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					                         CONDOMINIUM DECLARATION
                           CEDARWILD TOWNHOMES

THE STATE OF TEXAS
COUNTY OF HARRIS

KNOW ALL MEN BY THESE PRESENTS:

That CEDARWILD TOWNHOMES, INC., a Texas corporation, being the owner of
that certain tract or real property situated in Harris County, Texas,
being all of unrestricted Reserve “A” and all of unrestricted Reserve "B"
of Edgebrook Development, Phase V, a subdivision in Harris County, Texas
according to the map or plat thereof recorded in Volume 267, Page l5 of
the Map Records of Harris County, Texas, together with all improvements
thereon, and being desirous of submitting such land and improvements to a
condominium regime pursuant to the provisions of Article 1301a of the
Texas Revised Civil Statutes, does hereby establish and declare, in
accordance with the terms hereinafter set forth, a condominium regime
upon such land and improvements.

                                  ARTICLE I.

                                  DEFINITIONS

As used in this Declaration, the terms 'set forth below' shall have the
meanings indicated:

    1. Apartment shall mean an enclosed space consisting of one or more
rooms occupying all or a part of a floor or floors in a Building, which
enclosed space is not owned in common with the owners of other Apartments
in the Project, provided it has direct access to a thoroughfare or to
given common space leading to a thoroughfare, together with the
associated balcony or patio. The boundaries of an Apartment shall be the
interior surface of its perimeter walls, floors, and ceilings, and the
exterior surfaces of balconies or patios; and an apartment includes both
the portions or the Building so described and the air space so
encompassed excepting common elements. It is intended that the term
"Apartment" as used in this Declaration shall have the same meaning as
the term "Apartment" as used in the Act. Included within each Apartment,
without limitation, shall be any finishing materials applied or affixed
to the interior surfaces, interior walls, floors or ceilings and all
utility pipes, lines, systems, fixtures or appliances servicing that
Apartment (and located within the boundaries or that Apartment}. There
are 86 Apartments in the Project, all as designated on the plat (the
"Plat"} attached hereto as Exhibit “B”.

    2. Association shall mean the CEDARWILD TOWNHOMES ASSOCIATION, a
Texas non-profit corporation to be created after the date hereof, the
Members of which shall be the Owners of Apartments within the Project.
The term “Association" shall have the same meaning as the term "Council
of Co-Owners" in the Act.




                        Computer copy of original
                           Completed: 4/13/2004




                             Rev #1 – 8/10/79
                               SR/ Disk #49
                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    3. Act shall mean the Texas Condominium Act as set forth in Article
1301a of the Texas Revised Civil Statutes, as amended from time to time.

    4. Board shall mean the Board of Directors of the Association.

    5. Buildings shall mean the eleven (11) buildings containing
apartments situated on the Land, all as more particularly described on
Exhibit "B" hereto.

    6. By-Laws shall mean the By-Laws or the Association, a copy of which
is attached hereto as Exhibit "C".

    7. Common Elements shall mean and include the Land, Buildings, and
all other improvements located on the Land, except for those portions
herein defined as Apartments or as Limited Common Elements. Without
limiting in any way the generality or the foregoing, the Common Elements
shall include those items defined as "General Common Elements" in the Act
including all central and appurtenant installations for services, such as
heat, power, light, telephone, hot and cold water, including all pipes,
ducts, wires, cables and conduits used in connection therewith and all
sewage and drainage pipes and facilities (excluding utility pipes, lines,
systems, fixtures or appliances servicing only one apartment and located
within the boundaries of that apartment); all portions of any mechanical
system between a point of entrance to or exit from the building and the
point of entrance to a mechanical equipment room; laundry room;
foundations, bearing walls and columns, roofs, halls, lobbies, stairways,
entrances, exits, communication ways, swimming pools, club rooms,
managerial offices and managerial apartments, mail rooms, areas used for
storage of janitorial supplies, maintenance equipment and materials,
guard posts, driveways, all parking spaces shown on the Plat that are not
designated on the Plat as being assigned to a specific Apartment as a
Limited Common Element, and in general all apparatus and installations
existing for common use, or necessary or convenient to the operation,
maintenance and use of the Project as a condominium.

    8. Developer shall mean CEDARWILD TOWNHOMES, INC., a Texas
corporation, and any of its affiliate entities and their successors or
assigns, provided such successors or assigns are designated in writing by
the preceding Developer as such, or such successors or assigns were
mortgagees of the preceding Developer.

    9. Land shall mean the real property described on Exhibit “A"
attached hereto.

    10. Limited Common Elements shall mean those portions of the Common
Elements reserved for the exclusive of one or more Owners to the
exclusion of other such Owners, such Limited Common Elements being more
particularly designated as such on Exhibit "B" hereto and being the
storage spaces, porches, and Parking Spaces. Storage spaces are
designated by the prefix "S", porches are designated by the prefix, "PR",
and Parking Spaces are designated by the prefix “PS", each of which are,
followed by the Building letter and the number of the Apartment to which
such Limited Common Elements are assigned.




                                      -2-
                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
11. Maintenance Expense Charge shall mean the assessment levied for
management and operation of the Project and for repairs, maintenance,
insuring, and operation (including utility costs) of the Project
(including reserves for replacements). as provided for in Article V
hereof.

12. Maintenance Fund shall mean any accumulation of the Maintenance
Expense Charges collected by the Association for the continued
maintenance, repair, and operation of the Project.

13. Member shall mean a member of the Association, as more particularly
described in Article IV hereof.

14. Mortgage shall mean a security interest, mortgage, deed of trust, or
lien granted by an Owner in and to, or against, an Apartment to secure
the repayment of a loan, and duly filed for record in the Office of the
County Clerk of Harris County, Texas.

15. Mortgagee shall mean the person who holds a Mortgage as security for
repayment of a debt.

16. Owner shall mean any "person, firm, corporation, or other entity,
including Developer, which owns, of record, title to an Apartment in the
Project.

17. Plat shall mean the plats, plans and list attached hereto as Exhibit
"B" and hereby made a part hereof.

18. Parking Spaces shall mean the Limited Common Elements designated as
parking spaces and assigned to individual Apartments as shown on the
Plat. The Project contains efficient Parking Spaces to accommodate at
least one automobile for each Apartment.

19. Project shall mean the Condominium Project established by this
Declaration to be known as CEDARWILD TOWNHOMES.

20. Property shall mean the land and all improvements thereon and
easements appurtenant thereto.

21. Percentage Interest shall mean the undivided interest in and to the
Common Elements associated with and appurtenant to each Apartment as set
forth on the Plat. On the Plat the abbreviation P.I. is used for
"Percentage Interest".

                                ARTICLE II.

                             CONDOMINIUM PLAT

    Section 1. Pursuant to provisions of the Act, a plat shall be filed
for record simultaneously with the recording of this Declaration as a
part thereof, and prior to the first conveyance of any Apartment. Such
plat shall consist of and set forth (i) the legal description of the
Land; (ii) the linear measurements and locations with reference to the
exterior Boundaries of the Land, the Buildings and all other improvements
built or to be built on said Land by Developer; (iii) floor plans of each
Building built or to be built thereon, showing the location, building
dimension, Apartment designation and the linear dimensions or each




                                      -3-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
Apartment, and the Limited Common elements (iv) the elevations of the
unfinished interior surfaces of the floors and ceilings established from
a datum plan; and (v) general description of each garage, carport, or any
other area to be subject to individual ownership and exclusive control;
which information will be depicted by the Plat showing such garage,
carport or other area appropriately lettered or numbered. Each Building
shall be noted by letter, viz: A, B and C.

    Section 2. Developer Protection. Subject to the provisions of Article
IX, Section 2, and prior to the Election Date, Developer reserves the
right to amend the plat, from time to time, to conform the same according
to the actual location of any of the improvements and to establish,
vacate, relocate easements, access road easements and on-site parking
areas. Such amendment shall be made specifically to facilitate the
development and operation of the Project as a Condominium Regime, and
after the Election Date, these rights in favor of the Developer shall be
terminated and shall instead exist in favor of the Association on and
after the Election Date.

    Further, Developer reserves the right at any time before the Election
Date, to amend the Declaration or the plat, without the joinder or
consent of any Owner or anyone else, in order conform the Declaration and
for the Project with the requirements of the Federal Home Loan Mortgage
Corporation, the Federal National Mortgage Association or any similar and
duly constituted governmental authority with respect to condominium
documentation. Any amendment hereto shall be evidenced by written
instrument to such effect executed by Developer, or on its request, the
Board shall be obligated to execute and record such Amendments in the
Condominium Records of Harris County. Texas, and upon the recording of
such amendment to the Declaration, the same, shall be deemed to be the
act of the Association and or all the owners, and shall be binding upon
the Association and all of the owners. The Developers' right to amend the
Declaration for the foregoing purposes shall pass to the Association on
the Election Date.

    Section 3. Division of Property into Apartments. The real property is
hereby divided into separately designated apartments, each such Apartment
identified by number and by building symbol or designation on the plat.

    Section 4. Percentage Interest in Condominium. It is expressly
stipulated, and each and every Purchaser of a Condominium Apartment, his
heirs, executors, administrators, assigns, successor, and grantees hereby
agree, that the square footage, size and dimension of each Apartment as
set out and shown in this Declaration, or in the Plat attached as
exhibits hereto, are approximate and are shown, for descriptive purposes
only, and that the Developer does not warrant, represent or guarantee
that any Apartment actually contains the area square footage or
dimensions shown by the Plat thereof. Each Purchaser and Owner of a
Condominium Apartment has had full opportunity and is under a duty to
inspect and examine the Apartment purchased by him prior to the purchase
thereof, and agrees that the Apartment is purchased as actually and
physically existing. Each Purchaser of an Apartment hereby expressly
waives any claim or demand which he may have against the Developer on
account of any difference, shortage or discrepancy between the




                                      -4-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
Apartment as actually and physically existing and as it is shown on the
respective Plat thereof, which is attached as an exhibit hereto. It is
specifically agreed that in interpreting deeds, mortgages, deeds of trust
and other instruments for any purpose whatsoever or in connection with
any matter, the existing physical boundaries of the Apartment or of any
Apartment reconstructed in substantial accordance with the original plans
thereof shall be conclusively presumed to be the boundaries, regardless
of settling, rising, or lateral movement of the building and regardless
of variances between the boundaries shown on the Plat and those or the
building.

    The fractional interest, expressed as a percentage, which each
Apartment bears to the entire Property, and which each Apartment Owner
owns in and to the common elements, and the fractional share, expressed
as a percentage, of the maintenance expense charge for each apartment,
are arbitrary figures based upon the approximate size of each apartment
(excluding each apartment's patio or balcony, respectively) in relation
to the others, but nevertheless shall be determinative of the
proportionate share of each respective Owner in the entire Property, the
Common Elements, the Maintenance Expense Charge and the value of each
Owner's vote at meetings of the Association, which percentage interest is
set out on the Plat. The total value of the condominium is 1OO%. The
Percentage Interest of each Apartment is shown on Exhibit "A-l".

                               ARTICLE III.

                       GENERAL PROVISIONS RELATING
                           TO USE AND OCCUPANCY

    Section 1. Use Restrictions. Each Owner shall use his Apartment
solely for single-family residential purposes, and no business,
professional, or other commercial activity of any type shall be operated
from or out of any Apartment, Common Elements, or Limited Common
Elements. No Apartment Owner, with the exception of a lender in
possession of an Apartment following default in a first mortgage, a
foreclosure proceeding, or deed in lieu of foreclosure, shall be
permitted to lease his apartment for transient or hotel purposes. No
Apartment Owner may lease less than the entire Apartment. Not more than
one family may occupy an Apartment at one time. No Owner shall use nor
Permit such Owner's Apartment nor any Common Element nor any Limited
Common Element to be used for any purpose which would void any insurance
in force with respect to the Project, or which would make it impossible
or too costly to obtain any insurance required by this Declaration; which
would constitute a public or private nuisance, which determination may be
made by the Board in its sole discretion; which would constitute a
violation of any applicable law, ordinance, rule or regulation including
the Rules and Regulations; or which would interfere, unreasonably, with
the use and occupancy of the Project by other Owners. No part of any
curtains, blinds, shades, draperies, or other window coverings visible
from the exterior of any Apartment shall be used in any Apartment unless
same are white or beige or other similar uniform color approved by the
Board. No animal, other than a normal household pet shall be permitted in
the Project.

    With regard to the use of the Apartment, the Common Elements and the
Limited Common Elements, and subject to the further adoption of Rules and




                                      -5-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
Regulations by the Association, no Owner shall store or hang objects or
things, including a T.V. antenna on any balcony or on any patio or hang
any clothing to dry or otherwise, or place other materials on such
balcony or patio in any manner which is likely to impair the uniform
appearance of the exterior of the Building. The Owner may, however,
furnish a balcony or patio with outdoor furniture, all in keeping with
the provisions of this Declaration and the Rules and Regulations
promulgated thereunder.

    An Owner shall not permit or suffer anything to be done or kept in an
Apartment which will increase the rate of insurance or the insurance
premiums on the Project, or which, will obstruct or interfere with the
rights of other Owners, or, annoy them by unreasonable noises or
otherwise; nor shall an owner commit or permit any nuisance or illegal
act in or about the Project.

    Notwithstanding anything contained herein, incident to the use and
occupancy of Apartments, Developer, or its designee, shall be entitled to
use an Apartment for the purpose of assisting Owners in the resale or
leasing of Apartments at the Project.

    Section 2. Decoration, Maintenance, Alteration and Repairs.

    (a) No Owner shall have any right, without the prior written consent
of the Board, to modify, alter, repair, decorate, redecorate or improve
the exterior of any Apartment, or to take any such action with respect to
the interior or exterior of any of the Common Elements or the Limited
Common Elements. No Owner shall have any right to place any sign in or on
any Apartment or elsewhere on the Project without the prior written
consent of the Board, and the Board shall have the right to remove any
sign so placed without permission.

    (b) Each Owner shall have the right to modify, alter, repair,
decorate, redecorate, or improve the interior of such Owner's Apartment,
provided that such action does not alter or, impair the structural
integrity, weaken the support, or otherwise adversely affect any of the
Buildings or any Limited Common Element or Common Element, and provided
that all such action is performed in a good and workmanlike manner.

    (c) Each Owner shall bear the cost of maintenance, repair, and
replacement of the following items within or serving such Owner's
Apartment: entrance and interior surfaces of all perimeter and interior
walls, ceilings and floors (including carpeting, tile, wallpaper, paint
or other covering); garbage disposals, ranges, refrigerators,
dishwashers, washing machines, dryers, light fixtures, and any and all
other appliances of any nature whatsoever; heating, ventilating and air
conditioning equipment serving such Apartment (although such equipment
may be located in part outside such Apartment); interior and exterior
doors, including all hardware thereon; window panes and light bulbs;
plumbing and other fixtures of any nature whatsoever; “built-in”
features; decorative features; fireplaces, if any; and any furniture and
furnishings. If any Owner shall fail to so maintain an Apartment, or any
portion thereof, the Association shall have the right (but not the
obligation) to perform such work as is necessary to put any such
Apartment in good order and repair, and the cost thereof shall be deemed




                                      -6-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
a debt of such Owner to the Association, payable on demand, and payment
thereof shall be secured in the same manner as for Maintenance Expense
Charges as set out in Article V, Section 5 hereof.

    (d) All Limited Common Elements, the Common Elements, and all
balconies and patios shall be maintained by the Association. On Exhibit
"B" hereto the patios are designated by the prefix "P" and the balconies
are designated by the prefix "B", each of which are followed by the
Building letter and the number of the Apartment to which such patio or
balcony is assigned. The Owner of any Apartment as to which any Limited
Common Elements are appurtenant shall have no right to modify, alter,
repair, decorate, redecorate, improve, or take any other similar action
with respect to such Limited Common Elements, without the prior written
consent of the Board, it being the obligation of the Association under
this Declaration to maintain such Limited Common Elements in a uniform
and attractive manner for the benefit of all Owners.

    (e) Subject to the provisions of Article IX, Section 2 hereafter, and
at any time prior to the Election Date (as such term is defined in
Article IV, Section 3) the Developer shall have the right, at its option
and sole cost, and expense, without the vote or consent of the Board,
other Owners or holders of mortgages on Apartments other than the holder
of any mortgage on the Developer owned Apartment, to (1) make
alterations, additions or improvements in, to and upon Apartments owned
by the Developer (hereinafter called "Developer Owned Apartments"),
whether structural or nonstructural, interior or exterior, ordinary or
extraordinary; (ii) change the lay-out or number of rooms in any
Developer Owned Apartments; (iii) change the size and/or number of
Developer Owned Apartments by subdividing one or more Developer Owned
Apartments into two or more separate Apartments, combining separate
Developer Owned Apartments (including those resulting from such
subdivision or otherwise) into one or more Apartments, altering the
boundary walls between any Developer Owned Apartments, or otherwise; and
(iv) reapportion among the Developer Owned Apartments affected by such
change in size or number pursuant to the proceeding clause their
appurtenant interest in the Common Elements. If the number of rooms in a
Developer Owned Apartment is changed, or the size, and/or number of
Developer Owned Apartments is changed (whether is a result of a
subdivision or combination of Developer Owned Apartments or alteration of
boundary walls between Developer Owned Apartments, or otherwise) and the
appurtenant Percentage Interest in the Common Elements is reapportioned
as a result thereof, then the Developer shall be obligated to execute, or
(on it’s request) to require the Board to execute, and record, at
Developer's cost and expense in the office of the County Clerk of Harris
County, Texas, and elsewhere as required by law, an amendment to this
Declaration (together with such other documents as may be required to
effectuate the same) reflecting such change in the number of rooms in a
Developer Owned Apartment or in the size and/or number of Developer Owned
Apartments (whether as a result of said subdivision, combination,
alteration or otherwise) and the reapportionment of the common interests
resulting therefrom, all without the approval of the Board, the Owners or
the representatives of holders of mortgages.




                                      -7-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    Section 3. Easements.

    (a) The physical boundaries of the Apartments, the Common Elements,
and the Limited Common Elements as the same are set out on Exhibit "B"
hereto shall be conclusively presumed to be the boundaries of such areas,
notwithstanding any settling, rising, or other movement of the Buildings
or the Land, and regardless of any variances actually existing on the
date hereof with respect to such boundaries. Additionally, there is
hereby granted a valid and existing easement for any encroachments
arising out of any such variances, settling, rising, or other movement,
and such easement shall exist so long as the Project exists as a
condominium regime pursuant to the Act.

    (b) There is hereby granted to each Owner an easement in and to that
portion of the Common Elements or Limited Common Elements that is
occupied by any part of an Owner's Apartment that is not contained within
the physical boundaries of such Apartment. Without limiting the
generality of the foregoing, such easement shall cover the space occupied
by heating and air conditioning equipment, utility pipes and lines, and
other similar apparatus or equipment, which serves only one Apartment.

    (c) An Owner shall grant a right of access to the Board, the
Association and/or any person authorized by the Board or the Association
for the purpose of making inspections, or for the purpose of removing
violations noted or issued by any governmental authority against the
Common Elements, the Limited Common Elements or any other part of the
Project, or for the purpose of correcting any conditions originating in
such Apartment and threatening another Apartment or all or any part of
the Common Elements, or for the purpose of performing installations,
alterations or repairs to the mechanical or electrical services or other
portions of the Common Elements within such Apartment or elsewhere in any
Building, or for the purpose of reading, maintaining or replacing utility
meters or monitoring devices relating to the Common Elements, such
Apartment or any other Apartment in any Building or to correct any
condition which violates the provisions of any mortgage covering another
Apartment, provided that requests for such entry are made in such a
manner as will not unreasonably interfere with the use of the Apartment.
In case of an emergency, such right of entry shall be immediate without
advance notice, whether or not the Owner is present.

    (d) An Owner shall grant a right of access to the Owner's Apartment,
and the Board shall grant a right of access to the Common Elements, to
the Developer and Developer's contractors, sub-contractors, agents and
employees for the purposes of completing construction of any building or
improvements thereto in accordance with the plans and specifications
thereof, provided that access thereto shall be exercised in such a manner
as will not unreasonably interfere with the use of the Apartment for
dwelling purposes.

    Section 4. Parking Spaces. Assigned Parking Spaces shall be Limited
Common Elements limited to the exclusive use of the Owner to which such
areas are assigned hereby and designated by the Plat. The Parking Spaces
so assigned to any Apartment shall be specified in the instrument of
conveyance conveying the Apartment to its initial Owner. Thereafter, such
Parking Spaces shall be deemed appurtenant to such Apartment, and shall
be deemed to be transferred with any conveyance of such Apartment.




                                      -8-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
Notwithstanding the right of exclusive use granted as to any Parking
Space in connection with the conveyance of an Apartment, such areas shall
remain Limited Common Elements and shall be maintained by and remain
subject to the control of the Association. No Owner shall have any right
to convey a Parking Space separate and apart from such Owner's Apartment
to any party and any such attempted conveyance shall be void, and title
to such Parking Space shall revert to the Association.

                                ARTICLE IV.

                   MANAGEMENT AND OPERATION OF PROJECT

    Section 1. Management by Association. The affairs of the Project
shall be administered by the Association. The Association shall have the
rights, powers, and duties of a "Council of Co-Owners" as that term is
used in the Act. The Association shall have the power and obligation to
provide for the maintenance, repair, replacement, administration,
insuring, and operation of the Project as herein provided for, and as
provided for in the By-Laws and in the Rules and Regulations. Without
limiting the generality of the foregoing, the Association shall be
entitled to enter into such contracts and agreements concerning the
Project as a whole, the Common Elements, the Limited Common Elements, or
the Buildings as the Board deems reasonably necessary or appropriate to
maintain and operate the Project as a viable residential condominium
regime, including without limitation the right to grant utility and other
easements for the uses the Board shall deem appropriate.

    Section 2. Membership in Association. Each Owner, including
Developer, shall be a Member of the Association so long as he shall be an
Owner, and such membership shall automatically terminate when such
ownership ceases. Upon the transfer of ownership of an Apartment,
howsoever achieved, including without limitation by foreclosure of a lien
upon an Apartment, the new Owner thereof shall, concurrently with such
transfer, become a Member in the Association. If there are one or more
Owners of an Apartment, then such Owners shall designate one of their
number as the Member of the Association, which designation shall be made
in writing to the Board. After an Owner is so designated, the Board shall
have the right to rely on such designation until a written notice
revoking such appointment is received by the Board. Any such Owners may
designate the Member from among themselves in any manner they deem fit,
and in the event that such Owners are unable to agree upon one of their
number to be designated as the Member to the Association, then none of
such Owners shall have any vote, fractional or otherwise, in the
Association.

    Section 3. Initial Board of Directors, Election of First Board. The
initial Board of Directors of the Association shall be Ronald J. Finger,
Marvy A. Finger and Marilyn Meagher, or others appointed by Developer
concurrently with the recordation of this Declaration. Such Board shall
serve until the "first Board of Directors" (sometimes hereinafter so
referred to) is elected by the Members. Elections of the first Board of
Directors shall be held in accordance with the By-laws on or before the
expiration of ninety (90) days after Developer has conveyed, by deeds
duly executed and recorded, 80% of the Apartments ("Election Date").
Thereafter, elections shall be held as set forth in the By-Laws.




                                      -9-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    Section 4. Meetings of Boards of Directors. The Board of Directors
shall meet as set forth in the By-Laws.

    Section 5. Voting of Members. Each Member, including Developer, shall
be entitled to one vote in the Association per Apartment for each
Apartment owned by Developer or such Member, weighted in the proportion
to the Percentage Interest appurtenant to the Apartment or Apartments
owned by such Member as shown on Exhibit "B".

    Section 6. Resolution of Disputes. In addition to its other powers
conferred by law or hereunder, the Board shall be empowered to create
procedures for resolving disputes between Owners and other Owners, the
Board, or the Association, including appointment of committees to
consider and recommend resolutions or any such disputes.

    Section 7. Management. The Association may provide for independent
management of the Condominium Project. Such independent management may
jointly manage the Condominium Project and other property. In such event
the Association shall not be required to bear in excess of its prorata
share (based on the ratio that the number of Apartments in the
Condominium Project bears to the number of total Apartments of whatever
so jointly managed) of such independent management expense. Any agreement
for independent professional management or the Condominium Project, or
any other contract providing for services by; the Developer, shall
provide that any such contract may be terminated by either party with
cause on thirty (30) days written notice, or without cause on ninety (90)
days written notice without payment of any termination fee and the term
or any such contract shall not exceed one year but may be renewable by
agreement of the parties for successive one-year periods. Any decision by
the Association to terminate independent management and assume self-
management of the Condominium Project shall require the prior written
approval or all first mortgagees or mortgages covering the Apartments.

                                ARTICLE V.

               MAINTENANCE EXPENSE CHARGE AND MAINTENANCE FUND

    Section 1. Payment of Maintenance Expenses. Each Owner shall
contribute to the Maintenance Fund a portion or the annual Maintenance
Expense Charge for the expenses (including but not limited to utilities
and insurance expense) and administration of the Project and the
maintenance and operation of the Common Elements and the Limited Common
Elements which portion shall be in proportion to such Owner's Percentage
Interest. The Maintenance Expense Charge shall be assessed in accordance
with the provisions hereinafter set forth. No Owner is or shall be exempt
from such obligation to so contribute by waiver or use of the Common
Elements or any Limited Common Elements, or by abandonment of the
Apartment belonging to him or because of any restriction of such uses in
accordance herewith, or with the Rules and Regulations. At the time or
the initial sale of each Apartment, the Purchaser of such Apartment shall
deposit a sum equal to at least two months of the Maintenance Expense
Charge for each Apartment purchased, which funds the Association shall
hold as part or the Maintenance Expense Charge for that Apartment.




                                     -10-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    Section 2. Maintenance Expense Charge. The Maintenance Expense Charge
shall include (except where specifically stated to the contrary in this
Declaration), but not be limited to:

    (a) Expenses for the operation, maintenance, or repair or replacement
or the Common Elements and the Limited Common Elements.

    (b) Cost or carrying out the powers and duties or the Association.

    (c) All insurance premiums and expenses relating thereto, including
fire insurance and any other expenses designated as common expenses from
time to time by the Board.

    (d) Utility expenses except for electricity expense chargeable to
each Apartment.

    The Board shall also include as part of the Maintenance Expense
Charge an amount for working capital for the Association, amounts
necessary to make up any deficit in the Common Expenses for a prior year,
and such amounts as may be necessary to effect any other purpose or
requirement of this Declaration. The Board shall establish an adequate
reserve fund for replacement of common element components to be a part of
the Maintenance Expense Charge and funded by regular, rather than special
assessments.

    Section 3. Budgets; Establishment of Maintenance Expense Charge and
Maintenance Fund. Upon the recordation or this Declaration, the initial
Board shall meet and establish a budget for the operation and maintenance
of the Project for that portion or the calendar year then remaining,
which budget shall set forth the Board's reasonable estimate of all
expenses which the Association will incur in such operation and
maintenance of the Project for the remainder or such year. Such budget,
and all successive budgets, shall include a reasonable reserve fund,
herein called the "Replacement Reserve Fund", for maintenance, repairs,
and replacements to Common Elements and Limited Common Elements including
those that must be replaced on a periodic basis. Such initial budget, and
those adopted thereafter, may also provide for ad valorem tax expenses of
the Project, including a provision for taxes on individual Apartments, if
the taxing authorities having jurisdiction thereover have not then
separately assessed and valued individual Apartments. Thereafter,
annually, in the last calendar quarter of each year, the Board shall meet
and establish such a budget for the next succeeding calendar year. Copies
of each such budget shall be posted at the Project for inspection by the
Owners. After each such budget is adopted by the Board the Board shall
determine the Maintenance Expense Charge required for the operation or
the Project (including the maintenance of the Common Elements and Limited
Common Elements and for the allowance for contingencies and the
Replacement Reserve Fund) for the calendar year in question, and the
portion thereof allocable to each Owner and each Owner shall be obligated
to pay monthly, in advance, 1/12th of the portion of the Maintenance
Expense Charge so allocated to such Owner. The Maintenance Expense Charge
shall be allocated among all Owners according to the respective
Percentage Interest or such Owners.




                                     -11-


                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    The failure or delay of the Board to prepare any annual budget shall
not constitute a waiver or release in any manner of any Owner's
obligation to pay the Maintenance Charge Expense whenever the same shall
be determined and in the event of any delay or failure to establish any
annual budget, each Owner shall continue to pay the Maintenance Charge
Expense monthly, at the rate established for the previous period until a
new annual budget is established.

    Section 4. Special Assessments. If the Board at any time, or from
time to time, determines that the Maintenance Expense Charge Assessed for
any period is insufficient to provide for the continued operation of the
Project and the maintenance and replacement of the Common Elements and
Limited Common Elements, then the Board shall have the authority to levy
such special assessments as it shall deem necessary to provide for such
continued maintenance and operation and replacement. Without limiting the
generality of the foregoing, such special assessment may be assessed
because of casualty, condemnation, or other loss to any part of the
Common Elements or Limited Common Elements, or to make up for any
deficiencies caused by nonpayment of Maintenance Expense Charges by
Owners. No special assessment shall be effective until the same is
approved by Members holding at least a majority of the votes in the
Association. Any such special assessment shall be payable as may be
provided by the Board, and the payment thereof may be enforced in the
manner specified in Article V, Section 5 hereof.

     Section 5. Payment of Maintenance Expense Charge; Enforcement. One
twelfth (1/12th) of the portion of the Maintenance Expense Charge assessed
against each Owner shall be due and payable, in advance, on the first day
of each calendar month during the year for which the Maintenance Expense
Charge in question has been assessed. Any such amount not paid by the
fifth (5th) day of such month shall be deemed delinquent, and, without
notice, shall bear interest at the rate of ten (1O%) percent per annum
(or such higher rate, if any, permitted by law) from the date originally
due until paid. If any such amount shall remain unpaid by the fifteenth
(15th) day of such month, then at the Board's election the Maintenance
Expense Charge due from the delinquent Owner for the next twelve months
shall be accelerated, shall become at once due and payable, and from the
fifteenth (15th) day of such month until paid shall bear interest at the
rate of ten (10%) percent per annum (or such higher rate, if any,
permitted by law). In order to secure payment of the Maintenance Expense
Charge, the vendor's lien and superior title to each Apartment shall be
and hereby is reserved to the Association (the Maintenance Expense Charge
allocable to each Apartment being a portion or the purchase price
therefore), which lien shall be enforceable either through appropriate
judicial proceedings by the Association, or by public sale without
judicial proceedings. Each Owner, by accepting conveyance of an
Apartment, irrevocably grants to the Association a power of sale, so that
the lien for any unpaid sums required to be paid by this Declaration may
be foreclosed at public sale without judicial proceedings in the manner
prescribed by law in the State of Texas. The Board may designate a
Trustee in writing from time to time to post or cause to be posted the
required notices and to conduct such foreclosure sale. The Trustee may be
changed at any time and from time to time by an instrument in writing
signed by the President or a Vice-President of the Board and attested by




                                     -12-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
the Secretary or any Assistant Secretary of the Board and filed for
record in the Official Public Records of Real Property of, the county in
which the Project is located. The Lien provided for in this section shall
be in favor of the Association for the common benefit of Owners. In the
event that the Board has decided to foreclose the Lien provided herein
for the non-payment of assessments by any Owner, the Board shall mail to
such Owner or Owners and the mortgagee of the Apartment for which the
assessment has not been paid a copy of the notice of Trustee's Sale not
less than 21 days prior to the date on which said sale is scheduled by
posting same through the U.S. Postal Service postage prepaid certified or
registered, return receipt requested properly addressed to such Owner at
his or their last known address according to the records of the Board.
The Association may be the bidder at any such foreclosure sale and may
have the amount for which the Apartment in question is sold credited on
the sums owing to the Association. From and after any such foreclosure
the occupants of such Apartment shall be required to pay a reasonable
rent for the use of the Apartment and the purchaser at such foreclosure
shall be entitled to the appointment of a receiver to collect same, and,
further, shall be entitled to sue for recovery of possession of the
Apartment by an action of forced retainer without the necessity of giving
any notice to the former Owner or Owners or any occupants of the
Apartment sold at foreclosure. The vendor's lien and superior title and
any other liens herein reserved shall be subordinate in all respects to
any First Mortgage, and any first Mortgagee acquiring title to an
Apartment whether pursuant to the remedies provided for in its Mortgage,
or procedures in lieu thereof, shall not be liable for the unpaid portion
of the Maintenance Expense Charge attributable to the Apartment in
question that arose prior to such acquisition. Such unpaid Maintenance
Expense Charge shall be deemed to be common expenses collectable from all
of the Owners, including such acquirer, heirs, successors, legal
representatives and assigns, in accordance with their respective share of
Maintenance Expense Charge as set out in the Declaration. In addition to
the lien hereby retained, in the event of nonpayment by any Owner of such
Owner's portion of the Maintenance Expense Charge, the Association may,
upon ten days prior written notice thereof to such nonpaying Owner, in
addition to all other rights and remedies available at law or otherwise,
pursue any or all or the following remedies:

    (a) The Association may restrict the rights of such non-paying Owner
to use the Common Elements and Limited Common Elements in such manner as
the Association deems fit or appropriate;

    (b) The Association may cut off any utilities furnished through use
of any part of the Common Elements or Limited Common Elements to the
Apartment owned by such nonpaying Owner;

    (c) The Association may change or place additional locks in such
Owner's Apartment;

    (d) The Association may upon ten days written notice purchase from
such nonpaying Owner (and for this purpose each Owner hereby grants to
the Association an option to so purchase) such nonpaying Owner's
Apartment at a purchase price equal to the price at which such Owner




                                     -13-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
originally purchased the Apartment less the amount of the unpaid portion
of the Maintenance Expense Charge giving rise to such option (said option
being expressly subordinate to any First Mortgage on such nonpaying
Owner’s Apartment); and

    (e) The Association may pursue any other remedy provided the law in
addition to or in lieu of any or all of the above, including the right to
sue to recover a money Judgment for unpaid monthly expense Charge,
without thereby waiving the Lien securing the same.

    Section 6. Maintenance Fund. The Maintenance Expense Charges
collected by the Association shall be paid into the Maintenance Fund to
be held for the use and benefit, directly or indirectly, or the Project.
Such Maintenance Fund may be expended by the Board for the purposes set
forth hereinabove and generally to promote the health, benefit, and
welfare of the Project and the Owners.

    Section 7. Liability of Purchaser for Unpaid Maintenance Expense
Charges. Upon the sale or conveyance of an Apartment, except through
foreclosure of a first mortgage of record or deed in lieu thereof, all
unpaid Maintenance Expense Charges provided in Section 18 of the Act;
provided, however, that if such unpaid assessments are not paid or
collected at the time of a sale or a conveyance of an Apartment, the
grantee of the same shall be jointly and severally liable with the
selling owner for all unpaid Maintenance Expense Charges against the
latter for his share of the Maintenance Expense Charges up to the time of
the grant or conveyance, without prejudice to the grantee's right to
recover from the selling owner the amounts paid by the grantee therefore.
Any grantee of an Apartment shall be entitled, upon written request
therefore, to a statement from the Board setting forth the amount of the
unpaid Maintenance Expense Charges against the 8elling owner due the
Board; and, such grantee shall not be entitled to occupancy of the
Apartment or enjoyment of the Common Elements until such time as all
unpaid Maintenance Expense Charges due and owing by the former Owner of
the Apartment have been paid. These provisions shall he cumulative of the
rights of the Association set out in Section 18 of the Act.

    Section 8. Assessment for Utility Service. If the Utility Service is
centrally metered, the charge therefore shall be a part of the
Maintenance Expense Charges. If any said service is individually metered
to each Apartment, or if the Utility Service use and consumption of each
Apartment is individually measured and monitored, the charge therefore
shall be allocated and paid by, the Owner of each respective Apartment
based upon the amount of service reflected by such meter or monitoring
system. All other Utility Services consumed by the Project shall be a
part of the Maintenance Expense Charges.

    Section 9. Personal Property Assessment. The Association shall be
assessed as the person or entity in possession of any tangible personal
property of the Project owned or possessed in common by the Owners and
personal property taxes based thereon shall be treated as expenses of
administration of the Project.




                                     -14-

                             FROM THE LAW OFFICES OF
                            LAPIN, TOTZ, & MAYER
                              ATTORNEYS AT LAW
                              2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                             HOUSTON, TEXAS 77002
    Section 10. Assessments as Capital Contributions. Assessments levied
by the Association against each Owner pursuant to the provisions herein
above stated which are expended on capital expenditures, or which are set
aside in a reserve for future repairs or improvements within the Project
whether or not such improvements would otherwise be considered capital in
nature pursuant to Section 263 of the Internal Revenue Code of 1954, as
amended shall be treated as capital contributions by such Owner to the
Association and shall be shown on the books of the Association as such.

    The provision of this Section 10 may be amended by a majority of the
Board of Directors of the Association it, in the sole discretion or such
Board or Directors, such action is necessary to conform to any change in
the Internal Revenue Code of 1954 as amended or any Treasury Regulation or
Ruling promulgated thereunder. Notwithstanding anything contained in this
Declaration to the contrary, any amendment to this Section 10 duly
authorized by the Board of Directors of the Association shall not require
the consent of any Owner or Mortgagee.

                                   ARTICLE VI.

                                     INSURANCE

    Section I. General Provisions. The Board shall obtain insurance for
the Project as follows, in such amounts as the Board may deem appropriate,
except where otherwise specifically indicated the premiums for, which
shall be borne by the Maintenance Fund:

    (a) Insurance on the Buildings (including Apartments), Common Elements
and Limited Common Elements against loss or damage by fire or by any and
all other risks insured by standard extended coverage policies in use in
the State or Texas, with such endorsements as the Board deems advisable,
in amounts sufficient to prevent the Association from being a co-insurer
within, the terms or such policies but in any event in an amount not less
than the full insurable replacement coat thereof. The full insurable
replacement cost of the Buildings (including Apartments), Common Elements
and Limited Common Elements shall be determined annually by the Board
which may obtain an appraisal in making such determination, the cost of
which shall be paid from the Maintenance Fund.

    (b) Insurance on the Buildings (including Apartments) against all loss
or damage from explosion of boilers, heating apparatus, pressure vessels,
and pressure pipes installed in or about said Buildings.

    (c) Comprehensive general liability insurance against Claims for
personal injury or death (minimum coverage of $300,000.00) or property
damage (minimum coverage of $100,000), suffered by the public or any
Owner, the family, agent, employee, or invitee of any Owner occurring in,
on or about the Project or upon, in, or about the private driveways,
roadways, walkways, and passageways on or adjoining the Project, and at
least $1,000,000.00 in so called "umbrella" coverage. Any policy obtained
pursuant to this subsection (c) shall contain a cross liability
endorsement whereby the rights of named insured shall not prejudice




                                     -15-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
his, her, or their action or actions against another named insured, and
shall contain a "severability of interest" type of endorsement precluding
the insurer from denying a claim of an Owner or the Association because or
the negligent acts of other Owners, or the Association.

    (d) Such workman's compensation insurance as may be necessary to
comply with applicable laws.

    (e) Employer's liability insurance.

    (f) Fidelity bonds (in amounts set by the Board) indemnifying the
Association, the Board, and the Owners from loss of funds resulting from
fraudulent or dishonest acts of any employee of the Association or of any
other person handling the funds of the Association.

    (g) Director's and Officer's liability insurance for the Directors and
officers of the Association against any liability asserted against any
such party, or incurred by such party in such capacity, or arising out of
such party's status as a director or officer.

    {h) Such other insurance in such reasonable amounts as the Board shall
deem desirable, or as may be required from time to time by the Federal
Home Loan Mortgage Corporation or other governmental agency or body as a
prerequisite to the acquisition of a Mortgage by such corporation or other
governmental agency or body.

    Section 2. Policies. All insurance provided for in this Article shall
be effected with responsible insurers authorized to do business in the
State of Texas. All such policies of insurance shall name as insured the
Association, as Trustee for each Owner in accordance with such Owner's
Percentage Interest, and all Mortgagees, all as their respective interests
may appear. All such policies shall be without contribution with regard to
any other policies of insurance carried individually by an Owner, and
shall provide that such policy shall not be terminated for any cause
without at least thirty days prior written notice to the Association and
the Mortgagees. If possible, all policies of insurance of the character
described in this Article shall contain an endorsement extending coverage
to include the payment of Maintenance Expense Charges with respect to
Apartments damaged during the period of reconstruction thereof. Any
proceeds paid in respect of any insurance policy obtained by the Board
pursuant to this Article VI shall be held and disbursed by the Board, or
by the Board, as Trustee in accordance with the provision of Section 6
hereafter.

    Section 3. Future Laws. In the event that an insurance policy
specifically designed to meet the insurance needs of condominium regimes
hereafter becomes available in Texas, the Board shall be authorized to
obtain such a policy provided that the coverage afforded thereby at least
equals the coverage provided by the policies enumerated in this Article.

    Section 4. Individual Insurance. Each Owner shall be responsible for
insuring the contents and furnishings of his Apartment and of the Limited
Common Elements subject to his exclusive control, and for insuring the




                                     -16-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
Owner's improvements, alterations, additions, and fixtures not covered by
the master policy to be purchased by the Association. All policies of
casualty insurance carried by each Owner shall be without contribution
with respect to the policies or casualty insurance obtained by the Board
for the Benefit or all of the Owners as above provided. Owners may carry
individual policies or liability insurance insuring against the liability
of such Owners, at their own cost and expense.

    Section 5. Waiver of Subrogation. All such policies shall contain a
Waiver or Subrogation by the insurer as to any and all claims against the
Association, the Owner of any Apartment and/or their respective agents,
employees or tenants, and Waivers of any defenses based upon co-insurance
or other insurance or upon invalidity arising from the acts of the insured
and of prorata reduction of liability.

    Section 6. Board as Trustee of Insurance Proceeds. In the handling of
insurance proceeds, each member of the Board shall act and have the
responsibility of a Trustee to and for the benefit of all Owners and
mortgages, as their interest may appear. The duty of the Board and their
successors from time who shall receive proceeds of any insurance policies
shall be to receive such proceeds as are paid and to hold the same in
trust for the purposes elsewhere stated herein and for the benefit of the
Board, Owners and their mortgagees. The funds received by the Board
pursuant to the foregoing shall be distributed to or for the benefit of
the Beneficial Owners in the following manner:

   (a)    If the damage for which the funds are paid is to be
          repaired or reconstructed, the remaining proceeds shall
          be applied toward the cost thereof as hereinafter
          provided. Any funds remaining after paying such costs
          shall be held by the Board for the benefit of the Owners
          and the Mortgagees as their interests may appear and
          distributed accordingly.

    (b)   If it is determined that the damage for which the
          proceeds are paid shall not be reconstructed or
          repaired, the remaining proceeds, together with any
          proceeds from the sale of the Project shall be disbursed
          to or for the account of the beneficial owners, in the
          respective Percentage Interests appurtenant to each
          Apartment, in the following order:

          (i) For the payment of all taxes and assessments to the
          State of Texas or any political subdivision thereof.

          (ii) For the payment of all sums unpaid on any first
          lien Mortgage on such Apartment.

          (iii) For the payment of unpaid Maintenance Expense
          Charges.




                                       -17-

                               FROM THE LAW OFFICES OF
                              LAPIN, TOTZ, & MAYER
                                ATTORNEYS AT LAW
                                2626 TWO SHELL PLAZA
                                777 WALKER AT MILAM
                               HOUSTON, TEXAS 77002
          (iv) For the payment of all sums unpaid on any other
          Mortgage on such Apartment.

          (v) The balance remaining, if any, shall be paid to the
          Owner of such Apartment.

          The remittances to Owners and their Mortgagees for items
          (ii), (iv) and (v) may be paid jointly to them and the
          Trustee shall not be responsible for determining the
          respective amounts owed to each such party.

    (c)   The determination as to whether the Project is to be repaired or
          reconstructed shall be made in the manner set forth in Article
          VII or this Declaration.

    If the insurance proceeds received by the Board are to be used to
defray the costs of repairing or reconstructing the Project (or if any
insurance proceeds or the proceeds of any assessment made pursuant to the
Declaration received by the Board are to be so used) such funds shall be
disbursed for such purposes as follows:

    (a)   The work shall be in charge of an architect or engineer
          acceptable to the Board. To the extent feasible, said
          Plans and Specifications shall provide for such work
          that, upon completion thereof, the Project shall be at
          least equal in value and general utility to the Project
          as it existed prior to the damage, destruction, or
          taking.

    (b)   Unless otherwise approved by the Board, the contract or
          contracts for the work shall be awarded on the basis of
          competitive bidding.

    (c)   Each request for payment shall be made on seven days
          prior notice to the Board and shall be accompanied by a
          certificate to be made by an officer of the
          Association, and by such architect or engineer, stating
          (i) that all of the work completed has been done in
          compliance with the approved plans and specifications
          if any be required under paragraph (a); (ii) that the
          sum requested is justly required to reimburse the
          Association for payment by the Association to or as
          justly due to the contractors, subcontractors,
          materialmen, laborers, engineers, architects, or other
          persons rendering services or materials for the work
          (giving a brief description of such services and
          materials), and that when added to all sums previously
          paid out by the Association, does not exceed the value
          of the work done to the date of such certificate; (iii)
          that the amount of such proceeds remaining in the hands
          of the Board will be sufficient upon completion of the
          work to pay for the same in full.




                                      -18-

                              FROM THE LAW OFFICES OF
                              LAPIN, TOTZ, & MAYER
                                ATTORNEYS AT LAW
                                2626 TWO SHELL PLAZA
                                777 WALKER AT MILAM
                               HOUSTON, TEXAS 77002
   (d)   If demanded by the Board, each request shall be
         accompanied by waivers of lien satisfactory to the
         Board covering that part of the work for which payment
         or reimbursement is being requested and by a search
         prepared by a title company or licensed abstractor or
         by other evidence satisfactory to the Board that there
         has not been filed with respect to the Project any
         mechanics' or materialmen's lien or other lien or any
         instrument for the retention of title in respect of any
         part of the work not discharged of record.

   (e)   The request for any payment after the work has been
         completed shall be accompanied by a copy of any
         certificate or certificates required by law to render
         occupancy of the Project legal.

   (f)   The Board may require that the contractor or contractors
         obtain performance bonds and payment bonds.

                                ARTICLE VII.

                       FIRE OR CASUALTY: REBUILDING

    Section 1. Determination of Loss.

    (a) In the event of a fire or other casualty causing damage or
destruction to the Buildings, the Board shall determine whether such loss
comprises more than two-thirds of the Buildings. Unless otherwise required
by law, such determination shall be made by determining whether the cost
of necessary repair or reconstruction would exceed two-thirds of the cost
of reconstructing all Buildings as they existed immediately prior to such
fire or other casualty. In the event of fire or other casualty which does
not comprise more than two-thirds of the Buildings, the Buildings shall be
repaired and reconstructed substantially in accordance with the original
plans and specifications therefor.

    (b) In the event that fire or other casualty destroys the whole or
more than two-thirds of the Buildings, which determination shall be made
in the manner hereinabove set forth, and unless otherwise unanimously
agreed upon by the Owners, all proceeds of insurance policies carried by
the Association and the balance of the Maintenance fund shall be delivered
in accordance with the provisions hereinabove set forth. In the event of
such destruction, the Condominium Regime will continue unless dissolved by
1OO% of all Owners, and then upon such termination, the Apartments, Common
Elements, and Limited Common Elements shall be deemed to be regrouped and
merged into single estate owned in undivided interests by all Owners as
tenants-in-common in the Percentage Interest previously owned by each
Owner.

    (c) In the event or a fire or other casualty causing damage or
destruction to the Buildings the Board shall notify the Mortgagees in
writing of such damage or destruction.




                                      -19-

                              FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
    Section 2. Rebuilding.

    (a) If it is determined that the Buildings shall be repaired and
reconstructed, then all proceeds of insurance policies carried by the
Association with respect to such fire or casualty shall be paid and held
in accordance with the provisions hereinabove set forth. The Board shall
thereupon contract to repair or rebuild the damaged portions of all
Buildings, Common Elements, Limited Common Elements and Apartments in
accordance with the original plans and specifications therefor and the
funds received from the insurance carrier shall be used for this purpose
and disbursed in accordance with the terms of the contract or repair and
rebuilding and this Declaration.

    (b) In the event that such insurance proceeds are insufficient to
provide for such repair, restoration, or rebuilding, those costs in excess
or the insurance proceeds shall be assessed against all or the Owners
directly effected by the damage, in proportion to their Percentage
Interests. Such special assessments shall not require the consent of the
Members notwithstanding the provisions of Section 4 of Article V
hereinabove. If any Owner shall fail to pay such special assessments when
due, the Board may make up the deficiency by payment from the Maintenance
Fund. Payment of such assessments shall be enforced as provided for in
Section 5 of Article V hereinabove.

    Section 3. Repair of Apartments. Each Owner shall be responsible for
the reconstruction, repair, and replacement of all personal and other
property in or part of his Apartment that is not a Common Element or
Limited Common Element.

    Section 4. Indemnity of Association. Each Owner shall be responsible
for any costs not otherwise covered by insurance carried by the
Association and caused by such Owner's negligence or misuse or by the
negligence or misuse or his immediate family, or his agents or employees
in the course of their duties, and shall, to the extent not covered by
insurance proceeds collected by the Association, indemnify the Association
and all other Owners against any such costs.

                                  ARTICLE VIII.

                                 EMINENT DOMAIN

    Section 1. General Provisions. If all or any part or the Project is
taken or threatened to be taken by condemnation, eminent domain, or by any
other similar power, the Board and each Owner shall be entitled to
participate in proceedings incident thereto at their respective expense.
The Board shall give notice of the existence of such proceeding and or any
such taking to all Owners and Mortgagees known to the Board. The expense
of participation in such proceedings by the Board shall be borne by the
Maintenance Fund. The Board is specifically authorized to obtain and pay
for such assistance from attorneys, appraisers, architects, engineers,
expert witnesses, and other persons as the Board In its discretion deems
necessary or advisable to aid or advise it in matters relating to such
proceedings. All damages or awards for any such taking shall be deposited
with the Board, acting as trustee, and such damages or awards shall be
applied or paid as provided in this Article VIII.




                                     -20-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
    Section 2. Common Elements; Limited Common Elements Not Subject to
Exclusive Use. In the event that an action in eminent domain is brought to
condemn a portion of the Common Elements, or any Limited Common Elements
that are not exclusively limited to the use of the Owner of one Apartment
(hereafter in this Section 2 or Article VIII, only, all references to
Limited Common Elements shall be deemed to be references only to such
Limited Common Elements) the Board shall have the sole authority to
determine whether to defend any such proceeding; to make any settlement
with respect thereto; or to convey such property to the condemning
authority in lieu of such condemnation proceeding. With respect to any
such taking of Common Elements or Limited Common Elements, all damages and
awards shall be determined for such taking as a whole and not for each
Owner’s interest therein. After the damages or awards for such taking are
determined, such damages or awards shall be paid to each Owner in
proportion to his Percentage Interest. The Board may, if it deems
advisable, call a meeting of the Association, at which meeting the
Members, by a majority vote, shall decide whether to replace or restore as
far as possible the Common Elements or such Limited Common Elements so
taken or damaged.

    Section 3. Taking of Less Than Two-thirds Of Apartments and Limited
Common Elements Subject To Exclusive Use. In the event that any eminent
domain proceeding results in the taking of or damage to one or more, but
less than two-thirds of the total number of Apartments or those Limited
Common Elements reserved for the exclusive use of the Owner of one
Apartment {hereafter in this Section 3 or Article VIII only, all
references to Limited Common Elements shall be deemed to be references
only to such Limited Common Elements), or both, then the damages and
awards for such taking and the payment thereof shall be determined in
accordance with the following:

    (a) The Board shall determine which of the Apartments damaged by such
taking may be made tenantable and which Limited Common Elements may be
made usable for the purposes set forth in this Declaration.

    (b) The Board shall determine whether it is reasonably practicable to
operate the remaining Apartments and Limited Common Elements {including
those which may be made tenantable or usable) in the manner provided in
this Declaration.

    (c) If 100% of the Members determine that it is not reasonably
practicable to operate such remaining Apartments and Limited Common
Elements, then the Project shall be deemed to be regrouped and merged into
a single estate owned jointly in undivided interest by all Owners, as
tenants-in-common, in their respective Percentage Interests, and the
condominium regime hereby established shall terminate.

    (d) If the Board determines that it will be reasonably practicable to
operate such remaining Apartments and Limited Common Elements, then the
damages and awards made with respect to each Apartment and Limited Common
Element which has been determined to be capable of being made tenantable
or usable shall be applied to the repair and reconstruction thereof. If
the cost of such work exceeds the amount at the award, the additional




                                     -21-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
funds required shall be assessed against the Owners or those Apartments
which are being repaired or reconstructed "so as to be made tenantable and
against those Owners who have the exclusive right of use of the Limited
Common Elements being made usable. With respect to those Apartments and
Limited Common Elements which may not be made tenantable or usable, the
award made with respect thereto shall be paid to the Owner who owns each
Apartment or has the exclusive right of use of the Limited Common
Elements, or to their Mortgagee, as their interests may appear, and the
remaining portion of such Apartments and Limited Common Elements, if any,
shall become a part or the Common Elements and the repair and use thereof
shall be determined by the Board. Those Apartments which may not be made
tenantable shall no longer be a part of the Project and the Percentage
Interest appurtenant to each remaining Apartment of the Project shall be
adjusted by the Board, in such manner as it may determine, to distribute
the ownership of the undivided interests in the Common Elements among the
reduced number of Owners. After making such adjustment the Board will
cause an instrument reflecting the new Percentage Interest appurtenant to
each Apartment to be duly recorded.

    Section 4. Taking in Excess of Two-Thirds of Apartments and Limited
Common Elements Subject to Exclusive Use. If the entire Project is taken,
or two-thirds or more of the Apartments and Limited Common Elements
subject to exclusive use are taken or damaged by such taking, all damages
and awards shall be paid to the accounts of the Owners thereof (or the
Owners entitled to such exclusive use), in proportion to their Percentage
interests. Upon the determination and approval of 1OO% of the Members, the
Condominium Regime hereby established shall terminate upon such payment.
Upon such termination, the Apartments, Common Elements, and Limited Common
Elements shall be deemed to be regrouped and merged into a single estate
owned in undivided interest by all Owners, as tenants-in-common, in their
respective Percentage Interests.

    Section 5. Payment of Awards and Damages. Any damages or awards
provided in this Article to be paid to or for the account of any Owner by
the Board, acting as trustee, shall be subject to the provisions of any
Mortgagee affecting such Owner's Apartment, shall be applied first to the
payment of any taxes or assessments by governmental authorities past due
and unpaid with respect to that Apartment; secondly, to amounts due under
any Mortgages; thirdly, to the payment of any unpaid Maintenance Expense
Charges or special assessments charged to or made against the Apartment;
and finally to the Owners of such Apartment. Nothing in this Article shall
entitle the Owner of an Apartment to priority over a mortgagee with
respect to the distribution to such Apartment of the proceeds of any award
or settlement.

    Section 6. Board as Agent.

    (a) This Declaration does hereby make it mandatory the irrevocable
appointment or the Association as an attorney-in-fact to deal with the
Project, in whole or in part, upon its destruction, repair or
obsolescence, or if it is subject to condemnation proceedings contemplated
herein. Title to any Apartment is declared and expressly made subject to
the terms and conditions hereof and acceptance by any Grantee of a deed or
other instrument or conveyance from the Developer or from any Owner or
Grantor shall constitute appointment or the attorney-in-fact herein




                                       -22-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                                 2626 TWO SHELL PLAZA
                                 777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
provided. All of the Owners irrevocably constitute and appoint the
Association as their true and lawful attorney in their home, place and
stead for the purpose of dealing with said Apartment upon its destruction
or obsolescence or taking by eminent domain as is hereinafter provided, or
the taking of any part of the Common Elements. As attorney-in-fact, the
Association, by its president and secretary or assistant secretary shall
have full and complete authorization, right and power to make, execute and
deliver any contract, deed or any other instrument with respect to the
interests or an Owner which are necessary and appropriate to the exercise
of the powers herein granted. Any repair. Reconstruction or replacement
made of the improvements shall be to substantially the same condition as
existing prior to the damage, with each Apartment and the general and
limited Common Elements having substantially the same condition existing
prior to the damage, with each Apartment and the general and Limited
Common Elements having substantially the same vertical and horizontal
boundaries as before. The proceeds of any insurance or condemnation
proceeds collected shall be available to the Association for purposes of
repair, restoration or replacement unless the Owners agree not to rebuild
in accordance with the provisions set forth herein. The Association shall
have full authority, right and power, as attorney-in-fact, to cause any
repair and restoration of the improvements permitted or required
hereunder.

    In addition, and without limitation on the generality of the
foregoing, the Association, as said attorney shall have the full power and
authority to purchase and maintain insurance, to collect and remit the
premiums therefore, to collect proceeds of insurance and/or condominium
awards and to distribute the same to the Association, the Owners and their
respective Mortgagees (subject to the provisions hereof) as their
interests may appear, to execute releases of liability and to execute all
documents and do all things on behalf of such Owners and the Project as
shall be necessary or convenient to the accomplishment of the foregoing;
and any insurer may deal exclusively with the Association in regard to
such matters. The Association shall not be responsible for procurement or
maintenance of any insurance covering the contents or the interior of any
Apartment for the liability of any Owner for occurrences therein not
caused by or in connection with the Association's operation, maintenance
or use of the Project.

    (b) Notwithstanding anything contained herein to the contrary, no
provision contained herein or in the Declaration shall give an Owner, or
any other party, priority over any first mortgagee with respect to
distribution of proceeds of insurance or condemnation.

                                ARTICLE IX.

                    AMENDMENTS TO DECLARATION; BY-LAWS

    Section 1. General Provision. Except as otherwise provided by law,
elsewhere in this Declaration, or in Section 2 hereafter, after the
Election Date, the provisions hereof may be amended by an instrument in
writing, signed by Members having not less than 75% of the votes in the
Association entitled to vote thereupon (weighted in proportion to each
Owner's Percentage Interest), but no such amendment shall be effective
until a written notice thereof is duly recorded in the Office of the
County Clerk of Harris County. Texas. Subject to the provisions of




                                     -23-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
Article IX, Section 2, as well as those contained elsewhere in this
Declaration, Developer reserves the right to amend the provisions hereof
at any time and from time to time, prior to the Election Date, without the
approval or the Board or any Member thereof. The By-laws or the
Association may be amended as therein set forth.

    Section 2. Protection Of Mortgagee. An Owner who mortgages his
Apartment shall notify the Board giving the name and address of his
mortgagee. The Board shall maintain such information in a book entitled
"Mortgagee's of Apartments". The Association shall notify a first
mortgagee in writing, upon request or such mortgagee of any default by the
mortgagor in the performance of such mortgagor's obligations as set forth
in the Declaration which is not cured within thirty (30) days. The
Association shall, at the request of any first mortgagee of any Apartment,
report to such first mortgagee, any unpaid assessments due from the Owner
of such Apartment to the Association. In addition, the Association shall
notify each first mortgagee of the name or each company insuring the
Condominium Project under the Master Policy and the amounts of the
coverages thereunder. If necessary in order to satisfy FNMA and/or Federal
Home Loan Mortgage Corporation Conventional Whole Loan Requirements, the
Association shall give the institutional holder of any first mortgage on
an Apartment and FNMA or FHLMC notice (care of the applicable Servicer at
such Servicer's address) in writing of any loss to, or taking of, the
Common Elements of the Condominium Project if such loss or taking exceeds
$1O,OOO or damages to a Condominium Unit covered by a mortgage purchased
in whole or in part by FHLMC exceeds $1,000. The Association shall also
notify in writing each first mortgagee of all meetings or the Association
and shall permit the mortgagee to designate a representative to attend all
such meetings. In addition, each first mortgagee shall be entitled to
inspect the books and records of the Condominium Project during normal
business hours and to receive an annual audited financial statement, if
required of the Project within ninety (90) days following the end or any
fiscal year of the Condominium Project. The prior written approval of each
institutional holder or a first mortgage, deed or trust, or equivalent
security interest (based upon one vote for each first mortgage owned)
shall be required for the following:

    (a) To abandon or terminate the Condominium Regime, except for
abandonment or termination provided by law, in case or substantial
destruction by fire or other casualty or in the case of a taking by
condemnation or eminent domain.

    (b) Changing the pro rata share or ownership or each Apartment in the
Common Elements, except for Developer owned Apartments.

    (c) Changing the allocation of distributions of hazard insurance
proceeds or condemnation awards.

    (d) Abandoning, partitioning, encumbering, selling or transferring
Common Elements, except for granting public utility easements.

    (e) Partition or subdivide any Condominium Apartment except for
Developer Owned Apartments.




                                     -24-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
    (f) Change the percentage interest or obligations of any Individual
Condominium Apartment for the purpose of paying and levying assessments or
charges or allocating distributions of hazard insurance proceeds or
Condominium awards.

    (g) The effectuation of any decision by the Association to terminate
professional management and assume self-management of the Project.

                                 ARTICLE X.

                   RESTRICTIONS ON LEASING OF APARTMENT

    No Owner shall have any right to lease or sublet such Owner's
Apartment, other than in accordance with the provisions of this Article X
provided however, the provisions of this Article X shall not apply to
Developer prior to the Election Date nor shall they apply to any Mortgagee
who obtains the ownership of an Apartment pursuant to remedies provided in
a Mortgage, or foreclosure thereof, or deed or assignment in lieu of
foreclosure. If any Owner, other than those exempted from the operation of
this Article X by the immediately preceding sentence, shall desire to
lease or sublet such Owner's Apartment, the Owner shall first give written
notice thereof to the Board, which notice shall set forth the terms and
provisions of the proposed lease agreement and shall include a copy of the
written lease proposed to be entered into. Within 5 days of the receipt of
such notice, the Board shall either approve or disapprove the proposed
lease agreement and in the event of such Board disapproval, such Owner
shall have no right to lease or rent the Apartment in question pursuant to
such proposed lease agreement, and any such attempted lease shall be void
and of no force and effect. The Association may resort to any remedies
available to it, including a proceeding in forceable entry and detainer
and the remedies set out in Section 5 of Article I hereinabove, to enforce
provisions or this Article X. The Board, in no event, shall unreasonably
withhold its approval if any proposed lease agreement; however, should the
Board find that the proposed tenant has a poor credit rating, has received
poor references from prior landlords or if the Board determines that the
term of the lease is not adequate, or that the security deposit required
thereunder is not adequate to protect the interests of the other Owners in
maintaining, the integrity of the Project, the Board may refuse to approve
such lease agreement. The foregoing list is illustrative only, and is not
an exclusive listing of possible grounds for the withholding of approval
of a proposed lease agreement by the Board. In any event, no lease
agreement shall be entered into unless and until the proposed tenant
thereunder has deposited with the Association, if required by the Board, a
good and sufficient security deposit to cover the portion or the
Maintenance Expense Charge attributable to such Apartment. The amount of
such security deposit shall be set by the Board in a reasonable amount to
protect the Association and the other Owners, due regard being given to
the credit worthiness or the proposed tenant, the length or the term of
the proposed lease, and such other factors as the Board may determine.
Nothing in this Article X shall be deemed to, construed as, or used in any
way to discriminate against any person on the account of age, race, color,
creed, sex or religion. Any lease agreement shall be required to provide
that the terms of the lease shall be subject in all respects to the
provision or the Declaration and the By-Laws and that any failure




                                     -25-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
by the lessee to comply with the terms of such documents shall be a
default under the lease.

                                ARTICLE XI.

                               MISCELLANEOUS

    Section 1. Partition. The Common Elements and Limited Common Elements
shall remain undivided and shall not be subject to an action for partition
or division so long as the Project is maintained as a condominium regime
in accordance with the terms and provisions hereof. In any event, no such
partition may be affected until consent is had from all Mortgagees or all
Mortgages. Are paid in full.

    Section 2. Severability. In the event of the invalidity or partial
invalidity or unenforceability of any provision or portion of this
Declaration, the remainder of this Declaration shall remain in full force
and effect.

    Section 3. Enforcement. The Board, or any Owner, shall be entitled to
enforce any of the terms and provisions hereof by action at law or in
equity, or the Board, after five (5) days prior written notice to the
Owner in question, may pursue any of the remedies provided for in Sections
5(a) through 5(e), inclusive, in Article V hereinabove. Failure by the
Board or any Owner or Owners to so enforce the terms hereof shall not be
deemed a waiver of any breach or failure to adhere to any of the terms and
provisions hereof.

    Section 4. Covenant Running with Land. Subject to change according to
Article IX, the terms and provisions hereof shall be deemed to be
covenants running with the land and shall be binding upon the Developer,
all Owners, and their heirs, legal representatives, successors and
assigns.

    Section 5. Applicable Documents. All present and future Owners,
tenants and occupants of the Apartments shall be subject to and shall
comply with, the provisions of this Declaration, the By-Laws adopted or to
be adopted by the Developer or the Association, and the Rules and
Regulations as the same may exist from time to time. The acceptance of a
Deed or conveyance to, or the entering into of a Lease or the entering
into the occupancy of, any Apartment shall constitute an agreement that
the provisions of this Declaration, the By-Laws and the rules and
regulations, as they may exist from time to time, are accepted and
ratified by such Owner, tenant or occupant. The Rules and Regulations with
respect to the day-to-day maintenance, operation, and enjoyment of the
Common Elements and the Project may be amended from time to time by the
Board. The Rules and Regulations are of equal dignity with and shall be
enforceable in the same manner as, the provisions of this Declaration. But
in the event of a conflict, this Declaration shall control. Each Owner, by
accepting conveyance of an Apartment, agrees to comply with and abide by
the Rules and Regulations, as the same may be amended from time to time.

    Section 6. Exhibits. Exhibits "A" through and including “J” attached
hereto are hereby incorporated by reference in this Declaration for all
purposes, as if set out verbatim herein.

    Section 7. Easements. The Board shall have the right to grant to
utility companies and other similar entities such as elements,




                                     -26-

                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002
rights-of-way, and other rights as may be reasonably necessary to service
the Project and establish, operate or maintain the same as a viable
condominium Project.

    Section 8. Developer’s Right to Lease or Rent Apartments. Developer
shall have the right prior to the Election Date to rent or lease
Apartments owned by Developer to such parties and upon such terms and
conditions as Developer may elect. All tenants or lessees of Developer
shall have access to the Project, the Common Elements, and the Limited
Common Elements in the same manner as Owners, and shall be bound hereby
and by the Rules and Regulations.

    Section 9. Developer’s Use of Apartments. Developer reserves the right
prior to the Election Date to use the Apartments owned by Developer for
such purposes as Developer may deem appropriate in connection with
Developer's marketing program provided that such use shall not
unreasonably interfere with the rights of other Owners.

    Section 10. Successor to Developer. In the event Developer shall sell,
assign, transfer or convey, or in the event any other person, firm or
corporation shall acquire by foreclosure, deed in lieu thereof, or
otherwise, Developer’s interest in the Property covered hereby (other than
by and through the sale of individual condominium apartments), then and in
any such event any subsequent Owner shall succeed to and be bound by all
the rights, privileges, duties and obligations of the Developer.




                                     -27-
                             FROM THE LAW OFFICES OF
                             LAPIN, TOTZ, & MAYER
                               ATTORNEYS AT LAW
                               2626 TWO SHELL PLAZA
                               777 WALKER AT MILAM
                              HOUSTON, TEXAS 77002

				
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