RUSSELL VILLAGE

GILCREASE HILLS, VILLAGE II, BLOCKS 4 THRU 8

* As Amended, September 14, 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 NW/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 NORTHWEST CORNER OF SAID NW/4 OF SECTION 27: THENCE S89-37-46E ALONG THE NORTH LINE THEREOF A DISTANCE OF 1749.60 FEET TO THE POINT OF BEGINNING: THENCE CONTINUING S89-37-46E ALONG THE NORTH LINE OS SAID NW/4 OF SECTION 27 A DISTANCE OF 122.93 FEET: THENCE S19-38-55E A DISTANCE OF 152.14 FEET: THENCE S5-00-00E A DISTANCE OF 210.00 FEET: THENCE S45-30-00W A DISTANCE OF 130.00 FEET: THENCE S80-11-27W A DISTANCE OF 140.00 FEET; THENCE N27-17-40W A DISTANCE OF 131.44 FEET; THENCE S62-00-56W A DISTANCE OF 75.65 FEET; THENCE N84-56-35W A DISTANCE OF 114.00 FEET; THENCE S31-40-16E A DISTANCE OF 119.47 FEET THENCE S56-33-00W A DISTANCE OF 225.00 FEET TO A POINT OF CURVATURE: THENCE S33-27-00E A DISTANCE OF 0.00 FEET; THENCE TO THE RIGHT ALONG A CURVE OF RADIUS 495.00 FEET A DISTANCE OF 20.0 FEET; THENCE S31-08-06 A DISTANCE OF 0.00 FEET THENCE N56-33-00E A DISTANCE OF 120.00 FEET; THENCE S23-54-51E A DISTANCE OF 108.79 FEET; THENCE N71-26-43E A DISTANCE OF 213.59 FEET: THENCE S58-13-50E A DISTANCE OF 164.24 FEET; THENCE S9-00-12E A DISTANCE OF 270.62 FEET; THENCE S13-46-01E A DISTANCE OF 370.00 FEET THENCE S26-07-41E A DISTANCE OF 272.16 FEET; THENCE S1-13-31W A DISTANCE OF 151.05 FEET; THENCE S72-54-11W A DISTANCE OF 288.00 FEET; THENCE N17-05-49W A DISTANCE OF 401.01 FEET; THENCE N72-30-49W A DISTANCE OF 349.03 FEET; THENCE N13-46-01W A DISTANCE OF 485.00 FEET; THENCE N26-58-45W A DISTANCE OF 210.34 FEET; THENCE S63-42-39W A DISTANCE OF 77.42 FEET; THENCE S26-17-21E A DISTANCE OF 215.00 FEET; THENCE S4-42-32W A DISTANCE OF 486.75 FEET; THENCE N81-15-21E A DISTANCE OF 76.00 FEET; THENCE S26-16-26E A DISTANCE OF 219.80 FEET; THENCE S33-40-41W A DISTANCE OF 157.94 FEET; THENCE S85-26-27W A DISTANCE OF 355.11 FEET; THENCE S22-18-58W A DISTANCE OF 290.00 FEET; THENCE S86-08-44E A DISTANCE OF 182.38 FEET; THENCE N77-17-51E A DISTANCE OF 246.00 FEET; THENCE N72-01-23E A DISTANCE OF 160.60 FEET; THENCE S74-44-11E A DISTANCE OF 197.54 FEET; THENCE S3-54-46W A DISTANCE OF 170.70 FEET; THENCE S36-10-22W A DISTANCE ID 178.73 FEET; THENCE N71-43-24W A DISTANCE OF 104.91 FEET; THENCE S77-17-51W A DISTANCE OF 246.00 FEET; THENCE S50-08-05W A DISTANCE OF 383.53 FEET TO A POINT OF CURVATURE; THENCE S69-58-56E A DISTANCE OF 0.00 FEET; THENCE TO THE LEFT ON A CURVE OF RADIUS 305.00 FEET A DISTANCE OF 23.68 FEET; THENCE S74-25-50E A DISTANCE OF 0.00 FEET; THENCE N50-08-05E A DISTANCE OF 366.04 FEET; THENCE N77-17-51E A DISTANCE OF 235.63 FEET; THENCE S71-43-24E A DISTANCE OF 22.00 FEET; THENCE S15-10-50E A DISTANCE OF 236.89 FEET; THENCE S49-51-33W A DISTANCE OF 170.97 FEET; THENCE S83-07-55E A DISTANCE OF 62.87 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 1010.00 FEET A DISTANCE OF 106.97 FEET TO A POINT OF TANGENCY; THENCE S89-12-01E A DISTANCE OF 1134.01 FEET TO A POINT OF CURVATURE;THENCE TO THE LEFT ON A CURVE OF RADIUS 50.00 FEET A DISTANCE OF 32.17 FEET TO A POINT OF COMPOUND CURVATURE; THENCE N53-55-48E A DISTANCE OF 0.00 FEET; THENCE TO THE RIGHT ON A CURVE OF RADIUS 50.00 FEET A DISTANCE OF 31.75 FEET TO A POINT ON THE EAST LINE OF SAID NW/4 OF SECTION 27; THENCE S0-18-46W ALONG THE EAST LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 80.00 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE N89-12-01W ALONG THE SOUTH LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 1194./28 FEET TO A POINT OF CURVATURE; THENCE TO THE RIGHT ON A CURVE OF RADIUS 1070.00 FEET A DISTANCE OF 113.33 FEET TO A POINT OF TANGENCY; THENCE N83-07-55W A DISTANCE OF 483.53 FEET TO A POINT OF CURVATURE; THENCE TO THE RIGHT ON A CURVE OF RADIUS 1070.00 FEET A DISTANCE OF 113.33 FEET TO A POINT OF TANGENCY; THENCE N83-07-55W A DISTANCE OF 483.53 FEET TO A POINT OF CURVATURE; THENCE TO THE RIGHT ON A CURVE OF RADIUS 365.00 FEET A DISTANCE OF 162.37 FEET TO A POINT OF TANGENCY; THENCE N57-38-38W A DISTANCE OF 81.99 FEET TO A POINT OF CURVATURE; THENCE TO THE RIGHT ON A CURVE OF RADIUS 170.00 FEET A DISTANCE OF 103.24 FEET TO A POINT OF TANGENCY; THENCE N22-50-53W A DISTANCE OF 100.08 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 97.00 FEET A DISTANCE OF 113.42 FEET TO A POINT OF TANGENCY; THENCE N89-50-25W A DISTANCE OF 35.95 FEET; THENCE S0-099-35W A DISTANCE OF 378.01 FEET TO A POINT ON THE SOUTH LINE OF SAID NW/4 OF SECTION 27; THENCE N89-12-01W ALONG THE SOUTH LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 60.00 FEET TO A POINT BEING 330.02 FEET SOUTHEASTERLY FROM THE SOUTHWEST CORNER THEREOF; THENCE N0-09-35E AND PARALLEL WITH THE WEST LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 698.05 FEET; THENCE N89-12-01W A DISTANCE OF 280.02 FEET; THENCE N0-09-35E PARALLEL WITH THE WEST LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 100.01 FEET; THENCE S89-12-01E A DISTANCE OF 173.77 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 150.00 FEET A DISTANCE OF 137.54 FEET TO A POINT OF TANGENCY; THENCE N38-15-50E A DISTANCE OF 366.86 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 900.00 FEET A DISTANCE OF 471.42 FEET TO A POINT OF TANGENCY; THENCE N8-15-09E A DISTANCE OF 166.96 FEET TO A POINT OF CURVATURE; THENCE TO THE RIGHT ON A CURVE OF RADIUS 280.00 FEET A DISTANCE OF 71.02 FEET TO A POINT OF TANGENCY; THENCE 63-42-39E A DISTANCE OF 250.42 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 295.00 FEET A DISTANCE OF 325.75 FEET TO A POINT OF TANGENCY; THENCE N0-26-35E A DISTANCE OF 245.66 FEET; THENCE S89-37-46E AND PARALLEL TO THE NORTH LINE OF SAID NW/4 OF SECTION 27 A DISTANCE OF 0.15 FEET TO A POINT OF CURVATURE; THENCE TO THE LEFT ON A CURVE OF RADIUS 1581.72 FEET A DISTANCE OF 437.05 FEET TO A POINT ON THE NORTH LINE OF SAID NW/4 OF SECTION 27, BEING THE POINT OF BEGINNING.

CONTAINING 51.70 ACRES.

and has caused the same to be surveyed, staked, and platted and subdivided into lots, blocks, and streets, and designated the same as Gilcrease Hills, Village II, Blocks 4 thru 8, a subdivision in Osage County, Oklahoma.

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 systems, 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 systems, 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 area included in said plat and to any other use.

Restrictive Covenants

For the purpose of providing an orderly development of the entire tract and for the further purpose of providing adequate restrictive covenants for the mutual benefit of the grantor and its successors in title in the subdivision of said tract, hereinafter referred to as "lots", grantor does hereby impose the following restrictions and reservations and create the following easements to which it shall be incumbent upon its successors and assigns to adhere, to wit:

1. Land Use. All lots and parcel of the property 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 J, shall be used solely for the purposes of providing accessibility to the Block-1 Paseo to Gilcrease Hills, Village II ("Paseo") adjacent to the lots and streets shown on said plat and as utility easements 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, the ownership of which shall be ultimately vested in the Gilcrease Hills Area Association or a successor corporation thereto.

* 2. 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 elevations 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 major design element, in which case the color is to be consistent with the color scheme of the building. Asbestos siding and plain concrete block shall not be used as a 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 material may be used upon the written consent of the Architectural Review Committee of the Gilcrease Hills 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.

3. Fencing. No fence shall be constructed in front of the front line of any residence on any lot in this Addition. Side lot fences shall be no more than six (6) feet in height and may be constructed from any materials deemed appropriate by the Architectural Committee, provided, however that the rear fifteen (15) feet of all Side lot fencing and all fencing across the rear of any lot backing up to the Paseo shall be no more than five (5) feet in height, shall not be painted and shall be of the type fencing known as "grape stake vertical picket fencing" Nothing in this covenant shall be construed to prevent the construction of a "privacy" fence of no more than six (6) feet in height around a patio area no larger than ten (10) feet by twenty (20) feet, provided, however, that no part of such "privacy" fence shall be nearer the rear of the lot than fifteen (15) feet.

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 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 or the Gilcrease Hills Area Association Architectural Control Committee: 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 and elsewhere throughout said addition all supply lines shall be located underground, in the easements and rights-of-way dedicated for public utility purposes and streets, shown in said plat. Underground service 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 service cable 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 on 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.

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. A framework of landscaping elements has been conceived for the said addition based on a total design concept, which will blend with and enhance the existing elements. Individual expression is encouraged when based upon the following criteria:

(a) Whenever existing growth is pleasing and in good condition, it shall be saved and utilized.

(b) Landscape elements shall be of the "long-lived" variety. Short-lived materials can be utilized, but only as a supplement to longer-lived elements.

(c) Landscape elements shall relate to architectural design elements. Landscape materials are considered to be a strong unifying element and, therefore, shall reflect the physical, functional, and esthetic qualities of the site.

(d) Simple palettes of materials and simple composition are recommended to achieve park-like design quality.

(e) Extensive horizontal and vertical surfaces comprised of singular materials shall be modulated or interrupted by foliage masses.

(f) Trees, both lines and masses, shall be utilized to enclose and subdivide exterior spaces relative to each individual site.

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 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" signs not larger than is reasonable and customary in the area. All signs shall be subject to regulation by the Architectural Control Committee hereinafter established. 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. Approval of the Architectural Control Committee must be obtained before any signs, whether or not authorized herein, shall be erected on any lot or parcel.

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 or parcels.

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 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 Residences. Except in connection with the preceding paragraph 13, no temporary residence, structure or shelter of any kind shall be maintained any lot or parcel, nor shall any lot be used for temporary residence purposes; provided, however, grantor may erect and maintain temporary buildings used only for construction and administration purposes incidental to the original subdivision of any portion of the property subject hereto and the initial construction of improvements and drawings thereon may be erected and maintained thereon while such work or improvement and construction is carried on upon any portion of such property. All temporary buildings permitted hereunder shall be promptly removed upon the completion of the original sale of Lots or house upon the whole of the property subject hereto and such other real 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 an Architectural Control Committee composed of three (3) or more representatives appointed as provided in the Bylaws of the Gilcrease Hills Area Association. Copies of the Architectural Guidelines are available at the office of the 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.

22. FHA-VA Approval. As long as grantor owns any of the lots subject to the provision hereof, amendment of this declaration of covenants, conditions, and restrictions will require the prior approval of the Federal Housing Administration or the Veterans Administration.

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 5th day of January 1971.

GILCREASE HILLS DEVELOPMENT CORPORATION

By Burt McIntosh

Vice President

ATTEST:

Edward. Leonard

Secretary

STATE OF OKLAHOMA)

) ss.

COUNTY OF TULSA )

On this 5th day of January, 1971 , before me the undersigned, a Notary Public in and for the County and State aforesaid, personally appeared Burt H. McIntosh, to me known to be the identical person who subscribed the name of Gilcrease Hills Development Corporation to the foregoing Certificate of Dedication at 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 of office the day and year last above written.

Linda M. Williams

Notary Public

My Commission Expires:

May 4, 1974

(SEAL)