Brinton HOA by shuifanglj

VIEWS: 34 PAGES: 48

									            Vice President: The vice-president shall act in the place and stead
 of the president in the event of his absence, inability or refusal to act, and
 shall exercise and discharge such other duties as may be required of him by the
 Board.

             Secretary. The secretary shall record the votes and keep the minutes
 of all meetings and proceedings of the Board and of the Members; keep the corporate
 seal of     BRINTON STATION PLANNED COMMUNITY and affix it on all papers requiring
 said seal; serve notice of meetings of the Board and of the Members; keep
 appropriate current records showing the members of        BRINTON STATION PLANNED
 COMMUNITY, together with their addresses, and shall perform such other duties as
 required by the Board.

            Treasurer . The treasurer shall receive and deposit in •appropriate
bank accounts, all monies of       BRINTON STATION PLANNED COMMUNITY and shall
disburse such funds as directed by resolution of the Board of Directors; shall sign
all checks and promissory notes of BRINTON STATION PLANNED COMMUNITY; keep proper
books or account; cause an annual audit of        BRINTON STATION PLANNED COMMUNITY
books to be made by a public accountant at the completion of each fiscal year and
shall prepare an annual budget and a statement of income and expenditures to be
presented to the membership at its regular annual meeting, and make available a copy
for each of the Members. The Board may delegate some or all of the Treasurer's
responsibilities to a management company.

                                    ARTICLE IX
                                    Committees

       BRINTON STATION PLANNED COMMUNITY may appoint an Architectural Review
Committee, as provided in the Declaration, and a Nominating Committee,     as
provided in these Bylaws.   In addition,   the Board of Directors shall appoint
other committees as deemed appropriate in carrying out its purpose.

                                ARTICLE X Books and
                                      Records

      The books,   records,   and papers of     BRINTON STATION PLANNED COMMUNITY
shall at all times, during reasonable business hours, be open to review by any Member
of    BRINTON STATION PLANNED COMMUNITY. The ■Rules and Regulations and the Bylaws
of    BRINTON STATION PLANNED COMMUNITY shall be available for inspection by any
member at the principal office of     BRINTON STATION PLANNED COMMUNITY,        where
copies may be purchased at reasonable cost.

                                    ARTICLE XI
                                   Asses smen ts

     As more fully provided in the Declaration,   each Member is obligated to pay
to    BRINTON STATION PLANNED COMMUNITY,    regular and




                                  Page 1 of        8
special Assessments which are secured by a continuing lien upon the Unit against
which the Assessment is made. Any Assessments which are not paid when due shall
be delinquent with any enforcement proceeding in accordance with the Declaration.
No owner may waive or otherwise escape liability for the Assessments provided for
herein by non-use of the Common Facilities or abandonment of his Lot.


                                   ARTICLE XII
                                    Amendments
                                    Section 1

These Bylaws may be amended, at a regular or special meeting of the Members, by
a vote of a majority or quorum of Members present in person or by proxy. However,
while a Class B membership exists, HUD/VA has the right to veto any amendments.

                                    Section 2

         In the case of any conflict between the Rules and these and Regulations
Bylaws, the Bylaws shall control; and in the conflict between case of any
the Declaration and these Bylaws, the shall control.              Declaration

                                  ARTICLE XIII
                                 Miscellaneous

         The fiscal year of     BRINTON STATION PLANNED COMMUNITY shall begin on
the first day of January and end on the 31st day of December of every year, unless
determined otherwise by the Board.




                                  Page 2 of      8
                                                      AGREEMENT OF SALE
   THIS AGREEMENT made this ____________ day of ----------------------------, --------- by and between
                                                                 _____________________________ (hereinafter called
   "Seller") and ___________________________________________________________________________________________
   whose present address is _______________________________ --------------------------------------------------------------------------------
   (hereinafter called "Buyer").
                                                             WITNESSETH

    Seller and Buyer in consideration of the mutual covenants herein contained, and intending to be legally bound hereby, agree
as follows:
1. Premises and Purchase Price. Seller hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Seller all
that certain lot or piece of ground, together with the improvements to be erected thereon as described herein below,
known as lot number __________ of _____________________ . --------------------------------------------------------------------------------

Pennsylvania, as more particularly described in the site plan prepared by __________________________________________
 _______________________________________ which is incorporated herein by reference to attached hereto, for the sum
0f _____________________________________________________________________________________________ Dollars
($ ____________ ), which shall be paid as follows:
             Cash at signing of this Agreement                                  $ ----------------------------
             Cash to be paid on or before _______________                       $ ________________
             Cash at settlement                                                 $_________________
             TOTAL                                                              $_________________

2. Settlement. It is understood and agreed that the projected date for completion of construction of the subject
premises is _____________________ , and that settlement shall be made within ten (10) days after written or oral notice
by Seller to Buyer that Seller, or its authorized agent, is prepared to make settlement; and, if a mortgage is to be obtained under
this Agreement, that the said mortgage has been approved.

     The said time for settlement and all other times referred to for the performance of any of the obligations of this Agreement
are hereby agreed to be of the essence of this Agreement, provided, however, that in the event that Seller is delayed in
commencing or completing construction or settlement for any reason whatsoever, including by way of illustration and not of
limitation, inclement weather, strikes, scheduling of sub-contractors, shortages of materials of labor, Lender's pre-sale
requirements, or delay in issuance of any requisite permits, Seller may, at Seller's option, extend the time for completion of
construction and settlement for a reasonable period of time, and Seller shall not be held responsible for, and is hereby relieved
and discharged from all loss, liability and expenses incurred by Buyer by reason of any such delay. Buyer expressly
acknowledges that Buyer assumes the risk of any losses incurred by Buyer in the event that construction is not substantially
complete on the date hereinabove set forth as the projected date for completion, except as otherwise provided in paragraph 20
hereinbelow.
3. Tender. Formal tender of deed and tender of monies is hereby waived.
4. Payment of Deposit. Deposit or hand monies shall be paid to ______________________________________________
who shall retain the same in escrow until consummation or termination of this Agreement. Deposits shall be placed in an
interest-bearing money market account, with all interest to be divided equally between Seller and Buyer at time of
settlement. Buyer's social security number is _____________ .
3. Default. Should Buyer fail to make any additional payments as specified In paragraph 1, or otherwise furnish false or incomplete
information to Seller, Seller's agents or mortgage lender concerning Buyer's legal or financial status or fail to timely apply for
Buyer's mortgage, if any, or fail to cooperate in the processing of the mortgage loan application, resulting in the failure to obtain a
mortgage commitment, or otherwise violate or fail to fulfill and perform any of the terms or conditions of this Agreement, then and
in that case Seller may: (1) retain and/or demand as liquidated damages either (a) all deposits and other sums paid by Buyer on
account of the purchase price, or (b) ten (10%) of the purchase price, whichever is greater, in which event Seller and Buyer shall
be released from all liability or obligation and this Agreement shall become null and void; or (2) retain on account of the purchase
price all of said deposits and/or other sums paid by the Buyer.
6. Construction; Increase in Seller's Costs.
     (a) It is understood and agreed that, subject to the provisions of paragraph 15, Risk of Loss, Seller will construct a
dwelling on the lot in accordance with plans and specifications for a ______________________________________________
home, which are attached hereto or incorporated herein by reference. Seller is given the option, at Seller's sole discretion, to
reverse the "left-right" orientation of the house, make substitutions material or substantially equal or better quality, or otherwise in
compliance with applicable building codes, whenever Seller shall find it necessary or expedient to do so, and Seller shall have the
right to make any change or changes in the construction of improvements that Seller shall find necessary or expedient. In Seller's
sole discretion, including but not limited to types, sizes, brands, models or colors of appliances, fixtures or other elements of
construction. (Color variations can be expected due to texture of materials used.) Seller shall also have the right to make minor
modifications of plans or specifications where, in Seller's sole discretion, such modifications are necessary or expedient.
     (b) No furnishings of any items as indicated as extras are included in this sale except as specified on the "Extras
Cost Sheet" attached hereto. If Buyer desires any changes or additions to the plans and specifications for construction,
Buyer shall submit a written request for such changes or extras on a form to be supplied by Seller for such purpose.'
There will be a service charge of $200.00 for each change order (including deletions). If Seller is able to effect such
change or extra, Seller shall so indicate by executing the change form, which shall include the agreed upon additional
cost of such change or extra. The cost of any such changes or extras requested by Buyer and so approved by Seller will
be paid for in full by Buyer within 48 hours of Seller's execution of the change form, and such payments shall not be
refundable to Buyer under any circumstances. Failure of Buyer to comply with these procedures or to pay for extras as
specified herein shall nullify the change order and Seller shall be authorized to complete the construction without regard
to such change order.
    (c) If Seller cannot start or complete construction due to any existing or future rules, regulations or restrictions by federal, state
or municipal governments or agencies, or for any other cause beyond Seller's control then, in any such event, Seller is hereby
given the option to cancel this Agreement upon written notice of cancellation to Buyer, in which event the full deposit money shall
be returned to Buyer, without interest, and this Agreement shall thereupon become cancelled, null and void and Seller shall have
no further liability whatsoever to Buyer.
      (d) Seller's obligation to complete settlement hereunder is expressly conditioned upon its ability to complete construction at
current prices for materials and wages for labor, and Seller reserves the right to withdraw from this Agreement upon notice to
Buyer if said prices or wages are increased during construction. Such notice shall be given in writing within thirty (30) days of
placing the home under roof. The Buyer shall, in such event, have the option of either (1) notifying Seller within five (5) days of his
willingness to pay the increased costs as set forth in notice by the Seller, in which event the aforesaid purchase price shall he
increased by such amount and this Agreement, as so modified, shall remain m full force and effect, or (2) terminating this
Agreement, in which event this Agreement shall become null and void, and all monies paid on account of the purchase price shall
be returned to Buyer and neither party shall have any further rights or obligation, hereunder.
7. Agent It is expressly understood and agreed between the parties hereto that ____________________________________
 _______________________________________ and -------------------------------------------------------------- : ----- is (are)acting as
agent(s) only and will in no case whatsoever be held liable to either party for performance of any terms or covenants of this
Agreement or for damages for the non-performance thereof. In the event Buyer defaults hereunder, any money paid on account
shall be distributed by agent to Seller in its entirety.
8. Extras or Custom Features Included Within the Purchase Price. Any extras, planned changes or custom
features include purchase price specified in paragraph 1 hereof are listed on the "Extras Cost Sheer attached hereto:
being a total sum of $ _______________, a portion in the amount of $

This amount is not refundable to Buyer under any circumstances. In all other respects, any requests for further changes or extras
shall be governed in accordance with paragraph 6(b) of this Agreement.
9. Selections and Specifications. The attached Memorandum of House Selections and attached Specifications are
incorporated in this Agreement, and constitute an integral part hereof.
10. Insulation. Seller hereby discloses the following types, thicknesses and R-Value of the insulation in this home to be:
                                              TYPE INSULATION                  THICKNESS                  R-VAI tIF
                                              (Fiberglass/Rockwool)
                                              (Blow/batte) (Styrofoam)
Ceilings _____________________________________________________________________________________________
Side Walls                            ________________________________________________________________________
Side Wall Sheathing, if Sivrofoam          ___________________________________________________________________
Under Floors                          _______________________________________________________________________
Other _______________________________________________________________________________________________
11. Mortgage Contingency:
   (a) ______________________________________________________ It is mutually understood and agreed that within                 (
                                                 ) working days from the date hereof,
Buyer will prepare and file written application and cooperate fully with a recognized Mortgage Lending Institution for a first
mortgage loan to be secured upon the property in an amount not to exceed $ _______________ for a term of not more
than ___________ years at an interest rate not to exceed _____________percent to enable Buyer to finance the purchase
of this property, however, Buyer agrees to accept the maximum permissible interest rate committed by the mortgage lender.
Buyer agrees to pay any request from a recognized Mortgage Lending Institution for credit report, appraisal and service charges
(loan origination fees, placement fees, discount points).
      (b) Should Buyer be unable to obtain a written commitment, valid until projected date of settlement, for a mortgage
loan on the terms set forth above, Buyer shall advise Seller or his agent, hereafter referred to as Seller, in writing by
registered or certified mail (return receipt requested) on or before_______________________ , of such a condition. And
Seller shall at its sole option thereupon have a period of 60 days from the date of receipt of such notice within which to obtain
such a mortgage commitment for and on behalf of the Buyer. Buyer agrees to execute any application at Seller's request and
Buyer agrees to pay any request from and cooperate fully with a recognized Mortgage Lending Institution for credit report,
appraisal and service charges (loan origination fees, placement fees, discount points).
      (c) If Buyer falls to make application for such mortgage loan or supplies false information on such application, or falls to notify
Seller of his inability to obtain a written commitment as herein set forth or fails to execute any application for such mortgage loan
at Seller's request, the condition and contingency provided for shall no longer prevail and this Agreement shall be and remain in
full force and effect according to its terms in the same manner as if the condition and contingency were not a part hereof.
     (d) Should neither Buyer nor Seller be able to obtain such a mortgage commitment on the terms set forth above within the
period above referred to, Buyer, at Buyer's election may (a) proceed with the consummation of this Agreement without regard to
the failure of the condition or (b) cancel this Agreement, in which event all monies paid hereunder by Buyer on account of the
purchase price will be returned to Buyer upon receipt by Seller of (1) Buyer's written notice of intention to cancel, (2) return to
Seller copies of Agreement of Sale. Thereafter all rights and liabilities of the parties shall cease and determine, anything herein
contained to the contrary notwithstanding. Buyer shall notify Seller of Buyer's election under (a) or (b) within three (3) days by
registered or certified mail (return receipt requested) after being notified by Seller that a mortgage commitment was not obtained.
In the event that Buyer fails to notify Seller of this election to cancel the Agreement within the prescribed time limit, Buyer shall be
obligated to proceed with the consummation of the Agreement.
      (e) In the event that Buyer's mortgage commitment contains any conditions, including but not limited to a condition that
Buyer shall sell or complete settlement on the sale of Buyers' present residence, Buyer agrees that any and all of such conditions
shall be satisfied prior to settlement hereunder. In the event that Buyer fails to satisfy such conditions prior to settlement, then
Buyer shall be deemed in default of this Agreement for failure to complete settlement in a timely manner, and Seller shall he
entitled to the remedies set forth in paragraph 5 hereunder; or, at Buyer's option, Buyer may give Seller written notice at least five
(5) days prior to the date scheduled for settlement of Buyer's inability to satisfy condition(s) of Buyer's mortgage commitment, and
requesting an extension of settlement for a period not to exceed thirty (30) days in order to satisfy the said condition(s).
     In order to be effective, such notice and request for extension shall be accompanied by cash or certified check payable to
Seller in the amount of five (5) percent of the purchase price in partial consideration for such extension of the settlement date. In
addition, in order to compensate Seller for Sellers agreement to extend the time for settlement, Buyer shall pay, at the time of
originally scheduled settlement date, in addition to the Purchase Price based upon a per diem rate of .04 percent (.0004) per day
of extension multiplied by the amount of the Purchase Price.
    If, at the end of said 30 day extension (or at the time initially set for settlement if Buyer fails to comply with the terms for
extension set forth hereinabove), Buyer has still failed to satisfy the condition(s) of the mortgage commitment, then Buyer shall be
deemed in default for failure to complete settlement in a timely manner, and Seller shall be entitled to the remedies set forth in
paragraph 5 hereunder.
   12. Title; Declaration and Homeowners Association. The premises are to be conveyed free and clear of all liens,
   encumbrances and easements, excepting, however, the following: Existing building restrictions, ordinances, easements
   of roads, privileges or rights of public service company, agreements, notes or restrictions contained on the Subdivision
   Plans or like matters of record and easements or restrictions visible upon the ground. Otherwise, title shall be good and
   marketable or such as will be insured by a reputable title insurance company at the regular rates. Seller covenants and
   represents that no assessments or notice of assessments for public improvements have been made against the premises
   which will not be paid in full prior to the time of final settlement. Buyer will be responsible for any payment of
   assessments for improvements made after the date of this Agreement, except for those improvements which are shown
   on the Development Plans for ____________________________________________________________________________ ,

   installment of which is Seller's responsibility.
     In the event Seller is unable to give a good and marketable title or such as will be insured by any reputable Title Company,
subject as aforesaid, Buyer shall have the option of taking such title as the Seller can give without abatement of price or of being
repaid all monies paid by Buyer and held in escrow on account of the purchase price, together with such Title Company charges
as Buyer may have incurred, and in the latter event, there shall be no further liability or obligation on either of the parties hereto
and this Agreement shall become null and void.
13.        Delivery and Possession. Possession is to be delivered by special warranty, deed, keys and physical possession at
day and time of settlement.
       Upon notification by Seller, Buyer and Sellers' representative will make an inspection of the premises.
    If at the time for settlement, although the property is ready for occupancy, minor work and/or landscaping and cement or
paving work is incomplete or minor defects exist, Buyer agrees nevertheless to complete settlement without withholding or
escrowing of any portion of Seller's proceeds of sale, provided that Seller at settlement delivers to Buyer a letter whereby Seller
agrees to complete or correct any such work or defects within a reasonable time. Seller shall be responsible to service and adjust
only those items of workmanship and materials that are reasonably determined by Seller not to be within the normal tolerance of
acceptability within the applicable building trades.
14. Settlement Costs and Apportionments. Buyer agrees to pay Buyer's customary settlement costs including not necessarily
limited to premiums for title insurance (including mechanics lien insurance if required), one half of all transfer taxes imposed by
any governmental authority upon this transaction (with Seller to pay the other half thereof), fees for recording of deeds,
mortgages and other necessary documents, notary fees, Buyer's own legal fees, all costs and fees connected with Buyer's
mortgage. All real estate taxes and other apportionable debits and credits shall be calculated as levied and prorated as of the
date of settlement. (School taxes are levied on a fiscal year basis. Township and county taxes are levied on a calendar year
basis.)
15. Risk of Loss. Any loss or damage to the property caused by fire, or loss commonly covered by the extended coverage
endorsement of reputable insurance companies between the date of this Agreement and the settlement date shall not in any way
void or impair any of the conditions or obligations hereof. In the event that the property is damaged by fire, other casualty, or
vandalism prior to settlement, Seller, at Seller's sole election, shall either (a) cancel this Agreement within sixty days after such
casualty occurs, returning all deposit monies to Buyer together with notice of cancellation, or (b) undertake all necessary repairs
and replacements to correct such damage, within a reasonable period of time, and the projected date for completion of
construction of the subject premises, and the date for settlement hereunder, as more fully set forth in paragraph 2 hereof, shall be
extended by such time as is necessary to permit Seller to make repairs and replacements, and all other terms and conditions of
this Agreement shall remain in full force and effect.
16. Recording. This Agreement shall not be recorded in the office for the Recording of Deeds or in any other office or place of
public record and if Buyer shall record this Agreement or cause or permit the same to be recorded, Seller may, at Seller's option,
elect to treat such act as a breach of this Agreement.
17. Assignment. This Agreement shall not be assigned or transferred by the purchaser without the written consent of the Seller
being first had and obtained. In the event that Seller approves a proposed assignment, Buyer shall remain fully liable for
performance of Buyer's obligations under this Agreement, and if any breach occurs, Seller shall have the right to exercise Seller's
remedies against both Buyer and Assignee. Subject to the said provision regarding assignment by the purchaser, this Agreement
shall extend to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. This
Agreement is to be construed and interpreted In accordance with the laws of the Commonwealth of Pennsylvania.
18. Location and Site Work. The lot area within which the house is located will be cleared and graded at Seller's discretion and
any trees within the construction area that Seller, in its sole discretion, determines will interfere with proper excavations, back
filling, grading and driveway or parking areas will be cut down by Seller.
      It is understood and agreed that any drilling, blasting or additional machine work incident thereto, required to remove rock
from any excavation will be paid at the prevailing rates for the area by Buyer to Seller as an additional cost to this Agreement.
Seller will immediately notify Buyer if rock is found in the excavations and renew alternatives, if any, before work progresses.
      Any trees which Buyer wishes removed, other than those which Seller determines should be removed, will be removed at
Buyer's expense, as an "extra." Buyer will be responsible for the maintenance of the remaining trees, and Seller will not be
responsible for damage to trees, shrubs, or any type of vegetation remaining on the lot after construction, or the life expectancy of
any plantings or landscaping whether existing on the site or installed by Seller Seller acknowledges the responsibility, before
settlement if conditions permit, and otherwise within a reasonable period of time after settlement, to grade, rake and seed
disturbed areas of the lot. Buyer acknowledges that all maintenance of the lawn, including water, reseeding, erosion and
washouts after settlement, are Buyer's sole responsibility, and that Seller does not guarantee the quantity or quality of growth of
grass. Seller shall determine, at Seller's sole judgment, the elevations of the first floor of the house, including garage floor
elevations, and the precise location of the house' and driveway within the lot.
19. Representations. It is understood and agreed that the physical characteristics and location of the lot, plans and specifications
for the house and/or the sample house have been inspected by the Buyer, or that the Buyer has waived the right to do so; that
tha property and house to be constructed thereon is and has been purchased by the buyer as a result of said inspection and not
by any representations made by the Seller or any selling agent or any other agent of the Seller and that the Seller shall not be
responsible or liable for any agreement condition or stipulation, whether made by Seller or any agent of Seller, not specifically set
forth herein relating to or affecting the said property.
20. Interstate Land Sales Act. Under the Interstate Land Sales Act, Seller hereby notifies Buyer that if the home is not completed
within two (2) years from the date of this Agreement, Buyer has the right to receive back all deposits paid by Buyer or to seek
specific performance of this Agreement or to seek reimbursement for any damages incurred by Buyer.
21. Selections. If Buyer desires to make any selections among types, models or colors within scope and price range available,
Buyer must do so within thirty (30) calendar days after notice from Seller to make such selections.
     In the event that Buyer does not make such selections in a timely manner, the Seller is hereby authorized to install such
selections that are within the prescribed allowances, and Buyer agrees to accept all such selections by Seller.
    22. Buyer's Acceptance. Possession will be given by deed upon completion of final settlement and full payment of the
    balance of the money called for under this Agreement, together with all the above charges, and, if a mortgage is to be
    obtained under this Agreement, after final approval of the mortgage. The acceptance of key or deed or entry into possession
    of any part of the premises by Buyer is an acceptance by Buyer, subject to the terms set forth in paragraphs 13 and 23, of
    entire completion and shall constitute a complete release and discharge of all Seller's obligations and liabilities with respect to
    the construction and completion of said premises or any part thereof. It is hereby understood and agreed that, after settlement
    is made and/or key is accepted and/or entry into possession of any part of the premises by the Buyer, no further claims or
    demands of any kind will be made of the Seller and Buyer hereby releases Seller therefrom.
    23. Warranties. It is understood and agreed that shrinkage is normal in any new home and that, therefore, shrinkage of
    framing members of the house will be reflected in the separation of the baseboard from the floor, openings of trim at doors
    and in other areas of the house, and will result in a certain number of plaster cracks and nail pops. Grout cracking or falling
    away between bathtub and wall tile and between vanity and wall tile are normal developments in new house construction and
    are not an indication of poor workmanship or defective materials. Buyer recognizes that repairs thereof are normal
    maintenance and the Buyer's responsibility.
         All guarantees or warranties of equipment or materials furnished to the Seller by any manufacturer or supplier shall be
    deemed to run to the benefit of Owner. Should the HOMEOWNER request the Seller to do additional work beyond the
    guarantees, such work will be done by the Seller in accordance with a reasonable cost schedule established by Seller.
         Seller guarantees from the date of delivery of house against defective materials or workmanship for a period of one (1)
    year with regard to the roof, wiring, interior plumbing, heating, air conditioning.
     Seller agrees to rectify at his expense, any water entering the basement during the one (1) year warranty period-subject to
the following conditions: Buyer must immediately refill all settled earth in filled areas around the house and utility trenches and
must keep gutters and downspouts clear of leaves, twigs and other debris. Buyer shall not, during the first year, (1) dig flower
beds or plant trees or shrubs within two (2) feet of the house foundation, or (2) make any change in grade of the lot, or (3)
eliminate or move the splashblocks from downspouts, or (4) build any stone or concrete garden edging or brick, stone or concrete
terrace or retaining wall which will pocket water. Seller's warranty does not include (1) water in basement occasioned by an "Act
of God" such as cloudburst or flash flood, or (2) accumulation of water from condensation of warm, moist air on the cold cellar
walls and floors, or (3) water from natural atmospheric humidity. Seller's agreement herein does not make Seller responsible for,
nor is it a guarantee that Buyer may store in the basement, any perishable material. Seller, likewise, assumes no responsibility for
damage caused by dampness or water to material or mechanical appliances stored or used in the basement.
    Having pointed out the above to you where problems might arise and what you must do to assist in prevention and
corrections, Seller hereby states Seller's guarantee with respect to basements, crawl spaces and recreation rooms as follows: IN
ALL CASES OF WATER ENTERING THE ABOVE AREAS OF THE HOUSE, WITH EXCEPTION OF THOSE CAUSED BY
HOMEOWNER NEGLECTING TO TAKE THE PROPER PRECAUTIONARY MEASURES AS POINTED OUT ABOVE, SELLER
WILL AT SELLER'S OWN EXPENSE, DO THAT WHICH IS NECESSARY IN SELLER'S JUDGMENT TO CORRECT ANY
CHRONIC WATER CONDITIONS, SHOULD SUCH SITUATIONS ARISE WITHIN ONE (1) YEAR PERIOD FROM DATE OF
DELIVERY OF YOUR HOME.
24. Existing Zoning. Seller represents that the zoning classification of the subject property is ________________ under the
 ___________________________________ ■                   Ordinance and Map.
25. Disclosure. Disclosure required in that the Real Estate License and Registration Act of 1980, PL 15 paragraph 9, as
amended March 20, 1984, P. 162, Paragraph 32, Section 607: Broker is acting as agent for the Seller and not the Buyer.
26. Recovery Fund. The Legislature has established a Real Estate Recovery Fund. The purpose of the fund is to compensate
persons who obtain a Judgment because of the fraud, misrepresentation or deceit of an agent. For further information concerning
the Recovery Fund, telephone: (717) 783-3658.
27. Approval of Seller. It is understood that this sale is made subject to the written approval of the Seller which must be obtained
within five (5) days, or the amount paid on account hereof will be returned to the buyer without interest, and upon return of the
said deposit to the Buyer, this Agreement shall become null and void. Deposit of any check offered shall not create a binding
agreement unless such agreement is approved in writing as provided.
28. Cancellation. If this Agreement is cancelled for any reason then and in that event, Buyer agrees to immediately return all
copies hereto to Seller and agrees that affidavit by Seller to the effect that this Agreement has been cancelled shall be primary
evidence of the cancellation hereof and the burden of proof otherwise shall rest Upon Buyer.
29. Entire Agreement. This.writing contains the entire agreement between the'parties and no agent, representative, salesman or
officer of the parties hereto has authority to make or has made any statement, agreement, representation or contemporaneous
agreement, oral or written, in connection herewith modifying, adding to or changing the terms and conditions set forth herein. No
dealing between the parties or custom shall be permitted to contradict, vary or add to the terms thereof. No modification of this
Agreement shall be binding unless such modification shall be in writing and signed by the parties hereto. This Agreement shall be
construed in accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.



                                                                    ________________________________________ (SEAL)
                                                                    Buyer


                                                                    ________________________________________ (SEAL)
                                                                    Buyer

                                                                   SELLER:

Attest: ____________________________ By: ________________________________________________________




In conjunction with the purchase of the premises described in the Agreement of Sale attached hereto, l/we hereby authorize your
firm to perform the services as indicated below by my/our initials.
A. Order Title Insurance in any reputable Title Insurance Company (T.A. TITLE)                  ________________ Initials
B. Order Insurance Binder and may contact us for placement of Homeowners Insurance ________________________ Initials
C. Broker Services and Deed Preparation                                                         ________________ Initials
                      BRINTON STATION PLANNED COMMUNITY PUBLIC
                          OFFERING STATEMENT

                                TABLE OF CONTENTS

                                              Purchaser's Right to       cancel   and
                                              recovery of damages

                                             Public Offering Statement with
                                             Attached Exhibits


                                             Declaration of Covenants, Conditions
                                             and Restrictions with Exhibits "A"
                                             and "B"

                                             By-Laws

                                             Agreement of Sale with Warranty Plat

                                             Association Budget

                                             Acknowledgment Page

                          BRINTON STATION PLANNED COMMUNITY

                             Public Offering Statement



     Within fifteen   (15) days after receipt of this Public Offering-Statement,

or amendment to this Public Offering Statement, that materially or adversely

affects the right or obligations of the Purchaser, the Purchaser before conveyance

may cancel any contract for purchase of a unit from a Declarant.

      If the Declarant fails to provide a Public Offering Statement and any

amendments to a Purchaser before conveying a unit, the Purchaser may recover from

the Declarant damages as provided in Section 5406(c) of the Uniform Planned

Community Act.

     Penalty for non-compliance by Declarant     (Section 5406(c)):

     If a Declarant fails to provide a Purchaser to whom a

     unit is conveyed with a Public Offering Statement, and all

     amendments thereto as required by Subsection      (a),   the

     Purchaser,   in addition to any other relief,     is entitled

     to receive from the Declarant an amount equal to 5% of

     the sales price of the unit up to the maximum of $2,000.00

     or actual damages,    whichever is the greater amount.         A

     minor omission or error in the Public Offering Statement,

     or an amendment thereto that is not willful shall

     entitle the Purchaser to recover only actual damages,          if any.
      The Declaration of Covenants, Conditions and Restrictions of BRINTON STATION

PLANNED COMMUNITY,     (hereinafter "Declaration")     has been recorded in the Office

of the Recorder of Deeds in and for Chester County,      Pennsylvania.     It provides

for the establishment for the Community or Homeowners Association which each

purchaser will become a member.     BRINTON STATION and BRINTON STATION PLANNED

COMMUNITY are name(s)    utilized to describe the community.        BRINTON STATION

PLANNED COMMUNITY is the name of the Association consisting of all members or unit

owners within the community.

      The Declaration sets forth a means for establishing a governing body, the Board

of Directors,    and the Association's obligation to maintain Common Facilities

(common areas)     as well as provide services to Controlled Facilities and provide

insurance thereon.      It also describes each purchaser's right of easement and

enjoyment of the enumerated Common Facilities and the obligation for Common Expenses,

Controlled Facilities Expenses and Limited Charges.          All property presently

submitted or additional property to be submitted to the Declaration is set forth.

Use restrictions for all new single family homes to be constructed are enumerated

in Article XI of the Declaration .      .     .   you are encouraged to review them

carefully.

      The Declarant's rights and obligations relating to the Association and to each

purchaser is described within the Declaration. Additionally,      the right of holders,

insurers and guarantors of first mortgage liens is set forth within the Declaration.

The Declaration is an important legal document;      a copy of which is attached hereto

and you are encouraged to read it thoroughly.

      The By-Laws for BRINTON STATION PLANNED COMMUNITY are the governing

regulations which are adopted pursuant to the Declaration for

the management and administration of the Association.         The By-Laws describe the

method of selecting officers and a Board of Directors for the Association,       their

respective responsibilities and terms of office. The purpose and time for meetings

of the membership are also described within the By-Laws.          The By-Laws are an

important document,    a copy of which is attached hereto and you are encouraged to

read it thoroughly.

      Presently,    BRINTON STATION PLANNED COMMUNITY has not adopted any Rules and

Regulations,     but reserves the right to do so in the future.

      The Agreement of Sale   (hereinafter "sales contract")     for purchase of a new

single family dwelling within BRINTON STATION PLANNED COMMUNITY is attached hereto.

In addition to the price and terms of sale,   the sales contract describes the parties'

understanding regarding times for performance,       and their respective obligations
and representations to each other.              The sales contract is a valid and binding

contract and should be reviewed thoroughly before signing.

          The Declarant is Brinton Station,        Inc.,   with its principal address at 175

Strafford Avenue, Wayne,       Pa.    19087.       The planned community is BRINTON STATION,

located along West Chester Road in East Fallowfield Township,            Chester      County,

Pennsylvania.        BRINTON STATION will eventually consist of Eighty Five            (85)

single family dwellings.          The Declarant has,       with the recording of the

Declaration,      submitted the lands described as Exhibit "A" of the Declaration,            to

the Declaration. The Declarant,             at its sole discretion,   reserves the right to

withdraw any lots       (units)      within the planned community.       The expected effect

upon withdrawing any lots upon the remaining portion of the community would be a

decrease in Common Facilities and number of units with a corresponding decrease in

Common Expenses.

            Construction is expected to begin during the Spring of 2000 and
t     0

    shall be commenced in three       (3)    phases with completion    estimated for Spring,

    2003 Phase I consists of Lots 10         through 39 inclusive ; Phase II consists of Lots

    40 through 53, Lots 78 through 85 and Lots 7 through 9 inclusive; and Phase III

    consists of Lots 1 through 6 and Lots 54-77 inclusive.

                                Actual completion may vary depending on market and

    weather conditions.       The type and character of units offered will be building

    lots with the construction of single family dwellings thereon.             The lots will

    vary in size in accordance with the Plat. The dwelling styles will vary,           at the

    discretion of each homeowner and builder.

          Upon completion,   the development will include approximately 52 acres of open

space, which shall include cleared areas for passive recreation,             a walking trail

and two tot lots,       as depicted on the Plat and the approved plan.             The open

space.shall be dedicated to the Association by the Declarant prior to or upon the

last unit conveyed or sooner at the discretion of the Declarant.                There exists

monies in escrow with East Fallowfield Township to ensure completion of the public

improvements and common facilities              in Phase I; when Declarant commences

construction within Phases II and III,           similar financial security shall be posted

with East Fallowfield Township.              The Declarant shall grant all Owners use of the

open space during the interim period between completion and transfer of actual

ownership to the Association.

          The storm water basin(s)    may be functioning as sediment basin(s) at      the time

of conveyance to the Association.              The Declarant shall be responsible to convert

the basin(s)       to permanent storm water basin(s) at the completion of construction
in accordance with the approved plans and County Soil Conservation District

approvals.       The Declarant will maintain the sediment basin(s)         until such time

they are converted to

permanent storm basin(s),      and inspected for completion by East Fallowfield

Township.      The basin(s)    shall be seeded and left natural, clear of debris.     All

open space,     storm water management facilities, buffer plantings,         trailways and

tot lots must be properly maintained by the Association in accordance with Township

regulations.       Undisturbed areas of open space,     as well as wetlands and waterways

shall be left in their natural state.          Since the Declarant has described herein

and within the Declaration,       the approved plans and plat which portions of the

planned community shall be designated as a Common Facility, no further description

related thereto is enumerated to comply with 5402(28)       nor 5205(16)    of the Uniform

Planned Community Act.

      There are not expected to be any Controlled Facilities within the community

as described within the attached Declaration.

      The Declarant will construct and dedicate to East Fallowfield Township the

public streets and street, lighting. All public water-systems and sanitary sewer

systems and appurtenances will be dedicated to City of Coatesville Authority.          The

streets will have curbs,

               as per the approved plans.       Municipal services do not include rubbish

removal and only one private rubbish removal company may be utilized to service all

unit owners within the planned community. Municipal services do include snow removal

on dedicated public streets

     There will be electricity available to each unit provided by PECO Energy Company

(or their successors or assignees);        public sanitary sewer service and public water

service shall be provided by City of Coatesville Authority          (or their successors

or assignees).

      All utilities serving BRINTON STATION PLANNED COMMUNITY shall be new service

mains and laterals and,       therefore,    Declarant need not
t     >

    disclose condition of such services,       their useful life or costs or replacement.

          There may be more than one builder within the community.           All units and

    dwellings within BRINTON STATION PLANNED COMMUNITY will be subject to the

    Declaration.

          The Declarant obtained all necessary permits and approvals from all

    governmental entities having jurisdiction to commence construction of BRINTON

    STATION PLANNED COMMUNITY.     East Fallowfield Township adopted a resolution for

    final subdivision approval.
          All dwellings constructed within BRINTON STATION shall be substantially

  complete prior to conveyance and in accordance with any East Fallowfield Township

  Certificate of Occupancy requirements,        except for written punch list items. The

  builder shall be responsible to obtain the building permit and pay the costs

  thereof.       The plumbing, electrical or any additional permits shall be obtained,

  and paid for, by the respective subcontractors.         All permits shall be obtained

  prior to the start of construction,        as required by East Fallowfield Township.

  Sewer permits are also required and are paid for by the builder.

          The Declarant does not intend to rent units or dwellings to investors,          or

  market blocks of units or dwellings to investors,      at this time.         The Declarant

  may sell lots to other builders.

          There are expected to,    ultimately,    be Eighty Five    (85)    votes in the

 Association.       Each Owner shall have 1 vote as defined in the Declaration.          The

 Declarant shall retain 3 votes for each unit not sold to a purchaser such that

 until seventy-five percent        (75%)   of all units or Sixty Four       (64)   units are

 sold,      the Declarant shall retain a controlling vote within the Association.

 It is not intended that BRINTON STATION PLANNED COMMUNITY become a part of any

 other master

association.

                The Declarant is unaware of any liens,      defects or encumbrances on

or affecting the title to the planned community which will not be

removed or cured or insured against by title insurance.             Further,       the

Declarant is unaware of any judgments against the Association or any

pending suits which would materially affect the planned community.                 The

Declarant is unaware of any restraints of alienation on any portion of

the planned community.       To the best of Declarant's knowledge and

belief,    there are no outstanding or uncured notice of violations of

governmental requirements.

     The Declarant has no knowledge of any hazardous conditions,

including contaminations affecting the planned community site by

hazardous substances,     hazardous waste or the like or the existence of

underground storage tanks for petroleum products or other hazardous

substances.      The Declarant may engage an environmental expert to

perform a Phase I Environmental Site Assessment upon the property.             The

Declarant has no knowledge of any finding or action recommended to be

taken in any report or investigation or by any•governmental body,

agency or authority in order to correct any hazardous conditions.

Information concerning environmental conditions affecting the planned
community site may be obtained from:

                        U.S. Environmental Protection Agency
                           Region III 841 Chestnut Building
                           Philadelphia, PA      19107-4431


                                          or

                    PA Department of Environmental Protection Lee
                    Park, Suite 6010 555 North Lane Conshohocken,
                                     PA     19428

     The Declaration is intended to preserve property values and provides a means

to maintain and insure all Common Facilities.

     The terms of any warranties is more fully described in the warranty attached

to Agreement of Sale for the dwellings purchased within BRINTON STATION PLANNED

COMMUNITY.       For purposes of the Declaration and the Public Offering Statement,

units are defined as dwellings constructed upon lots.         Section 5411(b)   of the

Uniform Planned Community Act states:

    "A Declarant warrants against structural defects in each of the units, and the

    controlled facilities that are part of a unit for two years from the date each

    unit is conveyed to a bona fide purchaser, and all of the controlled facilities

    that are not part of a unit and all common facilities for two years.          Only

    the association may bring an action for breach of warranty with respect to common

    facilities and the controlled facilities that are not part of a unit.           An

    action for breach of warranty with respect to one or more units or controlled

    facilities that are part of a unit may be brought either by the association or

    an owner of an affected unit.       Any conveyance of a unit during the two-year

    warranty period shall be deemed to transfer to the purchaser all of the

    declarant's warranties created under this section.           The two years shall

    begin, as to each of the controlled facilities that are not part of a unit,

    whenever the controlled facilities that are not part of the unit have been

    completed and,      as to each common facility,   whenever such common facilities

    have been completed, or if later: (1)       As to any control led facilities that

    are not

              a part of a unit and as to common facilities within any additional real

              estate or portion thereof, at the time the first unit therein is conveyed

              to a bona fide purchaser.

              (2)    As to any controlled facilities that are not part of a unit and

              as to common facilities within any convertible real estate or portion

              thereof, at the time the first unit therein is conveyed to a bona fide

              purchaser.
               (3)   As to any controlled facilities that are not part of a unit and

            as to common facilities within any other portion of the planned

            community, at the time the first unit therein is conveyed to a bona fide

            purchaser."

     The Association shall provide public Liability Insurance for all common

facilities and other Association activity in the amount of at least One Million

Dollars   ($1,000,000.00).       The Association does not provide insurance coverage

to individual units which is the responsibility of each individual homeowner.

     Any deposit made in connection with the purchase of a unit with a dwelling to

be constructed thereon will be held in an escrow account in accordance with the

following provision of Section 5408 of the Uniform Planned Community Act, and deposit

will be returned to the Purchaser if the Purchaser cancels the contract pursuant

to Section 5406.       Any deposit   (which shall not include any installment payment

under an installment sales contract nor a payment specifically stated in a sales

contract to be in payment of or on account of extras, changes or custom

work) made in connection with the purchase or reservation of a unit from Declarant,

shall be placed in escrow and held in this Commonwealth by a licensed real estate

broker, an attorney admitted to practice in this Commonwealth, a financial

institution or a licensed title insurance company in its account or on a form of

a certificate of deposit designated solely for that purpose with a financial

institution whose accounts are insured by a governmental agency or instrumentality

until:

1.   delivered to Declarant at closing, or in the case of the

sale of a unit pursuant to an installment sales contract, upon the

expiration of thirty (30)     days from the date of occupancy of the unit

or dwelling.

2.   delivered to the Declarant because of Purchaser's default under a contract to

purchase the unit or dwelling.

3.   refunded to the Purchaser.

The annual assessment fees are itemized and categorized in the attached Association

budget. An initial one-time, non-refundable capital reserve assessment may also be

collected at closing upon each Unit if referenced in the Association Budget.    There

are no additional services which Declarant provides except those expressly provided

in the attached budget or the narrative thereof which the Declarant expects may

become,   at or any subsequent time,     a Common Expense of the Association.
Items labeled "must be built" on plat include the proposed public streets,    storm

sewers,   detention basins,   sanitary sewers,   water mains, landscaping,   street

lighting,   trailways,   tot lots and passive open space. Declarant has entered into

financial arrangements through a Tri
party developer agreement with a local lending institution to providing for

adequate funds and security to complete all said improvements and provide

maintenance bond subsequent to public dedication.
              DECLARATION OF COVENANTS, CONDITIONS & RESTRICTIONS OF THE
                           BRINTON STATION PLANNED COMMUNITY

      It is intended that this Declaration shall be recorded in the Recorder
of Deeds Office in and for Chester County, Pennsylvania, under the names of
Brinton Station, Inc., a Pennsylvania corporation, as Grantor, and      BRINTON
STATION PLANNED COMMUNITY as Grantee, for the premises identified by Parcel
Nos:            47-2-14, 47-2-20.

      THIS DECLARATION OF COVENANTS,     CONDITIONS AND RESTRICTION    (this
"Declaration"), is made this day of         ,      2000 , by Brinton Station,
Inc.. a Pennsylvania corporation,     (hereinafter the "Declarant"), owner of
that certain real property with improvements to be erected thereon located in East
Fallowfield Township, Chester County,      Pa. and more fully described in the
legal description attached as Exhibit "A" and incorporated by reference herein.
BRINTON STATION PLANNED COMMUNITY is not intended to be a flexible community as
the Declarant does not intend to add additional real estate.

     WHEREAS, the Declarant desires to subject the property to certain covenants,
conditions and other restrictive easements for the purpose of enhancing and
protecting the value,   attractiveness and desirability of each unit in the
Community.

     WHEREAS, by executing and recording this Declaration, the Declarant will
subject portions of real property and any improvements thereon to the covenants,
conditions and restrictive easements contained herein.

      NOW, THEREFORE, the Declarant hereby declares that all of the property
described in Article II, Section 2.A.     (Exhibit "A"), shall be held, sold and
conveyed subject to the following easements, restrictions, covenants and
conditions, all of which are for the purpose of enhancing and protecting the value,
desirability and attractiveness of the Community.      These easements, covenants,
restrictions and conditions shall run with the Property and shall be binding on
all parties having or acquiring any right, title or interest in the Property or
any part thereof and shall inure to the benefit of each Owner thereof.

                              ARTICLE I Submission of
                                      Property

      SECTION l.A. Submission to the Declaration. The Declarant hereby submits
the lands hereinafter described in Article II,    Section 2.A.,   the buildings
and improvements to be constructed thereon, and all easements, rights and
appurtenances belonging thereto   (hereinafter called the "Property"),   to the
terms, conditions and provisions of this Declaration.

     SECTION l.B. Submission to the Act. The Property subject to this Declaration
is hereby submitted to the provisions of the Uniform Planned Community Act
("Act").

                                     ARTICLE II
           The Property, Common Facilities, Controlled Facilities,
            Improvements, Easements, Marketing Office and Signs


      SECTION 2.A. The Property. The property subject to this Declaration
shall initially consist of all that certain real property with improvements erected
thereon,    located in East Fallowfield Township,     Chester County, Pennsylvania
and more fully described in Exhibit "A"   (the legal description) which is attached
hereto,    incorporated herein, and made a part hereof, together with the
easements, rights and appurtenances belonging thereto.

      SECTION 2.B. Common Facilities. The Common Facilities within the legal
description attached as Exhibit "A" and depicted on the Plat includes open space
areas including all landscaping material, walkways or trailways, storm water
detention basins, and those entrance signs whether or not as designated on the
Plat. All of the Common Facilities will be deeded to the Association.

     SECTION 2.C. Controlled Facilities. The Controlled Facilities are those
components of the Units which receive one or more services from the Association
as depicted on the Plat; there are no controlled facilities intended or
anticipated.

     SECTION 2.D. Number of Units. The number of Units subject to this
Declaration shall be Eighty Five   (85)    which is the entire development as more
particularly identified,    described and depicted on the Plat for BRINTON STATION
PLANNED COMMUNITY.
      SECTION 2.E. The Dwellings. No assurances are made that the architectural
style, principal materials employed in construction and size of the dwellings
constructed upon the Lots will be the same as other dwellings in the Community,
since these matters are decided by each Unit Owner. All dwellings in the Community
will be compatible in quality of construction.

      SECTION 2.F. Dedication of Public Improvements. The streets along with any
and/or all curbs along public streets and street lighting as depicted on the Plat
shall be constructed as provided thereon and it is intended that same shall be
offered for dedicated to East Fallowfield Township. The public water system and
sanitary sewer system and appurtenances are intended to be dedicated to City of
Coatesville Authority.

      SECTION 2.G. Recorded Easements. Recorded easements and other agreements
to which the Community is subject include those as listed from Schedule B of the
property title report, attached as Exhibit "B" and incorporated herein by

      SECTION 2.H. Easements. Declarant reserves the right to grant easements to
utility and other service companies for the installation and maintenance of electric
service, cable TV service, telephone service, water, sanitary sewer,           storm
sewer, and natural and propane gas, as are necessary to construct Units within
the Community. The easements are essential for the construction of Units within
the Community and the Owners of Units will be benefitted thereby. It is anticipated
that the aforementioned easements will have no impact on the budget of the
Association.

      SECTION 2.1. Sales Office and Signs. The Declarant or its successor(s) or
assign(s)   or other      builders intend to maintain one or more offices and/or
sales trailers for the construction of improvements and dwellings and the marketing
of Lots and dwellings constructed thereon. Upon the construction of a model or
sample dwelling (s),     Declarant or other builders
t     J



    intend to relocate and maintain the office, in the model, use the model in
    connection with the construction of improvements and dwellings and the marketing
    of Lots and dwellings constructed thereon, and to relocate said office and
    maintain such models as are necessary from time to time for the construction of
    improvements and dwellings and the marketing of Lots and dwellings constructed
    thereon. The Declarant or other builder (s) also intends to maintain a sign or
    signs advertising Lots and dwellings constructed thereon for sale or lease within
    the Community at such locations within the Property as Declarant may deem
    appropriate.

                                       ARTICLE III
                                           Name

          SECTION 3.A. Name. The name by which the Community shall hereafter be
    identified is    BRINTON STATION PLANNED COMMUNITY.

                                        ARTICLE IV
                                       Definitions

          SECTION 4.A.   Definitions. The following terms when used herein and in the
    Bylaws of the Association   (hereinafter called the "Bylaws") are intended to be
    consistent with the meanings ascribed to them by this Article IV.   If a term is
    not defined herein, the term shall have the same meaning as provided in the Act.

               1. .    "Assessments" or "Charges" shall mean those levies, assessments
    or sums payable by one or more Owners in the Community from time to time upon
    notification by the Association, as provided herein; the obligation to pay these
    assessments shall be a covenant running with the Land. Each assessment shall be
    separate and payable by the Owner thereof.

               2. "Association" or "Community Association" shall mean   BRINTON
    STATION COMMUNITY ASSOCIATION, a Pennsylvania non-profit corporation,    its
    successors and assigns, being an association of all Members, which shall have
    the duties and powers established in this Declaration and in the Bylaws.

               3. "Board of Directors" means a board of natural individuals of the
    number stated herein and in Paragraph 7C of this Declaration, who shall manage and
    administer the business, operation and affairs of the Association on behalf of the
    Owners. Board of Directors means the same as the Executive Board.

               4.    "Bylaws" means the governing regulations which are adopted
    pursuant to this Declaration for the regulation and management of the Property and
    administration of the Association,   including any amendments thereof which may be
    adopted from time to time.

           5. "Common Facilities" means all real property,    including the
improvements thereto, owned by the Association for the Common use and enjoyment of
all the Owners as indicated in Section 2B.

           6. "Common Expenses" means and includes expenses for which all the Owners
are equally liable as provided herein,    including, but not limited to:




                                    Page 19 of       27
                  a.    Expenses of administration, maintenance,       repair and
                        replacement of the Common Facilities; and

                  b.    Expenses or liabilities agreed upon as Common by
                        the Owners;

                  c.    Expenditures made or liabilities incurred by or on
                        behalf of the Association,   together with any
                        allocations to reserves; and

                  d.    All other expenses or charges levied or to be
                        levied pursuant to this Declaration or the Bylaws
                        against the Owners.

           7. "Common Receipts" means and includes the funds collected from Owners
as Assessments and receipts designated as Common by the provisions of this-
Declaration and the Bylaws.

           8. "Common Surplus" means and includes the excess of all
Assessments over all Common Expenses.

           9. "Community" means the planned residential development known as "
BRINTON STATION PLANNED COMMUNITY" which has received final subdivision approval
from East Fallowfield Township.

          10. "Controlled Facilities" means those components of a Unit which
receive one or more services from the Association which is not applicable to
this community.

          11. "Controlled Expenses" means those Association costs shared
only by those with that Controlled Facility, as described herein.

           12. "Declarant" shall mean and refer to Brinton Station,        Inc.,    a
Pennsylvania Corporation.

            13. "Eligible holder, insurer or guarantor of a first mortgage" means
any holder, insurer or guarantor of a first mortgage on one or more Units in the
Community who shall have provided to the Association, without notice, a statement
of its name, address and the Units against which it holds, insures or guarantees
a first mortgage lien.

            14. "Limited Charges" means those charges which are levied by the
Association against one Owner or a group of Owners but not all Owners for costs
incurred by the Association in providing services pursuant to this Declaration which
services are for the benefit of the Owners so charged. Limited charges are not
included within the Association budget and none are anticipated within this
community.

            15. "Lot" means an approved, subdivided lot designed or intended for
residential use, which has a direct exit to a public street or way, or to a Common
Facility leading to a public street or way, or to an easement or right of way leading
to a public street or way.

            16. "Member" means any Owner or the Declarant who shall be a Member of
the Association. Membership shall be appurtenant to and may not be separated from
ownership of any Lot which is subject to assessment and
shall not be assigned, transferred, pledged, hypothecated, conveyed, or
alienated in any way, except as provided by this Declaration.

            17. "Owner" means the record owner, whether one or more persons or
entities,   of fee simple title to any Unit which is situate within the Property,
but excluding those persons having this interest merely as security for the
performance of an obligation and excluding the Declarant. Multiple Owners of a Unit
shall together be deemed one Owner for purposes of this Declaration.

            18. "Person" means a natural individual, corporation, partnership,
association, trust or other legal entity or any combination thereof.

            19. "Plat" means the Plan prepared by Mesko Engineering Associates,
Exton,   Pa. last revised December 17,    1999. for     BRINTON STATION,
identifying the Units.

             20. "Plan" means the Final Over-all Amended Phasing & Subdivision Plan,
prepared by Mesko Engineering Associates,    Inc., Exton,     Pa. dated November 11,
1999 and last revised and recorded in the office of the Recorder of Deeds in and
for Chester County,    Pennsylvania.

           21. "Property" means and includes the real property, and all easements,
rights and appurtenances belonging thereto described in Article II, Section 2.A.,




                                   Page 20 of    27
as submitted by the Declarant to the provisions of this Declaration as amended from
time to time with additional real estate.

           22. "Recorded" means that an instrument has been duly entered of record
in the Office of the Recorder of Deeds in and for Chester County, Pennsylvania.

           23. "Streetscape" means the area extending from the curb line to the
front of the dwelling.

           24. "Unit" means an approved,    subdivided lot designed or intended for
residential use, which has a direct exit to a public street or way, or to a Common
Facility leading to a public street or way, or to an easement or right of way leading
to a public street or way. Units within the Community consist of single-family,
detached dwellings with lots. A Unit for the purposes of the Declaration includes
a lot with dwelling or structure.

                                      ARTICLE V
                     Property Subject to this Declaration: Rights
                                  of the Declarant

      SECTION 5.A.   Applicability.

           1. This Declaration shall be applicable to the Property. All Owners of
Units and residents,    tenants,   their guests,    licensees, servants, agents,
employees, and any other person or persons who shall be permitted to use the Common
Facilities described in this Declaration, shall be subject to this Declaration,
the Bylaws and any rules and regulations which the Board of Directors from time to
time shall promulgate to govern the conduct of its Members and occupancy of the
Property. Ownership, rental or occupancy of any of the Units in the Property shall
be conclusively deemed to mean that the
Owner, tenant or occupant has accepted; ratified and will comply with this
Declaration, the Bylaws and the rules and regulations of the Community Association.

            2. The Declarant shall have the right, without any joinder, consent
or other action on the part of the Association, any Owner or any Eligible holder,
insurer or guarantor of a first mortgage, to bring within the operation of and make
subject to this Declaration any additional real estate as provided in this
Declaration.

      SECTION 5.B. Assignment of Declarant's Rights. The Declarant shall have the
right to assign all or any part of its rights and duties under this Declaration and
the Bylaws and any other instrument entered into by it in connection with the
governance of the Community (the "governing documents") to any other party or
parties who intend(s)     to carry out the development of all or any part of the
Community. In the case of assignment of all of its rights and duties, the Declarant
shall be relieved of all further liabilities and obligations under the governing
documents    (except for any rights and duties which it may have as an Owner in respect
to any Unit which it may continue to own, which shall be unaffected thereby) as
of the effective date of the assignment, and the party to whom the assignment shall
have been made shall thereafter become and be treated as the "Declarant" for all
purposes of the governing documents. In the case of the assignment of less than
all of its rights and duties, the Declarant shall continue to be responsible for
all of its liabilities and obligations as the Declarant under any of the governing
documents, notwithstanding that the assignee may have agreed with the Declarant
to assume responsibility for same part thereof. The assignee shall be entitled to
exercise and enjoy all rights assigned to it, subject to any terms, conditions
or restrictions applicable thereto, set forth in the governing documents or in the
instrument by which the assignment is made, in all respects as if it were the
Declarant hereunder. No assignment shall be effective until the Declarant and the
proposed assignee shall have entered into an instrument expressed to be
supplementary to this Declaration which shall set forth the rights and duties of
the Declarant to be assigned thereby and all terms, conditions and restrictions
applicable to the assignment, and this instrument shall have been filed for the
recordation with the Recorder of Deeds.

      SECTION 5.C. Modification of the Plan. Subject to compliance with any
requirements imposed by any governmental authority having jurisdiction and the Act,
the Declarant (or any permitted assignee) shall have the right to make changes
in the proposed manner of development of any portion of the Community (whether or
not already made subject to this Declaration), including: the location, size,
type and configuration of any dwellings to be constructed thereon; the location
and layout of all streets,      roads, parking areas,      sidewalks, walkways and
pathways; the nature,      size and location of any Common Facilities,       including
the layout of any open space and vegetation; the nature and location of all or any
portion of the sewer or water systems intended to serve any portions of the Community;
and the location and configuration of all or any portion of the storm or other
drainage or retention systems.




                                    Page 21 of      27
                                   ARTICLE VI The Common
                         Facilities and Provisions Applicable
                         Thereto
     >



THE COMMON FACILITIES WILL BE PERMANENTLY RESTRICTED AGAINST FURTHER SUBDIVISION
EXCEPT AS SPECIFICALLY AUTHORIZED FOR RECREATIONAL PURPOSES BY
                     THE TOWNSHIP BOARD OF SUPERVISORS

      SECTION 6.A. Owner's Easement of Enjoyment. Every owner shall have the right
of ingress, egress and regress over and the right of enjoyment in and to the Common
Facilities which right shall be appurtenant to each Unit and shall pass with title
to every Unit subject, nevertheless, to the following provisions:

           1 . The right of the Association to make reasonable Charges and
Assessments for the use or any or all of the Common Facilities, and the obligation
of the Association under this Declaration to contribute to the expenses of
maintenance and repair of the Common Facilities.

           2. The right of the Association to suspend the voting rights and the right
of an Owner to use any of the Common Facilities after the Board of Directors
determines that the Owner has failed to pay in full any Assessment or has violated
any other of the rules and regulations of the Community Association.

           3. The right of the Association to declare or transfer all or any part
of the Common Facilities to any public agency, authority, or utility for those
purposes and subject to those conditions which may be agreed to by the Members. No
dedication or transfer or mortgaging shall be effective unless there has been
compliance with the Act and an instrument signed by eighty percent(80%) of the
Members (not including Units owned by the Declarant) entitled to vote agreeing
to the dedication, transfer or mortgaging has been executed.

           4. The right of the Association to limit or prescribe the number of kinds
of guests of Members or to make a charge for use of the Common Facilities by guests
of Members.

           5. The right of the Association to establish rules and regulations
governing the Property and the use of the Common Facilities.

           6. The free right and privilege of the Declarant at all times hereafter,
without let or hindrance,   to go upon any and all of the Property, including lands
conveyed or developed, and to construct, reconstruct, repair renovate or to
correct work to be done by themselves, their agents, servants, workmen or
contractors. This right of the Declarant shall expire four (4) years after the
conveyance by the Declarant in the ordinary course of business, of the last Unit
to an ultimate Unit purchaser other than the Declarant.

           7. An easement for the present and future installation and maintenance
of electric service, propane gas installation system,       if applicable, cable TV
service, telephone service, domestic water,         storm water and sanitary sewer,
drainage and other utility Facilities and the necessary appurtenances to the same
which easement shall run in favor of the Declarant,    the Association and the entity
or entities owning or operating these Facilities.

             8. A specific easement in favor of the Declarant, its agents,
servants,     licensees and invitees for the purposes incident to the process of
*        >



    construction and marketing of Units, provided, however, that this easement
    shall expire four    (4)   years after the conveyance by the Declarant in the
    ordinary course of business, of the last Unit to an ultimate Unit purchaser other
    than the Declarant.

          SECTION 6.B Non-Resident Owner's Use. In the event an Owner leases his Unit,
    the tenant of the Unit shall be entitled to use any of the Common Facilities located
    on the Property or otherwise available for use by all Owners; provided, however,
    that the tenant's right to use the recreation Facilities shall be deemed an
    assignment of the Owner's right to use these Facilities and shall preclude the
    non-resident Owner from also using these Facilities         (unless otherwise
    determined by the Board of Directors).

          SECTION 6.C No Waiver of Use. No Owner may exempt himself from liability
    with respect to the payment of Assessments levied by the Association, nor release
    the Unit owned by the Owner from the liens created for non-payment of Assessments,
    by waiver of the use or enjoyment of the Common Facilities, by abandonment of
    his Unit, by any conveyance or covenant severing the rights and benefits from
    the Unit, or otherwise. The obligation to pay Assessments is absolute and
    unconditional and, in addition to being a covenant running with the land,       is
    a personal obligation or each Owner and shall not be subject to setoffs or
    counterclaims.


                                      Page 22 of    27
      SECTION 6.D Alterations by Owner. No Owner may make any changes, additions,
improvements or alterations of any kind or do any work to any of the Common
Facilities. In no event may an Owner make any improvements or alterations which
would jeopardize the soundness or safety of any portion of the Property. No Owner
shall impair any easement or hereditament therein without the unanimous consent of
the Owners affected thereby and the approval by the Board of Directors.

      SECTION 6.E Obsolescence. In the event that the Board of Directors shall
determine that any Common Facility which is not part of a dwelling is obsolete, the
Board of Directors may call for a vote of the Members to determine whether or not
the property should be demolished and/or replaced. In the event that eighty percent
(80%)   of the Members,     and two-thirds    (2/3) of the eligible holders,
insurers and guarantors of first mortgage lien on the Units and with the prior written
consent of the Township,    shall determine that the property should be demolished
and/or replaced, the costs thereof shall be assessed equally against all of the
Members.

       SECTION 6.F Declarant's Assessment Obligations. Until such time as the
Association shall commence charging Assessments and so long as the Declarant shall
be absorbing the expenses of the Association, the Declarant shall not be obligated
to pay any Assessments for declared Units. Thereafter, Declarant shall only be
obligated to absorb the Association Assessment charges for Common Facility Expenses.

                                  ARTICLE VII The
                                     Association

       SECTION 7.A.    The Association.

           1. The Association is the governing body for all of the Members and
is responsible for the following:




                                   Page 23 of       27
                  a. Maintenance, repair, replacement, management,
                     operation and administration of the Common Facilities
                     subject to the provisions of this Declaration.

                  b. The Declarant and, thereafter, the Association shall
                     enter into a maintenance contract with a qualified
                     landscape contractor, person or entity to maintain the
                     common open space, stormwater management facilities which
                     Shall include mowing of any meadow for passive open space
                     regular inspections of any storm sewer outlets or other
                     improvements and maintenance of recreational equipment.

                  c. Provide or perform other services as permitted under
                     this Declaration.

            2. Nothing herein contained shall be construed so as to preclude the
Association from delegating these duties to a manager or agent or other persons,
firms or other corporations, subject to the authority of the Association.  In the
event that the Association, having delegated these duties, decides to terminate
professional management for the Community, this termination shall be subject to
the provisions of Section 7.C. hereof.

           3. The Common Expenses incurred or to be incurred for the maintenance,
repair, replacement, management, operation and use of the Common Facilities,
shall be assessed by the Association against, and collected from, the Members in
accordance with Article X hereof.        Expenses benefitting fewer than all of the
Units shall be assessed exclusively against the Units benefitted as Limited Charges.
All Owners upon acceptance of a deed to a Unit shall become Members of the Association
and shall be obligated to pay all applicable Assessments levied by the Association.

      SECTION 7.B.   Membership in Association.

           1. Except as otherwise provided, membership in the Association shall
be limited to the Owners of lots subjected to this Declaration and the Declarant.

           2. Every Member of the Association shall be entitled to all of
the rights and shall be bound by all of the obligations accompanying
membership; provided that any party who is holding an interest in a lot
merely as a security for the performance of an obligation shall not be a
Member.

          3. The Association shall have two       (2)   classes of voting
membership:

                Class A. Class A Members shall be all Owners of lots and each
assessable shall be entitled to a Class A vote.

                 Class B. The Class B Member shall be the Declarant and shall be
entitled to three (3) votes for each lot owned. The Class B Membership may be
freely assigned or transferred by Declarant in whole or in part.

     Each Class A Membership shall initially commence upon the recording of the
Declaration and shall be initially held by the Declarant or other title holder of
said lot at the time of recording. Thereafter,     the Membership




                                  Page 24 of     27
t          X



    shall transfer to each successive title owner of the lot as of the date and hour
    of the completion of settlement for the conveyance of the lot to the new Owner and
    that Owner's Membership shall terminate and transfer to his successor in title upon
    the date and hour of completion of settlement for the conveyance or such lot. Class
    B Membership shall commence upon the recording of the Declaration and shall cease
    and be converted to Class A Membership on the happening of either of the following
    events, whichever occurs earlier:       (I) when the total votes in Class A
    Membership exceeds the total votes outstanding in Class B Membership, or (ii)
    on July 1, 2006 For purposes of voting, it is assumed that, eventually, eighty
    five (85)units will ultimately be conveyed.

            4. When more than one person holds an interest or interests in any lot,
all of those persons shall be one Member collectively, and the vote for the lot shall
be exercised as provided in Section 7.C. hereof and in the Bylaws. In no event shall
more than one vote as described in Subsection 3 above be cast with respect to any
one lot. If a lot is owned by a corporation, joint venture, partnership or
unincorporated association, the natural person entitled to cast the votes of the
lot shall be designated on a certificate for that purpose, executed by the entity
pursuant to its governing documents. Notwithstanding any other provision of this
Declaration or the Bylaws, no action shall be taken or adopted by the Association
that would in any way affect any of the rights, privileges, powers or options of
the Declarant (including, but not limited to, development of the Property or the
marketing program of the Declarant) without the prior written approval of the
Declarant.

            5. A Member shall be deemed to be "in good standing" and "entitled to vote"
at any annual meeting or at any special meeting of the Association if, and only if,
he has fully paid all Assessments made or levied against him or against his lot by
the Board of Directors as hereinafter provided, together with all interest, costs,
attorney's fees, penalties and other expenses, if any, chargeable to him or against
his lot, at least ten (10) days prior to the date fixed for the annual or special
meeting.

           6. In the event that an Owner shall lease or permit another to occupy his
Unit in accordance with the provisions of this Declaration, the tenant or occupant
shall be permitted to enjoy the Common Facilities but shall not vote in the affairs
of the Association, except as the Owner shall permit the tenant or occupant to
exercise the proxy vote of the Owner.

           7. Every lawful transfer of title to a lot shall include membership in
the Association and, upon making the transfer, the previous Owner's membership
shall automatically terminate. Except as otherwise expressly provided, membership
in the Association may not be assigned or transferred without the transfer of legal
title to the lot and any attempt at assignment or transfer thereof shall be void and
of no effect.

           8. Membership in the Association shall automatically terminate when an
Owner sells,   transfers or otherwise conveys his lot.

                     9. Cumulative voting shall not be permitted for any reason.


               SECTION 7.C.   Board of Directors.     Subject to the provisions of   this
      J.


Declaration and the Bylaws, the Board of Directors shall have the power to act on
behalf of the Association. The initial Board of Directors under this Declaration
shall consist of three (3) members appointed,       removed and replaced from time to
time by the Declarant without the necessity of obtaining resignations. The initial
three    (3) directors shall be selected by the Declarant, and are not required to
be members of the Association. Not later than sixty (60) days after conveyance
of twenty-five percent (25%)      of the total number of lots provided for herein to
lot owners other than the Declarant, one (1) member of the Board of Directors
shall be elected by Owners of lots other than the Declarant making a four (4) member
Board of Directors. Not later than sixty (60)days after conveyance of fifty percent
(50%) of the total number of lots provided for herein to lot owners other than the
Declarant, one     (1) additional member of the Board of Directors shall be elected
by Owners of lots other than the Declarant making a five (5) member Board of
Directors. Sixty (60) days after conveyance of 75% of the total number of lots
provided for herein, Declarant's control shall terminate and all members of the
Board of Directors shall be elected by Owners of lots other than the Declarant. At
said time, a Board of Directors consisting of five (5) members, all of whom shall
be members, shall be elected by Owners subject to representation requirements
outlined in the Bylaws .

               SECTION 7.D. Association Maintenance Responsibilities.

            1. The Association shall provide, only to the extent limited below (or
as otherwise determined by the Board of Directors), maintenance, repair and
replacement of the Common Facilities including all storm water management and erosion
control Facilities associated with the detention basins located in the Common
Facilities.




                                         Page 25 of    27
           2. The Association shall also provide those services and perform
responsibilities as enumerated in Section 6.

            3.Any costs incurred by the Association in connection with any of the
foregoing maintenance, repair or replacement      items which may arise in connection
with the negligence of the Owner or occupant of any particular Unit shall be charged
to the Owner(s).

            4. Specific Responsibilities relative to Stormwater Management
Facilities. Neither the Association nor any Unit Owner shall directly or indirectly
alter or change the grade,    contours or configuration of the detention basins or
other Stormwater Management Facilities located on any Unit or in the Common Open Space
or conduct any activity thereon which may obstruct or interfere with the proper
functioning thereof or which may tend to damage such Stormwater Management
Facilities, and neither the Association nor any Unit Owner shall directly or
indirectly construct or cause or permit to be constructed any building,    structure,
driveway or improvement, whether temporary or permanent on any Stormwater
Management Facilities which may interfere with the proper functioning of or tend to
damage such Stormwater Management Facilities.

            If requested or required by the Township,     the Declarant or the
Association shall dedicate to the Township (and/or join with the Declarant and/or
the Association in dedicating to the Township) an easement over and across the land
on wich such Stormwater Management Facilities are located and/or convey to the
Township   (or join with the Declarant or the Association




                                   Page 26 of     27
in conveying to the Township) ownership of any surface or subsurface stormwater
drainage pipes, conduits,     culverts or other equipment or like facilities as may
be located on such land. The Township shall have no obligation to accept dedication
of any such facilities and may elect to accept or not to accept dedication of such
facilities in its sole and absolute discretion. Any such conveyance to the Township
shall be without compensation to any Unit Owner, the Declarant or the Association.
The conveyance of the Common Open Space to the Association is expressly made under
and subject to this reservation.


                                    ARTICLE VIII
                                     Insurance

      SECTION 8.A. Liability. The Board of Directors shall obtain or cause to be
obtained "broad-form" comprehensive public liability and property damage
insurance, including medical payments insurance, covering liability for loss or
damage to persons or property arising out of or in connection with the use,
ownership or maintenance of the Common Facilities in those amounts, against those
risks and in those insurance companies which the Board of Directors from time to
time shall determine, but in no event less than One Million        ($1,000,000.00)
Dollars for bodily injury,    including deaths of persons and property damage
arising out of a single occurrence. This insurance shall include protection
against liability for property of others, and all other risks which are customarily
covered in similar communities. All liability insurance contracts shall contain
severability of interest provisions and cross liability endorsements to cover
liabilities of the Association or the Owners as a group to an Owner.

      SECTION 8.B.   Property.

           1. The Board of Directors shall obtain or cause to be obtained "master"
or "blanket" "all-risk" hazard and, if applicable, flood, insurance coverage
covering damage to property, insuring all of the Common Facilities, including
fixtures and equipment therein and thereof, and including all personal property
owned by the Association    (the "Insured Property",     but shall not cover any
dwellings. Premiums for the hazard insurance coverage carried by the Association
shall be part of the Common Expenses for which Assessments are levied against the
Units.

           2. Each Owner shall be individually responsible for maintaining all risk
hazard, and, if applicable,      flood,    insurance coverage for his Unit and for
all personal property of the Owner in an amount equal to the maximum insurable
replacement value.   In the event of damage or destruction of any Unit, the Owner
shall be responsible to promptly file and settle the claim with their individual
carrier and to repair and/or rebuild in the most expeditious manner.

      SECTION 8.C.   General Insurance Provisions.

            1. All policies shall be purchased by the Association for the benefit
of the Association,     Board of Directors,     all Owners,   and their mortgagees,
as their interests may appear, however,         the Association shall be the named
insured and it shall not be necessary to name the Board of Directors or the Owners:
however, mortgagee endorsements may be issued upon request. The company or
companies with whom the Board of Directors shall
place its insurance coverage,    as provided in this Declaration, must be qualified
and reputable, authorized to do business in the Commonwealth of Pa. and rated
as Excellent by A.M. Best Company, Inc. in its Key Rating Guide:            "Property
Casualty" or a comparable rating if Best shall no longer be in existence. Premiums
for insurance coverage and other expenses related to insurance shall be paid by
the Board of Directors and charged to ail Owners as a Common Expense. All policies
shall provide that they may not be canceled or substantially modified, by any party,
without at least ten (10) days prior written notice to the Association and to each
holder, insurer or guarantor of a first mortgage lien listed in the insurance
policies. In addition, policies shall provide for the following: a waiver of the
right of subrogation against Owners individually; the insurance shall not be
prejudiced by any act or neglect of the individual Owners which is not in the control
of the Owners collectively; and the policy is primary in the event the Owner has
other insurance covering the same loss. Policies shall be deposited with the Board
of Directors. Policies shall provide that all insurance proceeds payable on
account of loss or damage shall be payable to the Association. The duty of the Board
of Directors, shall be to receive the proceeds which are paid and hold the same
for the purposes elsewhere stated herein and for the benefit of the Association.

            2. The types and amounts of insurance coverage described in this Article
VIII are minimal for 2000 based upon the standards set forth in the Act. The Board
of Directors shall review, at least annually, all insurance coverage carried
pursuant to this Declaration to evaluate this coverage with respect to its
compliance with this Declaration and standards set by FNMA and HUD, as well as
with respect to what is reasonably appropriate coverage for communities comparable
to    BRINTON STATION PLANNED COMMUNITY.      In the event the Board of Directors
determines after its review and evaluation that the insurance coverage required


                                 Page 27 of     27
hereunder is not consistent with the requirements or standards set by FNMA, or
HUD, or otherwise reasonably appropriate coverage when comparable to the Property,
the Board of Directors shall have the power to deviate from the specific provisions
of this Article VII only to the extent of providing consistent and reasonably
appropriate coverage; provided the Board of Directors shall provide the Owners and
their mortgagees at least thirty     (30)    days prior written notice of any
deviation.

       SECTION 8.D.    Damage or Destruction:   Repair or Replacement.

      Where a loss or damage occurs to any portion of the Common Facilities, it shall
be an obligation of the Association to repair and restore the damage caused by the
loss unless the Community is terminated, repair or replacement would be illegal
under any state or local health or safety statute or ordinance or, with respect
to the Common Facilities only, at least eighty percent        (80%) of the members,
and two-thirds     (2/3)   of the eligible holders,      insurers and guarantors of
first mortgage lien on the Units, vote not to rebuild. In the event of such loss
or damage:

            1. The Board of Directors shall promptly obtain reliable and detailed
estimates of the cost of repair and restoration and shall have the right and
obligation to negotiate and contract for the repair and restoration of the Common
Facilities.

           2. If the net proceeds or the insurance are insufficient to pay for the
estimated cost of repair and restoration    (or for the actual cost thereof if the
work has actually been done),    the Board of Directors shall
   t




promptly, upon determination of the deficiency, levy a special Assessment
against all Owners for that portion of the deficiency which is attributable to the
cost of repair and restoration of the Common Facilities. The special Assessment
funds shall be added by the Board of Directors to the insurance proceeds available
for the repair and restoration.

           3. In the event the insurance proceeds are sufficient to pay for the
cost or restoration and repair, or in the event the insurance proceeds are
insufficient, but additional funds are raised by special Assessment,      so that
sufficient funds are on hand to fully pay for the restoration and repair, then
no mortgagee shall have the right to require the application or insurance proceeds
to the payment of its loan.

      SECTION 8.E. Association's Power to Compromise Claim. The Board of Directors
is hereby empowered to compromise and settle claims arising under insurance policies
purchased by the Association, and to execute and deliver releases therefor, upon
the payment of claims.

     SECTION 8.F. Other Insurance. The Board of Directors shall also obtain the
following insurance coverage and endorsements as may be applicable to the Common
Facilities, ail premiums for which are to be charged as Common Expenses:

            1. Workmen's compensation policy to meet the requirements of law.

           2. Directors' and Officers' liability and any other insurance which
the Board of Directors shall deem necessary to satisfy the indemnification
obligation of the Association as provided in Article XIII of this Declaration.

           3. All other insurance which the Board of Directors shall determine from
time to time to be necessary or desirable.

      If available, and where applicable,    the Board of Directors shall endeavor
to obtain policies which provide that the insurer waives its right of subrogation
as to any claims against Owners,   the Association,    the Board of Directors and
their respective servants, agents and guests.

      SECTION 8.G. Limitation of Liability. Notwithstanding the duty of the Board
of Directors to maintain and repair parts of the Common Facilities, the Board of
Directors shall not be liable for injury or damage caused by the failure of the
Board of Directors to maintain or repair the same, except to the extent of the
proceeds of insurance carried by the Board of Directors and collected and received
therefor.

       SECTION 8.H.   Use and Insurance Premiums.

            1. No Unit shall be used or kept in a manner which will in any way
increase fire, liability or other insurance premiums payable by. the Association,
or any other Owner without the prior written permission of the Board of Directors,
which permission shall be conditioned upon the Owner of the Unit being required
to bear the full amount of any increase in premiums payable by the Association.
No Unit or any part of the Property shall be used, occupied or kept in any manner
which would violate any law,   statute, ordinance or regulation of any governmental


                                 Page 28 of     27
body or which would lead to the cancellation of any insurance policy or policies
on the Property.




                               Page 29 of     27
           2. To the extent that the use of a Unit by an Owner is otherwise than
permitted hereunder,   the Association shall have the right to charge the Owner for
any increase in insurance premiums payable by the Association occasioned thereby.

                                     ARTICLE IX
                                      Easements

      SECTION 9.A.    Utilities. All of the Property subject to this Declaration
shall be subject to an easement for the present and future installation and
maintenance of electric service, master and/or cable television service, telephone
service, water service, storm water and sanitary sewage services, natural and
propane gas service and other utility services and the Facilities and appurtenances
necessary to the same, which easement shall run in favor of the Declarant, the
Association and the entity or entities owning or operating these Facilities and
providing the aforementioned services The Board of Directors shall have the right
to grant to third parties additional utility easements as shall be deemed reasonable
by the Board of Directors in connection with supplying utility services to the Units
or the Common Facilities or to      BRINTON STATION PLANNED COMMUNITY.

      SECTION 9.B. Association and Board of Directors Access. The Association and
its Board of Directors, officers, management,           agents and employees, shall
have the irrevocable right and easement over, through and upon all of the Property
for the following: to have access to each Unit as may be necessary for the inspection,
maintenance, repair or replacement of any of the Common Facilities accessible
therefrom; to abate any violation of law, orders, rules or regulations of the
Association or of any governmental authorities having jurisdiction thereof or this
Declaration or to maintain, repair or replace the Common Facilities and Controlled
Facilities.     The Association and its Board of Directors shall have the right to
grant permits, licenses and easements over and through the Common Facilities for
utilities, rights-of-way, and other purposes reasonably necessary or useful for
the proper maintenance and operation of the Common Facilities.

      SECTION 9.C.    Declarant's Easement for Marketing. The Declarant or other
builders reserve the right with respect to the marketing of Lots and dwellings
constructed thereon to use the Common Facilities and, to the extent not already
conveyed to purchasers, for the ingress and egress of itself, its officers,
employees, agents, contractors and subcontractors and for prospective purchasers
to park on Lots other than those Lots already conveyed to Owners. The Declarant
shall also have the right,    in connection with the marketing of Lots and dwellings
constructed thereon, until the conveyance of the last lot it owns in the Community,
to erect signs on the Common Facilities or on those Lots not already conveyed to
purchasers. Any damages to the Common Facilities resulting from this easement shall
be repaired by the Declarant within a reasonable time after the completion of its
sale of all of the Lots and dwellings constructed thereon in the Community or
termination of the use of the Common Facilities, whichever shall first occur The
Declarant agrees to indemnify and to hold the Association harmless from all
liabilities resulting from the use of the Common Facilities in conjunction with the
marketing of Lots and dwellings constructed thereon The rights reserved for the
Declarant by this Section 9.C. shall remain in effect for as long as the Declarant
shall remain the Owner of a lot in the Community. This section shall not be amended
without the prior written consent of the Declarant.
      SECTION 9.D.    Declarant's Easement for Construction. The Declarant reserves
the right and privilege without let or hindrance with respect to the construction
of the improvements, dwellings, and Common Facilities to go upon any and all of
the Property for purposes of construction, reconstruction, maintenance,      repair,
renovation,    replacement or correction of the Common Facilities,     improvements,
dwellings    (including without limitation, to change the grade of any portion of
the Property and/or to install utilities and/or to install drainage control devices
so as to control possible drainage and/or runoff of storm water in connection with
the development of the Property or adjacent lands.) The Declarant agrees to
indemnify and hold the Association harmless from liabilities resulting from the
exercise of this easement. The rights hereby reserved for the Declarant shall expire
two   (2) years after conveyance by Declarant in the ordinary course of business
of the last Unit to an ultimate Unit purchaser other than Declarant. This Section
shall not be amended without the written consent of the Declarant. Declarant's
easement for construction pursuant to this Section 9.D. is not a warranty and this
provision shall not, in any way, be construed to apply, expand, or supplement
any homeowners' or builder's warranties on any dwelling.

      SECTION 9.E. Easement to Maintain or Repair Common Facilities. The
Association shall have an irrevocable right and easement, in favor of its Board
of Directors, officers, agents and employees to access to the Common Facilities
which are within the Community, which access may be necessary for the inspection,
maintenance, repair or replacement of the Common Facilities.

      SECTION 9.F. Continuing Easements. The foregoing easements in Sections
9.A.,    9.B.,   9.C.,   9.D. and 9.E. shall run with the land and inure to the
benefit of and be binding upon the Association, each Owner, and each holder,
insurer or guarantor of a first mortgage lien, tenant, occupant or other person
having any interest in any Unit or in the Common Facilities at the time of reference.


                                 Page 30 of       2 7
                         ARTICLE X Assessment Obligations
                                     of Owner

      SECTION 10.A. Owner's Assessment Obligation. Each Owner of any Unit, by
acceptance of the deed therefor, whether or not it shall be so expressed in the
deed or other conveyance, shall be deemed to covenant and agree to pay to the
Association (in addition to any other Charges or Costs levied by the Association
pursuant to this Declaration)     in accordance with the terms hereof, all
Assessments, including, but not limited to:      (a) regular Assessments to be made
due and payable on a periodic basis as reasonably determined from time to time by
the Board of Directors based upon the budget of the Association;        (b)    special
Assessments which shall be fixed, established and collected from time to time as
provided in this Declaration; (c) any other Charges or Assessments for what may
be determined from time to time by the Association to be Common Facilities Expenses,
Controlled Facilities Expenses or Limited Charges; and (d) any interest charges,
penalties or fines levied by the Board of Directors for non-payment of Assessments
or for non-compliance with the terms and provisions of this Declaration,    the Bylaws
or any rules or regulations created by the Board of Directors. Except for Limited
Charges, all regular and special Assessments imposed pursuant to this Declaration
for Common Expenses shall be imposed equally for each Unit. The regular and special
Assessments and Limited Charges,      together with any interest thereon, fines,
late charge and cost of
   collection thereof, as hereinafter provided,        shall be a charge on the land
   and shall be a continuing lien upon the property against which each Assessment
   is made from the time the Assessment,    fines, late charge or cost of collection
   become due. Each Assessment, together with interest thereon, fines,           late
   charges and cost of collection thereof as hereinafter provided shall also be the
   personal obligation of the Owner who was the Owner of the Unit at the time when
   the Assessment becomes due.

       SECTION 10.B. Owner's Negligence. Each Owner shall be obligated to
  reimburse the      Association for any expenses incurred by it in repairing or
  replacing any part or parts of the Common Facilities damaged by his act, omission
  or negligence or by the act, omission or negligence of his tenants, agents,
  guests or licensees, promptly upon receipt of the Association's statement
  therefore.

        SECTION 10.C. Surplus Funds. Any Common Surplus of the Association
  remaining after payment of or provision for Common Expenses and any prepayment
  of reserves shall be credited to the Owners to reduce their future assessments
  in accordance with the Act.

        SECTION 10.D. Time of Payment. The obligation to pay Assessments levied
  against a Unit by the Association shall commence on the date the Association makes
  the initial regular Assessment. Until that time, the Declarant shall pay all
  expenses, if any, for the Association. Thereafter, except as otherwise provided
  in this Declaration, payment by the Owner of assessments shall be made at the
  discretion of the Board of Directors, provided that all regular and special
  Assessments shall be declared by the Board of Directors and made due and payable
  on a periodic basis. The failure of the Board of Directors to formally declare
  any assessment shall result in the regular Assessments for the immediately
  preceding year being the regular annual Assessment applicable to and due and
  payable for the next year.

       SECTION 10.E. Lien for Assessment. All Assessments and Charges chargeable
 to any Unit including all fines, fees, charges, late charges, interest and
 costs of collection (including attorneys' fees) thereof, and penalties
 levied for non-compliance with this Declaration, the Bylaws and rules and
 regulations of the Association shall constitute a lien against the Unit in favor
 of the Association provided that all fines, fees, charges, late charges,
 interest, costs of collection (including attorneys' fees) thereof and penalties
 shall be subordinate to the lien of any first mortgage on a Unit. Except for
 Assessments payable in installments, the claim of lien shall include only those
 sums which are due and payable when the claim of lien is recorded and shall be
 signed and verified by an officer or agent of the Association. If an Assessment
 is payable in installments and one or more installment is not paid when due, the
 entire outstanding balance of the Assessment becomes effective as a lien from the
 date of the delinquent installment. Upon full payment of all sums secured by the
 lien and a preparation fee, the party making payment shall be entitled to a
 recordable satisfaction of lien to be recorded at his sole expense.

      SECTION 10 F. Effect of Non-Payment of Assessment. The Board of Directors
may assess fines, late charges and costs of collection (including attorneys' fees)
and the Board of Directors shall also have the right to charge a delinquency
assessment as established from time to time by the Board of Directors, against any
Owner whose Assessments are delinquent for a period exceeding ten (10) days from
the due date. Any Assessment or
installment thereof not paid within sixty (60) days after the due date shall bear
interest from the due date at the rate of fifteen percent     (15 %)   per annum or
at a higher rate permitted by law which the Board of Directors shall determine from


                                 Page 31 of     2 7
time to time. The Board of Directors shall have the right to accelerate payment
of all remaining proposed annual payments of any regular Assessments for the
remainder of the fiscal year or of special assessments.   In addition to any other
remedies available to the Association in the event of non-payment of Assessments,
the Association shall have the right to revoke the rights of the Owner in the
Association.

       SECTION 10.G. Method of Enforcing Collection of Assessments.

            1. Any Assessment charged against a Unit, may be enforced by a lawsuit
brought by the Board of Directors on behalf of the Association and/or the Owners
in an action at law or in equity against the Owner personally obligated to pay the
same, or by executing the lien described in Section 10 E. against the Unit,        in
like manner as a mortgage against real estate, or both, and it may seek whatever
other remedy is available at law or in equity to collect. In addition to these rights
and remedies available to the Association, the Association shall have the right
to revoke the rights of an Owner in the Association,     including the right to vote;
provided the Association shall provide written notice of this revocation and an
opportunity for the defaulting Owner to be heard before the Board of Directors. The
decision of the Board of Directors shall be final. Any judgment against a Unit and
its Owner shall be enforceable in the same manner as is otherwise provided by law.
Attorneys' fees, court costs and collection expenses incurred by the Board of
Directors incident to the collection of any assessment; or the enforcement or any
lien, together with all sums advanced and paid by the Board of Directors for taxes
and payments on account of superior liens which may be required to be advanced by
the Board of Directors in order to protect its-lien, shall be payable by the Owner
and secured by the lien.

            2.   IN CONNECTION WITH THE POWER OF THE ASSOCIATION TO COLLECT ANY UNPAID
ASSESSMENTS,    EACH OWNER   (BY THE ACCEPTANCE OF THE DEED TO A UNIT) SHALL BE DEEMED
TO HAVE APPOINTED ANY ONE OR MORE OF THE MEMBERS OF THE BOARD OF DIRECTORS OR ANY
ATTORNEY ACTING ON BEHALF OF THE BOARD OF DIRECTORS AS THE OWNER'S ATTORNEY-IN-FACT
TO APPEAR FOR THE OWNER'S IN ANY COURT OF COMPETENT JURISDICTION IN PENNSYLVANIA
TO CONFESS JUDGEMENT AGAINST THE OWNER FOR ANY UNPAID ASSESSMENT OR CHARGE.       THIS
APPOINTMENT,    GIVEN AS SECURITY FOR THE PAYMENT OF ALL ASSESSMENTS,        SHALL BE
irrevocable FOR PURPOSES OF CONFESSING JUDGMENT,       A COPY OF THIS SECTION 10 AND
COPY OF THE DEED OF THE OWNER,    BOTH VERIFIED BY AFFIDAVIT,     SHALL BE SUFFICIENT
WARRANT. THE AUTHORITY TO CONFESS JUDGMENT GRANTED BY THIS SECTION 10.G.2 SHALL
NOT BE EXHAUSTED BY ANY EXERCISE THEREOF,      BUT SHALL CONTINUE FROM TIME TO TIME
AND AT ALL TIMES WHILE THIS DECLARATION EXISTS.


                                     ARTICLE XI Use
                                      Restrictions

     SECTION 11.A. Use Restrictions. Except as used by the Declarant in
connection with its construction and marketing of Units in the Community, each Unit
shall be subject to the following restrictions:

              1 Each Unit shall be used for residential purposes consistant with
zoning.

           2 No Unit shall be used so as to create a nuisance or an unreasonable
interference with the peaceful possession and occupation or proper use of any other
Unit or the Common Facilities.

            3 Except for work     done by the Declarant in connection with the
construction and marketing of     new dwellings, nothing shall be built, caused to be
built or done in or to any Unit   which will alter or cause any alteration to the Common
Facilities without the prior      approval of the Association.

            4 Each Unit shall be maintained by the Owner or occupant in a safe, clean
and sanitary manner and condition, in good order and repair and in accordance with
all applicable restrictions, conditions, ordinances, codes and any rules or
regulations which are applicable hereunder or under law.

           5 No Owner or occupant of any Unit shall carry on, or permit to be
carried on, any practice which unreasonably interferes with the quiet enjoyment
and proper use of another Unit or the Common Facilities by the Owner or occupant
of any other Unit, or which creates or results in a hazard or nuisance on the
Property.

            6 No Owner or occupant may obstruct the Common Facilities in any way.
No Owner or occupant may store anything in or on the Common Facilities without the
prior written consent of the Board of Directors.

            7 No portion of the Property shall be used or maintained as a dumping
ground for rubbish, trash, new or used lumber or wood, metal scrap, garbage or other
waste, except that these materials may be kept in the dwelling or in areas of the
Property designated for this purpose by the Declarant (in connection with its



                                    Page 32 of       2 7
construction) or the Board of Directors; provided these materials shall be kept
in sanitary containers and in a clean and sanitary condition. These containers shall
be placed for collection only in those designated areas and only on the day the refuse
material is to be collected. Empty containers shall be removed promptly after
collection.

            8 No Owner or lawful occupant shall leave any non-operating vehicle or
vehicle not currently registered and licensed and having a valid and current state
motor vehicle license inspection certification to be operated on or about the
Property.

            9 Driveways and streets and other exterior parking areas on the Property
shall be used by Owners and occupants for four wheel passenger vehicles only. No
recreational vehicles over twenty feet (20') in length, boat trailers, boats,
mobile homes, campers commercial vehicles not used in ordinary day-to-day
transportation (as further described herein), or tractor trailers, shall be
permitted to be parked on a Lot or in the Common Facilities.       Recreational
vehicles, trailers, trucks, boats or commercial vehicles may be permitted to be
parked entirely within garages with closed doors. Commercial vehicles are defined
as a vehicle with more than two (2) axles or more than four (4) tires or has
exposed equipment, inventory or supplies or has a gross vehicle weight in excess
of five thousand (5000) pounds or has excessive lettering in excess of four      (4)
square feet (including the blank space between letters) on either front door or
has
commercial lettering located other places on the vehicle.

           10 No motor vehicle including but not limited to, mini-bikes,
snowmobiles and motorcycles, may be driven on the Property (other than on streets
and driveways) by any Owner, occupant or guest.

           11 No antennae or satellite dishes may be permitted subject to prior
Association approval as guided by the Federal Telecommunications Act.

            12 No Unit Owner shall permanently house or maintain any dangerous
animals and shall be limited to two (2) domestic house pets. Each Unit Owner shall
be limited to a maximum of two (2) dogs or two (2) cats.

            13 Permanent signage shall be restricted to numerals and names on
mailboxes and/or homes which are to be consistent with the designated mailing address
established for the purpose of facilitating compliance with the Township or County
administered emergency response system, including the use of the Oil emergency
response system.

           14 No fencing shall be installed upon any Lot with the exception of post
and rail with or without non-obtrusive chicken wire and not to exceed a height of
four feet (4') and in strict compliance with any and all Township ordinances and
regulations.

           15 No above ground pools shall be maintained upon any Lot with the
exception of small baby pools, hot tubs or spas.

                              ARTICLE XII Compliance
                                   and Default

      SECTION 12.A.   Compliance and Default.

           1. Each Owner shall be governed by and shall comply strictly with the
terms, covenants, conditions and restrictions of this Declaration, the Bylaws
and any rules and regulations adopted pursuant thereto, and the same as they may
be amended from time to time.

            2. The Board of Directors shall have the power to adopt, amend and enforce
compliance with, all reasonable rules and regulations relative to the operation,
use and occupancy of the Units and Common Facilities consistent with the provisions
of this Declaration, including, but not limited to enforcement procedures and
penalties for violations of this Declaration, the Bylaws or any rules or regulations
which the Board of Directors shall deem appropriate. Any rules and regulations shall
be adopted or amended, from time to time, by means of appropriate resolutions duly
approved by the Board of Directors in accordance with the Bylaws. A copy of these
rules and regulations and copies of any amendments thereto shall be delivered or
mailed to each Owner or occupant of a Unit promptly after the adoption thereof and
shall become binding upon all Owners, their successors in title and assigns, and
occupants of Units.

            3. Failure or the Owner to comply therewith shall entitle the Association
or Owners to the remedies provided in this Declaration, and also to the other
remedies provided in this Article XII, none of which shall be exclusive of any other
remedies.
      SECTION 12. B. Suits. Failure to comply with the terms of this Declaration,
the Bylaws and any rules and regulations adopted pursuant thereto, and the same


                                 Page 33 of     2 7
as they may be amended from time to time, shall entitle the Association or any
aggrieved Owner to sue for the recovery of damages or for injunctive relief, or
both. This relief shall not be exclusive of other remedies provided by law.

      SECTION 12.C. Costs and Attorneys Fees. In any proceeding arising because
of an alleged failure of an Owner to comply with the terms of this Declaration, the
Bylaws and any rules and regulations adopted pursuant thereto, and the same as they
may be amended from time to time, the prevailing party shall be entitled to recover
the costs of the proceeding and reasonable attorney's fees; provided, however,
that no costs or attorneys' fees may be recovered against the Board of Directors
in any action unless the Court shall first expressly find that the Board of Directors
acted in bad faith.

      SECTION 12.D. No Waiver of Rights. The failure of the Declarant, the Board
of Directors, or any Owner to enforce any covenant, condition, restriction or other
provision of this Declaration, the Bylaws or any rules and regulations adopted
pursuant thereto, shall not constitute a waiver of the right to do so thereafter.

      SECTION 12.E. Complaint and Hearing Procedure. Actions By Owners. No Owner
or occupant shall have the right to object, challenge, commence any suit at law
or in equity or take any other action under any act, power or authority now in force
or hereafter to be enacted except after following the procedures established by the
Board of Directors by rule or regulation consistent with the provisions of this
Section. The Board of Directors, or a committee appointed by the Board of Directors,
shall hear complaints from Owners or occupants of alleged violations of this
Declaration,    (other than violations with respect to assessment obligations), the
Bylaws and any rules and regulations of the Association. The Board of Directors,
or a committee appointed by the Board of Directors, shall hold a hearing on any
complaint within thirty (30) days after the receipt by the Board of Directors of
a formal written notice of complaint from an Owner or occupant. A decision shall
be issued in writing by the Board of Directors within ten (10) days after the
conclusion of the hearing. The Board of Directors shall have the right to establish
various rules and procedures governing the operation and administration of the
complaint and hearing process and the enforcement of this Declaration, the Bylaws
and any rules and regulations. Unless the internal remedies provided by this Section
and the rules and regulations promulgated by the Board of Directors shall be expressly
waived by the Association, or the Association fails or refuses to act, no action
at law or in equity shall be commenced by any Owner or occupant until these internal
remedies are pursued to exhaustion. Any action by an Owner or occupant against any
other Owner or occupant arising out of any term.,    covenant or condition contained
in this Declaration, the Bylaws or any rules or regulations made pursuant thereto
shall be subject to the same procedures. In hearings before the Board of Directors,
or a committee appointed by the Board of Directors, all parties shall be entitled
to be represented by Counsel.

           ARTICLE XIII Indemnification of Officers, Members of the Board
                          of Directors and Committee Members
      SECTION 13.A. Indemnification of Officers. Members of the Board of Directors
and Committee Members. The Association shall indemnify every member of the Board
of Directors, officer and committee member, his heirs, executors and
administrators, against all loss, costs and expenses, including counsel fees,
reasonably incurred by him in connection with any action, suit or proceeding to
which he may be made a party by reason of his being or having been a member or the
Board of Directors, officer or a committee member of the Association, except as
to matters to which he shall be finally adjudged in the action, suit or proceeding
to be liable for gross negligence or willful misconduct. In the event of a
settlement, indemnification shall be provided only in connection with those matters
covered by the settlement which the Association is advised by Counsel that the person
to be indemnified has not been guilty of gross negligence or willful misconduct in
the performance of his duty as a member of the Board of Directors, officer or
committee member in relation to the matters involved. The foregoing rights shall
not be exclusive of other rights to which the member of the Board of Directors, officer
or committee member may be entitled. All liability, loss, damage, cost and
expense incurred or suffered by the Association by reason of or arising out of or
in connection with the foregoing indemnification provisions shall be treated by the
Association as Common Expenses; provided, however, that nothing contained in this
Article shall obligate the Association to indemnify any Member, who is or has been
a member of the Board of Directors, an officer or a committee member with respect
to any duties or obligations assumed or liabilities incurred by him under and by
virtue of his membership in the Association.

                                     ARTICLE XIV
                                      Amendments

     SECTION 14.A. Generally. Subject to the ether provisions of this Declaration
relative to amendment and the provisions of the Act, this Declaration may be amended
in the following manner, provided however, that any other provision of this
Declaration setting forth other conditions of amendment shall take precedence.




                                  Page 34 of     2 7
      SECTION 1 5.B. Notice. Notice of the subject matter of a proposed amendment
shall be included in the notice of any meeting of the Board of Directors in which
a proposed amendment is considered, and shall be served upon all Members in the manner
hereinafter provided for service of notices.

      SECTION 14.C. Resolution. An amendment may be proposed by either the Board
of Directors or by at least twenty percent (20%) of the Members of the Association.
No resolution of the Board of Directors adopting a proposed amendment shall be
effective unless it has the affirmative vote of at least sixty-seven percent (67
%) of the votes of those Members voting on the Resolution.

      SECTION 14.D. Agreement. In the alternative, an amendment may be made by an
agreement signed and acknowledged by the members to which at least sixty-seven
percent (67%) of the votes in the Association are allocated in the manner required
for the execution of a deed. This amendment shall be effective when recorded.

      SECTION 14.E. Proviso. No amendment of this Declaration shall make any
change which would in any way affect any of the rights, privileges, powers and
options of the Declarant unless the Declarant shall join in the
execution of the amendment. Subject to any limitations in the Act, the Declarant
may unilaterally amend this Declaration or the Bylaws or the Plans in any manner
until such time as the Declarant has sold seventy-five percent (75%) of the Lots
within the Community.

      SECTION 14.F. Execution and Recording. A copy of each amendment shall be
attached to or included with a certificate which certifies that the amendment was
duly adopted; this certificate shall be executed and acknowledged by the officers
of the Association with ail the formalities of a deed. The amendment shall be
effective when the certificate and copy of the amendment are recorded in the Office
of the Recorder of Deeds in and for Chester County.

      SECTION 14.G. Correcting Errors. If any amendment to this Declaration or the
Bylaws is necessary in the judgment of the Board of Directors to cure an ambiguity,
or correct or supplement anything appearing or failing to appear therein which is
defective, missing or inconsistent with anything in either this Declaration or the
Bylaws, or if the amendment is necessary to conform to the requirements of FNMA
or HUD, with respect to comparable communities, the Declarant (while it owns a
Unit in the ordinary course of its business) or the Board of Directors may, at
any time and from time to time, effect an appropriate corrective amendment without
the approval of the Owners or the holders, insurers or guarantors of any first
mortgage liens on all or part of the Property upon receipt by the Declarant or Board
of Directors of an opinion of counsel to the effect that the proposed amendment is
permitted by the terms of this Section and the Act, together with a like opinion
from an independent registered architect or licensed professional engineer, in the
case of an amendment to the Plan. Each amendment shall be effective upon its recording
pursuant to Section 11.F hereof.

                              ARTICLE XV Duration and
                                    Termination

      SECTION 15.A. Duration. The covenants and restrictions of this Declaration
shall nun with and bind the land in perpetuity unless terminated by a vote of not
less than eighty percent (80%) of the Members subjected hereto and with the prior
written consent of the Township, evidence of which shall be recorded.

      SECTION 15.B. By Unanimous Agreement. This Declaration may be terminated at
any time by the unanimous agreement, in writing, in the form of a Deed of
Revocation, executed by all of the Owners, and the Declarant while it owns a Unit
within the community, East Fallowfield Township and by the holders, insurers and
guarantors of ail first mortgages, judgment or other liens affecting the Units. This
Deed of Revocation shall become effective upon being recorded.

                                    ARTICLE XVI
                                       Notice

      SECTION 16.A. Notice. All notices required to be served upon Owners pursuant
to this Declaration or the Bylaws shall be sufficient if delivered to the Unit or
mailed to the Owner at the Unit mailing address by regular mail. The effective date
of a notice shall be the date of delivery to the Unit in the case of actual delivery
and a date five (5) days after deposit in the mail in the case of notice sent by
mail.
                        ARTICLE XVII Rights of Holders, Insurers
                         and Guarantors of First Mortgage Liens

      SECTION 17. A. Eligibility. A holder, insurer or guarantor of a first
mortgage lien on a Unit in the Property shall be required to provide to the Association
a statement of its name, address and the Unit against which it holds, insures,
or guarantees the first mortgage lien in order to be an eligible holder, insurer
or guarantor as those terms are used in this Declaration and thereby entitled to
the rights set forth in this Article XVII and elsewhere in this Declaration.


                                  Page 35 of      2 7
      SECTION 17.B. Notices to Eligible Holder, Insurer, or Guarantor or First
Mortgage Liens. Upon written request to the Association, identifying the name and
address of the eligible holder, insurer or guarantor of a first mortgage lien and
the number or designation of the particular Unit, any eligible holder, insurer
or guarantor of a first mortgage lien on a Unit, shall be entitled to timely notice
of:

           1. Any condemnation, loss or any casualty loss which erects a material
portion of the Property or any Unit on which its holds, insures or guarantees a
first mortgage lien;

            2. Any delinquency in the payment of Assessments or Charges owned by an
Owner of a Unit upon which it holds, insures, or guarantees a first mortgage lien,
or any other default in the performance by an Owner of the Unit against which the
mortgage lien applies to any obligation under this Declaration, the Bylaws or any
rules and regulations of the Association which delinquency or other default continues
for a period of ninety (90) days;

           3. Any lapse, cancellation or material modification of any insurance
policy on a fidelity bond maintained by the Association;

           4. Any proposed action which would require the consent of a specified
percentage of eligible holders, insurers or guarantors of first mortgage liens as
specified in Sections 17.C. and 17.D., below.

      SECTION 17.C. Mortgage Approval.

            1. Restoration or repair of the Property, after a partial condemnation
or damage due to an insurable hazard, shall be performed substantially in accordance
with the Plan, and the original plans and specifications, unless other action is
approved by at least fifty-one percent (51%) of the eligible holders, insurers
or guarantors holding, insuring or guaranteeing first mortgage liens on Units.

            2. Any election to remove this Declaration from record or to terminate
the legal status of the Association after substantial destruction or a substantial
taking in condemnation of the Property shall require the approval at least of
fifty-one percent (51%) of the eligible holders, insurers or guarantors of first
mortgage liens or Units. Any other abandonment or termination or the Association
or revocation of this Declaration by act or omission shall require the prior written
approval of at least sixty-seven percent (67%) of the eligible holders, insurers
or guarantors of first mortgage liens on limits.
            3. Any abandonment, partition, subdivision, encumbrance, sale or
transfer of any of the Common Facilities (except for granting easements for
utilities or other public purposes consistent with the intended use of the Common
Facilities) by act or omission shall require the prior written approval of at least
sixty-seven percent (67%) of the eligible holders, insurers or guarantors of
first mortgage liens on Units.

           4. The approvals provided for in paragraphs 1, 2 and 3 above are in
addition to other approvals required by this Declaration and the Act.

       SECTION 17.D.   Documents. Amendments.

            1. Other than amendments to this Declaration or the Bylaws (the
"Association Documents") or termination of the Association or revocation of this
Declaration made as a result of destruction, damage or condemnation, and subject
to other applicable provisions of this Declaration and the Act, the consent of at
least sixty seven percent (67%) of the Members of the Association and the approval
of at least sixty-seven percent (67%) of the holders, insurers or guarantors of
first mortgage liens on Units shall be required to terminate the Association or revoke
this Declaration.

            2. Until the Declarant has conveyed seventy-five percent (75%) of the
Lots depicted on the Plat, the Declarant shall, subject to any limitations in the
Act, have the right to make, execute and record such amendments to this Declaration
as the Declarant may deem advisable, in the Declarant's sole and absolute
discretion, without obtaining the prior consent of the Owners or the Association.
However, the Declarant must first obtain HUD/VA prior written approval.

            3. FHA/VA Approval.    If the purchase of any Residence is financed with
the help of any program administered by the Federal Housing Administration or the
Veterans Administration, so long as there is a Class B membership in the Association
the following actions will require the prior approval of the Federal Housing
Adminitration, or the Veterans Administration, as the case may be: annexation of
additional properties; dedication or other disposition of the Common Facilities and
Facilities; and any amendment of this Declaration.


                                    ARTICLE XVIII


                                 Page 36 of     2 7
                                 Rights of Township

     SECTION 18.A. Township Easement. There is hereby created in favor of the
Township an easement upon, across, over, through and under the Property for access
to and maintenance of the stormwater management facilities provided, however,
that the Township may exercise the rights granted under this Section only if the
Association fails to properly maintain any stormwater management facilities.

      SECTION 18.B. Rights of Township. The Township shall be a third party
beneficiary of the provisions of this Declaration that require the Declarant to
substantially complete the Common Elements and require the
Association to maintain, repair and replace the Common Elements. In addition to
those rights which the Township may have under law, the Township shall the right,
but not the obligation, to compel the substantial completion, maintenance, repair
and replacement of the Common Elements under this Declaration. In the event the
Declarant or the Association fails to fulfill its obligations hereunder, the
Township shall have the right, but not the duty, to perform such obligations and
be reimbursed for all expenses incurred. The Township shall have the right to place
a lien against the Units of those Unit Owners who have not paid assessments levied
against them by the Township for the cost of completing, maintaining, repairing
and replacing the Common Elements, which lien shall be given the same force and effect
and shall be enforced in the same manner as a municipal lien.



                                     ARTICLE XIX

                                 General Provisions

      SECTION 18.A. Interpretation of the Declaration and Bylaws. In the event of
a conflict of interpretation between the provisions set forth in the Bylaws and this
Declaration, this Declaration shall govern except to the extent this Declaration
is inconsistent with applicable law. In the event that the Internal Revenue Code
is hereafter amended or changed, both this Declaration and the Bylaws shall be
interpreted in a manner which conforms to the provisions of the Internal Revenue
Code with respect to non-profit entities, it being the intention to preserve the
lawful status of the Association as a bona fide non-profit entity.

      SECTION 18.B. Severability. If any provisions of this Declaration are
determined to be invalid, that determination shall not affect the validity or effect
of the remaining provisions hereof or the Bylaws or any rules and regulations, all
of which shall continue to effect as if the invalid provisions had not been included
herein.
      SECTION 18.C. Headings. The headings herein are for reference purposes only
and shall not affect the meaning or interpretation of this Declaration.

      SECTION 18.D. Effective Date. This Declaration shall become
effective when it has been duly entered of record.

      SECTION 18.E. Binding. This Declaration shall inure to the benefit of and
shall be binding upon the Declarant's successors or assigns.

      SECTION 18.F. Construction. Number and gender, as used in this
Declaration,   shall extend to and include both singular and plural and all genders
as the context and construction require.
   r




                                 Page 37 of        2 7
COMMONWEALTH OF PENNSYLVANIA:

COUNTY OF CHESTER:

On this       day of           , 2000, before me, the
undersigned officer, personally appeared                     , who acknowledged
himself to be the President and Secretary                       of Brinton
Station,   Inc.   .,   and that he as such,             being authorized to do
so, executed the foregoing instrument for the purpose therein contained by signing
the name of the corporation by himself as President and Secretary

IN WITNESS WHEREOF,                    I hereunto set my/frlarid and official seal.

                                                       / feu
                                                         Notary Public
                                                                                      [SealJ

                       SEAL
   PAiar L',            Notary Public
Upper O.-irrw ;   vv: ' -slaware County
MyC:--            ■■ .Apires May 1, 2003




                                                Page 38 of    2 7
                  T A TITLE UW                                1 610 892 7588                          07/17 '00 09:02 NO.506         08/09

' liubility by reason thereof. (As lo urea continuing 113,953. V I square feel. 2.616 acres limited in Cain Township. Any access to and from sole parcel
  through premises being iimirm'l hereunder is expressly excepted herefrom.)
                                                                 COMMITMENT                                           (fi—    "fl"
                                                                  SCHEDULE A
                                                                   (continued)
    ALL THAT CERTAIN lot or Intel of ground, Hereditaments tint I Appurtenances, SITUATE in (Jie Township of litt.it Fallowheld, County of _
Chester and State of Pennsylvania, bounded anil described according to ti Plan of Properly of fhinton Station, made by Mesko Engineers and
Associates, Hx'ton, Pennsylvania, dated 6/2/1999, last revised 5/10/2000 recorded in (be Office of the Recorder of Deeds on ____________ as in PluP
File No. ___ , as follows, to wit:

  BEGINNING at a point, said point being along the Northerly Right of Way of West Chester Road and the Lands of Lawrence Chcrtok lis shown on the
plans for the Brinton Station Subdivision, prepared by Mesko Engineering Associates of Exton, Pennsylvania, plans dated 5/10/2000.

  THENCF. North 7 degrees 17 minutes 31 seconds East a distance of 165.62 feet to ti point; thence North 82 degrees 42 minutes 29 seconds West a
distance of 800.00 feet lo u point; thence South 7 degrees 17 minutes 31 seconds West a distance of 158.97 (bet to u point; thence North 83 degrees 13
minutes 6 seconds West ti distance of 35.35 feet to a point; thence North 7 degrees 25 minutes 1 second East n distance of 159.29 feel to ti point; thence
North K2 degrees <12 minutes 29 seconds West a distance of 200.00 feel to a |ioint; dicneo South 7 degrees 17 minutCB 31 seconds West a distance of
165.67 feet to a point;. I hence North 85 degrees 48 minutes 48 seconds West a distance of 50.07 feet to ii point; thence North 7 degrees 17 minutes 31
.seconds Mast a distance of 168.3ft feel to a point; thence North 82 degrees 42 minutest 29 seconds West a distance of 50.00 feet lo a point; thence North
19 degrees 4 minutes 46 seconds Wesl a distance of 571.07 feet to u point: Ihenee South 86_dogiees 4 minute* 44 seconds- East a di.stance of 505.30 feet
to a point; thence .South 82 degiees 2 minutes 15 seconds East « distance of 191.84 feel lo n point; thence North 10 degrees 24 minutes 29 seconds West a
distance of 591.23 feet to a point; thence South 87 degrees 36 minutes.45 seconds East a distance of 361.22 feet to a point; Ibetice South 87 degrees 36
minutes 45 seconds East u distance of 469.75 feet ton point; thence .South 87 degrees 37 minutes 21 seconds Hast a distance of 309.15 feet to a point;
ihenee South 84 degrees 51 minutes 59 seconds Easl H distance of 21.10 1'eei. to a point; thence South 80 degrees 9 minutes 19 seconds East a distance of
1,700.48 tect to a point; thence South 2 degrees 31 minutes 43 seconds West a distance of 472.02 .feci to it .point;, .thence South 66 degrees 55 minutes
54 seconds Fast a distance of. 15 feel lo a point; thence South 2 degrees^ minutes;!?.seconds West a distance of 654.05 feet to u point; thence South 9
degrees 41 minutes 19 seconds West udistance of 5.57 feel lo.u point;, thence North.82-degrees 13 minutes 36 seconds West a distance of 192.70 feet to a
point; thence South 7 degrees 46.minutes-24 seconds Westaidistanccof 239.90 feel to a poinl; thence North 8X degrees 23 minutes 36 seconds West a
distance of 411.84 feet to a point; thence North 17 degrees 25 minutes 31 seconds East u distance of 87.00 feet lo a point; thence North 72 degrees 34
minutes 29 seconds West a distance of 150.22 feet lo a point; thence South 17 degrees 25 minutes 31 seconds Wesl a distance of 199.87 feel, tn a poinl;
thence North 72 degrees 47 minutes 33 seconds West a distance of 219.55 feet to a point; thence.North 77 degrees 58 minutes 2 seconds West a distance
of 138.24 feel lo a point; thence North 7 degrees 20 minutes 37 seconds Easl a distance of 181.17 feet to a poinl; thence Nordi 87 degrees 29 minutes 23
seconds West a distance of 501.16 feel to a point; thence North 82 degrees 42 minutes 29 seconds West u distance of 200.00 feet to a point; thence South 7
degrees 17 minutes 31 seconds West a distance of 167.37 feel to a point; thence North 82 degrees 1S minutes 25 seconds West a distance of 250.01 feel
l<> n point; which is the point of beginning.

   CONTAINING un area of 3,788,897.80 square feel, 86.y81 acres be it more or less!

  13EING as to part of the same premises which Eugene II. Phillips and Betty Jean Phillips, by Indenture bearing date the 26th day of April, A.l>. 1963
and recorded in the Office of die Recorder of Deeds, in and for the County of Cheater, aforesaid, in Deed Book D-35 page 259 &c, granted and conveyed
unlo Liberty Rell Karma Inc., a Pennsylvania Corporation, in fee.

  ALSO as to the remaining part of the same premises which Philip Ellelson, Minerva L. Theodos and John S. Manos, by Indenture bearing date the Isl
day of March, A.U. 1995 and recorded in the OHiee of die Recorder of Deeds, in and for the Counly of Chester, aforesaid, in Record Book 39C7 page
1960 &c, granted and conveyed unto Philip Ellclson, Minerva L. Theodos and Jolui S. Manos and Elizabeth Mtinos, husband and wife, in fee.

BEING Parcel No.          ____


nXCElTuNti THEREOUT AND THEREFROM (IF ANY) THE PREMISES AS MORE FULLY DESCRIBED IN THE FOLLOWING
DEED: NONE


END OK Ul-PORT

lile No. 9802699KV                       Commitment No. 980269.9HV
                                  This commitment is invalid unless the Insuring Provisions and Schedules A and B am attached.
                    T A TITLE UW                                  1 610 892 7588                          07/17 '00 09:40 NO.506             05/09




                                                           COiMMITMENT
                                                       SCHEDULE B - SECTION 1
                                                                    Requirements                      ^Hi(hlT 'V
1.       Document1) satisfactory to lis creating the interest in the land and/or the mortgage
         to be insured must be sign
         delivered and recorded:

                  Production and record of deed from Philip Ettdson, Minerva JL Thendos and John
                  S. Munus and Eliza! Manns, husband and wife, being the sole share holders of
                  Liberty Bell Farms, Inc., a dissolved Pennsylv to Ruggioro Development St
                  Construction Co.

                  Production and record of A mortgage from Ruggiero Development & Construction
                  Co. to TBD.

2.        Yon must tell the Company in writing the name of anyone not referred to in this Coinmitmcnt who will acquire on inte
          who will make a loan on the land. We may then make additional requirements or exceptions.

3.        A search commencing with the effective dale of Giis commitment will be performed prior to the closing of this transae
          reveals a title defect or other objectionable mutter, an endorsement will be issued requiring this defect or objection be
          prior to closing.

-4.        Possible unfiled mechanics and municipal claims.

5.        Proof that all natural persons in this transaction are of full age tmd legally competent.

A.        Proof of identity of Grantor(s)andA>r Mortgagors )iu the transaction^) being insured hereunder must be (irnduced ar
           filed with the Company.

7.        Tax Payer Identification Numbor(s); and the future address of the Grantor(s) must be famished al closing to Compan
           IRS Form I0MS (if applicable). '

H.        Proof that there are no outstanding Support Judgments against the (irnnlor(s) and/or Mortgagors) herein under Act
           Act #58 of 1997 (if applicable).

!>.       Proof as to marital stutuu of CininUir(s) and/or Mortgagor(s) herein and proof that they are nut parties !o any Aetiov
           proceedings have been commenced, spouse(s) to join in Mortgage uimIAm' Deed. If Divorced, and Decree is date af copy must he
           submitted to The Company together with proof that premises insured hereunder was riot subject to C< ,' equitable distribution (if
           applicable).

10.      If any party to tlic settlement intends to use a Power of Attorney at settlement, u copy of such Power NRJST be sur ;
         udvunce of settlement. Failure to comply with this requirement may result in the postponement of (he settlement.
         Attorney MUST be acceptable to the Company us to fiimi and content.

11.      Proof must be furnished thai there are no other mortgage obligations being given by the proposed purehaser(s) an j
         connection with the proposed conveyance and/or refinance other than the mortgage being insured.                                 j
12.      U'ths Mortgage(s) below is/arc a Line of Credit or Kquity-lypc Loan autbori7ation must be signed terminating sa j
                                                                                                                                         i




                                                                                                                                     j
                                                                                                                                     I
                                                                                                                                     (




      Mo «J8()269*JHV                    Commitment No. 9802699HV                                                            !
                                                inwilid unless the Insuring. Provision] mid Schedules A and li aye attacha j




                                                                                                                                 i
                      T A TITLE UW                                   1 610 892 7588                        07/17 '00 09:41 NO.506           05/09




                                                             COMMITMENT
                                                             SCHEDULE B -
                                                           SECTION 2 Exceptions
The policy or policies to be Issued will contain exceptions to the following unlcn the same are disposed of to the satisfaction of the
company.
.J.           'lhe lien of all taxes for the year 2000 and theieuftei.                                 EVHir3,|           l3

2.         Possible additional assessments for taxes for new construction of or any majoi improvements pursuant to provisions of Acts of
           Assembly relating thereto.

3.         Any lien, or right to a lien for services, labor or material heretofore or hereafter furnished, imposed by law and not shown by die
           public records.

4.         Any encroachment, easements, measurements, area content, party wall oi oilier facts which a correct survey of the premises would
           show.

^          Any facts or encumbrances which would be apparent from an inspection of the premises.

6.         Rights'or claims of parlies in possession.

7.         Roads, ways, streams or easements, if any, not shown of record, riparian rights and the litle to any filled-iu lands,

8.         All easements, restrictions, rights of way, utility agreements, leases, mineral rights, mid reservations of record and easements not
           appearing of record.

9.         All coal and mining rights relating dicrcto.

             TTITS DOCUMENT DOES- .-NOTINCLUDE ;OR.:JNS'17REv. THEJ'TTTI,F. TO, us .COAL AND RIGHT OF SUPPORT
             UNDERNF.ATHTHE SURFACE LAND.r>JiSURIUWi)^*l^ia^D^>;HEREuN^ND-Tim OWNER OR OWNURS OF SUCH
             COAL MAY HA VE . THE 'COMPLETE'TIEG AI'^RTl'nW^TO ,T<EMG VIi• ALT, 'OF SUCH COAL AND, IN THAT
             CONNECTION, DAMAGE MAY RESULT TO T i m STRUCTURii ON OR IN SUCH LAND. THF, INCLUSION Ol- THIS
             NOTICE DOliS NOT ENLARGE. RESTRICT OR MODIFY ANY LEGAL RIGHTS- OR- ESTATES OTHERWISE CREATED,
             TRANSFERRED. EXCEPTED OR RESERVED BY IIUS INSTRUMENT.

Additional Exceptions as noted below:

10. Restrictions u» in Deed Books S-2'l page 84, K-23 page 205, us amended in Misc. Deed Rook 97 p;ige 10.

11. Rights grunted to public utility companies in Misc. Deed Books 1 19 page 300 and 73 page 2.

12. That part of premises in question in the bed of South Railcy Rd.. West Chester Rd., Rhodu Lane and Dove Drive is subject to the public and
private rights therein.

13. The amount or compulation of area or acreage covering premises is not insured.

14. Notes, conditions, easement? and building set-back lines us shown on Plan of Overall Subdivision Plan of Rrinton Station duted 0/2/1999,
last revised 5/10/2000 and recorded in Plan File No _____________________________ •

15. NOTICE ONLY: Premises in Question lias no fmntage on any legally opened street, road, avenue or lane. Company assumes no




File No, 980Z699HV                          Commitment No. 9802699I1V
                          This commitment is invalid unless the Insuring Provision* and Schedule* A and U are attached.




                                                                                                                                    i
                                                                                                                                                         CCp. A '/ 9plip
Dfilm Number _____________________                                                                               Filed willi the Department of State on
/! '

                                                                                                                                     J
/ Number                                                                       V                                            J"' 1'   '^'        '    flj /I

                                                                                                                            Secretary of llie Commonwealth


                        ~J}i, ARTICLES                                     OF INCORPORATION - DOMESTIC NONPROFIT CORPORATION
                                                                                              DGCI3:1G-530G (Rov 09)


n compliance with the requirements of 15 Pa. C.S. § 530G (relating to articles of
incorporation), the undersigned, desiring :orporate a nonprofit corporation, hereby states
that:
ie            name              of                                                                             the             corporation             is:
_________________________ Brinton Station                                                                      Planned Community ________________________



ie (a) address of this corporation's initial registered olfice in this Commonwealth or (b)
commercial registered office rovider and the county of venue is:
,)      1 5 4 8 McDaniel Drive ________ West Chester                                                                   PA       19380            Chester _____
     Numbor and Stroet                                                                               City                   Stnto              Zip              County


))              N/A ___________________________________________________________________________
Namo ol Comniorcial nogistorod Oflico Provider                                                                                                                County


or a corporation represented by a commercial registered office provider, the county in (b)
shall bo deemed the county in which the corporation is located for venue and official
publication purposes.

ie corporation is incorporated under the Nonprofit Corporation. Law of 1900 for the following
purpose or purposes:
operation and management of homeowners association and to engage in any
lawful   acts pursuant to the Nonprofit Corporation Law of 1 9 8 8                ___________

IQ   corporation does not contemplate pecuniary gain or profit,

incidental                       or               otherwise.                       Strike    out     if     inapplicable):      The

corporation is organized upon a ^loj^k/nonslock basis. Itjike out

if inapplicable): The corporation shall                                                             IUIVG no   members.

itxike out if inapplicable): The incorporators constitute a majority of (he members of the

committee authorized to

corporate: ____________________________________________________________________________


trike out if inapplicable): ^mM'fe^m^fe id all
rights c^r^i^^
ie name(s) and address(e;;) of each incorporator^;) is (are):

                             Name(s)

        Addiosr;(es)




          M   t l U l l P I K E I M C OM P A NY   P l l l l A OF L I M I I A




        Joseph                   Ruqqiero ________ 175                                      Strafford          Avenue ____ Wayne         PA   1908 7 _____________




1nons.i;iFi 113
JC13: I 5 -63UG (Rev 00)-2

                             po.ator(s) has (have) signed those A. tides of Incorporat
   IN TESTIMONY WHEREOF, the ^ f j l clay °f

   incot

   January ________ ,

   _1000_-


                                                (Signatu                        (Signat
                                                re)                             e)
                          BYLAWS OF BRINTON STATION PLANNED
                                      COMMUNITY


                                      ARTICLE I

      The name of the Association is    BRINTON STATION PLANNED COMMUNITY, . The
principal office of     BRINTON STATION PLANNED COMMUNITY shall be located at the
Property, but meetings of members and directors may be held at such places within
the Commonwealth of Pennsylvania, as may be designated by the Board of Directors.

                                     ARTICLE II
                                    Definitions

      Capitalized terms used herein without definition shall have the meaning
specified for such terms in the Declaration of Covenants, .Conditions and
Restrictions to which these Bylaws pertain.

                                ARTICLE III Meeting
                                     of Members
                                     Section 1

      Annual Meetings. The first annual meeting of the Members shall be held within
60 days after seventy-five percent (75%) of the total number of units have been
conveyed by the Declarant, and thereafter in October of each year, and each
subsequent regular annual meeting of the members shall be held on the same month
of each year thereafter, at the hour of 7:00 o'clock p.m. The Board may adjust
the month, day and time of subsequent annual meetings.

                                     Section 2

      Special Meetings. Special meetings of the Members any may be called at or
time by the President or by the Board of Directors, request of upon written five
the Members who are entitled to vote eighty of the votes of the    (85)   of all
Class A membership.

                                     Section 3

      Notice of Meetings.     Written notice of each meeting of the Members shall
be given by, or at the direction of, the secretary or person authorized to call
the meeting, by mailing a copy of such notice, postage prepaid, not less than
ten    (10)   nor more than sixty (60) days before such meeting to each Member
entitled to vote thereat,    addressed to the Member's address last appearing on
the books of     BRINTON STATION PLANNED COMMUNITY,     or supplied by such member
to     BRINTON STATION PLANNED COMMUNITY for the purpose of notice.      Such notice
shall specify the place, day and hour of the meeting and the purpose of the meeting.


                                    Section 4
      Quorum. The presence at the beginning of the meeting of Members entitled to
cast, or of proxies entitled to cast, twenty percent      (20%) of the votes of each
class of membership shall constitute a quorum for any action except as otherwise
provided in the Rules and Regulations, the Declaration, these Bylaws, or the Act.
If, however, such quorum shall not be present or represented at any meeting, the
Members entitled to vote shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum as aforesaid
shall be present or be represented.

                                     Section 5

      Proxies. At all meetings of Members, such Member may vote in person or by
proxy. All proxies shall be in writing and filed with the Secretary. Every proxy
shall be revocable and shall automatically cease upon conveyance by the member of
his Lot. The provisions of the Act pertaining to voting and proxies found at Section
5310 shall also apply.

                                    ARTICLE IV
            Board of Directors:        Selection:      Term of Office
                                     Section 1


                                  Page 44 of      8
      Number.. The affairs of     BRINTON STATION PLANNED COMMUNITY shall be
managed by a Board of Directors. The initial directors shall be selected by
Declarant and are not required to be Members of    BRINTON STATION PLANNED
COMMUNITY,   and shall serve for such time as provided in Section I.e. of the
Declaration.

                                       Section 2

  Term of Office. At the first annual meeting, the Members shall elect five    (5)
directors, two     (2)    directors for a period of two    (2)   years and three
(3) director for a period of one     (1)   year. At the expiration of the initial
term of office of each member of the initial Board of Directors, a successor shall
be elected to serve for a term of one (1) years. The members of the Board of
Directors shall hold office until their respective successors have been elected
by     BRINTON STATION PLANNED COMMUNITY.

                                       Section 3

        Removal. Any director,      except a director appointed by the Declarant, may
be   removed from the Board, with or without cause, by two-thirds of the Members
of       BRINTON STATION PLANNED COMMUNITY present and entitled to vote at any meeting
of   the Members at which a quorum is present.    In the event of death,   resignation
or   removal of a director, his successor shall be selected by the remaining members
of   the Board and shall serve for the unexpired term of his predecessor.

                                       Section 4
         Vacancies

      A. Vacancies in the Board of Directors, may be filled by a
majority votes of the remaining members of the Board though less than a
quorum, or by a sole remaining Director, and each person so selected
shall be a Director to serve for the balance of the unexpired term
unless otherwise restricted by the Bylaws.

      B. When one or more Directors resign from the Board effective at a
future date, the Directors then in office, including those who have so
resigned, shall have power by the applicable vote to fill the
vacancies,   the vote thereon to takes affect when the resignations
become effective.

                                       Section 5

     Compensation. No Director shall receive compensation for any service he may
render to    BRINTON STATION PLANNED COMMUNITY. However, any Director may be
reimbursed for his actual expenses incurred in the performance of his duties.

                                       Section 6

      Action Taken Without a Meeting. The Directors shall have the right to take
any action in the absence of a meeting which they could take at a meeting by obtaining
the written approval of all the Directors. Any action so approved shall have the
same affect as though taken at a meeting of the Directors.

                        ARTICLE V Nomination and Election of
                                     Directors
                                      Section 1

     Nomination. Nomination for election to the Board of Directors shall be made
according to rules established by the Board. No nominations shall be made from
the floor at the annual meeting.
                                   Section 2

      Election.    Election to the Board of Directors shall be by secret written
ballot. At such election the Members or their proxies may cast, in respect to each
vacancy, as many votes as they are entitled to exercise under the provisions of
the Declaration. The persons receiving largest number of votes shall be elected.
Cumulative voting is not permitted.



                                    Page 45 of     8
                              ARTICLE VI Meetings of
                                    Directors
                                     Section 1

      Regular Meetings.   Regular meetings of the Board of Directors shall be held
without notice, at such place and hour as may be fixed from time to time by
resolution of the Board, no more than 120 days to lapse between meetings. Should
said meetings fall upon a legal holiday, then
that meeting shall be held at the same time on the next day which is not a legal
holiday.

                                     Section 2

      Special Meetings. Special meetings of the Board of Directors shall be held
when called by the President of   BRINTON STATION PLANNED COMMUNITY, or by any
three (3) Directors, after not less than three (3) days notice to each
Director.

                                     Section 3

      Quorum. A majority of the number of Directors shall constitute a quorum for
the transaction of business. Every act or decision done or made by a majority of
the Directors present at a duly held meeting at which a quorum is present shall
be regarded as the act of the Board.

                    ARTICLE VII Powers and Duties of the Board of
                                      Directors
                                      Section 1

      Powers.   The Board of Directors shall have the power to:

           A. adopt and publish rules and regulations governing the use
of the Property   and the personal conduct of the Members and their
guests thereon as it relates to Association interest, and to establish
penalties for the infraction thereof;

           B. suspend the voting rights and right to the use of the
recreational facilities,   if any, of a Member during any period in which
such Member shall be in default in the payment of any assessment levied
by    BRINTON STATION PLANNED COMMUNITY.   Such rights may also be
suspended after notice and opportunity for hearing;

           C. exercise for   BRINTON STATION PLANNED COMMUNITY all
powers, duties and authority vested in or delegated to    BRINTON STATION
PLANNED COMMUNITY and not reserved to the membership by other
provisions of these Bylaws,  the Rules and Regulations, or the
Declaration;

           D. declare the office of a member of the Board of Directors
to be vacant in the event such member shall be absent from three (3)
consecutive regular meetings of the Board of Directors;

           E. employ a manager,   an independent contractor,  or such other
employees as they deem necessary, and to prescribe their duties; and

           F. exercise any other powers conferred on it by the
Declaration or the Act.

                                     Section 2
          Duties.    It shall be the duty of the Board of Directors to:

           A. cause to be kept a complete record of all its acts and
Association affairs and to present a statement thereof to the Members
at the annual meeting of the Members, or at any special meeting when
such statement is requested in writing by twenty (20) of the Class A
Members who are entitled to vote;




                                   Page 46 of    8
           B. supervise all officers, agents, employees, contractors or
other service entities of   BRINTON STATION PLANNED COMMUNITY, and to
see that their duties are properly performed;

                C. as more fully provided in the Declaration,    to:

                   1. fix the amount of the Assessment against each Lot at least
thirty   (30)   days in advance of each periodic Assessment period;

                  2. send written notice of each Assessment to every Owner subject
thereto at least thirty (30) days in advance of each periodic Assessment period;
and

                 3. foreclose the lien against any unit for which Assessments are
not paid within thirty (30) days after due date or to bring an action at law
against the owner personally obligated to pay the same.

           D. issue, or to cause an appropriate officer to issue, upon
demand by any person, a certificate setting forth whether or not any
Assessment has been paid. A reasonable charge may be made for the
issuance of these certificates. If a certificate shall be issued it
shall be conclusive evidence of such payment;

           E. procure and maintain adequate liability and hazard
insurance on property owned by    BRINTON STATION PLANNED COMMUNITY;

           F. cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate;

           G. cause the Common and Controlled Facilities to be
maintained; and

           H. perform such other functions and duties as provided for in
the Declaration and the Act.

                            ARTICLE VIII Officers and
                                   Their Duties
                                     Section 1

      Enumeration of Officers. The officers of     BRINTON STATION PLANNED
COMMUNITY shall be a president and vice-president, who shall at all times be
members of the Board of Directors, and a secretary, a treasurer, and such other
officers as the Board may from time to time
by resolution create.

                                    Section 2
      Election of Officers. The election of officers shall take place at the first
meeting of the Board of Directors following each annual meeting of the Members.

                                     Section 3

      Term. The officers of      BRINTON STATION PLANNED COMMUNITY shall be elected
annually by the Board and each shall hold office for one   (1) year unless he shall
sooner resign, or shall be removed, or otherwise disqualified to serve.

                                     Section 4

      Special Appointments. The Board may elect such other officers as the affairs
of    BRINTON STATION PLANNED COMMUNITY may require, each of whom shall hold
office for such period, have such authority, and perform such duties as the Board
may,   from time to time, determine.

                                     Section 5

      Resignation and Removal. Any officer may be removed from office with or without
cause by the Board. Any officer may resign at any time by giving written notice
to the Board, the president or secretary. Such resignation shall' take effect
on the date of receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.


                                  Page 47 of     8
                                    Section    6

      Vacancies. A vacancy in any office may be filled by appointment by the Board.
The officer appointed to such vacancy shall serve for the remainder of the term
of the officer he replaces.

                                    Section 7

      Multiple Offices. The offices of secretary and treasurer may be held by the
same person. No person shall simultaneously hold more than one of any of the other
sources except in the case of special offices created pursuant to Section 4 of this
Article.

                                    Section 8

      Duties.   The duties of the officers are as      follows:

            President: The president shall preside at all meetings of the Board
of Directors; shall see that orders and resolutions of the Board are carried out;
shall sign all leases, mortgages, deeds and other written instruments and shall
co-sign all checks and promissory notes.




                                  Page 48 of       8

								
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