EAST SADDLEBACK VILLAGE

GILCREASE HILLS, VILLAGE II, BLOCKS 13 THRU 16

KNOW ALL MEN BY THESE PRESENTS:

That GILCREASE HILLS DEVELOPMENT CORPORATION, an Oklahoma Corporation (hereinafter sometimes called "Grantor"), is the owner of the following described real estate:

A part of the S/2 of the SE/4 of Section 22 and the NE/4 of Section 27, T2ON, R12E, of the I.B.M., Osage County, Oklahoma, being more particularly described as follows, to wit:

Commencing at the SW Corner of the SE/4 of said Section 22, thence South 88-23-46 East along the South Line of said SE/4 a distance of 86.13 feet; thence North 1-36-14 East a distance of 665.49 feet to the point of beginning; thence North 48-58-33 East a distance of 437.52 feet to a point of curvature; thence along a curve to the right with a radius of 2028.97 feet and a central angle of 24- 55-29 a distance of 882.64 feet; thence South 26-08-43 East a distance of 627.74 feet; thence South 1-24-48 West a distance of 169.29 feet; thence North 88-35-12 West a distance of 266.97 feet; thence North 26-08-43 West a distance of 85.00 feet; thence South 63-51-17 West a distance of 89.08 feet; thence South 0-54-33 West a distance of 109.61 feet thence South 33-30-00 East a distance of 671.55 feet; thence South 9-00-27 West a distance of 228.16 feet; thence due West a distance of 208.98 feet; thence North 35-29-37 west a distance of 149.06 feet; thence North 22-12-25 west a distance of 142.10 feet; thence South 89-21-17 west a distance of 302.96 feet thence South 6-59-32 East a distance of 53.78 feet; thence South 44-28-17 East a distance of 218.15 feet thence South 30-00-00 East a distance of 159.58 feet thence south 65-00-00 East a distance of 232.09 feet; thence South 30-30-03 East a distance of 380.00 feet; thence South 14-00-00 West a distance of 142.44 feet; thence South 78-00-00 Wet a distance of 254.26 feet; thence South 1-46-19 West a distance of 441.22 feet; thence North 88-13-41 West a distance of 300.00 feet thence North 1-46-19 East a distance of 409.07 feet; thence North 22-00-00 West a distance of 233.94 feet; thence North 0-38-43 West a distance of 51.15 feet; thence South 89-21-17 West a distance of 30.00 feet ; thence South 0-38-43 East a distance of 380.00 feet; thence South 89-21-17 West a distance of 160.12 feet; thence North 74-44-53 West a distance of 219.34 feet thence North 15-15-07 East a distance of 262.64 feet to a point of curvature; thence along a curve to the left with a radius of 1460.00 feet and a central angle of 15- 53-50 a distance of 405.09 feet; thence North 0-38-43 West a distance of 397.14 feet to a point of curvature; thence along a curve to the left with a radius of 580.00 feet and a central angle of 40-22-44 a distance of 327.26 feet to the point of beginning.

Containing 47.37 Acres, more of less.

Less and except the following described tract located in the SE/4 of Section 22, T2ON, R12E, of the I.B.M., Osage County, Oklahoma, being more particularly described as follows, to wit:

Commencing at the SW Corner of said SE/4 of said Section 22, thence South 88-23-46 East a distance of 86.13 feet; thence North 1-36-14 East a distance of 665.49 feet; thence north 48-58-33 East a distance of 261.09 feet to the point of beginning; thence South 0-13-50 West a distance of 210.00 feet; thence South 88-23-45 East a distance of 207.45 feet; thence North 0-13-50 East a distance of 210.00 feet; thence North 88-23-45 West a distance of 207.45 feet to the point of beginning.

Containing 1.00 Acres, more or less.

The net area of the above described real estate designated as Gilcrease Hills, Village II, Blocks 13 through 16 is 46.37 Acres, more or less.

and has caused the same to be surveyed, staked, platted and subdivided into lots, blocks, and streets and designated the same as Gilcrease Hills, Village II, Blocks 13 through 16, a subdivision in Osage County, Oklahoma (hereinafter called "the Subdivision").

Easement Grants

The grantor hereby dedicates for public use all the streets as shown on said plat. No vehicular ingress and egress shall be permitted over, through, and across any property or area designated on the above described plat as "limits of no access" provided, however, that points of access or a portion thereof may be released, changed or altered by an amendment hereof with the approval of the governmental authority having jurisdiction thereof.

Grantor further dedicates to the public use forever easements and rights-of-way as shown and designated on said plat for the several purposes of constructing, maintaining, operating, repairing, removing, and replacing any and all public utilities, including storm and sanitary sewers, telephone lines, electric power lines and transformers, community antenna television lines and amplifiers, gas lines and water lines, together with all fittings and equipment therefore, including any wires, conduits, pipes, valves, meters, and other appurtenances thereto, with the right of ingress and egress upon said easement and rights-of-way for the uses and purposes aforesaid, together with similar rights in each and all of the streets and alleys shown on said plat; PROVIDING, HOWEVER, that the grantor here reserves the right to construct any and all such utilities and system, and to maintain, operate, repair, remove or replace any and all such utilities and systems so constructed by grantor, and to authorize the construction; operation and maintenance of any and all such utilities and system, together with the right of ingress and egress therefore over, across, and along all of the public streets and alleys shown in said plat and over, across and along all strips of land included within the easements shown thereon, both for the purpose of furnishing said utilities and system to the area included in said plat and to any other area.

Restrictive Covenants

For the purpose of providing an orderly development of the Subdivision and for the further purpose of providing adequate restrictive covenants for the mutual benefit of the Grantor and its successors in title (hereinafter called "Owner" or "Owners") to those parts of the Subdivision numbered on said plat (hereinafter called "lots"), Grantor does hereby impose the following restrictions and reservations and create the following easements to which it shall be incumbent upon Owners to adhere, to wit:

1. Land Use. All lots shall be developed and maintained for residential purposes and such development shall be limited to single family dwellings the ground floor of the main structure of which, exclusive of open porches and garages, is not less than 1600 square feet in area for a one-story dwelling, nor less than 1400 square feet in area for a one and one-half story dwelling, nor less than 1400 square feet for a two-story dwelling. No dwelling shall be constructed on any parcel or property containing less than 7,000 square feet.

Certain parcels of the property, identified on said plat as Reserve A through Reserve E, shall be used solely for the purposes of providing pedestrian accessibility to the recreational areas and as utility easement for any and all utilities serving the Gilcrease Hills area. Such Reserves shall not be a part of the lots adjacent thereto, but shall be separate parcels.

2. Construction Guidelines. All dwellings erected shall have an attached garage, or carport, with storage facilities for at least two cars. All roof material must be approved by the Grantor or persons designated by the Grantor. Asbestos shingles or siding and plain concrete block shall not be used as a principal exterior material. Colors, materials, and finishes shall be coordinated on all exterior elevation of the buildings to achieve total continuity of design. Gutters and down spouts are to be painted to match the surface to which attached, unless used as a major design element, in which case the color is to be consistent with the color scheme of the building.

3. Fencing. No fence of any type shall be placed closer to the front of any lot than the building set back line, and no fence shall be more than six feet in height. All fencing shall be constructed wholly of wooden materials.

4. Clotheslines and Storage. No clotheslines shall be placed on any lot in a location visible from neighboring property or within the public view. No lumber, metals, or bulk materials shall be kept, stored, or allowed to accumulate on any lot or the common area, except building or other materials to be used in connection with the work of construction, alteration or improvement approved in accordance with the term hereof.

5. Electrical and Telephonic Utilities, etc. Electrical and telephonic utilities and all community antenna television cables, including all supply lines (all of which electrical, telephonic and television installation are hereinafter collectively called "cable facilities"), shall be located underground in the easements hereinbefore dedicated for such purposes. All electrical transformers and service pedestals shall be located in the said easements at locations approved by the grantor; they shall be of the on ground, weatherproof, completely enclosed type. All existing utility lines, poles, transformers, and appurtenances shall be excepted from the provisions of the paragraph. Street light poles or standards shall be served by underground cable. Underground cables to a particular dwelling may be run from the nearest service pedestal or transformer to the point of usage determined by the location and construction of the dwelling, provided that upon the installation of such a cable facility to a particular dwelling, the supplier of such service shall thereafter be deemed to have a definitive, permanent, effective and exclusive right-of-way easement said lot, covering a five-foot strip extending 2.5 feet on each side of such cable, extending from the service pedestal or transformer to the service entrance on said dwelling. Such supplier shall at all times have rights of access to all easement granted herein for the purpose of installing, maintaining, removing or replacing any portion of its facilities. Each owner shall be responsible for the protection for the underground cable facilities located on his Lot and shall prevent the alteration of ground or any construction activity which may interfere with said cable facilities. Repairs or cost of relocation, required by violation of this covenant, shall be paid for by the owner of the lot. This covenant shall be enforceable by the supplier of such cable facilities and the owner of each lot agrees to be bound hereby.

6. Antennas and Rooftop Appliances. No towers, antennas, aerials, or other facilities for the reception or transmission of radio or television broadcasts or other means of communication shall be erected or maintained or permitted to be erected or maintained on any lot, except by installations inside of structures constructed on said lot, or by underground conduits, provided, however, this provision shall not be construed to prohibit the construction of a master antenna tower to be used in connection with any community antenna television system operating within the platted area. In addition to the architectural control to be exercised pursuant to the terms hereof, appliances or installations of any mechanical equipment upon the roofs of structures shall not be permitted unless they are installed in such a manner that they are not visible from the neighboring property or adjacent street.

7. Landscaping guidelines. Each owner shall maintain the slopes on his Lot or parcel at the slope and pitch fixed by the finished grading thereof, including watering and planting of the slopes.

8. Care and Maintenance of Lot. The owner of each lot shall keep the same free from rubbish, litter, and noxious weeds. All trash, garbage, or rubbish and litter shall be kept in containers adequate for the purpose and shall be stored on the lot in such a manner as to be out public view until such day as is designated for collection of such material. All structures, landscaping, and improvements from time to time placed upon the lot in accordance with the terms hereof shall be maintained in good condition and repair at all times. Each Lot shall be subject to an easement for access to make reasonable repairs on adjoining lots and structures thereon; provided, however, that:

(a) Any damage caused by such entry upon a Lot or upon any adjoining property shall be repaired at the expense of the owner whose property was the object of the repair work which caused the same;

(b) Any such entry shall be made only at reasonable times and with as little inconvenience as possible to the owner of the entered lot; and

(c) In no event shall said easement be deemed to permit entry into the interior portions of any residence.

9. Automobiles, Boats, and Trailers. Except as expressly hereinafter provided, no Lot shall be used as parking, display, or accommodation area for any type of motor vehicle, boat, trailer, camper, or motor-driven cycle, the purpose of which parking, display, or accommodation is storage or the performance of any activity thereon such as, but not limited to, maintenance, repair, rebuilding, dismantling, repainting, servicing of any kind, except as hereinafter provided. Such storage or activities may be performed within structures located on the Lot which screen the sight and sound of the activities from the street and from adjoining property in such a manner so as to have the storage or activity out of the public view. The foregoing restriction shall not be deemed to prevent the washing or polishing of such motor vehicles, boats, trailers, campers, or motor-driven cycles, together with those activities normally incident or necessary to such washing or polishing, nor shall it be deemed to prevent the parking and storage of motor vehicles, boats, trailers or motor-driven cycles in any carport located on any Lot with the subdivision. No boat, trailer, camper, truck, or commercial vehicles shall be parked at any time on or in front of any Lot in an area visible from adjoining property or in the public view, except as such parking is necessary to make commercial deliveries. All such motor vehicles, boats, trailers, campers, or motor-driven cycles which are stored in a completely enclosed garage or other structure may be stored by an adequate type of six (6) foot fencing as provided in paragraph 3 hereof or by landscaping; provided, however, in no event shall such storage or parking be beyond the front building line of the said lot or parcel. This restriction shall not be construed to permit any type of commercial activity prohibited by paragraph 13 hereof.

10. Signs. No sign or other advertising device of any nature whatsoever shall be placed or maintained upon any Lot, except neatly painted "For Sale", "For Rent", or "Open for Inspection" and such other signs as may be authorized by the Architectural Committee. All signs shall be subject to regulation by the Architectural Control Committee. Its written approval must be obtained before any signs, whether or not authorized herein, may be erected on any Lot. Notwithstanding the foregoing, however, grantor or its designees may erect and maintain upon any lot, or lots such signs and other advertising devices as it may deem necessary in connection with the conduct of its business of development, subdivision, and sale of lots or other real property owned by grantor or its designees and contiguous to the property subject hereto; provided, however, that grantor's rights to conduct such advertising shall expire fifteen (15) years from the date thereof.

11. Nuisances. No noxious, noisesome, or offensive activities shall be carried on upon any lot, nor shall anything be done or kept thereon which may be or become an annoyance or nuisance to the owners or occupants of any one or more neighboring lots.

12. Animals. No animals, livestock, poultry, bees, or other insects, except domestic dogs, cats, and household pets in reasonable number (not more than five) shall be kept on any lot. Household pets shall not be kept, bred, or raised for commercial purposes. No animal shall be permitted to run loose unless accompanied by or under the control of the owner.

13. Commercial Activities Prohibited. Lots shall not be used for or in connection with the conduct of any trade, business, profession, or commercial activity of any kind or nature whatsoever. No building upon any lot or upon the common area shall be used in the conduct of any real estate business, as an office or otherwise, except that grantor or its designees may maintain model homes and real estate offices for the purpose of selling any lot or lots (improved or unimproved) subject hereto and other real property owned by grantor or persons designated by grantor and contiguous to the property subject hereto, provided, however, that the rights of grantor to conduct such commercial activities shall expire fifteen (15) years from the date hereof.

14. Temporary Buildings. Except in connection with the preceding paragraph 13, no temporary residence, structure or shelter of any kind shall be maintained on any lot, nor shall any lot be used for residence purposes; provided, however, grantor may erect and maintain temporary buildings used only for construction and administration purposes incidental to the initial construction of improvements and dwellings within the Subdivision. All temporary buildings permitted hereunder shall be promptly removed upon the completion of the original sale of Lots or house in the Subdivision property owned by grantor or persons designated by grantor.

15. Memberships in Homeowners' Association. An owner of any lot within said subdivision shall become a member of the Gilcrease Hills Village I Homeowners Association by purchasing a lot within said subdivision or any extended areas developed by Gilcrease Hills Development Corporation, and memberships therein shall be thereafter appurtenant to the ownership of said lot. One cannot be transferred without the other. Each and every lot owner shall have an easement to use the facilities of the Association, or of the Gilcrease Hills Area Association, subject, however, to the rules and regulations thereof. Membership in the Association shall be subject to assessments for the actual cost of maintenance, repair and upkeep of the common areas of the subdivision which shall include, without limitation, the clubhouse, playground, community street lighting, and the common areas and facilities as designated on the overall developmental plan of Gilcrease Hills. Annual assessments for maintenance, repair and upkeep shall be a lien upon any lot of any owner in said subdivision, and shall be subject to enforcement as provided in the Bylaws of the Association. The Articles of Incorporation, Bylaws and rules and regulations may be examined at the Club House office of the Gilcrease Hills Homeowners Association, 1919 W. Seminole, Tulsa, Oklahoma 74127.

16. Compliance with Laws. Each owner shall comply with all laws, statutes, ordinances, rules, and regulations of federal, state or municipal governments or authorities applicable to use, zoning, and occupancy of and construction and maintenance of improvements on the lots and any additions thereto.

17. Architectural Control. No building, residence, fence, wall, or other structure or landscaping shall be commenced, erected, or maintained upon any of the property subject hereto, nor shall any exterior addition to or change of alteration therein, or change in the exterior appearance thereof, or change in landscaping be made until specifications showing the nature, kind, shape, height, materials, color, and location of the same shall have been submitted to and approved in writing as to harmony of exterior design and location in respect to surrounding structures and topography by the Grantor or persons designated by Grantor.

18. Approvals, Variances, and Waivers. The Architectural Control Committee shall have the exclusive right to grant approvals required by the restrictions and to waive or vary the restrictions in particular aspects whenever, in its opinion, such waiver or variance is in the best interest of the Owners in the Subdivision.

19. Enforcement. Except as expressly otherwise provided therein, the Home Owners Association, the Gilcrease Hills Area Association, or any owner shall have the right to enforce, by any proceedings at law or in equity, all restrictions, conditions, covenants, reservations, and charges now or hereafter proposed by the provisions hereof. Failure by the Associations or by any owner to enforce any covenants or restrictions herein contained shall in no event be deemed a waiver of the right to do so thereafter.

20. Severability. Invalidation of any one of the covenants or restrictions by judgement or court order shall in no way affect any other provisions which shall remain in full force and effect.

21. Amendment. Covenants and restrictions of this declaration shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Associations, or the owner of any lot or parcel subject to the provisions hereof, their legal representatives, heirs, successors, and assigns, for a term of forty (40) years from the date this declaration is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. The covenants and restrictions of this declaration may be amended during the first forty (40) year period by an instrument signed by the owners of not less than eighty percent (80%) of the lots, and thereafter by an instrument signed by the owners of not less than seventy-five percent (75%) of the lots. Any such amendment must by duly recorded to be effective.

23. Inapplicability to Property of Public Entity. The provisions hereof shall be inapplicable to any property now owned or hereafter acquired by the State of Oklahoma or any political subdivision thereof.

IN WITNESS WHEREOF, The undersigned, being the grantor herein, has hereunto set its hand and seal this 6th day of May 1974.

GILCREASE HILLS DEVELOPMENT CORPORATION

By George D. Thurman

Vice President

ATTEST:

Linda Williams

Asst. Secretary

STATE OF OKLAHOMA)

) ss.

COUNTY OF TULSA )

On this 6th day of May, 1974, before me, the undersigned, a Notary Public within and for the County and State aforesaid, personally appeared GEORGE D. THURMAN, to me known to be the identical person who subscribed the name of GILCREASE HILLS DEVELOPMENT CORPORATION to the foregoing Certificate of Dedication as its Vice President, and acknowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of such corporation, for the uses and purposes therein set forth.

Given under my hand and seal the day and year last above written.

Frances J. Thomas Notary Public

My commission expires:

May 17, 1977

(Seal)

CERTIFICATE OF SURVEY

I, the undersigned, ABBIE T. TODD, Registered Land Surveyor in the State of Oklahoma, do hereby certify that I have carefully and accurately surveyed the above described real estate and premises dedicated as Gilcrease Hills, Village II, Blocks 13 thru 16, a subdivision in Osage County, State of Oklahoma, and that the above plat is a true representation of said survey.

Dated this 6th day of May, 1974.

Abbie T. Todd

Registered Land Surveyor

STATE OF OKLAHOMA)

) SS.

COUNTY OF TULSA )

Before me, the undersigned, a Notary Public within and for the State of Oklahoma, on this 6th day of May, 1974, personally appeared ABBIE T. TODD, to me known to be the identical person who executed the within and foregoing instrument, and acknowledged to me that he executed the same as his free and voluntary act and deed for the uses and purposes therein set forth.

Given under my hand and seal the day and year last above written.

Frances J. Thomas

Notary Public

My commission expires:

May 17, 1977

(Seal)

I do hereby certify there are no unpaid taxes on Gilcrease Hills Village II. Blocks 13 thru 16. Nezzie Horn - Osage County Treasurer