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DOWNTOWN STUDENT FACILITY TRUST                                07 October 2003

      MINUTES OF THE ELEVETH MEETING OF DOWNTOWN STUDENT TRUST held on
      07 October 2003 at 5pm at TSCA Offices, Nassau Campus,
      Trent U, Peterborough, Ontario.

P R E S E N T: Marisa Barnhart. Dwayne Collins, Catherine Dickinson,
               Chris Mather, John K Muir, Matt Naylor & Fraser Smith.

Also Present: Derrick McIntosh

Notice of this Meeting having been made to all the Trustees, and quorum of
the Trustees being present in person, the Meeting was declared duly
constituted and called to order at 5:05 p.m., with Catherine Dickinson acting
as Chair and John Muir acting as Secretary.

The Chair made some opening remarks and discussion followed.

The minutes of the previous meeting were presented.

UPON A MOTION duly made seconded and carried unanimously the Minutes of the
Trust meetings held on 25 September 2003 were approved

Progress Overview 29 September, 2003 - 6 October, 2003 (Item A)
Derrick McIntosh presented this report (see attached). Discussion followed.

Report on Projected Operating & Start-up Costs  (Items B & C)
Derrick McIntosh presented these reports (see attached). Extensive discussion
ensued.

It was noted that Artspace would represent an acceptable tenant for the
facility, in keeping with its mandate and that further discussions with
Artspace's director should be pursued.

UPON A MOTION duly made seconded and carried unanimously the Trust will
pursue a long term lease with Artspace.

It was noted at this time that other parties such as; COIN, PCCBE, and other
like parties will be contacted with a view to negotiating leases. In addition
Travel Cuts will be informed of our plans.

Report on Mortgaging Options  (Item D)
Derrick McIntosh presented this report (see attached). Discussion followed.

It was noted that discussions will continue with Scotiabank, CIBC and
Royal Bank.

Business Arising:
Strategy for Revenue Generation & for Down payment Financing;
Alumni association:  The topic of approaching the alumni association formally
for support was discussed.  The reply to an  initiative was mixed, however,
there was general overall support for such a formal approach to be made.

Building Inspections; It was noted that a building inspection is to be
organised for on or about 16 October, 2003 pursuant to the intention of
lifting the condition pertaining to a building inspection in the Trust's
offer of purchase.  A further meeting is scheduled for 9.30am, 20 October
2003 for the purpose of discussing the lifting of said condition, subsequent
to the inspections.

Office Set-up & Equipment: It was noted that the initial difficulties in
accessing the office are resolved, and it was agreed that a mobile phone and
a computer would be procured for the office expeditiously.

There being no other business the meeting was adjourned.

  ____________________________       ______________________
   Catherine Dickinson, Chair         JK Muir, Secretary

ITEMS to follow