and NY358876, except Instrument No. NY267089, City of Toronto (formerly in the City of North York).

Subject to Instrument No. NY358876.

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

SCHEDULE D

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

MEMORANDUM OF AGREEMENT made as of the n day of n, 2006.

B E T W E E N:

DOMGROUP LTD.,

a corporation incorporated under the laws of n,

(hereinafter referred to as the "Assignor"),

OF THE FIRST PART,

– and –

a corporation incorporated under the laws of n,

(hereinafter referred to as the "Assignee"),

OF THE SECOND PART.

WHEREAS the Assignor and the Assignee have entered into an agreement of purchase and sale made as of n, 2006 (such agreement, as amended, supplemented and/or restated to the date hereof, the "Purchase Agreement") pursuant to which the Assignee has agreed to purchase from the Assignor, and the Assignor has agreed to sell to the Assignee, the Subject Assets;

AND WHEREAS pursuant to the Purchase Agreement, the Assignor has agreed to execute and deliver this assignment of its interest in the Assigned Leases (as defined below);

1. Definitions. Unless otherwise defined herein, all capitalized terms used in this agreement (the "Agreement") shall have the respective meanings ascribed to them in the Purchase Agreement. In this Agreement, "Property" means the property municipally 3087-3101 Dufferin Street and 770 Lawrence Avenue West, Toronto, Ontario and more fully described in Schedule A hereto.

(collectively, the "Assigned Leases"). Except as provided in Section 6.1 of the Purchase Agreement, the Assigned Leases are being assigned to and accepted by the Assignee on an "as is - where is" basis as provided for in Subsection 2.5(c) and Section 6.4 of the Purchase Agreement and without any representations or warranties (express or implied) of any nature whatsoever with respect to the Assigned Leases or any aspect thereof including, without limitation, the Assignor's interest therein, the Assignor's ability to assign the Assigned Leases or the good standing of the parties thereunder. The provisions of Section 6.4 of the Purchase Agreement are applicable to this Agreement and the Assignee hereby unconditionally and, without limiting the foregoing provisions of this sentence, irrevocably waives any and all actual or potential rights that the Assignee might have against the Assignor regarding any form of warranty, express or implied, of any type, other than those expressly set out in Section 6.1 of the Purchase Agreement relating to the Assigned Leases.

3. Assumption. The Assignee hereby accepts the assignment and transfers contained in Section 2 hereof and covenants and agrees with the Assignor that, from and after the date hereof, the Assignee will observe, perform and fulfill each and every covenant, proviso, obligation, term and condition of the Assignor in, to and under the Assigned Leases that is applicable at any time from and including the date of this Agreement to the same extent as if it and the Assignor had both been originally named as a party to the Assigned Leases in the place of the Assignor (or the Assignor's predecessor in title, if applicable) including, without limiting the generality of the foregoing, the covenant to pay, any real estate or leasing commissions, tenant inducements, tenant allowances and/or early termination fees, in each case if any, irrespective of when the obligation to pay same first arose. The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all liabilities, damages, costs, expenses, causes of action, suits, claims and judgments arising from or in connection with, or resulting from, any breach by the Assignee of its obligations hereunder and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Assigned Leases or the Property.

4. Successors and Assigns. This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

- 2 -

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first mentioned.

		DOMGROUP LTD.
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

		[NAME OF ASSIGNEE]
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

- 3 -

SCHEDULE A

LANDS

LEGAL DESCRIPTION

770 Lawrence Avenue West

Toronto, Ontario

PIN # 10230-0106(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument No. NY246263, except Instrument No. NY569785, City of Toronto (formerly in the City of North York).

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

3087-3101 Dufferin Street

Toronto, Ontario

PIN # 10230-0108(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument Nos. NY277333 and NY358876, except Instrument No. NY267089, City of Toronto (formerly in the City of North York).

Subject to Instrument No. NY358876.

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

SCHEDULE B

LIST OF ASSIGNED LEASES

1. Lease, dated the 1^stday of June, 1965, between Aldon Developments Limited (a predecessor in interest of the Vendor), as landlord, and Murray Koffler (a predecessor in interest of Goldman Investments Limited and the Estate of Max Glazer, as tenant, as amended by an amending agreement made as of the 23^rd day of March, 1966, in respect of premises, described in the said lease, located at 3089 Dufferin Street, Toronto, Ontario.

2. Lease, dated the 21^st day of September, 1981, between DSL Properties Ltd. (a predecessor in interest of the Vendor), as landlord, and McDonalds Restaurants of Canada Limited, as tenant, in respect of premises, described in the said lease, located at 3095 Dufferin Street, Toronto, Ontario.

3. Lease, dated the 1^st day of October, 2004, between the Vendor, as landlord, and Soma Sleep and Wellness Inc., as tenant, in respect of premises, shown hatched and cross hatched on Schedule "B" to the said lease, located at 770 Lawrence Avenue West, Toronto, Ontario.

4. Lease, dated the 1^st day of April, 1999, between Domgroup Properties Ltd. (a predecessor in interest of the Vendor), as landlord, and Noori Enterprises Inc., as tenant, in respect of premises, shown outlined in red on Schedule "B" to the said lease, located at 3095 Dufferin Street, Toronto, Ontario.

5. Lease, dated the 22^nd day of June, 1992, between Malamar Developments Limited (a predecessor in interest of the Vendor), as landlord, and Ikor Integrated Facilities Inc., as tenant, in respect of premises, shown outlined in red on Schedule "B" to the said lease, located at 770 Lawrence Avenue West, Toronto, Ontario.

6. [Lease, dated the 20^thday of August, 1998, between Malamar Developments Limited (a predecessor in interest of the Vendor), as landlord, and Heritage Fine Clothing Manufacturers Ltd., as tenant, in respect of premises, shown outlined in red on Schedule "B-1" to the said lease, located at 770 Lawrence Avenue West, Toronto, Ontario.] [Note: Lease is currently in default, and may be terminated prior to closing.]

7. Lease, dated the 1^st day of March, 2004, between the Vendor, as landlord, and 1604623 Ontario Limited, operating as Party Packagers, as tenant, in respect of premises, shown outlined in black on Schedule "B" to the said lease, located at 770 Lawrence Avenue West, Toronto, Ontario.

SCHEDULE E

FORM OF ASSIGNMENT AND ASSUMPTION OF PERMITTED ENCUMBRANCES

MEMORANDUM OF AGREEMENT made as of the ___ day of ______, 2006.

B E T W E E N:

DOMGROUP LTD.,

a corporation incorporated under the laws of the Province of Ontario,

(hereinafter referred to as the "Assignor"),

OF THE FIRST PART,

– and –

a corporation incorporated under the laws of n,

(hereinafter referred to as the "Assignee"),

OF THE SECOND PART.

AND WHEREAS pursuant to the Purchase Agreement, the Assignor has agreed to execute and deliver this assignment of its interest in the Permitted Encumbrances (as defined below);

1. Definitions. Unless otherwise defined herein, all capitalized terms used in this agreement (this "Agreement") shall have the respective meanings ascribed to them in the Purchase Agreement. In this Agreement, "Property" means the property municipally 3087-3101 Dufferin Street and 770 Lawrence Avenue West, Toronto, Ontario and more fully described in Schedule A hereto.

2. Assignment. The Assignor hereby assigns absolutely and transfers unto the Assignee all of the Assignor's right, title and interest in, to and under the Permitted Encumbrances that relate to the Property. The Permitted Encumbrances are being assigned to and assumed by the Assignee subject to, and in accordance with the terms of the Purchase Agreement, including, without limitation, Sections 2.5 and 6.4 thereof.

3. Assumption and Indemnity. The Assignee hereby accepts the assignment contained in Section 2 hereof. The Assignee hereby agrees to fully indemnify and save harmless the Assignor from and against any and all Claims arising from or in connection with, or resulting from, (i) any breach by the Assignee of its obligations under the Permitted Encumbrances from and after Closing and/or any act or omission of the Assignee or those for whom the Assignee is legally responsible with respect to the Permitted Encumbrances occurring from and after Closing, and (ii) the failure by the Assignee to obtain the necessary consents or approvals for the assignment of the Permitted Encumbrances.

4. Indemnity by Assignor. The Assignor hereby agrees to jointly and severally fully indemnify and save harmless the Assignee from and against any and all Claims arising from or in connection with, or resulting from, any breach by the Assignor of its obligations under the Permitted Encumbrances at any time prior to Closing and/or any act or omission by the Assignor or those for whom the Assignor is legally responsible with respect to the Permitted Encumbrances prior to Closing. The parties hereto agree that this indemnity shall not extend or relate to any failure by the Assignor to fulfill any obligation to obtain the necessary consents or approvals for the assignment by the Assignor to the Assignee of the Permitted Encumbrances.

5. Successors and Assigns. This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.

6. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

7. Counterparts. This Agreement may be executed in several counterparts and may be delivered by facsimile transmission, each of which shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

8. Headings, Extended Meanings. The headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof and are not to be considered in the interpretation hereof. In this Agreement, words importing the singular include the plural and vice versa; words importing the masculine gender include the feminine and vice versa; and words importing persons include firms or corporations and vice versa.

- 2 -

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first mentioned.

		DOMGROUP LTD.
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

		[NAME OF ASSIGNEE]
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

- 3 -

SCHEDULE A

LANDS

LEGAL DESCRIPTION

770 Lawrence Avenue West

Toronto, Ontario

PIN # 10230-0106(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument No. NY246263, except Instrument No. NY569785, City of Toronto (formerly in the City of North York).

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

3087-3101 Dufferin Street

Toronto, Ontario

PIN # 10230-0108(LT)

Part of Lot 6, Concession 2, West of Yonge Street, Township of York as in Instrument Nos. NY277333 and NY358876, except Instrument No. NY267089, City of Toronto (formerly in the City of North York).

Subject to Instrument No. NY358876.

Being the whole of the said PIN.

Land Titles Division of the Toronto Registry Office No. 66.

SCHEDULE F

FORM OF BILL OF SALE

TO:	n (the "Purchaser")

RE:	3087-3101 DUFFERIN STREET AND 770 LAWRENCE AVENUE WEST, TORONTO, ONTARIO

In consideration of the sum of $2.00 and for good and other valuable consideration (the receipt and sufficiency of which are hereby acknowledged) the undersigned hereby sells, assigns and transfers to the Purchaser all of the undersigned's right, title and interest in and to the Included Chattels.

The Purchaser expressly acknowledges that the Included Chattels are being sold, assigned and transferred to and purchased and assumed by the Purchaser "as is-where is" and without any representation or warranty (express or implied) of any nature whatsoever except as provided in Section 6.1 of the Purchase Agreement (as defined below), and the provisions of Subsection 2.5(c) and Sections 6.4 and 8.13 of the agreement of purchase and sale made as of the n day of n, 2006 between the undersigned and the Purchaser, as amended, supplemented and/or restated prior to the date hereof (the "Purchase Agreement") are applicable to this Bill of Sale.

All capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement.

DATED this n day of n, 2006.

		DOMGROUP LTD.
		by
			Name: n
			Title: n

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

SCHEDULE G

PURCHASER'S DECLARATION AND INDEMNITY

RE: GOODS AND SERVICES TAX

TO:

DOMGROUP LTD.

AND TO:

DAVIES WARD PHILLIPS & VINEBERG LLP, its solicitors herein

RE:

3087-3101 DUFFERIN STREET AND 770 LAWRENCE AVENUE WEST, TORONTO, ONTARIO (the "Property")

The undersigned hereby declares, certifies and agrees as follows:

(a)

it is purchasing the Property as principal for its own account and same is not being purchased by the Purchaser as an agent, trustee or otherwise on behalf of or for another person;

(b)

it is registered under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) (the "Act") for the collection and remittance of goods and services tax ("GST"); its registration number is Rn; and such registration is in good standing and has not been revoked;

(c)

it shall be liable, shall self-assess and remit to the appropriate governmental authority all GST which is payable under the Act in connection with the transfer of the Property all in accordance with the Act; and

(d)

it shall indemnify and save harmless the Vendor from and against any and all GST, penalties, costs and/or interest which may become payable by or assessed against the Vendor as a result of any failure by the Purchaser to comply with the provisions of this Declaration and Indemnity.

The undersigned acknowledges and agrees that the foregoing declaration and indemnity shall survive and not merge upon closing of the above-noted transaction. Dated as of the n day of June, 2006.

		LANTERRA REALTY INC.
		by
			Name: Mark Mandelbaum
			Title: President

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

SCHEDULE H

FORM OF SATISFACTION NOTICE

TO: DOMGROUP LTD.

RE:	3087-3101 DUFFERIN STREET AND 770 LAWRENCE AVENUE WEST, TORONTO, ONTARIO

We refer to the Agreement of Purchase and Sale made between Domgroup Ltd. and LANTERRA REALTY INC., made as of the n day of June, 2006 (the "Purchase Agreement"). Pursuant to Section 2.5 of the Purchase Agreement, we hereby give you notice that we are satisfied with the results of our Due Diligence (as defined in the Purchase Agreement) including, without limiting the generality of the foregoing, the contents of the Tenant Estoppels.

DATED as of the n day of June, 2006.

		LANTERRA REALTY INC.
		by
			Name: Mark Mandelbaum
			Title: President

			Name: n
			Title: n
		I/We have authority to bind the Corporation.

SCHEDULE I

FORM OF DEPOSIT AUTHORIZATION

TO: DOMGROUP LTD.

AND TO: DAVIES WARD PHILLIPS & VINEBERG LLP

Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings ascribed to them in the agreement of purchase and sale made June , 2006 between Domgroup Ltd. as vendor and LANTERRA REALTY INC.as purchaser with respect to the Subject Assets referred to therein (the "Purchase Agreement").

You are hereby directed to invest the amount of $250,000.00 Initial Deposit and $750,000.00 Additional Deposit into a redeemable term deposit at the Canadian Imperial Bank of Commerce which comes due on the Due Diligence Date, which amount together with accrued interest is to be rolled over at maturity in an interest bearing account until the Closing Date, unless otherwise notified, with interest to be for the exclusive benefit of Purchaser and otherwise held and released in accordance with the terms of the Purchase Agreement.

DATED the n day of June, 2006.

		LANTERRA REALTY INC.
		by
			Name: Mark Mandelbaum
			Title: President

			Name:
			Title:
		I/We have authority to bind the Corporation.

SCHEDULE J

ADDITIONAL TERMS OF VTB MORTGAGE

The VTB Mortgage shall contain, and be subject to, the following terms, conditions and privileges, namely:

1. It is acknowledged by the parties hereto that interest is to be paid quarterly.

2. It is acknowledged by the parties hereto that the payment of principal is due and payable on maturity.

3. The VTB Mortgage shall provide that if the Property (or any portion thereof) is sold, transferred or conveyed by the Purchaser, save for any conveyance of any portion of the Property to the City of Toronto (or to any other Governmental Authority) required as part of the development process in respect of the Property, then at the Vendor's sole option, the outstanding principal sum secured thereunder, together with all interest accrued thereon, shall immediately become due and payable.

4. The Purchaser shall be entitled to prepay the whole or any part of the principal amount at any time or times on reasonable prior notice but without penalty provided however that the VTB Mortgage shall not be discharged until all obligations are satisfied thereunder.

5. Subject to complying with the terms of the Leases, the Purchaser shall be entitled to completely demolish the Buildings, and to excavate, grade and/or commence and complete construction and servicing operations thereon, provided that the Purchaser has obtained all requisite permits therefor at its sole cost and expense, all without same being deemed an act of waste under the VTB Mortgage, and without triggering any payments thereunder. Prior to any such demolition, excavation, grading, servicing and/or construction work being commenced on the Property, the Purchaser shall provide the Vendor with a copy of the builder's all-risk insurance policy and comprehensive third party liability insurance policy, obtained by Purchaser at its sole cost and expense, noting the interests of the Vendor as first mortgagee/loss payee.

6. The Vendor shall execute and deliver, without any fee or charge whatsoever, any consents and acknowledgements required by the Purchaser in connection with the entering into of any site plan agreement, engineering agreement, condominium development agreement, or similar agreement with any of the Governmental Authorities and/or any public or private utilities, and the Vendor shall also consent to (and postpone the VTB Mortgage in favour of) any easements granted to any of the Governmental Authorities (and/or any utility authorities) for the installation of storm and sanitary sewers, gas, telephone, cable television, hydro-electric and water services and/or similar services (and in favour of any easements for access and egress purposes in favour of any lands adjacent to the Property which do not materially impair the proper functioning of the Property), all without any payment whatsoever, provided however that the Vendor shall not be responsible for any financial obligations incurred in connection therewith, and provided further that the foregoing agreements and/or easements shall not materially prejudice or materially impair the Vendor's security hereunder.

7. The Vendor shall execute and deliver, without any fee or charge whatsoever, such partial discharges of the VTB Mortgage as may be required in connection with the giving of any road widenings, park dedications, or other land contribution(s) to any of the Governmental Authorities as part of the development process in respect of the Property, provided however that:

(a)

no more than fifteen (15%) percent of the total area of the Property is partially discharged pursuant to the provisions of this paragraph;

(b)

no such partial discharge(s) shall leave the remaining undischarged portion of the Property landlocked;

(c)

any such partial discharges shall comply with the part-lot control and subdivision control provisions of the Planning Act (Ontario), as amended; and

(d)

any monies received by the Purchaser from any of the Governmental Authorities in connection with the foregoing land dedications and/or partial discharges shall forthwith be remitted to the Vendor in reduction of the mortgage indebtedness secured hereunder.

8. The Purchaser warrants that no Hazardous Substances (as hereinafter defined) will be used, stored, processed, manufactured, handled or discharged in, on, under or from the mortgaged premises, except in accordance with the requirements of all environmental laws, and any such Hazardous Substances shall be disclosed to the Vendor in writing. The term "Hazardous Substances" as used herein shall mean substances or conditions that are prohibited, controlled or otherwise regulated or are otherwise hazardous in fact, including without limitation, contaminants, pollutants, toxic, dangerous or hazardous substances or materials, wastes, urea formaldehyde foam type of insulation, asbestos or asbestos-containing materials, polychlorinated biphenyls ("PCBs") or PCB contaminated fluids or equipment, explosives, radioactive substances, petroleum and associated products, underground storage tanks or surface impoundments. The presence of Hazardous Substances within the any of the Buildings at any time after same has been substantially completed and ready for occupancy will be deemed a default under the VTB Mortgage. The Purchaser shall be liable for, and shall indemnify and hold the Vendor harmless from and against any and all costs, expenses, damages or liabilities (including without limitation, reasonable solicitor's fees) directly or indirectly arising out of (or attributable to) non-compliance by the Purchaser with any environmental laws or the presence on, under or about the mortgaged premises of any Hazardous Substances, and all such amounts, if expended by the Vendor, shall be secured hereby and such indemnity shall survive the repayment of the mortgage indebtedness secured hereby (including any foreclosure or power of sale proceedings exercised under or pursuant to this VTB Mortgage, and/or any other exercise by the Vendor of any rights or remedies available to it against the Purchaser, and any other extinguishment of the obligations of the Purchaser hereunder).

9. In the event of a conflict or inconsistency between the provisions of the standard charge terms filed as No. 200033 and the provisions of this Schedule, then the provisions of this Schedule shall prevail and supersede in all events.

- 2 -

TABLE OF CONTENTS

ARTICLE 1

INTERPRETATION

1.1

Definitions

ARTICLE 2

AGREEMENT OF PURCHASE AND SALE

2.1

Agreement of Purchase and Sale/Allocation of Purchase Price

2.2

Initial Deliveries by Vendor

Purchaser's Investigations

2.6

Confidentiality

2.7

Settlement of Documents

2.8

Subsequent Deliveries

ARTICLE 3

Method of Payment of Purchase Price

ARTICLE 4

CONDITIONS

4.1

Conditions for Vendor

4.2

Conditions for Purchaser

4.3	Non-Satisfaction of Conditions	19
4.4	Efforts to Satisfy Conditions

ARTICLE 5

CLOSING DOCUMENTS

5.1

Closing Arrangements

5.2

Vendor’s Closing Deliveries

5.3

Purchaser's Closing Deliveries

5.4

Registration and Other Costs

ARTICLE 6

REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1

Vendor's Representations

6.2

Purchaser's Representations

6.3

Survival of Representations

6.4

"As-Is" Purchase

6.5

Bulk Sales Legislation

6.6

Third Party Claims

- i -

ARTICLE 7

OPERATION UNTIL CLOSING

7.1

Operation Before Closing

7.2

Damage Before Closing

7.3

Leasing and Contracts

7.4

Assignment of Contracts

7.5

Trade-Marks

ARTICLE 8

GENERAL

Obligations as Covenants

Amendment of Agreement

Solicitors as Agents and Tender

8.13

Survival

8.14

Successors and Assigns

8.15

Assignment

8.16

Real Estate Commissions

8.17

Notice

8.18

Effect of Termination of Agreement

8.19

No Registration of Agreement

SCHEDULES

Schedule A	Lands
Schedule B	List of Certain Permitted Encumbrances
Schedule C	Form of Assignment and Assumption of Contracts
Schedule D	Form of Assignment and Assumption of Leases
Schedule E	Form of Assignment and Assumption of Permitted Encumbrances
Schedule F	Form of Bill of Sale
Schedule G	Purchaser's Declaration and Indemnity Re: Goods and Services Tax
Schedule H	Form of Satisfaction Notice
Schedule I	Form of Deposit Authorization
Schedule J	Additional Terms of VTB Mortgage

HOLLINGER INC 6-K