PRL Park Lawn Company Limited

Park Lawn Income Trust ("Park Lawn")(TSX VENTURE:PLC.UN) and Park Lawn Company
Limited ("PLCL") (CNSX:PRL) have entered into an agreement (the "Agreement")
among Park Lawn, PLCL, LMS Medical Systems Inc. ("LMS") and a wholly-owned
subsidiary thereof ("Subco") pursuant to which such parties will, among other
things, participate in a series of transactions (collectively, the
"Transaction") undertaken as part of a plan of arrangement (the "Arrangement")
under section 182(1) of the Business Corporations Act (Ontario) designed to
result in (1) Park Lawn converting from an income trust to a corporation (the
"Conversion"), and (2) PLCL indirectly owning all of the assets of Park Lawn and
all of the issued and outstanding securities of Subco.


Park Lawn's present monthly distribution of $.055 per unit will continue until
the completion of the Transaction, and Park Lawn expects to continue monthly
payments, which will be paid as dividends, subsequent to completion of the
Transaction.


Rationale and Benefits for the Transaction

On October 31, 2006, the Department of Finance announced the Specified
Investment Flow-Through Trust ("SIFT") income and distribution tax (the "SIFT
Tax"). As a result of the SIFT Tax, the Department of Finance has made clear its
intention to eliminate public income trusts. In order to qualify for a tax-free
conversion, Park Lawn must convert to a corporation before the end of 2013.
Having regard to these legislative changes and the financing and growth
advantages Park Lawn can expect to enjoy as a corporation, Park Lawn believes
that it is in its best interests to proceed with the Transaction at this time.
The Transaction is also designed to afford LMS the opportunity to participate in
the future growth of PLCL through its ownership of the securities of PLCL that
will be issued to it as part of the Transaction.




In addition:

--  the Transaction provides for an effective and efficient method of
    converting from a SIFT to a corporation consistent with existing
    legislation; 
--  the Conversion may result in greater access to capital and the removal
    of the "normal growth" and "undue expansion restrictions" in the SIFT
    legislation that limited Park Lawn's ability to consider strategic
    acquisitions; 
--  the Conversion is expected to be a tax deferred rollover for unitholders
    of Park Lawn ("Park Lawn Unitholders") resident in Canada; 
--  in respect of the anticipated future monthly dividends following the
    Conversion, Canadian taxable Park Lawn Unitholders will receive a
    dividend tax credit compared to current tax treatment as other income
    under Canadian tax legislation; and 
--  the Conversion will lead to a simplified and more efficient corporate
    structure that will reduce overhead and administrative costs. 



Frank Mills, Chief Executive Officer of the general partner of Park Lawn, stated
that, "We are pleased to announce this Conversion as it allows us to continue to
create long- term value for our unitholders by converting from a limited
partnership to a growth oriented corporation with a continued expectation of the
payment of cash dividends. The Conversion will also enable Park Lawn to pursue
strategic growth opportunities in the United States and internationally which
are limited by our current structure."


Principal Features of the Transaction

Exhaustive terms of the Transaction will be set forth in an arrangement
agreement to be entered into among Park Lawn, PLCL, LMS and Subco. The terms of
the Arrangement Agreement will, however, reflect those set forth in the
Agreement which, among other things, provide that Park Lawn Unitholders will
exchange their Park Lawn units, on a tax-free basis, for common shares of PLCL.
The ratio pursuant to which units will be exchanged for common shares will be
determined based on the relative values of the respective securities, which are
yet to be definitively determined. Immediately thereafter, all of the assets of
Park Lawn owned indirectly through its subsidiary trust will be transferred, on
a tax free basis, to Subco. Park Lawn and its subsidiary trust will then be
wound up and the shares of Subco will be distributed up to PLCL. PLCL and Subco
will amalgamate and the shares of Subco owned by LMS will be redeemed. Upon
completion of the Transaction, PLCL will operate the existing businesses of
PLCL, Park Lawn and its subsidiaries and the existing board of directors and
management of PLCL will continue to manage the consolidated entity. LMS will
receive consideration in the form of cash and common shares of PLCL of an
aggregate value of approximately $1,400,000. Completion of the Transaction is
subject to satisfaction of customary conditions including, without limitation,
receipt of all necessary shareholder, unitholder, board, trustee, regulatory and
Court approvals.


About Park Lawn

Park Lawn is a trust established to indirectly hold six cemeteries in the
Greater Toronto Area and an interest in Bloorpark Developments Inc. Its units
are listed on the TSX Venture Exchange.


About PLCL

PLCL owns a 2.9 acre parcel of land located at 57 Linelle Street and the house
and land located at 53 Linelle Street, Toronto. PLCL also holds a promissory
note from Park Lawn Limited Partnership. PLCL's common shares are listed on the
Canadian National Stock Exchange.

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