passed at membership at meeting on 7/18/02

LAKE EASEMENT RESTRICTIONS

AND COVENANTS

STATE OF TEXAS           )

                                          )          KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF DALLAS    )

            WHEREAS, the Irving Lake Association, Inc. (ILA) is the present owner and developer of the hereinafter described Property located in Irving, Texas, upon which a lake is located: and

            WHEREAS, it is the intent of ILA that the herein described Lake shall be maintained and continue to exist for the use and benefit of all of the Lots in the Property.

            NOW, THEREFORE, ILA, in order to continue and create the existence of the Lake on a general and fair plan for use and for the benefit of the present and future owners of Lots in the Property, does hereby adopt and establish the following covenants and cross-access and cross-use easements which shall be applicable to the Property and  ILA has deemed it desirable for the preservation of the values in the Property to create a corporation to which would be delegated and assigned the powers of maintaining and administering the Lake Area and carrying out the covenants and restrictions herein set out, and it is hereby agreed and declared that the Property shall be held, transferred, improved, sold, conveyed, used and occupied subject to the following easements and restrictions which shall;

(i)                   (i)               be covenants running with and binding the Property and each and every Lot therein and

(ii)                 (ii)              be binding upon and enforceable against ILA and its successors and assigns and all subsequent owners of the Property or any portion thereof, whether by purchase, descent, devise, gift, trade or otherwise, and each and all individuals and entities by the acceptance of title to any portion of the Property, shall and do thereby agree and covenant to abide by and perform the following provisions, and agreements:

ARTICLE I

DEFINITIONS

Definitions. The following shall have the meanings indicated:

(1)        "Property" means all of the property which lies within and is enclosed by a line that is parallel with and located toward the land (rather than toward the water of the Lake) a distance of ten (10) feet from the reference line of the Lake Area as described in Exhibit A attached hereto and made a part hereof for all purposes, as the same may be adjusted as provided in Article VII: and includes all of the Lake or Lake Area.

(2)        “ILA” or “Association” shall mean and refer to the Irving Lake Association, Inc., a Texas non-profit corporation.

(3)        "Owner" shall mean and refer to every person or entity who is a record owner of a fee or undivided fee interest in any Lot. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation.

(4)        "Member" shall mean and refer to each owner as provided herein in Article II.

(5)        "Lot" means any lot in any platted subdivision within the Property, and, to the extent any portion of the Property abutting the shoreline of the Lake is not platted, then the same means each portion of the Property which borders or has 65 feet of frontage on the Lake.

(6)        "Lake" or "Lake Area" means all of the property lying within the reference line described in Exhibit A which is or would be inundated by the body of water now on the property at the normal pool elevation of such lake, which is 429 feet above mean sea level.

(7)        "Lake Bed" means all of the property which lies within and is enclosed by a line which is parallel with and located toward the water (rather than to the shore or land) a distance of twenty-five feet (25') from the reference line of the Lake Area as described in Exhibit A attached hereto and made a part hereof for all purposes, as the same may be adjusted as provided in Article VII.

(8)        "Existing Restrictions" means those certain covenants and restrictions made by Centennial Homes, Inc. and recorded in Volume           , Page           of the Deed Records of Dallas County, Texas covering Garden Isles Addition, Section 1, and any other similar restrictions hereafter filed of record in the records of the County Clerk of Dallas County, Texas, covering other subdivisions in or adjoining the Property.

(9)        "Declaration" means this Lake Easement Restrictions and Covenants.

ARTICLE II

MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION

            Section 1.         Membership:    Every Owner of a Lot is and shall automatically be a Member of the Association.

            Section 2.         Classes of Membership:            The Association shall only have one class of voting membership:

            Each Member shall be entitled to one vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote for such Lot shall be exercised as they, among themselves, determine, but in no event shall more than one vote be cast with respect to any such Lot.

            Section 3.         Voting, Quorum and Notice Requirements:        Except as specifically provided elsewhere herein, any action of the Association may be taken with the consent of a majority of the total votes represented at a meeting duly called for that purpose, written notice of which shall be given to all Members not less than ten (10) days nor more than sixty (60) days in advance and shall set forth the purpose of such meeting.

 (a)               At the first meeting called, as hereinafter provided, the presence at the meeting of Members, or of proxies, entitled to cast fifty (50) percent of all the votes of membership shall constitute a quorum. If the required quorum is not present at the meeting, the Members present in person or represented by proxy shall have the power to adjourn the meeting and immediately after such adjournment, subject to the notice requirement hereinabove set forth, to reconvene a meeting of Members, at which a quorum shall consist of fifty percent (50%) of the quorum required at the prior meeting, and if a quorum is present, any business may be transacted which might have been transacted at the meeting as originally notified; provided that, no such second meeting shall be held more than sixty (60) days following the first meeting.

(b)        Any provision of this Declaration to the contrary notwithstanding, any action referred to in paragraph (a) of this Section may be taken with the assent given in and signed by Members having a majority of the outstanding votes.

(c)        Except as specifically set forth herein, notice, voting and quorum requirements for all action to be taken by the ILA shall be as set forth in its Articles of Incorporation and Bylaws, as same may be amended from time to time.

ARTICLE III

PROPERTY RIGHTS IN THE LAKE AREA

            Section l.          Members' Easements of Enjoyment:      Subject to the other provisions hereof, every Member and every tenant of every Member, who resides on a Lot, and each individual who resides with either of them, respectively, on such Lot shall have a right and easement of use and enjoyment in and to the Lake at their own risk.   Such easement shall be appurtenant to and shall pass with the title to every Lot.

            Section 2.         Extent of Members' Easements:             The rights and easements of enjoyment created hereby shall be subject to the following:

(a)        The right of the ILA to prescribe regulations governing the use, operation and maintenance of the Lake.

(b)        The right of the ILA, as provided in its Bylaws, to suspend the voting rights of any 'Member and to suspend the right of any individual to use the Lake for any period during which any assessment against a Lot resided upon by such individual remains unpaid, or for an infraction of its rules and regulations.

(c)        Subject to approval by notarized written consent of two-thirds (2/3) of the Members, the right of the Association to dedicate or transfer all or any part of the Lake to any public agency, authority, or utility for such purposes and upon such conditions as may be agreed to by the Members.

ARTICLE IV

COVENANT FOR MAINTENANCE ASSESSMENTS

            Section 1.         Covenant for Assessments:       Each owner of any Lot by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or other conveyance, shall be deemed to covenant and agree, to pay to the Association:

(1)   Annual assessments;

(2)   special  assessments; 

(3)   special assessments; for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter provided;

(4)   individual special assessments levied against individual Lot Owners to reimburse the Association for extra costs for maintenance and repairs caused by the willful or negligent acts of the individual Owner and not caused by ordinary wear and tear, such assessments to be fixed, established and collected from time to time as hereinafter provided.

            Section 2.         Lien for Assessment:     If any assessment or any part thereof is not paid on the date when due, then the unpaid amount of such assessment shall become delinquent and shall, together with such interest thereon, late charges and cost of collection thereof as hereinafter provided, thereupon become a continuing lien on the Lot of the non-paying Owner which shall bind such Lot in the hands of the Owner, his heirs, executors, devisees, personal representatives and assigns.  The lien for unpaid assessments shall be unaffected by any sale or assignment of a Lot and shall continue in full force and effect. No Owner may waive or otherwise escape liability for the assessment provided herein by non-use of the Property or abandonment of his Lot. If any assessment or part thereof is not paid within thirty (30) days after it is due, the unpaid amount shall bear interest from the due date at the rate of ten percent (10%) per annum. In the event the Association should fail or be unable for any reason to collect the assessments provided for herein, then the City of Irving shall be authorized, but not obligated, to levy, assess and collect such assessments along with the taxes levied, assessed and collected by the City of Irving on such properties.

            Section 3.         Subordination of Lien:   The lien of the assessments provided for herein shall be subordinate and inferior to the lien of any first mortgage or deed of trust now or hereafter placed upon the Lots subject to assessments; provided, however, that such subordination shall apply only to the assessments which have become due and payable prior to foreclosure, whether public or private, of such property pursuant to the terms and conditions of any such deed of trust. Such sale shall not relieve such Lots from liability for the amount of any assessments thereafter becoming due nor from the Lien of any such subsequent assessment.

            Section 4.         Purpose of Assessments:           The assessments levied by the Association shall be used exclusively for the purpose of benefiting the residents of the Property, and in particularly for the maintenance of the Lake and carrying out the purposes of this document, including, but not limited to, legal costs, the payment of taxes on and insurance in connection with the Lake.

            Section 5.         Basis and Amount of Normal Assessments:       The annual  assessment shall be fixed by the Members at a meeting called for that purpose by a vote per the requirements of Article II Section 3 of Members entitled to vote.

            Section 6.         Special Assessments:    In addition to the normal assessments authorized by Section 1 hereof, the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, to cover emergency costs, legal expenses incurred in defending the Association or enforcement of its rules, or for carrying out other purposes of the Association as stated in this Declaration or its Articles.

            Section 7.         Special Assessments for Capital Improvements: In addition to the normal assessments authorized by Section 1 hereof, the Association may levy in any assessment year a special assessment, applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the Lake, including the necessary fixtures and personal property related thereto. Any such assessment shall have the affirmative approval of the Members entitled to vote per the requirements of Article II Section 3.

            Section 8.         Both normal and special assessments (excepting therefrom special individual assessments) must be fixed at a uniform rate for all Lots.

ARTICLE V

MAINTENANCE OBLIGATIONS OF ASSOCIATION

The Association, for the benefit of the Property and the Owners, shall provide, and shall pay for out of its funds the following:

            Section 1.         Maintenance of Lake Area:       The Association shall provide maintenance, cleaning, and repair to all of the Lake Area which is not included within a Lot.

            Section 2.         Maintenance of Lot:      The Association shall provide maintenance, cleaning or repair of any item for which an individual Owner is responsible as herein provided; provided further that in the event that the need for maintenance, cleaning or repair is caused through the omission or willful or negligent act of any Owner, his family or guests, or invitees, the cost of such cleaning, maintenance or repairs shall be added to and become a part of the assessment to which such Lot is subject.

ARTICLE VI

LOT OWNERS

            Section 1.         Impoundment and Flowage:      Each Lot is hereby declared to be burdened and subject to a perpetual easement to receive, retain and hold backwater, surface water and permit flowage over and upon such Lot, to the extent that each such Lot is within the Lake Area.

            Section 2.         Mutual Access: Each Lot within the Property is hereby declared to be burdened and subject to a perpetual nonexclusive access easement for the benefit of all other Lots, the Owners thereof and each owner's family, guests and invitees for the purpose of entering in and upon each such Lot to the extent that the same is within the Lake Area and limited only to that portion thereof which is covered by water for the purpose of swimming, boating, fishing and recreation and for the purpose of maintaining such Lake Area in accordance with the terms and provisions hereof.

            Section 3.         Maintenance:    Each Lot is hereby declared to be burdened and subject to a perpetual covenant by each such Owner to maintain the Lake Area on such Owner's Lot and to keep the same free and clear of all brush, trash and floatable refuse or debris and each such Owner shall be responsible for and shall maintain the Shoreline upon such Owner's Lot in a good and orderly condition.

            Section 4.         Owner's Failure to Maintain:     In the event that any Owner shall fail to maintain and repair his Lot as required hereunder, the Association, in addition to all other remedies available to it hereunder or by law, and without waiving any of said alternative remedies, shall have the right, through its agents and employees, to enter upon said Lot and clean, repair, maintain, and restore the Lot and each Owner (by acceptance of a deed for his Lot) hereby covenants and agrees to repay to the Association the cost thereof immediately upon demand, and the failure of any such Owner to pay the same shall carry with it the same consequences as the failure to pay any assessment hereunder when due.

Section 5.         Restrictions on Use:      The Lake Area shall be used only for fishing, swimming, boating and general recreational purposes, and each and all of the following uses are hereby expressly prohibited:

(1) No gasoline or diesel motors of any kind (except only for emergency purposes, ILA scheduled maintenance and temporary repair) shall ever be allowed upon any of the Lake Area, nor shall remote control boats of any size be allowed. Electrically powered trolling motors shall be allowed.

(2) No boat in excess of twenty five (25) feet, non powered or powered by a trolling motor, rowed, paddled, or wind shall be permitted (except only for emergency purposes, ILA scheduled maintenance and temporary repair) on the Lake Area. 

            (3) No fishing apparatuses such as trot lines, "Yoyos", or nets, other than dip nets shall ever be allowed within the Lake Area.

            (4) No structure or improvements other than normal retaining walls, dog stop boundary fences and boat docks shall ever be allowed or permitted within the Lake Area.  Boat docks shall not exceed one fourth (1/4) the distance to the opposite shoreline, with a

maximum of twenty five (25) feet.

            (5) Any fence facing or running substantially parallel with the shoreline of the Lake must not be placed in the Lake Area.

            Section 6.         Maintenance of Grade and Pool Elevation:        Each Owner of a Lot within the Property is prohibited from making any cuts, channels, fills or taking or doing any other action that would deviate, impede or in any manner alter the present or future normal flow of water in the Lake or which would alter or tend to alter the elevation of the Lake.

            Section 7.         Limitation on Use of Water:      The usage of pumps for the purpose of watering the lawn, trees or shrubbery, or for decorative purposes is permitted with the following restrictions. All pumps must be registered with the ILA and must conform to registration requirements set by the ILA. All pumps shall be subject to usage regulations set by the ILA.

            Section 8.         Cleanliness:       The Owner of each Lot shall use his best efforts to maintain all portions of his Lot visible from the Lake in a good and clean condition and shall keep the area of his Lot along the shoreline mowed and in a clean and neat condition and state of repair. No garbage, trash, refuse, waste, grass or other cuttings shall ever be dumped or placed within the Lake Area.

ARTICLE VII

ENLARGEMENT

            Section 1.         Enlargement:     So long as the ILA owns any interest in the Lake, the majority of the Board of Directors of the ILA shall have the continuing right, power and authority, without the vote or approval of the Association or any Member, to annex or add additional property to this Declaration by filing of record in the Deed Records of Dallas County, Texas a supplementary document to this Declaration (the "Supplemental Declaration"), and upon the filing of such Supplemental Declaration, the scheme and purpose of the covenants, restrictions, assessments and duties of this Declaration shall be automatically extended to the property described in such Supplemental Declaration and upon the filing of such Supplemental Declaration, the jurisdiction, functions, duties, assessments, membership, voting rights and privileges of the Association and this Declaration shall be extended to the properties so added and to the owners thereof.  The properties which may be added to this Declaration and the Association in accordance with the provisions of this section consist of and cover all of that land presently owned by the ILA including those lots bordering the lake which lies to the west which are owned by persons other than the ILA (provided, however, any property so added which, is not owned by ILA must be with the consent of the owner of such property). In the event any additional property is added pursuant to the provisions of this section the voting rights and assessment obligations of any newly added shore area land shall be on a pro rata and comparable basis as set forth in this Declaration for present Members.  

ARTICLE VIII

GENERAL

            Section 1.         Enforcement:    Enforcement of the easements, restrictions and agreements set forth herein may be by a proceeding or proceedings at law or in equity initiated by a person or persons owning any Lot in the Subdivision against any person or persons violating or attempting to violate any covenant, easement or restriction herein contained, either to restrain violation or to recover damages, or both or to obtain such other relief as then may be legally available.

            Section 2.         Mortgages:       The violation or failure to comply with any of the foregoing easements, restrictions or covenants shall in no way affect the validity of any mortgage, loan or bona fide lien which may now or hereafter exist upon any Lot in the Property but any such mortgage or lien shall be subject to the terms and provisions hereof.

            Section 3.         Binding Effect:  The terms and provisions hereof shall be deemed to be covenants running with the land and shall be binding upon the ILA and the ILA's successors and assigns and each and every Owner of a Lot within the Property and such Owner's heirs, successors and assigns and anyone hereafter acquiring any interest in any Lot within the Property shall be deemed to have acquired such interest expressly subject to and burdened with each and all of the terms and provisions hereof.

            Section 4.         Sale or Transfer.           If during the existence of this agreement, the  ILA or any subsequent Owner of any Lot shall sell or transfer or otherwise terminate his interest as Owner or tenant of the Property or any part thereof, then from and after the effective date of such sale, transfer or termination of interest, that party shall be released and discharged from any and all obligations, responsibilities and liabilities under this agreement as to the parts sold or transferred, except those liabilities or damages (if any) which have already accrued as of such date and any such transferee, by the acceptance of the transfer of such interest, shall thereupon become subject to the covenants contained herein to the same extent as if such transferee were originally a party hereto.

            Section  5         Amendments:    [This section was been changed by the 4^th Supplemental Declaration]. Except as otherwise provided herein, the terms and provisions of this document may be amended in whole or in part with a vote of greater than fifty percent (50%) of a quorum as defined in Article II, Section 3 of any meeting of the Members called for that purpose, evidenced by a document in writing signed by the President and Secretary of the Association certifying the vote and recorded in the office of the County Clerk of Dallas County, Texas

            Section 6.         Severability:      Invalidation of any one of these covenants or restrictions by judgment or court order shall in no wise affect any other provision, which shall remain in full force and effect.

            Section 7.         Headings:         The headings contained in this document are for reference purposes only and shall not in any way affect the meaning or interpretation hereof.

The undersigned, being the President and Secretary of the Association, hereby certify that the above-referenced document was adopted by a vote of greater than fifty percent (50%) of a quorum as defined in Article II, Section 3 of the Members at a meeting on  __________ specially called for that purpose.

________________________________             _________________________________

President          Secretary

Sworn to and signed before me on this the ______ day of _______________, 2002.

________________________________

Notary Public, State of Texas