KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, owner of all of the following described property situate in the County of La Plata, State of Colorado to-wit:

Lots 1 through 12 in Florida Acres Subdivision in Section 7, Township 34 North, Range 8 West, N.M.P.M. being desirous of establishing protective and restrictive covenants r elating to said lots, the plat of said subdivision having been filed on February 22, 1984 under Reception No. 495626 in the records of La Plata County, Colorado, and being desirous that the covenants herein contained shall be restrictive against the land and the use thereof and shall extend to and be binding upon all future owners of the property in said subdivision. Each grantee accepting a deed to any of the above described premises agrees:

1. No tract shall be used except for private residential purposes. Such garage and outbuildings as are usual and customary may accompany residential use. There shall be no more than one residence erected or permitted to remain on any one tract.

2. Each tract shall remain one unit and shall not be subdivided or sold in parts.

3. No building shall be located on any tract nearer than forty (40) feet to any tract boundary, and all outbuildings shall be of quality construction and must be approved in advance by the Architectural Committee of the Florida Acres Homeowners Association.

4. No signs, billboards, or advertising structures of any kind shall be erected or maintained on any tract other than "for sale" signs.

5. Construction of any building or residence shall be completed within two years after the date such construction commenced PROVIDED that the exterior of the building or residence shall be completed to a finished state within one year after commencement of construction.

6. No residential structure shall be permitted unless the inhabitable inside floor area is at least 1,000 square feet for at one story dwelling and 1,000 square feet on at least one floor for a two story building, and all structures shall be finished in, earthtone colors and shall be approved by the Architectural Committee of the Florida Acres Homeowners Association. Trailers, modular homes, mobile homes, tents and similar equipment are not permitted for extended periods except during actual residence construction, nor shall any of these be used as a residence. garage shall be constructed of a size to house more than three cars .

7 . All trash and garbage shall be kept in covered containers . The tract shall not be permitted to become cluttered, littered or unsightly.

8 . No noxious or offensive activity shall I be carried on any tract, nor shall anything be done thereon which may become an annoyance or nuisance to the neighborhood; nor shall junk of any kind be allowed in the Subdivision but nothing herein contained' shall be construed to prohibit the keeping of livestock so long, I as the premises are kept clean and the livestock restrained by adequate fences or barriers PROVIDED, that livestock shall be limited as follows: horses no more than two-, household pets no more than three.

9. Any lot owner may fence his lot and any adjoining owner may erect a partition fence, but no owner shall compel another, owner to contribute to the cost of any fence. Said fence must be first approved by the Architectural Committee of Florida Homeowners Association.

10. In the event that the proper authorities of the County of La Plata shall determine that the surface and subsurface water in the area is becoming contaminated by the use of septic tanks or other sewage disposal systems In the area, the owners of the properties in the subdivision shall install, at their own expense, a commercial or private sewage disposal system. This is a covenant running with the land.

11.Invalidation of any one of these covenants by judgment or court orders shall in no wise affect any of the other provisions which shall remain in full force and effect.

12.These covenants are to run with the land and shall be binding on all parties and all persons claiming under them for a period of thirty (30) years from the date these covenants were recorded, after which time said covenants shall be automatically extended for successive period of ten ( 1 0 ) years unless an instrument signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants.

13. Enforcement of these covenants shall be by court action against any person or persons or other legal entities violating or attempting to violate any covenants, either to restrain violation or to recover damages, and such proceedings may be maintained by any owner of any lot or tract in said subdivision. The unsuccessful party in any paid action shall be liable for reasonable attorney's fees to the successful party.

AMENDED DECLARATION

OF

COVENANTS, CONDITIONS AND RESTRICTIONS

Reception#547999

THIS AMENDED DECLARATION, made on the date hereinafter set forth by DONALD G. HARTMANN, hereinafter referred to as "Declarant";

WITNESSETH:

WHEREAS, Declarant is the owner of certain property in the Countv of La Plata, State of Colorado, which is more particular described as:

Lots 1 through 12 in Florida Acres Subdivision in Section 7, Township 34 North , Range 8 West, N.M.P.M. being desirous of establishing protective and restrictive covenants relating to said lots, the plat of said subdivision having been filed on February 22, 1984 under Reception No 495626. in the records of La Plata County, Colorado and being desirous that the covenants herein contained shall be restrictive against the land and the use thereof and shall extend to and be binding upon all future owners of the propertv in said subdivision.

AND WHEREAS, Declarant has heretofore filed Protective Covenants and Restrictive Covenants for Florida Acres Subdivision (Reception No. 495628 of La Plata County Records) and is desirous of expanding in part and modifying in part the Prior Declaration and Amendment;

AND WHEREAS , seventy-five per cent (75%) of said lots have not been sold and conveyed.

NOW THEREFORE, Declarant herebv declares that all of the properties described above shall be held, sold and conveyed subject to the following easements . restrictions, covenants, and conditions , which are for the purpose of protecting the value and desirability of and which shall run with the real property and be binding on all parties having any right title or interest the described properties or any part thereof . their heirs, successors and assigns, and shall inure to the benefit of each other thereof.

ARTICLE I

Definitions

Section 1. "Association" shall mean and refer to Florida Acres Homeowners Association, its successors and assigns.

Section 2. "Owner" shall mean and refer to the record owner-, whether one or more persons or entities, of a fee simple title to any lot is a part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 3. "Properties" shall mean and refer to that certain real property herein before described, and such additions thereto as may heren after be brought within the jurisdiction of the Association.

Section 4. "Common Area" shall mean all real property (including the improvements thereto) owned by the Association for the common use and enjoyment of the owners. The Common Area to be owned by the Association at the time of the conveyance of the first lot is described as follows:

All roads, ditches and easements as shown on the plat of Florida Acres Subdivision according to the official plat thereof recorded under Reception No. 495626 in La Plata County, Colorado records.

Section 5. "Lot' shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties with the exception of the Common Area.

Section 6. "Declarant" shall mean and refer to DONALD G HARTMAN, his successors and assigns if such successors or assigns should acquire more than one undeveloped Lot from the Declarant for the purpose of development.

ARTICLE II

Membership and Voting Rights

Section 1. Every owner of a Lot which is subject to assessment shall be a member of the Association Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment.

Section 2. The Association shall have two classes of voting membership:

Class A. Class A member(s) shall be all owners, with the exception of the Declarant, and shall be entitled to one vote for each Lot owned. When more than one person holds an interest in one lot, all such persons shall be members. The vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot.

Class B. The Class B member(s) shall be the Declarant and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A on the happening of either of the following events, whichever occurs earlier:

( a ) When the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or

(b) December 31, 1985.

ARTICLE III

Covenant for Maintenance Assessments

Section I Creation of the Lien and Personal Obligation of Assessments.

The Declarant, for each Lot owned within the Properties, hereby Covenants , and each Owner of any Lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association: (1) annual assessments or charges , and (2 ) special assessments for capital improvements , such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs, and reasonable attorney's fees shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with interest, and reasonable attorney's fees, shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due. The personal obligation for delinquent assessments shall not pass to his successors in title unless expressly assumed by them.

Section 2. Purpose of Assessments.

 The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents in the Properties and for the improvement and maintenance of the Common Area.

Section 3. Maximum Annual Assessment.

Until Januarv 1st of the year immediately following the conveyance of the first Lot to an Owner, the maximum annual assessment shall be $180.00 per lot.

a) From and after January 1st of the year immediately following the conveyance of the first lot to an Owner, the maximum annual assessment may be increased each year not more than 5% above the maximum assessment for the previous year without a vote of the membership.

b) From and after January 1st of the year immediately following the conveyance of the first lot to an Owner, the maximum annual assessment may be increased above 5% by a vote of two thirds (2/3rds ) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose.

c) The Board o f Directors, may fix the annual assessment at an amount not in excess of the maximum.

Section 4. Special Assessments for Capital Improvements.

In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3rds) of the votes of each class of members who are voting in person or by proxv at a meeting duly called for this purpose.

Section 5. .Notice and Quorum for Any Action Authorized Under Section 3 and 4.

Written notice of any meeting, called for the purpose of taking any action authorized under Section 3 or 4 shall be sent to all members not less than 30 days nor more than 60 days, in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting.

Section 6. Uniform Rate of Assessment

Both annual and special assessments must be fixed at a uniform rate for all lots and may be collected on a monthlv basis

Section 7.Date of Commencement of Annual Assessments: Due Date

The annual assessments provided for herein shall commence as to all Lots on the first day of the month following the conveyance of the roads, easements and ditches. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due dates shall be established by the board of Directors. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance.

Section 8. Effect of Nonpayment of Assessments: Remedies of the Association.

Any assessment not paid within thirty (30) days. after the due date shall bear interest from the due date at the rate of ten percent (10%) per annum. The Association may bring an action at law Against the owner personally obligated to pay the same or foreclose the lien against the property. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his lot. If legal action is required, a reasonable attorney' s fee shall be added to other charges.

Section 9. Subordination of the Lien to Mortgages.

The lien of the assessments provided for herein shall be subordinate to the lien of any first mortgage. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot pursuant to mortgage foreclosure or any proceeding in lieu thereof, shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof.

ARTICLE IV

ARCHITECTURAL CONTROL

No building , fence , wall or other structure shall be commenced, erected or maintained upon the properties, nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature, kind, shape, height, materials , and location of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of the Association, or by an architectural committee composed of three (3) or more representatives appointed by the Board. In the event said Board, or its designated committee, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it , approval will not be required and this Article will be deemed to have been fully complied with.

ARTICLE V

GENERAL PROVISIONS

Section 1. Enforcement.

The Association, or any owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants. reservations. liens and charges now or hereafter imposed by the provisions of this Declaration by the Association or by any owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability.

Invalidation of any one of these covenants or restrictions by judgment or court order shall in no wise affect any other provisions which shall remain in full force and effect.

Section 3. Amendment.

 The covenants and restrictions of this Declaration shall run with and bind the land, for a term of twenty (20) years from the date this Declaration is recorded, after which they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended during the first twenty (20) year period by an instrument signed by not less then ninety per cent (90%) of the lot owners, and thereafter by an instrument signed by not less than seventy-five per cent (75%) of the lot owners. Any amendment must be recorded.

Section 4. Annexation.

Additional residential property and Common Area may be annexed to the properties with the consent of two-thirds (2/3rds) of each class of members.

Section 5. FHA/VA Approval.

As long as, there is a Class B membership , the followin actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: Annexation of additional properties , dedication of Common Area . and amendment of this Amended Declaration of Covenants, Conditions and Restrictions.

Section 6. Effect of this Amendment.

By this Amendment.  Declarant does not intend to modify or amend the original or amended Declaration other than as herein set out, but if any provision of this amendment is in conflict with any provision of the original Declaration or first amendment thereto, the provisions of these Amended Declaration of covenants. Conditions and Restrictions shall prevail and control.

By this amendment Declarant does not intend to create an assessment upon any lot for utilities or services not used by that lot nor shall the provision in the original covenants that any commercial developments shall be assessed at a rate commensurate with use of the utilities and a motel, if any, shall not be assessed on a per unit basis at any higher assessment than a one- family residence, be modified hereby, such provisions being controlling over this ammendment.

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has hereunto set his hand and seal this ______day of April, 1984.