WEST SADDLEBACK VILLAGE

CERTIFICATE OF DEDICATION

GILCREASE HILLS, VILLAGE II, BLOCKS 11 AND 12

KNOWN ALL MEN BY THESE PRESENTS:

That the GILCREASE HILLS DEVELOPMENT CORPORATION, an Oklahoma Corporation (hereinafter called "grantor") is the owner of the following described real estate: A part of the N/2 of Section 27 and the S/2 of Section 22, Township 20 North, Range 12 East, of the IBM, Osage County, Oklahoma, being more particularly described as follows, to wit;

Commencing at the southeast corner of the SW/4 of said Section 22; thence North 0-13-50 East a distance of 663.24 feet: thence South 89-46-10 East a distance of 102.06 feet to the point of beginning: thence South 41-01-27 East a distance of 327.26 feet to a point of curvature: thence along a curve to the right with a radius of 580.00 feet and a central angle of 40-22-44 a distance of 408.75 feet: thence South 0-38-43 East a distance of 397.13 feet to a point of curvature: thence along a curve to the right with a radius of 1,460.00 feet and a central angle of 15-53-50 a distance of 405.09 feet: thence South 15-15-07 West a distance of 396.77 feet to a point of curvature: thence along a curve to the left a radius of 540.00 feet and a central angle of 36-00-00 a distance of 339.29 feet: thence South 69-15-07 West a distance of 60.00 feet : thence North 20-44-53 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 25-23-19 a distance of 265.87 feet: thence North 87-33-33 West distance of 450.00 feet: thence North 69-02-44 West a distance of 115.92 feet: thence due North a distance of 1704.9 feet; thence North 46-50-57 East a distance of 1`78.71 feet: thence South 80-39-44 East a distance of 185.00 feet: thence North 15-15-07 East a distance of 275.73 feet: thence South 75-25-14 West a distance of 42.11 feet: thence South 51-54-51 west a distance of 315.00 feet: thence North 44-55-32 West distance of 151.07 feet: thence North 31-14-45 West a distance of 151.07 feet: thence North 51-54-51 East a distance of 498.92 feet: thence South 89-21-17 west a distance of 67.44 feet: thence North 15-24-48 West a distance of 181.48 feet: thence North 37-24-57 east a distance of 204.44 feet: thence North 89-21-17 East a distance of 80.00 feet: thence North 14-45-38 west a distance of 153.38 feet: thence South 48-58-33 West a distance of 563.00 feet: thence North 30-00-00 West a distance of 358.81 feet: thence North 62-14-17 East a distance of 0.00 feet to a point of curvature: thence along a curve to the left with a radius of 1,581.72 feet and a central angle of 13-15-44 a distance of 366.13 feet: thence North 48-58-33 East a distance of 496.53 feet to the point of beginning:

Containing 27.19 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 11 and 12, 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 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 system 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 D, 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, the ownership of which shall be ultimately vested in the Gilcrease Hills Area Association or a successor corporation thereto.

2. Construction Guidelines. Each dwelling shall have an attached, completely enclosed garage containing sufficient space for at least two (2) cars, unless the topography of the lot requires the garage to be detached or at the rear of the lot, or an attached carport, the specification of which conform to the requirements set forth in the Architectural Guidelines of the Gilcrease Hills Area Association. All roof material must be approved by the Architectural Control Committee of the Home Owners Association. 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. As set forth in Paragraph 18. Architectural Control, hereof, erection or maintenance of any fence or wall shall be approved by the Architectural Control Committee. No fence shall be constructed in front of the front line of any residence or greater than six (6) feet in height; the rear fifteen (15) feet of all side lot fencing and the rear lot fencing of any lot the rear of which shall abut common, recreational, Paseo, or green belt areas and the side lot fencing of any lot the side of which abuts such areas shall be no greater than five (5) feet in height; all fencing shall be of the type known as "grape stake vertical picket fencing"; and the same shall be maintained unpainted. Nothing in this covenant shall be construed to prevent the construction of a "privacy fence no greater than six (6) feet in height around a patio area not 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. Variations in materials or coloring of any fencing may be approved in writing by the Architectural Control Committee.

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 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. The supplier of electric, telephone, and/or communications service, through its proper agents and employees, shall at all times have right of access to all such easement ways shown on said plat, or provided or in this Certificate of Dedication, for the purpose of installing, maintaining, removing or replacing any portion of said underground facilities so installed by it. The owner of each lot shall be responsible for the protection of the underground electric, telephone, and communications facilities located on his property and shall prevent the alteration of grade or any construction activity which may interfere with said electric, telephone, and communication facilities. Repairs or cost of relocation, required by violation of this covenant, shall be paid for by the owner of the lot. The foregoing covenants shall be enforceable by the supplier of electric, telephone, and communications service and the owner of each lot egress 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. 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 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 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 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 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 30th day of October 1972.

GILCREASE HILLS DEVELOPMENT CORPORATION

By Burt McIntosh

Vice President

ATTEST:

Linda Williams

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 30th day of October, 1972, 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 use and purposes therein set forth.

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

Notary Public

My commission expires:

September 22, 1978

(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 11 and 12, a subdivision in Osage County, State of Oklahoma, and that the above plat is a true representation of said survey.

Dated this 30th day of October, 1972.

Abbie T. Todd

Registered Land Surveyor

STATE OF OKLAHOMA)

) SS.

COUNTY OF OSAGE )

Before me, the undersigned, a Notary Public within and for the State of Oklahoma, on this 30th day of October, 1972, 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.

Burt McIntosh

Notary Public

My commission expires:

September 22, 1975

(Seal)

1971 TAXES PAID

FRANCES MITCHELL

OSAGE CO. TREAS.