ROUNDTREE VILLAGE, BLOCKS 1 AND 2

* As Amended, September 7, 1990

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:

All that part of the Northwest Quarter (NW/4) of Section 27, Township 20 North, Range 12 East of the Indian Base and Meridian in Osage County, State of Oklahoma, particularly described as follows, to-wit:

Commencing at the Northwest corner of said Northwest Quarter (NW/4); thence South 890 37'46" East along the North boundary of said Northwest Quarter (NW/4) a distance of 330.00 feet; thence South 00 09'35" West a distance of 60.00 feet to a point in the Southerly right-of-way line of West Apache Street; said point being the point of Beginning; thence South 89037'46" East along the Southerly right-of-way line of West Apache Street parallel to and 60.00 feet from the North boundary of said Northwest Quarter (NW/4) a distance of 987.72 feet to a point in the West right-of-way line of North Yukon Avenue; thence Southerly along the West right-of-way line of North Yukon Avenue as follows:

South 0026'35" West a distance of 245.66 feet; thence Southerly on a curve to the right having a radius of 295.00 feet, a central angle of 63016'04" for a distance of 325.75 feet; thence South 63042'39" West a distance of 250.42 feet; thence Southwesterly on a curve to the left having a radius of 280.00 feet, a central angle of 55027'30" for a distance of 271.02 feet, thence South 8015'09" West a distance of 166.96 feet; thence Southwesterly on a curve to the right having a radius of 900.00 feet, a central angle of 17016'45" for a distance of 271.42 feet; thence North 32006'33" West a distance of 186.99 feet; thence North 0009'35" East a distance of 220.00 feet; thence North 0009'35" East parallel to and 330.00 feet from the West boundary of said Northwest Quarter (NW/4) a distance of 880.00 feet to the point of Beginning,

Containing 17.160 Acres.

and has cause the same to be surveyed, staked, platted and subdivided into lots, blocks and street, and designated the same as Gilcrease Hills, Roundtree Village, Blocks 1 and 2 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 plant as "limits" of access or a 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 systems to the Subdivision 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 reservation and create the following easements to which it shall be incumbent upon its 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 1700 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 parcel of the property, identified on said plat as Reserve A shall be used solely for the purposes of providing pedestrian accessibility 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. Electrical and Telephonic Utilities, etc. Electrical and telephonic utilities and all community antenna television cables, including all supply line (all of which electrical, telephonic and television installations are hereinafter collectively called "cable facilities") shall be underground and shall be located 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 cable facilities 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 service facility to a particular dwelling, the supplier of electric, telephone, and communications 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 service cable, extending from the service pedestal or transformer to the service entrance on said dwelling. Such supplier shall at all times have right of access to all easements granted herein for the purpose of installing, maintaining removing or replacing any portion of its facilities. Each Owner shall be responsible for the protection of the underground cable facilities located on his Lot and shall prevent the alteration of grade or any construction activity which may interfere with said cable facilities. Repairs or costs of relocation required by violation of this covenants shall be paid for by the Owner of such Lot. This covenant shall be enforceable by the suppliers of such cable facilities and the Owner of each Lot agrees to be bound hereby.

* 3. Construction Guidelines. All dwellings erected shall have an attached garage or carport, with storage facilities for at least two cars. 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 color scheme of the building. Asbestos siding and plain concrete block shall not be used as principal exterior material. Roofing materials on all lots shall be restricted to cedar shingles or composition shingles, provided, however, certain now existing and future types of synthetic or natural roofing materials may be used upon the written consent of the Architectural Review Committee of the Gilcrease Hill Homeowner's Association. Composition shingles shall be restricted to a dark grey weathered wood color and shall not be less than a minimum weight of 240 pounds per square. No driveways shall be constructed upon any lot which will permit vehicular ingress and egress to and from North Yukon Avenue. The foregoing restriction shall not apply to Lots 32, 33, and 34 of Block 1.

4. Fencing. No fence shall be placed closer to the front or side street line than the building set-back lines shown on said plat. Fencing shall not be more than six feet in height and shall be constructed wholly of wooden materials, except that low decorative fencing that does not exceed three feet in height, may be placed between the building line and property.

5. 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 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.

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.

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 of 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 boats, recreational vehicles, campers, or trailers shall be parked upon or in front of any Lot in a location visible from or within public view. The foregoing restriction shall not be deemed to prevent the washing or polishing of such boats, recreational vehicles, campers, and trailers. Except as expressly hereinafter provided no boats, automobiles, trailers or motor-driven vehicles of any kind shall be stored, repaired, rebuilt, dismantled, repainted upon any Lot in an area visible from neighboring property or in public view. Such storage or activities may be performed within garages located on the Lot which screen the sight and sound of the activity from neighboring property or form the street. The foregoing restriction shall not be deemed to prevent the ordinary parking or automobiles in garages, carports or driveways. No commercial vehicles shall be parked at any time on or in front of any lot in an area visible from neighboring property or from public view, except as such parking is necessary to make commercial pickups and deliveries.

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 Grantor. All signs shall be subject to regulation by the Grantor. 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 provided, however, that grantor's rights to conduct such advertising shall expire fifteen (15) years from the date hereof.

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 in 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 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, no trailer, tent, shack, barn or other outbuilding type structure shall be erected or moved onto any Lot either temporarily or permanently. No temporary residence or structure of any kind shall be maintained on any lot, provided, however, Grantor may erect and maintain temporary buildings used for construction and administration purposes incidental to the initial construction of improvements and dwellings within the subdivision.

15. Memberships in Homeowners' Association. An owner of any lot within said subdivision shall become a member of the Gilcrease Hills Village II Homeowners Association (hereinafter called "Home Owners Association") by purchasing a lot within said subdivision or any extended areas developed by Grantor, 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 Home Owners Association, or of the Gilcrease Hills Area Association, or of the Area Association (hereinafter collectively called "Associations"), 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 the Grantor

18. Approvals, Variances, and Waivers. The Grantor or persons designated by the Grantor 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 seventy-five percent (75%) of the lots, and thereafter by an instrument signed by the owners of not less than seventy percent (70%) of the lots. Any such amendment must by duly recorded to be effective.

22. 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 9th day of November 1976.

GILCREASE HILLS DEVELOPMENT CORPORATION

By George D. Thurman

Vice President

ATTEST:

Glen Sams

Asst. Secretary

STATE OF OKLAHOMA)

) ss.

COUNTY OF OSAGE )

Before me, the undersigned, a Notary Public within and for the State of Oklahoma, on this 9th day of November, 1976, personally appeared GEORGE D. THURMAN, 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 use and purposes therein set forth.

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

Richard F. Sullivan

Notary Public

My commission expires:

April 15, 1978

(Seal)

CERTIFICATE OF SURVEY

I, the undersigned, K. N. Cox & Associates, Engineers, State of Oklahoma, do hereby certify that I have carefully and accurately surveyed the above described real estate and premises dedicated as Gilcrease Hills, Roundtree Village, Blocks 1 and 2, a subdivision in Osage County, State of Oklahoma, and that the above plat is a true representation of said survey.

Dated this 9th day of November, 1972.

Jack C. Cox

Jack C. Cox,

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 9th day of November, 1976, personally appeared JACK C. COX, 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.

Notary Public

My commission expires:

April 15, 1978

(Seal)

I DO HEREBY CERTIFY THAT THERE ARE NO UNPAID TAXES ON GILCREASE HILLS, ROUNDTREE VILLAGE, BLOCKS 1 AND 2. OSAGE COUNTY TREASURER.