SOUTH SADDLEBACK VILLAGE

CERTIFICATE OF DEDICATION

GILCREASE HILLS, VILLAGE II, PART OF BLOCK 18,

BLOCK 19 AND PART OF BLOCK 20

KNOW ALL MEN BY THESE PRESENTS:

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

A part of the N/2 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 NE1/4 Section 27, T2ON, R12E, thence South 88-37-23 East along the South line of said NE1/4, a distance of 902.93 feet; thence North 1-22-37 East a distance of 199.56 feet tot he point of beginning, thence North 69-06-26 East a distance of 143.64 feet; thence North 59-37-24 west a distance of 332.94 feet; thence North 3-08-06 West a distance of 384.40 feet to a point on a curve; thence North 79-10-10 West a distance of 0.00 feet to a point of curvature thence along a curve to the right with a radius of 600.00 feet and a central angle of 14-04-39 a distance of 147.42 feet; thence North 24-54-29 East a distance of 60.00 feet; thence South 65-05031 East a distance of 0.00 feet to a point of curvature; thence along a curve to the left with a radius of 540.00 feet and a central angel of 12-29-19 a distance of 117.70 feet; thence North 3-08-06 West a distance of 170.46 feet; thence North 60-47-34 East a distance of 138,42 feet; thence due East a distance of 148.04 feet; thence South 28-42-17 East a distance of 71.92 feet; thence North 61-17-43 East a distance of 215.43 feet; thence South 80-00-00 East a distance of 124.83 feet; thence North 0-39-25 East a distance of 117.89 feet; thence North 46-43-01 East a distance of 151.68 feet thence South 84-32-30 Eat a distance of 205.91 feet; thence South 14-10-32 East a distance of 57.17 feet; thence South 27-06-02 East a distance of 550.87 feet; thence South 18-06-07 East a distance of 300.57 feet; thence South 77-58-53 West a distance of 189.64 feet; thence South 53-37-46 West a distance of 439.15 feet; thence North 36-22-14 West a distance of 135.00 feet; thence South 53-37-46 West a distance of 103.10 feet; thence South 59-35-33 West a distance of 163.73 feet; thence South 83-07-18 West a distance of 199.69 feet; thence North 12-44-32 West a distance of 288.90 feet to the point of beginning.

Containing 28.24 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, Part of Block 18, Block 19, and Part of Block 20, 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 therefor, including any wires, conduits, pipes, valves, meters, and other appurtenances there

to, 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 therefor 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 use.

Restrictive Covenants

as amended

* August 3, 1977 and October 27, 1989

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 f 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 shall be developed and maintained for residential purposes and such development shall be limited to detached 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 1,400 square feet in area for a one and one-half story dwelling, nor less than 1,400 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 C, 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 located underground in the easements hereinbefore dedicated for such purposes. All electric transformers and service pedestals shall be located in the said easements as 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 this paragraph. Street light poles or standards shall be served by underground cable. Underground cable facilities to a particular dwelling may be run form 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 cable facilities to a particular dwelling the supplier of such service shall thereafter by 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 cable facility, 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 it s 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 thereby.

* 3. Construction Guidelines. All dwellings 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 a major design element, in which case the color is to be consistent with the color scheme of the building. Asbestos shingles and plain concrete block shall not be used as a principal exterior material. No vehicular driveways shall be constructed upon any lot which will permit vehicular ingress and egress to and from West Tecumseh Place or North Olympia Avenue. 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 The Gilcrease Hills Homeowners' Association. Composition shingles shall be restricted to the dark grey weathered wood color and minimum weight shall not be less than 240 pounds per square. Notwithstanding the foregoing provisions, the composition shingled roof now existing as of the date of this amendment located on Lot 13, Block 18, shall be deemed permitted, provided, however, any subsequent re-roofing of the dwelling on Lot 13, Block 18, shall meet the roofing requirement above set forth.

4. Fencing. No fencing of any type 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 line.

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 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.

6. Antennae and Rooftop Aerials. 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 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, 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 activities from neighboring property or from the street. The foregoing restriction shall not be deemed to prevent the ordinary parking of 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 in 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 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 (5) 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 Activity 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 and Outbuilding structures. 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 improvement and dwellings within the subdivision.

15. Membership in Homeowner Association. Any Owner of any Lot within said subdivision shall become a member of the Gilcrease Hills Village II Home Owners 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 Area Association (hereinafter collectively called "Associations"), subject , however, to the rules and regulations thereof. Membership in the Home Owners Association shall be subject to assessments for the actual cost of maintenance, repair and upkeep for 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 for 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 Home Owners Association. The Articles of Incorporation, Bylaws and rules and regulations of the Association 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 Lot in the Subdivision, nor shall any exterior addition to or change or alteration therein, or change in the exterior appearance thereof, or change in landscaping be made until specification 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 restriction 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 herein, each of the Associations, 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 Certificate of dedication shall run with and bind the land, and shall inure to the benefit of and be enforceable by the Association, or the owner of any lot, their legal representatives, heirs, successors, and assigns, for a term of forty (40) years from the date this Certificate of dedication is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. The covenants and restrictions of this Certificate of dedication may be amended during the first forty (40) year period by an instrument signed by the owners of not less than seventy-five (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.

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 1st day of December 1976.

GILCREASE HILLS DEVELOPMENT CORPORATION

By George D. Thurman

Vice President

ATTEST:

Asst. Secretary

(SEAL)

STATE OF OKLAHOMA)

) ss.

COUNTY OF TULSA )

On this 1st day of December, 1976, before me, the undersigned a Notary Public in 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 purposed therein set forth.

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

Notary Public

My Commission Expires:

April 15, 1978

(seal)

CERTIFICATE OF SURVEY

I, the undersigned Abbie T. Todd, Registered Land Surveyor, 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, Part of Block 18, Block 19 and Part of Block 20, a subdivision in Osage County, State of Oklahoma, and that the above plat is a true representation of said survey.

Dated on this 1st day of December, 1976

Abbie T. Todd

STATE OF OKLAHOMA )

) SS.

County of Tulsa )

Before me, the undersigned, a Notary Public within and for the State of Oklahoma, on this 1st day of December, 1976, 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 of office the day and year last above written.

Notary Public

My commission expires:

April 15, 1978

I do hereby certify that there are no unpaid taxes on Gilcrease Hills, Village II, Part of Block 18, Block 19 and Part of Block 20.

Osage County Treas.