Stone Lake Estates Homeowners' Association

THIS DECLARATION OF COVENANTS, CONDITIONS AND
RESTRICTIONS is made this 25th day of February, 1992, by TIBURON
DEVELOPMENT, a Texas corporation (hereinafter referred to as
"Declarant").

WITNESSETH:

WHEREAS, this Declaration affects certain real
property situated in the City of Plano, Collin County, Texas,
consisting of that certain real property referred in Article II and
described on Exhibit "A" of this Declaration.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS,
that the real property referred to in Article II and described on
Exhibit "A" of this Declaration, and such additions thereto as may
hereafter be made pursuant to Article II hereof, is and shall be
held, transferred, sold, conveyed and occupied subject to the
covenants, conditions, restrictions, easements, changes and liens
(hereinafter collectively referred to as the "Covenants and
Restrictions") hereinafter set forth:

ARTICLE I

DEFINITIONS

The following words when used in this Declaration
or any amendment or supplement hereto (unless the context shall
otherwise clearly indicate or prohibit) shall have the following
meanings:

(a) "Adjoining Lot" shall mean and refer to a Lot
which is adjacent to any other Lot as shown on any recorded plat of
the Property. Any reference in Article VIII hereof to the visibility
of an item from any Adjoining Lot shall mean the visibility of such
item from the ground level of the Adjoining Lot and not from the
second story of a two-story dwelling on such Adjoining
Lot.

(b) "Association" shall mean and refer to Stone
Lake Estates Homeowners Association, Inc., a Texas non-profit
corporation which has the power, duty and responsibility of
maintaining and administering the Common Properties, and collecting
the assessments and charges hereinafter prescribed, and has the right
of administering and enforcing the Covenants and
Restrictions.

(c) "Common Properties" shall mean and refer to
all of the following:

(i) Lot 4 Block E according to the plat of Stone
Lake Estates Section 2, an addition to the City of Plano, Collin
County, Texas.

(ii) Any and all additional property acquired in
the future for use as "Common Property"

(d) "Declarant" shall mean and refer to Tiburon
Development, Inc. and the successors and assigns (if any) of Tiburon
Development, Inc. with respect to the voluntary disposition of all
(or substantially all) of the assets of Tiburon Development, Inc.
and/or the voluntary disposition of all (or substantially all) of the
right, title and interest of Tiburon Development, Inc. in and to the
Property prior to the completion of development thereon. No person or
entity purchasing one or more Lots from Tiburon Development, Inc. in
the ordinary course of business shall be considered as
"Declarant".

(e) "Existing Property" shall mean and refer to
the real property which is and shall be, held, transferred, sold,
conveyed and occupied subject to this Declaration pursuant to Section
2.01 of Article II hereof.

(f) "Lot" shall mean and refer to any plot or
tract of land shown upon any recorded subdivision map(s) or plat(s)
of the Property, as amended from time to time; which plot or tract is
designated as a Lot therein and which is or will be improved with a
residential dwelling in conformity with the building restrictions
herein set forth. Although some portions of the Common Properties may
be platted as a "Lot" on the subdivision plat, these Lots shall be
excluded from the definition of "Lot" as used herein.

(g) "Member" shall mean and refer to each Owner of
a Lot.

(h) "Owner" shall mean and refer to each and every
person or business entity who is a record owner of a fee or undivided
fee interest in any Lot subject to these Covenants and Restrictions;
provided, however, "Owner" shall not include person(s) or entity(ies)
who hold a bona fide lien or interest in a Lot as security for the
performance of an obligation.

(i) "Property" shall mean and refer to all such
existing Property and any additions thereto, as are subject to this
Declaration, or any amendment or supplement hereto, prepared and
filed of record pursuant to the provisions of Article II
hereof.

ARTICLE II

PROPERTY SUBJECT TO THIS DECLARATION: ADDITIONS
THERETO

2.01 Existing Property. The Existing Property is
located in the City of Plano, Collin County, State of Texas, and is
more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference for all purposes.

2.02 Additions to Existing Property. Additional
land(s) may become subject to this Declaration in any of the
following manners:

(a) Declarant may add or annex additional real
property to the scheme of this Declaration by filing of record a
Supplemental Declaration of Covenants, Conditions and Restrictions
which shall extend the scheme of the covenants, conditions and
restrictions of this Declaration to such additional property;
provided, however, that such supplemental declaration may contain
such complementary additions and modifications of the Covenants and
Restrictions contained in this Declaration as may be necessary to
reflect the different character, if any, of the additional property
and as are not inconsistent with the concept of this
Declaration.

(b) In the event any person or entity other than
the Declarant desires to add or annex additional residential and/or
common areas to the scheme of this Declaration, such proposed
annexation must have the prior written consent and approval of the
majority of the outstanding votes within each voting class of the
Association.

(c) Any additions made pursuant to Paragraphs (a)
and (b) of this Section 2.02 when made, shall automatically extend
the jurisdiction, functions, duties and membership of the Association
to the properties added.

(d) Declarant shall have the right and option
(without the joinder, approval or consent of such associations) to
cause the Association to merge or consolidate with any similar
association then having jurisdiction over real property located (in
whole or in part) within one-half (1/2) mile of any real property
then subject to the jurisdiction of this Association. Upon a merger
or consolidation of the Association with another association, its
properties, rights and obligations may, by operation of law, be
transferred to another surviving or consolidated association or,
alternatively, the properties, rights and obligations of another
association may, by operation of law, be added to the properties
rights and obligations of the Association as a surviving corporation
pursuant to a merger. The surviving or consolidated association may
administer the Covenants and Restrictions established by this
Declaration within the Existing Property together with the covenants,
conditions and restrictions established upon any other properties as
one scheme.

ARTICLE III

MEMBERSHIP AND VOTING RIGHTS IN THE
ASSOCIATION

3.01 Membership. Every Owner of a Lot shall
automatically be and must remain a Member of the Association in good
standing. The Board of Directors of the Association (the "Board of
Directors") may declare that an Owner is not a Member in good
standing because of past unpaid dues, fines, late charges, interest,
legal fees and/or any other assessments of any nature. The Board of
Directors may temporarily suspend the voting rights of any Member who
is not in good standing until such past unpaid amounts are paid in
full.

3.02 Voting Rights. The Association shall have
three classes of voting membership:

CLASS A: Class A Members shall be all Members
other than Class B and Class C Members. Class A Members shall be
entitled to one (1) vote for each Lot in which they hold the interest
required for membership. When more than one person holds such
interest or interests in any Lot, all such persons shall be Members,
and the vote for such Lot shall be exercised as they, among
themselves, determine, but in no event shall more than one (1) vote
be cast with respect to any such Lot.

CLASS B: Class B Members shall be any bona fide
Owner who is engaged in the process of constructing a residential
dwelling on his Lot for sale to consumers. Class B Members shall be
non-voting members of the Association. The Class B membership shall
cease and each Class B Member shall become a Class A
Member:

(i) when the total number of votes outstanding in
the Class A membership equals the total number of votes outstanding
in the Class C membership; or

(ii) on the tenth (10th) anniversary
hereof,

whichever occurs first in time.

CLASS C: The Class C Member shall be Declarant.
The Class C Member shall be entitled to ten (10) votes for each Lot
which it owns and for each Lot owned by all Class B
Members.

Notwithstanding the aforementioned voting rights
within the Association, until Declarant no longer owns record title
to (or a lien interest in) any Lot, or until January 31, 2002,
whichever occurs first in time, neither the Association nor the
Members shall take any action inconsistent with this Declaration
without the consent and approval of Declarant.

3.03 Quorum, Notice and Voting Requirements. The
quorum, notice and voting requirements of and pertaining to the
Association are set forth within the Articles of Incorporation and
Bylaws of the Association, as same may be amended from time to time.
Subject to the provisions of Section 3.02 above, any action by or on
behalf of the Association may be taken with the assent given in
writing and signed by Members who collectively hold or control more
than sixty percent (60%) of the outstanding votes of the
Association.

ARTICLE IV

GENERAL POWERS AND DUTIES OF THE BOARD OF
DIRECTORS

4.01 Powers and Duties. The affairs of the
Association shall be conducted by its Board of Directors (hereinafter
referred to as the "Board"). The Board shall be selected in
accordance with the Articles of Incorporation and Bylaws of the
Association. The Board, for the benefit of the Common Properties and
the Owners, shall provide, and shall pay for out of the maintenance
fund(s) provided for in Article V below, the following:

(a) Care and preservation of the Common Properties
and the furnishing and upkeep of any desired personal property for
use in the Common Properties;

(b) Any private trash and garbage collection
service and security arrangements;

(c) Taxes, insurance and utilities (including,
without limitation, electricity, gas, water and sewer charges) which
pertain to the Common Properties only;

(d) The services of a person or firm to manage the
Association or any separate portion thereof, to the extent deemed
advisable by the Board, and the services of such other personnel as
the Board shall determine to be necessary or proper for the operation
of the Association, whether such personnel are employed directly by
the Board or by a manager designated by the Board;

(e) Legal and accounting services;

(f) Any other materials, supplies, furniture,
labor, services, maintenance, repairs, structural alteration, taxes
or assessments which the Board is required to obtain or pay for
pursuant to the terms of this Declaration or which in its opinion
shall be necessary or proper for the operation or protection of the
Association or for the enforcement of this Declaration.

The Board shall have the following additional
rights, powers and duties:

(g) To execute all declarations of ownership for
tax assessment purposes with regard to any of the Common Properties
owned by the Association;

(h) To enter into agreements or contracts with
insurance companies, taxing authorities and the holders of first
mortgage liens on the individual Lots with respect to:

(i) taxes of the Common Properties;

(ii) maintenance of those Common Properties
described in Article I, Section (c); and

(iii) Insurance coverage (if any) on Common
Properties, as they relate to the assessment, collection and
disbursement process envisioned by Article VI hereinbelow;

(i) To borrow funds to pay costs of operation,
secured by assignment or pledge of rights against delinquent Owners,
if the Board sees fit or secured by such assets of the Association as
deemed appropriate by the lender and the Association;

(j) To enter into contracts, maintain one or more
bank accounts, and, generally, to have all the powers necessary or
incidental to the operation and management of the
Association;

(k) To protect or defend the Common Properties
from loss or damage by suit or otherwise, to sue or defend in any
court of law on behalf of the Association and to provide adequate
reserves for repairs and replacements;

(l) To make reasonable rules and regulations for
the operation of the Common Properties and to amend them from time to
time;

(m) To make available to each Owner within ninety
(90) days after the end of each year an annual report;

(n) Pursuant to Article VII herein, to adjust the
amount, collect and use any insurance proceeds to repair damage or
replace lost property; and if proceeds are insufficient to repair
damage or replace lost property, to assess the Members in
proportionate amounts to cover the deficiency;

(o) To enforce the provisions of this Declaration
and any rules made hereunder and to enjoin and seek damages from any
Owner for violation of such provisions or rules.

4.02 Board Powers Exclusive. The Board shall have
the exclusive right to contract for all goods, services and
insurance, and the exclusive right and obligations to perform the
functions of the Board, except as otherwise provided
herein.

4.03 Contracts With Owners. The Board, on behalf
of the Association, shall have full power and authority to contract
with any Owner (including, without limitation, Declarant) for the
performance by the Association of services which the Board is not
otherwise required to perform pursuant to the terms hereof, such
contracts to be upon such terms and conditions and for such
consideration as the board may deem proper, advisable and in the best
interest of the Association.

4.04 Liability Limitations. Neither any Member,
the Board, any Director, nor any Officer of the Association shall be
personally liable for debts contracted for, or otherwise incurred by
the Association, or for a tort of another Member, whether such other
Member was acting on behalf of the Association or otherwise. Neither
Declarant, the Association, its Directors, officers, agents or
employees shall be liable for any incidental or consequential damages
for failure to inspect any premises, improvements or portion thereof
or for failure to repair or maintain the same. Declarant, the
Association or any other person, firm or corporation liable to make
such repairs or Maintenance shall not be liable for any personal
injury or other incidental or consequential damages occasioned by any
act or omission in the repair or maintenance of any premises,
improvements or portion thereof.

4.05 Reserve Funds. The Board may maintain and
establish funds which may be maintained and accounted for separately
from other funds maintained for annual operating expenses and may
establish separate irrevocable trust accounts in order to better
demonstrate that the amounts deposited therein are capital
contributions and not net income to the Association.

ARTICLE V

PROPERTY RIGHTS IN COMMON PROPERTY

5.01 Members’ Easement of Enjoyment. Subject
to the provisions of Section 5.03 of this Article, every Member and
every tenant of every Member, who resides on a Lot, and each
individual who resides with either of them on such Lot shall have a
right and easement of use, recreation and enjoyment in and to the
Common Properties and such easement shall be appurtenant to and shall
pass with the title of every Lot; provided, however, such easement
shall not give such person the right to make alterations, additions
or improvements to the Common Properties.

5.02 Title to the Common Properties. Declarant
will hold record title to the Common Properties for an indefinite
period of time, subject to the easement set forth in Section 5.01
hereof. Declarant shall have the right and option (without the
joinder and consent of any person or entity, save and except any
consent, joinder or approval required by the City of Plano) to
encumber, mortgage, design, redesign, reconfigure, alter, improve,
landscape and maintain the Common Properties, provided that Declarant
fully and timely complies with any and all requirements of the City
of Plano. At some point in time (deemed reasonable and appropriate by
the Declarant but prior to December 31, 1995) , the Declarant will
convey title to the Common Properties to the Association for the
purposes herein envisioned. Declarant reserves the right to execute
any open space declarations applicable to the Common Properties which
may be permitted by law in order to reduce property taxes.

5.03 Extent of Members’ Easements. The rights
and easements of use, recreation and enjoyment created hereby shall
be subject to the following:

(a) The right of Declarant or the Association to
prescribe reasonable regulations and policies governing the use,
operation and maintenance of the Common Properties.

(b) Liens or mortgages placed against all or any
portion of the Common Properties with respect to money borrowed by
Declarant to develop and improve the Property or by the Association
to improve or maintain the Common Properties.

(c) The right of the Association to enter into and
execute contracts with any party (including, without limitation,
Declarant) for the purpose of providing maintenance or such other
materials or services consistent with the purposes of the
Association.

(d) The right of Declarant or the Association to
take such steps as are reasonably necessary to protect the Common
Properties against foreclosure.

(e) The right of Declarant or the Association to
suspend the voting rights of any member and to suspend the right of
any individual to use or enjoy any of the Common Properties for any
period during which any assessment (including without limitation any
"fines") against a Lot resided upon by such individual remains
unpaid, and for any period not to exceed (60) days for an infraction
of the then-existing rules and regulations.

(f) The right of Declarant and/or the Association
to dedicate or transfer all or any part of the Common Properties to
any municipal corporation, public agency, authority, or utility
company for such purposes and upon such conditions as may be agreed
upon by Declarant and the Members having a majority of the
outstanding eligible votes of the Association.

(g) The right of Declarant and/or the Association
to convey, sell or lease all or part of the Common Properties upon
such terms and conditions as may be agreed upon by Declarant and the
Members having a majority of the outstanding eligible votes of the
Association.

ARTICLE VI

COVENANTS FOR ASSESSMENTS

6.01 Personal Obligation of Assessments. Each
Owner of a Lot by acceptance of a deed therefor, whether or not it
shall be so expressed in such deed, is deemed, as a part of the
purchase money consideration for such deed and conveyance, to
covenant and agree to pay to the Association (or to an independent
entity or agency which may be designated by the Association to
receive such monies):

(a) Regular assessment or charges for maintenance,
taxes and insurance on portions of the Property and Common Properties
(including, without limitation, those matters described within
Section 4.01 herein);

(b) Special group assessments for capital
improvements or unusual or emergency matters, such assessments to be
fixed, established and collected from time to time as hereinafter
provided;

(c) Special individual assessments levied against
individual Owners to reimburse the Association for extra cost for
maintenance and repair caused by the willful or negligent acts of the
individual Owner and not caused by ordinary wear and tear;
and

(d) Individual assessments and fines levied
against individual Owners for violations of rules and regulations
pertaining to the Association, the Property and/or the Common
Properties;

such assessments to be fixed, established and
collected from time to time as herein provided. The assessments
described in (a) - (d) above, together with such late charges,
interest and cost of collection thereof as hereinafter provided,
shall be a charge on the land and shall be a continuing lien upon
each Lot against which each such assessment is made and shall also be
the continuing personal obligation of the then-existing Owner of such
Lot at the time which the assessment fell due.

6.02 Creation of Lien. Declarant hereby reserves a
vendor’s lien against each Lot to secure the payment of any
assessment which may be levied pursuant to the terms and provision of
Section 6.05, 6.06, 8.15 and/or 11.04 hereof, and the expenses
incurred in connection with the enforcement thereof, including,
without limitation, interest at the maximum rate permitted by law,
costs and reasonable attorneys’ fees. Such lien may be enforced
by appropriate judicial proceedings, and the amount secured thereby
shall be the obligation of and chargeable to Owner. Such lien shall
be and is subordinate and inferior only to the following:

(i) assessment, liens and charges in favor of the
State of Texas and any political subdivision thereof for taxes past
due and unpaid on the Lot; and

(ii) amounts due under any first lien deed of
trust duly recorded prior to the recordation of any lien assessment
as provided in Section 6.03 of this Article VI.

6.03 Assessment Lien. (a) All sums assessed but
unpaid, including interest thereon at the maximum rate permitted by
law from the date such assessments are due until said assessments are
paid (subject to the provisions hereof limiting the interest
contracted for, charged or received to the maximum permitted by
applicable law), shall constitute a lien on the Lot superior to all
other liens and encumbrances, except as provided in Section 6.02 of
this Article VI. Declarant, or the Board or its duly appointed agent,
may (but shall not be required to) prepare a written notice setting
forth the amount of such unpaid indebtedness, the name of Owner and a
description of the Lot. Such notice shall be signed by Declarant or
the Board or its duly appointed agent and may be recorded in the
office of the County Clerk of Collin County, Texas. Such lien may be
enforced by the foreclosure of it upon the Lot by the Declarant or
the Board or its duly appointed agent. In any such proceeding, the
Owner shall be required to pay the costs, expenses and
attorney’s fees incurred in connection with filing the lien, and
in the event of any foreclosure proceeding. Declarant or the Board or
its duly appointed agent shall have the power to bid on the Lot at
foreclosure or other legal sale and to acquire and hold, lease,
mortgage, convey or otherwise deal with the same.

Any mortgagee holding a lien on the Lot may pay,
but shall not be required to pay, any unpaid assessments owing with
respect to the Lot, but such payment shall not be deemed a waiver of
Owner’s default by either Declarant, the Board or such
mortgagee.

(b) The amount of the assessments assessed against
the Lot shall also be a personal obligation or indebtedness of the
Owner thereof at the time the assessments are made. Suit to recover a
money judgement for unpaid assessments shall be maintainable without
foreclosing or waiving the lien securing same.

(c) Owner, by acceptance of the deed to his Lot,
hereby expressly vests in Declarant, the Board or its agents the
right and power to bring all actions against Owner personally for the
collection of such charges as a debt, and to enforce the aforesaid
liens by all methods available for the enforcement of such liens. No
Owner may waive or otherwise escape liability for the assessments
provided herein by non-use of the Common Properties or by abandonment
of his Lot.

(d) If any assessment remains unpaid at the
expiration of fifteen (15) calendar days from and after the due date
established by the Board, a late charge shall be assessed against the
non-paying Owner for each month that any portion of an assessment
remains unpaid. The late charges shall be in the amount of
Twenty-five and No/100 Dollars ($25.00) for all Class A Members. A
service charge of Twenty and No/100 Dollars ($20.00) shall be charged
for each check that is returned because of insufficient funds. The
amount of late charges and service charges may be adjusted, from time
to time, by the Board consistent with any changes in the amounts of
regular or special assessments.

(e) In the event the Association is dissolved, all
existing property liens and assessments will remain valid.

(f) Any assessment owed to the Association at the
time the Association is dissolved will be collected and equally
returned to the Members of the Association in good
standing.

6.04 Purpose of Assessment. The assessments levied
by the Association shall be used exclusively for the purposes
of

(i) promoting the health, recreation, safety and
welfare of the residents of the property;

(ii) improving and maintaining the private
walkways, jogging and bicycle trails, lakes, recreational areas, or
other properties, services and facilities directly related to the use
and enjoyment of the Common Properties;

(iii) the payment of taxes on the Common
Properties and insurance (if any) in connection with the Common
Properties and the repair, replacement and additions
thereto;

(iv) the payment for electricity for street lights
and exterior lights and the repair, replacement and additions of
various items within the Common Properties;

(v) trash and garbage collection and security
arrangements, as may be determined necessary and appropriate by the
Association from time to time;

(vi) paying the cost of labor, equipment
(including the expense of leasing any equipment) and materials
required for, and the management and supervision of, the Common
Properties;

(vii) carrying out the duties of the Board as set
forth in Article IV hereof;

(viii) carrying out the various matters set forth
or envisioned herein or in any amendment or supplement hereto;
and

(ix) for any matter or thing designated by the
City of Plano in connection with any zoning, subdivision, platting,
building or development requirements.

6.05 Basis and Amount of Regular Maintenance
Assessments.

(a) Until and unless otherwise determined by the
board, the maximum regular assessment shall be Three Hundred Dollars
($300) per Lot per year.

(b) The Board may establish the maximum regular
assessment for each Lot, provided that the maximum regular assessment
may not be increased more than thirty percent (30%) above the maximum
regular assessment for the previous year unless otherwise approved by
the Members of the Association as provided in Section 3.03 of Article
III. Notwithstanding the foregoing, in the event that the Board
determines that due to unusual circumstances the maximum regular
assessment even as increased by 30% will be insufficient to enable
the Association to meet its expenses as set forth in Article IV
hereof, then in such event, the Board shall have the right to
increase the maximum regular assessment by the amount necessary to
provide sufficient funds to cover the expenses of the Association
without the approval of the members as provided in Section 3.03 of
Article III; provided, however, that the Board shall only be allowed
to make one such increase without obtaining approval of the
Members.

(c) After consideration of current maintenance
costs and the future needs of the Association, the Board may fix the
actual regular assessment at an amount equal to or less than the
then-existing maximum regular assessment.

(d) The Board may establish a time-price
differential schedule of the payment of the regular assessment in
which the lowest amount is the actual regular base
assessment.

6.06 Special Group Assessments for Capital
Improvements. In addition to the regular assessments authorized by
Section 6.03 hereof, the Association may levy in any fiscal year a
special group assessment, applicable to that year only, for the
purpose of defraying, in whole or in part, the cost of any
construction or reconstruction, unexpected repair or replacement of a
described capital improvement upon the Common Properties, including
any necessary fixtures and personal property related thereto;
provided that any such assessment shall have the affirmative approval
of the Members of the Association as provided in Section 3.03,
Article III.

6.07 Uniform Rate of Annual and Special
Assessments. Both regular and special group assessments must be fixed
at a uniform rate for all Lots owned by Class A Members.

6.08 Date of Commencement of Assessments: Due
Dates. The Board may prescribe from time to time that the regular
base assessments are to be collected on an annual, semiannual,
quarterly or monthly basis, and accordingly, the Board shall
prescribe the appropriate due dates and, if applicable, the
time-price differential rates and due dates. All regular base
assessments shall be collected in advance. The due date or dates (if
it is to be paid in installments) of any other assessments or special
group assessment under Sections 6.05 and 6.06 hereof, shall be fixed
in the respective resolution authorizing such assessment. The due
date of any individual assessment, including fines levied against
Individual Owners for violations of rules and regulations pertaining
to the Association, the Property, and/or the Common Properties, shall
be the date specified in the notice delivered to Owner setting forth
the individual assessment.

6.09 Duties of the Board with Respect to
Assessments:

(a) In the event of a revision to the amount or
rate of the regular base assessment, or establishment of a special
group or special individual assessment, the Board shall fix the
amount of the base assessment against each Lot, and the applicable
due dates for each assessment, at least sixty (60) days in advance of
such date or period, and the Board shall, at that time, prepare a
roster of the Lots and assessments applicable thereto which shall be
kept in the office of the Association.

(b) Written notice of the assessment shall
thereupon be delivered or mailed to every Owner subject
thereto.

(c) The Board shall upon demand at any time
furnish to any Owner liable for said assessment, a certificate in
writing signed by an Officer of the Association, setting forth
whether said assessment has been paid. Such certificate shall be
conclusive evidence of payment of any assessment therein stated to
have been paid. A reasonable charge may be made by the Board for the
issuance of such certificate.

6.10 Rights of City of Plano. Unless otherwise
approved by seventy-five percent (75%) of the outstanding votes
within each voting class, the Association shall not by act or
omission seek to abandon its obligations as established by this
Declaration. However, in the event that:

(a) The Association dissolves and the Common
Properties shall not be either

(i) dedicated to and accepted by an appropriate
municipal corporation, public agency, authority or utility to be
devoted to purposes as nearly as practicable the same as those to
which such Common Properties were required to be devoted by the
Association, or

(ii) conveyed to another organization or entity
which assumes all obligations imposed hereunder upon the Association
to maintain said Common Properties; or

(b) The association, its successors or assigns,
shall fail or refuse to adequately maintain the appearance and
condition of the Common Properties which it is obligated to maintain
hereunder;

then, in either such event, the City of Plano,
Texas, shall have the right, but not the obligation, to assume the
duty of performing all such maintenance obligations of the
Association at any time after such dissolution, upon giving written
notice to the Owners, or at any time after the expiration of
twenty-one (21) days after receipt by the Association, its successors
or assigns, of written notice specifying in detail the nature and
extent of the failure to maintain without such failure being
remedied. Upon assuming such maintenance obligations, the City of
Plano may collect, when the same become due, all assessments, annual
or special, levied by the Association pursuant to the provisions
hereof for the purposes of repairing, replacing, maintaining or
caring for the Common Properties; and, if necessary, enforce the
payment of delinquent assessments in the manner set forth herein. In
the alternative, upon assuming such maintenance obligations, the City
of Plano may levy an assessment upon each Lot on a pro-rata basis for
the cost of such maintenance, notwithstanding any other provisions
contained in this Declaration, which assessment shall constitute a
lien upon the Lot against which each assessment is made. During any
period that the City of Plano assumes the obligation to maintain and
care for the Common Properties, the Association shall have no
obligation or authority with respect to such maintenance. The right
and authority of the City of Plano to maintain the Common Properties
shall cease and terminate when the Association, its successors or
assigns, shall present to the City of Plano reasonable evidence of
its willingness and ability to resume maintenance of the Common
Properties. In the event the City of Plano assumes the duty of
performing the maintenance obligations of the Association as provided
herein, then the City of Plano, its agents, representatives and
employees, shall have right of access, ingress and egress to and over
the Common Properties for the purposes of maintaining, improving and
preserving the same, and in no event, and under no circumstances,
shall the City of Plano be liable to the Association or any Owner or
their respective heirs, devisees, personal representatives,
successors and assigns for negligent acts or construction (excluding,
however, malfeasance and gross negligence) relating in any manner to
maintaining, improving and preserving the Common
Properties.

6.11 Exempt Property.

(a) All properties dedicated and accepted by the
local public authority and devoted to public use;

(b) All Common Properties as defined in Article I
hereof;

(c) Any and all areas which may be reserved by the
Declarant on the recorded plat(s) of the Property.

6.12 Effect of Non-Payment of Assessment: The
Personal Obligation of the Owner; the Lien; Remedies of the
Association.

(a) If any assessment or any part thereof is not
paid on the date(s) when due, then the unpaid amount of such
assessment shall be considered delinquent and shall, together with
interest thereon at the rate per annum set by the Board, not to
exceed the maximum rate allowed by law, and costs of collection
thereof, thereupon become a continuing debt secured by a
self-executing lien on the Lot of the non-paying Owner which shall
bind such Lot in the hands of the Owner, his heirs, executors,
devisees, personal representatives and assigns. The Association shall
have the right to reject partial payments of an assessment and demand
the full payment thereof. The personal obligation of the
then-existing Owner to pay such assessment, however, shall remain his
personal obligation and shall not pass to his successors in title
unless expressly assumed by them. However, the lien for unpaid
assessments shall be unaffected by any sale or assignment of a Lot
and shall continue in full force and effect. No Owner may waive or
otherwise escape liability for the assessment provided herein by
abandonment of his Lot.

(b) The Association may also give written
notification to the holder(s) of the mortgage on the Lot of the
non-paying Owner of such Owner’s default in paying any
assessment when such default has not been cured within thirty (30)
days of the original date due, provided that the Association has
theretofore been furnished in writing with the correct name and
address of the holder(s) of such mortgage and a request to receive
such notification.

(c) If any assessment or part thereof is not paid
when due, any unpaid amount of such assessment shall bear interest
from and after the date when due at the rate per annum set by the
Board, not to exceed the maximum rate allowed by law, and the
Association may, at its election, retain the services of an attorney
for collection and there shall also be added to the amount of such
unpaid assessment any and all collection cost incurred hereunder by
the Association, including reasonable attorneys’
fees.

(d) In the event of default in the payment of any
assessment or interest thereon in accordance with the terms hereof,
the Association may elect to sell such Lot pursuant to Article 3810,
Texas Revised Civil Statutes, or any applicable successor legislation
thereto, after advertising the time, place and terms of the sale of
such Lot then subject to the lien hereof, for at least twenty-one
(21) days preceding the date of sale by posting written or printed
notice thereof at the Courthouse door of the County where said Lot is
situated, which notice may be posted by any person acting for the
Association and the Association has, at least twenty-one (21) days
preceding the date of sale, served written or printed notice of the
proposed sale by certified mail on each owner obligated to pay the
indebtedness secured by the lien hereunder according to the records
of the Association, by the deposit of such notice, enclosed in a
postpaid wrapper, properly addressed to such Owner at such
Owner’s most recent address as shown by the records of the
Association, in a post office or official depository under the care
and custody of the United States Postal Service, any person acting
for the Association shall sell such Lot, then subject to the lien
hereof, at public auction in accordance with such notice at the
Courthouse door of said county where such Lot is situated (provided
where said Lot is situated in more than one county, the notice to be
posted as herein provided shall be posted at the Courthouse door of
each of such counties where said Lot is situated, and said Lot may be
sold at the Courthouse door of any one of such counties, and the
notices so posted shall designate the county where the Lot will be
sold), on the first Tuesday in any month between the hours of ten
o’clock A.M. and four o’clock P.M., to the highest bidder
for cash, selling all of the Lot as an entirety or in such parcels as
the Association acting may elect, and make due conveyance to the
Purchaser or Purchasers, with special warranty binding such Owner,
his heirs and assigns; and out of the money arising from such sale,
the Association shall pay first, all the expenses of advertising the
sale and making the conveyance, and then to the Association the full
amount of principal, interest, attorney’s fees and other charges
due and unpaid on said Lot and all other indebtedness secured by such
lien hereunder, rendering the balance of the sales price, if any, to
such Owner, his heirs or assigns; and the recitals in the conveyance
to the Purchaser(s) shall be full and conclusive evidence of the
truth of the matters therein stated, and all prerequisites to said
sale shall be presumed to have been performed, and such sale and
conveyance shall be conclusive against such Owner, his heirs and
assigns.

ARTICLE VII

INSURANCE: REPAIRS AND RESTORATION

7.01 Right to Purchase Insurance. The Association
shall have the right and option to purchase, carry and maintain in
force insurance covering any and all portions of the Common
Properties, any improvements thereon or appurtenant thereto, for the
interest of the Association and of all members thereof, in such
amounts and with such endorsements and coverage as shall be
considered good sound insurance coverage for properties similar in
construction, location and use to the Common Properties. Such
insurance may include, but need not be limited to:

(a) Insurance against loss or damage by fire and
hazards covered by a standard extended coverage endorsement in an
amount which shall be equal to the maximum insurable replacement
value, excluding foundation and excavation costs as determined
annually by the insurance carrier.

(b) Public liability and property damage insurance
on a broad form basis.

(c) Fidelity bond for all officers and employees
of the Association having control of the receipts and disbursements
of funds.

(d) Officers’ and Directors’ liability
insurance.

7.02 Insurance Proceeds. The Association and the
Members shall use the net insurance proceeds to repair and replace
any damage or destruction of property, real or personal, covered by
such insurance. Any balance from the proceeds of insurance paid to
the Association, as required in this Article VII, remaining after
satisfactory completion of repairs and replacements, shall be
retained by the Association as part of a general reserve fund for
repair and replacement of the Common Properties.

7.03 Insufficient Proceeds. If the insurance
proceeds are insufficient to repair or replace any loss or damage,
the Association may levy a special group assessment as provided in
Article VI of this Declaration to cover the deficiency.

ARTICLE VIII

CONSTRUCTION OF IMPROVEMENTS AND

USE OF LOTS - PROTECTIVE COVENANTS

8.01 Designation of Lots. All Lots are hereby
designated and described as residential Lots. No Lot or combination
of Lots may be replatted so as to create from the total combined
replatted Lots more separate building sites or Lots than existed in
the original platting.

8.02 Types of Structures. No structure shall be
erected, altered, placed or permitted to remain on any Lot other than
one single-family dwelling not to exceed two stories in height,
private attached or detached garage, for not less than two (2) cars
in Sections 1 and 3 and not less than three (3) cars in Section 2,
unless approved otherwise in writing by the Architectural Control
Committee. No garage constructed with servants quarters or other
approved accessory building(s) which may be constructed on any Lot
shall be used for rental purposes, and same may be used only by
servants who are employed in the dwelling erected upon the same Lot
where such quarters are located and/or by members or guests of the
family occupying the dwelling on said Lot. The construction of any
apartment house, duplex, hotel of any kind or character is expressly
prohibited. Outbuildings for single-family use may be built only when
the plans therefor are approved in writing by the Architectural
Control Committee.

No house, dwelling and/or structure of any kind or
character whatsoever may be moved upon any Lot in the Addition. A new
structure only shall be erected on and permitted to remain on any Lot
in the Addition.

8.03 Temporary Structures. No structure of a
temporary character, such as a trailer, mobile home, tent, shack,
garage, barn or other outbuilding shall be permitted on any Lot or
used on any property any time as a dwelling house. No building
material of any kind or character shall be placed or stored upon any
Lot until the owner is ready to commence improvements, and then such
material shall be placed or stored within the property line of the
Lot upon which the improvements are to be erected.

8.04 Location of Buildings on Lots. The main
building shall not be located on any Lot nearer to the property line
than the building line indicated on the recorded plat unless
otherwise approved by the City of Plano and the Architectural Control
Committee. The main building shall be erected in accordance with the
building codes of the City of Plano from the side property lines. On
corner Lots, the main building shall be constructed to conform to the
building line as indicated on the recorded plat, from the side street
property line, except as may be specifically approved by the City of
Plano and the Architectural Control Committee. Detached and attached
garages and accessory buildings on corner Lots shall not be nearer to
a side street property line than the setback line as indicated on the
recorded plat. Detached garages, servants quarters and outbuildings
not attached to the main building shall be erected in accordance with
the building codes of the City of Plano from the side property lines,
except as may be specifically approved by the City of Plano and the
Architectural Control Committee. For the purpose of these Restrictive
Covenants, eaves and steps shall not be considered as part of a
building; provided, however, that this shall not be construed to
permit any portion of a building on a Lot to encroach upon another
property.

8.05 Dwelling Size. The main dwelling of every
residence in the Addition shall contain a minimum total floor area
(living space) as follows:

Section 1 Section 2 Section 3

Total Floor Space 2500 3000 2250

Ground Floor of 11/2 & 2 Stories 1500 2000
1500

unless approved otherwise in writing by the
Architectural Control Committee. Such living area shall be calculated
exclusive of any areas contained in garages, porches, breezeways,
servants quarters, outbuildings and terraces, etc., all of which
areas shall be completed and finished simultaneously with the first
construction of such structure. Notwithstanding the foregoing,
however, with the express written consent of the Architectural
Control Committee, dwellings may be constructed having less than the
above specified square footage requirements, but in no event shall
the Architectural Control Committee consent to a reduction in such
requirements greater than ten percent (10%).

8.06 Construction. The exterior walls of any
improvement or structure placed or erected on any Lot or tract shall
follow the City of Plano Building Code. No dwelling shall be
constructed or permitted to exist on any Lot unless at least one
hundred percent (100%) of the street elevation exterior and
seventy-five percent (75%) of the total exterior other than windows,
doors and glassed areas, consist of brick, stone or other masonry
materials approved in writing by the Architectural Control Committee.
Any Chimney visible from the street shall have an exterior finish of
brick, stone or other masonry material unless approved in writing by
the Architectural Control Committee. Only the upper floor of one and
one-half (1.5) story and two (2) story residences may be of frame
exterior and must be approved in writing by the Architectural Control
Committee. Servants quarters, carports, garages or other outbuildings
which may be detached from the main dwellings are specifically
required to conform with this construction requirement.

8.07 Roof Construction. Roof cladding material
must be approved in writing by the Architectural Control Committee.
The following roof materials are to be used unless an alternate is
approved in writing by the Architectural Control Committee.: No. 1
fire retardant treated wood shingles or cedar shakes, copper, slate,
tile and concrete tile or composition shingles.

Specifications for composition shingle roofs shall
include the following:

1. Composition shingles must meet Underwriters
Laboratories, Inc. (UL), or equivalent specifications in
general.

2. The shingles must have a UL Class A
fire-resistant rating.

3. The shingles must be UL Class A
wind-resistant.

4. The shingles must be of multi-layered laminated
construction.

5. The shingles must have a minimum weight of 240
pounds per square (100 square feet).

6. The shingles must have a manufacturer’s
warranty of at least 25 years.

7. The shingles shall have an appearance very
similar to a cedar shingle roof as relates to its color, shadow, and
pattern.

All roofs must be constructed on a minimum pitch
of 8/12 unless otherwise approved by the Architectural Control
Committee.

There shall not be erected on any Lot a residence
whose quality of structure and finish does not meet minimum property
standards established by the Building Code of the City of Plano, nor
shall any alteration or addition to any residence be made which does
not meet the same minimum property standards.

8.08 Landscaping and Irrigation: A complete
landscaping plan for the front and side yards including irrigation
system shall be submitted to the Architectural Control Committee for
review and approval at least thirty (30) days prior to completion of
the main residence located on each Lot. The approved landscaping
shall be installed within sixty (60) days after completion of the
main residence. The landscaping design shall be in keeping with the
general theme of the neighborhood.

8.09 Retaining Walls. Each individual Lot owner
shall be responsible for proper grading of his Lot both during and
after construction to insure water does not flow from his property to
the adjacent Lots. All water must be diverted to the streets and/or
alleys in accordance with the requirements of the City of
Plano.

If fills or cuts are made on the Lot requiring
retaining walls, those retaining walls shall be constructed of a
finished masonry material approved in writing by the Architectural
Control Committee. Treated 6" x 6" wood timbers may be used on the
rear yards and side yards behind the building line as shown on the
final Plat of Section 1 with the written approval of the
Architectural Control Committee. Concrete retaining walls must be
covered with a finished masonry product or have a special finish
approved in writing by the Architectural Control
Committee.

8.10 Occupancy. No house shall be occupied as a
residence until it is completed in accordance with the provisions of
these Covenants And Restrictions. All houses and structures permitted
under these Covenants And Restrictions shall be completed within
twelve (12) months after construction is started.

No house shall be occupied as a residence unless
and until the premises are connected in a proper way with the city
sewerage system.

No garage, servants house, garage house or
outbuilding on any property shall be occupied by owner, tenant or
anyone prior to the erection of a dwelling house.

8.11 Water Supply and Sewage System. No individual
water supply system shall be permitted on any property unless the
system is located, constructed and equipped in accordance with the
requirements, standards and recommendations of state or local public
health authorities. Approval of such system, as installed, shall be
obtained from such authority.

No individual sewage disposal system shall be
permitted on any property.

8.12 Utility and Drainage Easements. Easements for
drainage facilities and easements for the installation and
maintenance of utilities are reserved as shown on the recorded plat.
Easements are reserved for the benefit of The City of Plano, Texas,
Telephone Company, TU Electric, Lone Star Gas Company, and their
respective successors in their installation, operation, maintenance
and ownership of service lines from the property lines to the
residence in the Addition. Neither the developer, any utility company
nor the City of Plano, Texas, using such easements shall be liable
for any damage done to shrubbery, trees, flowers, swimming pools or
any other property and/or improvements of the owner which are located
within the area covered by said easement.

8.13 Garages. All garages must be side entry or
rear entry only. The side entry garage must be at a ninety degree
(90) angle to the street or side Lot line. Written approval of the
Architectural Control Committee must be obtained for any variation to
the garage auto entrance location requirement.

8.14 Fences, Walls and Meters. Chainlink fences
shall not be permitted; all fences shall be of either wood,
ornamental iron or masonry construction unless approved otherwise in
writing by the Architectural Control Committee. Such fences shall not
be in excess of eight (8) feet in height. No fence, wall or meter
(which extends above the surface of the ground), or other structure
shall be placed or permitted to remain on any Lot nearer to the
street or streets adjoining such Lots than is permitted for the main
dwelling on such Lots, unless approved otherwise in writing by the
Architectural Control Committee.

8.15 Grass and Weeds. Grass, weeds and other
vegetation on each Lot must be kept mowed at regular intervals so as
to maintain the property in a neat and attractive manner. Upon
failure to maintain any Lot, the Declarant or the Association may, at
its option, have the grass, weeds and vegetation cut as often as
necessary in its judgement, and the owner of such property shall be
obligated, when presented with an itemized statement, to reimburse
said Declarant or Association for the cost of such work. This
provision, however, shall in no manner be construed to create a lien
in favor of any party on any piece of property for the cost or charge
of such work or the reimbursement for such work.

8.16 Refuse and Garbage. No property shall be used
as a dumping ground for rubbish. Trash, garbage or other waste shall
not be kept except in sanitary containers; all equipment for the
storage or other disposal of such material shall be kept in a clean
and sanitary condition.

8.17 Drilling. No oil drilling, oil development
operation, oil refining, quarrying or mining operation of any kind
shall be permitted upon or in any property, nor shall oil wells,
tanks, tunnels, mineral excavations or shafts be permitted upon or in
any property. No derrick or other structure designed for use in
quarrying for oil or natural gas shall be erected, maintained or
permitted upon any property.

8.18 Signs or Billboards. The construction or
maintenance of signs or advertising structures of any kind on any Lot
is prohibited, except that one (1) sign advertising the sale of
property is permitted, provided it does not exceed two feet by three
feet (2'x3') in size. However, the Declarant shall be allowed to
place several larger signs in the Addition during the initial period
of development. The Association, or its duly authorized
representative, shall have the right to remove any unauthorized sign,
advertisement, billboard or other advertising structure which is
erected or placed on any Lot without such consent and, in doing so,
it shall not be subject to any liability whatsoever in connection
therewith.

8.19 Boats, Trailers, Recreational Vehicles,
Commercial Vehicles and Non-operational Vehicles. All boats, pickup
campers, travel trailers, motor homes and any other type recreational
vehicles, commercial vehicles and non-operational vehicles must be
kept stored at the rear of each Lot and all such vehicles must be
completely shielded from all streets. None of these vehicles,
trailers or motor homes shall at any time be used as a residence or
office temporarily or permanently.

8.20 Animals. No animals, livestock or poultry of
any kind shall be raised, bred or kept on any property except that
(a) dogs, cats and other household pets may be kept provided that
they are not raised, bred or kept for commercial purposes, and (b)
the Association shall have the right and authority to limit the
number and variety of household pets permitted.

8.21 Air Conditioning. No air conditioning
apparatus shall be installed on the ground in the front of a dwelling
house nor any closer than twenty (20) feet to the front of the main
residence and must be screened from view from any street. No air
conditioning apparatus shall be attached to any front wall of a
dwelling house. No evaporative cooler shall be installed on the front
wall or a side wall of a dwelling house.

8.22 Mail Boxes. All mail boxes, unless affixed to
the dwelling house, shall be brick or shall be affixed to a
substantial and decorative pole or stand permanently placed in the
ground, and such mail boxes and supporting poles or stands shall be
of a design approved by the Architectural Control
Committee.

8.23 Antennas. No antennas shall be permitted in
the Addition except AM and FM radio reception, and UHF and VHF
television reception antennas. Said antennas shall be located in such
a manner so as to be not visible from the street(s) adjacent to the
house. Satellite dish T.V. antennas are permitted except that said
antenna must set on ground levels, not exceed eight (8) feet in
height above ground elevation and be totally concealed when viewed at
normal ground levels from adjacent Lots, alleys or
streets.

8.24 Nuisances or Illegal Activities. No trash,
ashes or other residue may be dumped, thrown or placed on any Lot in
the Addition. No noxious or offensive trade or possession shall be
carried on in any structure or upon any Lot, nor shall any illegal or
immoral activity be permitted, nor shall anything be done or allowed
to exist therein or thereon which is, or could become, a nuisance or
annoyance to the neighborhood; specifically in this regard, the
number and type of pets kept or maintained on any Lot in this
Addition shall be limited to that type and number that will not be
unreasonably noisy or odor-causing; the lighting of swimming pools,
trees, grounds and structures shall be permitted only in areas
screened from public view; trucks with tonnage in excess of one (1)
ton and any vehicle with painted advertisement shall not be permitted
to park overnight on the streets, driveways or otherwise within this
Addition at any time; and no vehicle of any size which transports
inflammatory or explosive cargo may be kept in this Addition at any
time.

ARTICLE IX

ARCHITECTURAL CONTROL

9.01 Architectural Control. Architectural Control
shall be supervised by an Architectural Control Committee,
hereinafter called the "Committee", consisting of either the
Construction Group, as hereinafter described, or the Board, in the
following manner:

(a) The Construction Group shall consider and may
act as the Committee only with respect to request for approval of
variances made by or on behalf of Class B Members or made by or on
behalf of Class A Members with respect to the initial construction of
a residence on a Lot. Any request for approval or variance made by or
on behalf of Class A Members with respect to additions or remodeling
of an existing residence on a Lot must be considered and acted upon
only by the Board, under which circumstances, the Board will be
acting as the Committee. Provided, however, that for purposes of this
Section, a Class B Member shall be treated as a Class A Member
commencing upon occupancy of the residence constructed on such Class
B Member’s Lot.

(i) The Construction Group shall be composed of
three (3) or more individuals selected and appointed by Declarant.
The Construction Group shall use its best efforts to promote and
ensure a high level of quality, harmony and conformity throughout the
property.

A majority of the Construction Group’s
members may act on behalf of the entire Construction Group. In the
event of death or resignation of any member of the Construction
Group, the remaining members shall have full authority to designate
and appoint a successor. No member of the Construction Group shall be
entitled to any compensation for services performed hereunder and
neither the Construction Group nor any of its members shall be liable
to any Owner, for any claims, causes of action or damage of what ever
kind (except where occasioned by gross negligence) arising out of
service performed, actions taken, or inaction in connection with any
undertaking, responsibility, or activity hereunder or request for
same.

(b) No building, structure, fence, wall or
improvement of any kind or nature shall be erected, placed or altered
on any Lot until all plans and specifications (including, but not
limited to, erection plans) and/or a plot plan have been submitted to
and approved in writing by the Committee as to:

(i) quality of workmanship and materials; adequacy
of site dimensions; adequacy of structural design; proper facing of
main elevation with respect to nearby streets;

(ii) conformity and harmony of the external
design, color, type and appearance of exterior surface and
landscaping;

(iii) location with respect to topography and
finished grade elevation and effect of location and use on
neighboring Lots and improvements situated thereon and any drainage
arrangement;

(iv) the other standards set forth within this
Declaration (and any amendments hereto) or as may be set forth within
bulletins promulgated by the Committee, or matters in which the
Committee has been vested with the authority to render a final
interpretation and decision.

(c) Final plans and specifications shall be
submitted in duplicate to the Committee for approval or disapproval.
At such time as the plans and specifications meet the approval of the
Committee, one complete set of plans and specifications will be
retained by the Committee and the other complete set of plans will be
marked "Approved" and returned to the Owner or his designated
representative or marked "Approved", based on certain conditions and
specifications. If found not to be in compliance with these Covenants
and Restrictions, one set of such plans and specifications shall be
returned marked "Disapproved", accompanied by a reasonable statement
of items found not to comply with these Covenants and Restrictions.
Any modification or change to the approved set plans and
specifications must again be submitted to the Committee for its
inspection and approval. The approval or disapproval of the
Committee, as required herein, shall be narrative and in writing. If
the Committee, or its respective designated representative, fails to
approve or disapprove such plans and specifications within thirty
(30) days after the date of submission, then approval shall be
presumed; provided, however, that no such approval shall be presumed
if the request is submitted by or on behalf of a Class B Member (or a
Class A Member, if relating to initial construction) to the Board as
the Committee or if the request is submitted by or on behalf of a
Class A Member relating to additions or remodeling of existing
residences to the Construction Group as the Committee. Further
provided, however, that nothing in this paragraph shall affect in any
way the method for seeking or granting variances, as described in the
following paragraph, nor shall any failure of the Committee to act on
a variance request within any particular period of time constitute
the granting or approval of any such variance request.

(d) Upon submission of a written narrative request
for same, the Committee may, from time to time, in its sole
discretion, permit Owners to construct, erect or install improvements
which are in variance from these Covenants and Restrictions which are
provided in this Declaration or which may be promulgated in the
future. In any case, however, such variances shall be in basic
conformity with and shall blend effectively with the general
architectural style and design of the community. No member of the
Committee shall be liable to any Owner or other person claiming by,
through or on behalf of any Owner, for any claims, causes of action
or damages arising out of the granting or denial of or other action
or failure to act upon, any variance request by any Owner or any
person acting for or on behalf of any Owner. Each request for a
variance submitted hereunder shall be reviewed separately and apart
form other such requests and the grant of a variance to any Owner
shall not constitute a waiver of the Committee’s right to
strictly enforce these Covenants and Restrictions against any other
Owner. Each such written request must identify and set forth in
narrative detail the specific restriction or standard from which a
variance is sought and describe in complete detail the exact nature
of the variance sought. Any grant of a variance by the Committee must
be in writing and must identify in narrative detail both the standard
from which a variance is being sought and the specific variance being
granted. Any variance granted by the Committee shall be considered a
rule made under this Declaration.

(e) The Committee may from time to time publish
and promulgate architectural standards bulletins which shall be fair,
reasonable and uniformly applied and shall carry forward the spirit
and intention of these Covenants and Restrictions, provided, however,
that the Construction Group may publish such bulletins only with
respect to Class B Members and initial construction by Class A
Members and the Board may do so only with respect to additions or
remodeling by Class A Members. Such bulletins shall supplement these
Covenants and Restrictions and are incorporated herein by reference.
Although the Committee shall not have unbridled discretion with
respect to additions or remodeling by class A Members. Such bulletins
shall supplement these Covenants and Restrictions and are
incorporated herein by reference. Although the Committee shall not
have unbridled discretion with respect to taste, design and any
absolute standards specified herein, the Committee shall be
responsive to technological advances or general changes in
architectural designs and related conditions in future years and use
its best efforts to balance the equities between matters of taste and
design (on the one hand) and use of private property (on the
other).

ARTICLE X

EASEMENTS

10.01 Utility Easements. Easements for
installation, maintenance, repair and removal of utilities and
drainage facilities over, under and across the Property are reserved
as set forth in Section 8.12 hereinbefore. Full rights of ingress and
egress shall be had by Declarant and any bona fide utility company at
all times over the easement areas for the installation, operation,
maintenance, repair or removal of any utility together with the right
to remove any obstruction that may be placed in such easement that
would constitute interference with the use of such easement, or with
the use, maintenance, operation or installation of such
utility.

10.02 Ingress, Egress and Maintenance by the
Association. Full rights of ingress and egress shall be had by the
Association at all times over and upon the Common Properties for the
purpose of maintaining the Common Properties as set forth
herein.

10.03 Police Power Easement. With respect to the
Common Properties and streets, easements and rights-of-way within the
Property, the City of Plano and all other governmental agencies and
authorities shall have full rights of ingress, egress, regress and
access for personnel and emergency vehicles for maintenance, police
and fire protection, drainage and other lawful police powers designed
to promote the health, safety and general welfare of the residents
within the Property.

ARTICLE XI

GENERAL PROVISIONS

11.01 Duration. The Covenants and Restrictions of
this Declaration shall run with and bind the land subject to this
Declaration, and shall inure to the benefit of and be enforceable by
the Association and/or the Owners subject to this Declaration, their
respective legal representatives, heirs, successors and assigns, for
a term ending January 1, 2050, after which time said Covenants and
Restrictions shall be automatically extended for successive periods
of ten (10) years unless an instrument is signed by the Members
entitled to cast seventy-five percent (75%) of the votes of each
voting class of the Association and recorded in the Land Records of
Collin County, Texas, which contains and sets forth an agreement to
abolish the Covenants and Restrictions; provided, however, no such
agreement to abolish shall be effective unless made and recorded one
(1) year in advance of the effective date of such
abolishment.

11.02 Amendments. Notwithstanding Section 11.01 of
this Article, these Covenants and Restrictions may be amended and/or
changed in part as follows:

(a) During a five (5) year period commencing on
the date hereof, Declarant may amend or change these Covenants and
Restrictions with the consent of at least sixty percent (60%) of the
outstanding votes of the Members of the Association;

(b) In all other situations, these Covenants and
Restrictions may be amended or changed upon the express written
consent of at least seventy-five percent (75%) of the outstanding
votes of the Members of the Association; or by a resolution passed by
the majority of the Board evidencing the consent of seventy-five
percent (75%) of the Owners and authorizing the President of the
Association to execute such amendments.

(c) Notwithstanding (a) and (b) above, section
6.10 cannot be amended without written consent of city.

Any and all amendments, if any, shall be recorded
in the office of the County Clerk of Collin County, Texas.

11.03 Enforcement. Enforcement of these Covenants
and Restrictions shall be by a proceeding initiated by any Owner, any
member of the Construction Group or the Board or by the City of
Plano, against any person or persons violating or attempting to
violate any Covenant or Restriction contained herein, either to
restrain or enjoin such violation or to recover damages for the
violation, or both or to enforce any lien created by this instrument.
The Construction Group, and each of its appointed members, shall have
an election and right, but not an obligation or duty, to enforce
these Covenants and Restrictions by a proceeding or proceedings at
law or in equity. Notwithstanding any provision to the contrary in
this Declaration, Declarant shall not have any duty, obligation or
responsibility to enforce any of these Covenants and Restrictions.
Failure by any party to enforce any Covenant or Restriction herein
contained shall in no event be deemed a waiver of the right to do so
thereafter. With respect to any litigation hereunder, the prevailing
party shall be entitled to recover reasonable attorneys’ fees
from the non-prevailing party. Further, and with respect to any
litigation brought against the Construction Group, the Board or any
of their members or representatives arising out of any action,
failure to act, or performance or nonperformance of duties imposed
hereby, by the Construction Group, the Board or any of their members
or representatives so sued shall be entitled to recover their
reasonable attorneys’ fees from the person or entity bringing
such action against it or them, unless the Construction Group, the
Board or their members or representatives shall specifically by
adjudicated liable to such claimant.

11.04 Imposition of Violation Fines. In the event
that any person fails to cure (or fails to commence and proceed with
diligence to completion) the work necessary to cure any violation of
the Covenants and Restrictions contained herein with in ten (10) days
after receipt of written notice from the Board designating the
particular violation, the Board shall have the power and authority to
impose upon that person a fine for such violation (the "Violation
Fine") not to exceed five hundred dollars ($500.00). If, after the
imposition of the Violation Fine, the violation has not been cured or
the person has still not commenced the work necessary to cure such
violation, the Board shall have the power and authority, upon ten
(10) days written notice, to impose another Violation Fine which
shall also not exceed five hundred dollars ($500.00). There shall be
no limit to the number or the aggregate amount of Violation Fines
which may be levied against a person for the same violation. The
Violation Fines shall be an individual assessment as described in
Article VI hereof, shall be due and payable in accordance with
article VI, and together with interest at the highest lawful rate per
annum and any costs of collection, including attorneys’ fees,
shall be a continuing lien upon the Lot against which such Violation
Fine is made.

11.05 Severability. If any one of these Covenants
or Restrictions is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining Covenants and
Restrictions shall not be affected thereby.

11.06 Headings. The headings contained in this
Declaration are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Declaration.

11.07 Notices to Owners. Any notice required to be
given to any Owner under the provisions of this Declaration shall be
deemed to have been properly delivered when deposited in the United
States mails, postage prepaid, addressed to the last known address of
the person who appears as an Owner on the records of the Association
at the time of such mailing.

11.08 Disputes. Matters of dispute or disagreement
between Owners with respect to interpretation or application of the
provisions of this Declaration or the Association Bylaws, shall be
determined by the Board, whose reasonable determination shall be
final and binding upon all Owners.

IN WITNESS WHEREOF, Tiburon Development, Inc.,
being the Declarant herein, has caused this instrument to be executed
this 25th day of February, 1992.

By: TIBURON DEVELOPMENT, INC.

By: S/B R. K. Lambert

R. K. Lambert

President

STATE OF TEXAS

COUNTY OF COLLIN

BEFORE ME, the undersigned authority, on this day
personally appeared R. K. Lambert, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said Tiburon
Development, Inc. a Texas Corporation, in his capacity as President
of Tiburon Development, Inc., executed the same as the act of such
corporation for the purposes and consideration therein expressed and
in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the
25th day of February, 1992.

S/B Clyde L. Denham

Notary Public in and for the State of
Texas

My commission Expires: 3/14/95

WHEREAS, TIBURON DEVELOPMENT, INC. is the owner of
a tract of land situated in the J. F. Chenowith Survey, Abstract No.
222 in the City of Plano, Collin County, Texas and also being part of
a 212.582 acre tract of land as conveyed to Parkway Venture by deed
recorded in Volume 1336, Page 156, Deed Records, Collin County, Texas
and being the Called Tract II in the Deed to Tiburon Development,
Inc. as recorded in Volume 3496, Page 038, Deed Records of Collin
County, Texas and being more particularly described as
follows:

BEGINNING at a one-inch iron rod set in concrete
at the intersection of the east line of Parkwood Boulevard (85 foot
right-of-way) with the north line of Plano Parkway (120 foot
right-of-way);

THENCE, N 00š 44' 23" W, along the said east line
of Parkwood Boulevard for a distance of 22.69 feet to a one-inch iron
rod set for corner at the beginning of a curve to the right having a
central angle of 17š 14' 31", a radius of 1,457.50 feet, a tangent of
220.97 feet and a chord bearing and distance of N 07š 52' 53" E,
436.95 feet;

THENCE, continuing along said east line of
Parkwood Boulevard and along said curve for an arc distance of 438.60
feet to a one-inch iron rod set for corner at the end of said curve
and the beginning of a curve to the left having a central angle of
15š 53' 00", a radius of 1642.50 feet, a tangent of 229.13 feet and a
chord bearing and distance of N 08š 33' 38" E, 453.87
feet;

THENCE, continuing along the said east line of
Parkwood Boulevard and along said curve for an arc distance of 455.33
feet to a one-inch iron rod set for corner at the intersection of the
said east line of Parkwood Boulevard with the south line of Tiburon
Drive (60 foot right-of-way);

THENCE, N 89š 52' 08" E, along the said south line
of Tiburon Drive for a distance of 27.16 feet to a one-inch iron rod
set for corner at the beginning of a curve to the left having a
central angle of 22š 39' 35", a radius of 930.00 feet, a tangent of
186.34 feet and a chord bearing and distance of N 78š 32' 21" E,
365.41 feet;

THENCE, continuing along said south line of
Tiburon Drive and along said curve to the left for a distance of
367.80 feet to a one-inch iron rod set for corner;

THENCE, N 67š 12' 33" E, continuing along said
south line for a distance of 83.30 feet to a one-inch iron rod set
for corner at the beginning of a curve to the right having a central
angle of 22š 47' 27", a radius of 770.00 feet, a tangent of 155.20
feet and a chord bearing and distance of N 78š 36' 16" E, 304.27
feet;

THENCE, continuing along said south line of
Tiburon Drive and along said curve to the right for an arc distance
of 306.29 feet to a one-inch iron rod set for corner;

THENCE, N 00š 00' 00" E, continuing along said
south line of Tiburon Drive for a distance of 324.58 feet to a
one-inch iron rod set for corner at the intersection of the said
south line of Tiburon Drive with the west line of Balcones Drive (60
foot right-of-way);

THENCE, S 00š 05' 22" W, with the said west line
of Balcones Drive for a distance of 957.46 feet along the said west
line of Balcones Drive to a one-inch iron rod set for corner at the
intersection of said west line of Balcones Drive with the said north
line of Plano Parkway;

THENCE, N 89š 54' 38" W, along the said north line
of Plano Parkway for a distance of 9.04 feet to a one-inch iron rod
set for corner at the beginning of a curve to the left having a
central angle of 06š 23' 48" a radius of 3,334.00 feet, a tangent of
186.30 feet and a chord bearing and distance of S 86š 53' 28" W,
372.02 feet;

THENCE, continuing with the said north line of
Plano Parkway and with said curve to the left for an arc distance of
372.22 feet to a one-inch iron rod set for corner;

THENCE, S 83š 41' 34" W, continuing with the said
north line of Plano Parkway for a distance of 835.17 feet to the
POINT OF BEGINNING and containing 1,074,673 square feet or 24.671
acres of land.

WHEREAS, TIBURON DEVELOPMENT, INC. is the owner of
a tract of land situated in the J.F. Chenowith Survey, Abstract No.
222 and the W.M. Miller Survey, Abstract No. 568 in the City of
Plano, Collin County, Texas and also being part of 212.582 acre tract
of land as conveyed to Parkway Venture by deed recorded in Volume
1336, Page 156, Deed Records, Collin County, Texas and being called
Tract III in the Deed to Tiburon Development, Inc. as recorded in
Volume 3496, Page 038, Deed Records of Collin County, Texas and being
more particularly described as follows:

BEGINNING at a one-inch iron rod set for corner at
the intersection of the east line of Parkwood Boulevard (an 85 foot
right-of-way) with the north line of Tiburon Drive (a 60 foot
right-of-way);

THENCE, N 00š 07' 52" W, 1,293.72 feet along the
said east line of Parkwood Boulevard to a one-inch iron rod set for
corner, said point being the most westerly southwest corner of Glen
Heather, an addition to the City of Plano as recorded in Plat Cabinet
"G", Page 415 of the Plat Records of Collin County, Texas;

THENCE, along the said south line of Glen Heather
the following courses and distances:

1. S 59š 37' 33" E, 215.89 feet to a one-inch iron
rod set for corner;

2. East 148.00 feet to a one-inch iron rod set for
corner;

3. S 53š 12' 57" E, 133.60 feet to a one-inch iron
rod set for corner;

4. N 71š 51' 58" E, 60.91 feet to a one-inch iron
rod set for corner on the southerly line of Jubilee Drive (a 60 foot
right-of-way), said point also being in a curve to the left running
in a southeasterly direction and having a central angle of 74š 21'
13" a radius of 355.00 feet and a chord bearing of S 55š 18' 36"
E;

THENCE, along said curve, and the said southerly
line of Jubilee Drive, 460.69 feet to the end of said curve, to a
one-inch iron rod set for corner;

THENCE, N 87š 30' 47" E, 121.30 feet along the
said southerly line of Jubilee Drive to a one-inch iron rod set for
corner at the intersection of the said southerly line of Jubilee
Drive with the west line of Balcones Drive (a 60 foot right-of-way),
said point also being in a curve to the left running in a southerly
direction and having a central angle of 12š 54' 30" a radius of
1,030.00 feet and chord bearing of S 09š 33' 09" E;

THENCE, along said curve, and the said west line
of Balcones Drive, 232.05 feet to the end of said curve, to a
one-inch iron rod set for corner, said point being the beginning of a
curve to the right having a central angle of 14š 29' 35" a radius of
1,970.00 feet, and a chord bearing of S 08š 45' 37" E;

THENCE, along said curve, and the said west line
of Balcones Drive, 498.32 feet to the end of said curve, to a
one-inch iron rod set for corner at the intersection of the said west
line of Balcones Drive with the said north line of Tiburon Drive (a
60 foot right-of-way);

THENCE, along the north line of Tiburon Drive the
following courses and distances:

1. WEST, 323.91 feet to a one-inch iron rod set
for corner and being the beginning of a curve to the left having a
central angle of 22š 47' 27" a radius of 830.00 feet and a chord
bearing of S 78š 36' 16" W;

2. Southwesterly, along said curve 330.15 feet to
the end of said curve to a one-inch iron rod set for
corner;

3. S 67š 12' 33" W, 83.30 feet to a one-inch iron
rod set for corner and being the beginning of a curve to the right
having a central angle of 22š 39' 35" a radius of 870.00 feet and a
chord bearing of S 78š 32' 21" W;

4. Southwesterly, along said curve 344.07 feet to
the end of said curve, to a one-inch iron rod set for
corner;

5. S 89š 52' 08" W, 27.02 feet to the Point of
Beginning and containing 22.530 acres (981,421 square feet) of
land.

WHEREAS, TIBURON DEVELOPMENT, INC. is the owner of
a tract of land situated in the J.F. Chenowith Survey, Abstract No.
222 and the W.M. Witt Survey, Abstract No. 1006 in the City of Plano,
Collin County, Texas and also being part of 212.582 acre tract of
land as conveyed to Parkway Venture by deed recorded in Volume 1336,
Page 156, Deed Records, Collin County, Texas and being called Tract I
in the Deed to Tiburon Development, Inc. as recorded in Volume 3496,
Page 038, Deed Records of Collin County, Texas and being more
particularly described as follows:

BEGINNING at a one-inch iron rod set for corner at
the intersection of the east line of Balcones Drive (a 60 foot
right-of-way) with the north line of Plano Parkway (a 120 foot
right-of-way);

THENCE, N 00š 05' 22" E, 962.35 feet along the
said east line of Balcones Drive to a one-inch iron rod set for
corner, said point also being the beginning of a curve to the left
running in a northerly direction having a central angle of 02š 33'
07" a radius of 2,030.00 feet and a chord bearing of N 01š 11' 11"
W;

THENCE, along said curve and the said easterly
line of Balcones Drive, 90.41 feet to the end of said curve to a
one-inch iron rod set for corner;

THENCE, EAST 402.01 feet to a one-inch iron rod
set for corner;

THENCE, S 00š 05' 22" W, 1053.36 feet to a
one-inch iron rod set for corner on the said north line of Plano
Parkway;

THENCE, N 89š 54' 38" W, 400.00 feet along the
said northerly line of Plano Parkway to the POINT OF BEGINNING and
containing 9.671 acres (421,280 square feet) of land.

(4.828 acres in W.M. Witt Survey, 4.843 acres in
J.F. Chenowith Survey)