DECLARATION

OF EASEMENTS, RESTRICTIONS

AND

PROTECTIVE COVENANTS

FOR STONECROFT

THIS DECLARATION is made as of the 29^th day of August, 2000, by COLONY ROAD PARTNERS, a North Carolina limited liability company (the "Declarant"), also known as COLONY ROAD PARTNERS, LLC.

A. Declarant is/or expects to be the owner of certain real property consisting of approximately 79 acres described on Exhibit A attached hereto which it plans to develop as a subdivision to be known as STONECROFT.

B. Declarant desires to subject the property shown on Map Book 33 at Pages 731-732 of the Mecklenburg Public Registry (the "Property") to this Declaration of Easements, Restrictions and Protective Covenants to promote the uniformity of design, the general welfare, and the harmony and cooperation of all current and future owners of the land and improvements within the property.

ARTICLE I

1.1 Establishment of Covenants and Easements. The Property shall hereafter be held, leased, conveyed, mortgaged and occupied subject to the covenants, easements, restrictions and provisions contained herein which shall inure to the benefit of, and pass with, each and every parcel of the Property and all ground leasehold estates therein and shall apply to and bind the heirs, legal and personal representatives, assignees and successors in interest of any owner thereof; provided, however, that any and all rights, powers and reservations of Declarant including, but not limited to, those relating to issuances of approvals, enforcement, curing of defaults and rights of regulation according to this Declaration, are personal to Declarant and may be transferred to its successors and assigns as contemplated in Section 7.3 hereof, whether or not such assignee or transferee shall own any land either within the Property.

1.2 Definitions. Unless the context clearly requires a different meaning or interpretation, the following terms shall have the corresponding meanings:

1.2.1 Association - the Owners Association created pursuant to Article VIII of this Declaration.

1.2.2 Building Area - the area where an Owner reasonably would be able to construct the main improvement on a Site outside of applicable setback areas.

1.2.3 Committee - the design review committee established pursuant to Article IV hereof.

1.2.4 Common Area - any land or easement designated by the Declarant for the use and enjoyment of all Owners of real property within the Property, including, without limitation, all street lighting appurtenant thereto, all such areas being within the Property and designated in or described on the Subdivision Plat, on the map attached hereto as Exhibit "A", or on subsequent recorded plats. For purposes of this Declaration, "Common Area" shall not include any portion within a Site that the Owner thereof may designate as a common area for any of its own particular purposes in any other document.

1.2.5 Common Utility Facilities - all storm drainage facilities, catch basins, storm water retention ponds, natural gas systems (if any), water systems, fire protection installations, underground electrical power systems, cable television systems, telephone systems, Common Area lighting or safety systems which are situated on the Property.

1.2.6 Declaration - this Declaration of Easements, Restrictions and Protective Covenants, as amended from time to time.

1.2.7 Improvements - all structures or landscaping improvements of every type and kind initially or at any time thereafter placed or constructed on any Site including, but not limited to, buildings, outbuildings, underground installations, slope alterations, roads, berms, driveways, parking areas, fences, screening walls, retaining walls, stairs, decks, windbreaks, plantings, planted trees and shrubs, poles, signs, utilities, water lines, sewer, electrical and gas distribution facilities and loading areas.

1.2.8 Owner - the record owner, whether one or more persons or entities, of fee simple title to any Site or any portion thereof, excluding those holding such interest merely as security for the performance of an obligation and excluding the Association and its ownership of Common Areas.

1.2.9 Site - any contiguous parcel of land within the Property, including such land subjected to common use or common ownership by more than one person or entity, as established by recorded plats from time to time but not including any street right-of-way, easement or other part of the Property at any time owned by Declarant or any governmental entity for roads, parks, greenway, or other facilities related to development of the Property.

1.3 Dedications. Declarant reserves the right at any time to dedicate portions of the Property owned by Declarant as a greenway or as a public or private right-of-way. Upon any dedication and the acceptance of a greenway or public right-of-way by the appropriate governmental entity, this Declaration will thereafter no longer affect or apply to the portions of the Property so dedicated and accepted.

1.4 Subdivision Prohibited. A Site shall not be subdivided nor shall its boundary lines be changed, except by written consent of Declarant, which consent shall not be unreasonably withheld so long as the proposed development is compatible with the surrounding area. Two or more lots may be combined into one Site with approval of the Declarant or the Committee.

5. Additions to existing property. Additional land may be brought within the scheme of this Declaration in the following manner:

1. Additional land within the area described in the metes and bounds description attached hereto as Exhibit A and incorporated herein by reference may be annexed to the existing property by Declarant, in future stages of development, without the consent of any other lot owner or owners, provided that said annexations must occur within six (6) years after the date of this instrument. Declarant may remove all or any property from said Exhibit A description prior to its annexation by filing a written Declaration of Removal in the Mecklenburg Public Registry.

(B)The additions under subsection (a) above shall be made by filing a record Supplementary Declaration of Covenants, Conditions, and Restrictions with respect to the additional properties which shall extend to the scheme of this Declaration to such properties and thereby subject such additions to the benefits, agreements, restriction, and obligations set forth herein.

ARTICLE II

2.1 Residential Only. No Site shall be used for anything other than residential purposes except for any sales or construction management office maintained by Declarant or its agents or contractors from time to time. No site shall be used as a "Daycare" center.

2.2 Nuisances and Unlawful Uses. No use or operations shall be permitted or maintained within any portion of the Property which are dangerous or unsafe or which cause or produce any of the following effects discernible outside of buildings or which affect any adjacent property:

(A) Noise or sound that is objectionable because of its volume, duration, intermittent beat, frequency or shrillness;

(B) Smoke or noxious gasses;

(C) Dust, dirt or fly ash;

(D) Unusual fire or explosive hazards;

(E) Vibration;

(F) Violation of applicable laws, ordinances and regulations;

(G) Discharge or storage of hazardous waste; and

(H) Any other activity which creates a nuisance, is offensive or is not consistent with the intent of this Declaration.

2.3 Resale of Unimproved Sites. In order to promote the uniform and harmonious development of the Property, it is the intention of Declarant to sell one or more Sites only to Owners who will build a residential structure thereon either for resale or for use by such Owners as their personal residence and not sell to Owners who will hold such Site for resale without improvement. Therefore, before any "unimproved Site," as hereinafter defined, may be sold to any person, firm, or corporation (other than a sale by or to the Declarant or a foreclosure or sale pursuant to a power of sale in any deed of trust), within twenty-one (21) years from the date of recording of this Declaration, the Owner of such unimproved Site must first offer in writing to sell the unimproved Site to Declarant at the same price and on the same terms as said Owner has obtained in a bona fide offer of purchase from an independent third party purchaser. The Owner shall provide Declarant with all requested supplementary information concerning such proposed sale requested by Declarant. If (1) the Declarant fails to accept or reject such offer in writing within twenty (20) days after receipt of the same, or (2) the Declarant rejects such offer in writing, then the Owner of such unimproved Site shall have the right to sell the Site on the terms and conditions disclosed to Declarant without any further or additional offer to Declarant. If the Declarant accepts such offer in writing within twenty (20) days after receipt of same, then Declarant shall purchase and the Owner shall sell such unimproved Site for cash within thirty (30) days after acceptance of such offer at a time and place designated by Declarant. For purposes of this Section 2.3, a Site shall be considered an "unimproved Site" until the Owner thereof has completed all site preparation and actually commenced construction of a residential dwelling thereon; it being expressly understood, however, that this provision shall not prevent any Owner from entering into a contract to construct and sell a residence on a then "unimproved Site." In the event that an Owner should desire to sell an unimproved Site, then it shall give Declarant written notice specifying price, terms and conditions of the intended listings and the identity of the listing agent no later than the date Owner lists, advertises or offers the unimproved Site for sale. Should the Owner fail to comply with the terms of this section, it shall be liable to Declarant in the sum of Five Hundred Dollars ($500) plus attorneys' fees; however, this fee shall not replace the right of first refusal provided above. Declarant's failure to exercise its option under this section on any particular occasion shall not waive its right to do so on subsequent occasions; notwithstanding the fact that the same Owner, unimproved Site or purchaser may be involved.

ARTICLE III

3.1 Standards. The approval of proposed Improvements in accordance with Article IV hereof shall be based on the conformity of the proposed plans to the design criteria, described below. The approvals set forth in Article IV, together with compliance with all applicable laws, ordinances, and regulations, must be obtained by each respective Owner prior to commencement of construction and development of any Improvements on any Site.

3.2 Completion of Construction. After commencement of construction of any Improvements in accordance with Article IV hereof, the work thereon shall be diligently and continuously prosecuted so that such Improvements shall not remain uncompleted for any substantial period of time. The Owner of each Site shall at all times keep contiguous public and private streets and rights-of-way free from any dirt, mud, garbage, trash or other debris resulting from construction of Improvements.

3.3 Excavation. No clearing or excavation shall be made except in connection with the construction, maintenance or repair of any Improvements (including landscaping); and upon completion thereof exposed openings shall be backfilled, and disturbed ground shall be leveled, graded and seeded, as provided on the plans for landscaping required by Section 3.4 hereof.

3.4 Landscaping. Every Site shall be landscaped according to plans approved in connection with the design review process set forth in Article IV. Every Site shall be maintained thereafter in a sightly and well kept condition by replanting and replacement of flora as required. Replacement landscaping shall be of the same variety as the original landscaping (native or approved additions) but need not be the same age or size. All other landscaping required hereunder or otherwise to be provided on any Site shall be completed within thirty (30) days after the substantial completion of construction of the principal residence on any Site; provided, however, if weather conditions do not at such time permit, then such landscaping shall be completed as soon thereafter as weather conditions permit.

3.5 Signs. Outdoor signs of any type, including traffic or directional signs, whether permanent or temporary, shall be constructed, installed or altered only upon the prior written approval of Declarant or the board of directors of the Association, and all signage shall generally conform to the design, color, size and location specified in the design criteria for signs, if any, promulgated from time to time by the Association. "For Rent", "For Sale" and other similar signs shall be erected or maintained only with the written permission of the Committee which shall not be unreasonably withheld. If such permission is granted, the Committee shall reserve the right to restrict size, color and content of such signs. Identification and like signs may not be erected without the written permission of the Committee. Any signage erected or not maintained in accordance with the foregoing requirements may be removed by the Association at the cost of the Owner which has violated such requirements

3.6 Maintenance Responsibilities.

3.6.1 Vacant Site. After acquisition and before commencement of construction, the Owner of each Site shall have the responsibility to maintain such Site in a nonhazardous condition so that it will at all times present a neat and attractive appearance.

3.6.2 Improved Site. During and after completion of construction, the Owner of each Site shall at all times maintain the Site, and all buildings, improvements and appurtenances, in a safe, clean condition and shall comply with all governmental, health, fire and police requirements. Each Owner shall remove, at its expense, any rubbish which may accumulate on the Site. Where the property line of any Site abuts a street right-of-way or Common Area, the obligations imposed hereunder shall extend to the edge of the street pavement or the edge of the Common Area, as applicable.

3.6.3 Minimum Standards. The required maintenance by Owners includes, but is not limited to, the following:

(A) Removing not less frequently than weekly all litter, trash, refuse and wastes;

(B) Keeping lawns and landscaped areas alive, reasonably free of weeds and attractive;

(C) Mowing lawns no less often than when the grass is more than five (5) inches high; if the property is unimproved, weeds must be kept cut below twelve (12) inches;

(D) Pruning of trees and shrubbery;

(E) Watering and fertilizing;

(F) Painting of all exterior painted surfaces shall be done as necessary and at least every five (5) years, unless a waiver is obtained from the Association; and

(G) Keeping Improvements in good repair.

3.7 Storage Areas, Garages and Outbuildings.

3.7.1 Except during the construction of Improvements, no materials, supplies or equipment shall be stored in any area except inside an enclosed building approved in accordance with Article IV hereof by the Committee.

3.7.2 Garages shall be located in rear lots or side yards and shall be screened to minimize the exposure of garage doors and outdoor parking areas from public view. The location and plans for all garages shall be subject to prior approval of the Committee in accordance with Article IV hereof.

3.7.3 No structure of a temporary nature shall be erected or allowed to remain on any Site, and no trailer, camper, shack, tent, garage, barn or similar structures shall be used as a residence or for any other purpose, either temporary or permanent; provided, however, that nothing contained in this section shall prevent those in construction from using sheds or other temporary structures as offices or storage shelters for material during reasonably limited periods of construction. Clothes lines, garbage cans, equipment, air conditioning units, wood piles or storage piles shall be screened to conceal them from the view of neighboring Sites, roads, streets, and Common Areas. Pools, pool houses, gazebos and similar structures shall be permitted subject to the provisions of Article IV.

3.7.4 No travel trailers or mobile homes, campers or other habitable motor vehicles of any kind (whether self-propelled or not), school buses, commercial trucks or vehicles, or boat trailers shall be kept, stored, or parked overnight on any street or Site, except within enclosed garages or within storage areas for such purpose approved by the Committee.

3.8 Specific Prohibitions. Without limiting the generality of any of the foregoing, the following use restrictions shall be maintained and enforced with respect to the Property:

3.8.1 Height Limitations - No Improvements shall be constructed on the Property with a height of more than two and one-half stories above the mean elevation of the building footprint prior to grading. For purposes of calculating permissible building height, a "story" shall not exceed fifteen (15) feet from floor to ceiling.

3.8.2 Service Lines - No service lines shall be constructed, placed or maintained anywhere in or upon the Property unless the same shall be contained in conduits or cables constructed, placed and maintained underground or concealed in, under or on buildings or other approved Improvements, except that electrical transformers and telephone switching equipment may be permitted if properly screened and approved by the Committee. Nothing herein shall be deemed to forbid the erection and use of temporary power or telephone service poles incidental to the construction of approved Improvements, or the installation of approved permanent outdoor safety light poles. As used herein, the term "service line" shall include electric, cable television and telephone poles, wires, cables, conduits and equipment or other devices for the conveyance and use of electricity, telephone, radio and television signals on any Site.

3.8.3 Trash Disposal - Garbage and refuse containers shall be concealed and contained within buildings, or shall be concealed by means of a screening wall of material similar to and compatible with that of the Improvements so that such containers are screened from all points of view from the natural terrain within or adjacent to the Property. All such containers and screening walls shall be integrated with the concept of the building plan, shall be designed so as not to attract attention, and shall be located in the least conspicuous manner possible.

3.8.4 Streets, Drives, Curbs and Walks - Streets, drives, curbs, walks, boardwalks and similar facilities shall not be constructed or altered by any Owner (except Declarant) except in accordance Article IV hereof.

3.8.5 Trees -Trees which have a trunk diameter in excess of six inches (6") measured four feet (4') above ground level or which have distinctive flora shall not be intentionally destroyed or removed except with the prior written approval of the Committee without which any Owner may be required, at its cost, to replace the same.

3.8.6 Protection of Wildlife - No hunting shall be allowed on the Property.

3.8.7 Animals - No animals, livestock or poultry of any kind shall be raised, bred, kept or pastured on the Property other than domesticated animals kept as house pets.

3.8.8 Antennas - No radio or television towers, dishes or antenna shall be erected, placed or altered on any Site without the prior written approval of the Committee. No permanent flagpoles of any description shall be allowed on any Site except at the entrances to the Property.

3.8.9 Walls and Fences - No fences, copings or exterior, non-load bearing walls shall be erected or maintained on any Site except as approved in writing by the Committee.

3.9 Minimum Size. No detached houses shall be approved for construction which contain less than 2,750 square feet of enclosed, climate-controlled space, excluding garages, whether or not heated. In addition, multi-story houses must be designed so that the ground or main floor has at least 2,000 square feet of enclosed, climate-controlled space, with a minimum of 3,000 total square feet.

3.10 Setbacks. Unless waived by the Committee for special circumstances and hardships, the following setbacks shall be maintained for all Improvements:

                                                                        FEET

                    from Common Areas                     15

                    from street rights-of-way               20

                    from side property lines                 6

                    from rear property lines                 30

ARTICLE IV

4.1 Design Review Committee. After the Association shall have been established in accordance with Article VIII hereof, an architectural review and control committee (the "Committee") shall be immediately organized by the Board of Directors of the Association, consisting of three (3) representatives, at least one of whom at all times shall be designated by Declarant and the balance appointed by the board of directors of the Association. Prior to the time the Association is organized, the Committee shall be appointed by the Declarant. The terms of the Committee representatives shall extend for two (2) years; provided, however, that the terms of those elected by the board of directors of the Association will be staggered initially so that the terms of two (2) representatives will expire each year. The Committee shall select its own chairman, who shall himself, or upon the request of any representative thereof, call meetings of the Committee with not less than twenty-four (24) hours prior notice to each representative. A quorum of the Committee shall consist of a majority of its representatives and a majority of representatives at a meeting at which a quorum is present and voting may act. Other organizational and operations matters shall be determined by the Committee at its meetings.

4.2 Approval Procedures. Without limiting the authority or responsibility of the Committee, it shall ensure that the conditions, requirements, restrictions and regulations established by this Declaration are met in connection with the construction, alteration, maintenance and repair of all Improvements. Before commencing the construction or alteration of all initial or subsequent buildings, enclosures, fences, exterior lighting, landscaping of an entire Site or any other structures or Improvements on or to any Site, the Owner of every such Site shall first notify the Committee in writing of its intention to undertake such work and shall provide the Committee with comprehensive plans and specifications for such Improvements, including, without limitation, a site plan. The Committee may also require: (i) submission of samples of building materials and proposed colors; (ii) a professional rendering; and (iii) such additional information as reasonably may be necessary to evaluate completely the proposed Improvement in accordance with this Declaration and the design criteria. If within thirty (30) days of its receipt of such notice, together with the plans and specifications for such Improvements, the Committee does not give such Owner or its authorized agent written notice of disapproval stating the reasons for such disapproval, the plans and specifications for such Improvements shall be deemed to be approved. In the event of any disapproval by the Committee, the Owner of the Site may submit revised plans and specification for such Improvements to the Committee. Refusal of approval of plans, location or specifications by the Committee may be based upon any reasonable grounds which are consistent with the objectives of this Declaration, including but not limited to the following: aesthetic considerations; absence of exterior building materials consistent with the samples displayed by the Committee or in the design criteria; similarity to existing Improvements or approved plans; the harmony, scale, bulk, coverage, function and density of use of exposed structure; the potential for a substantially adverse effect on neighboring properties; an unfavorable elevation of the Improvement or property; or an undesirable placement of fences, shrubbery, trees, vegetation, berms and garages.

4.3 Review Standards. Approval for all Improvements pursuant to this Article IV shall be based on the design criteria attached hereto and incorporated herein as Exhibit "B". The Committee shall give special attention to the appearance of proposed Improvements and their compatibility with other existing or proposed Improvements in the Property. Its decision regarding aesthetic matters shall be final, but its approval shall not be withheld arbitrarily or capriciously.

4.4 Limitation of the Committee's Liability. Neither the Committee, nor any representative(s) thereof, nor its or their successors or assigns, shall be liable in damages to anyone submitting plans and specifications for approval, or to any Owner, by reason of a mistake in judgment, negligence or nonfeasance arising out of or in connection with the approval, disapproval or failure to approve any such plans and specifications. Every person, corporation, partnership or organization who submits plans and specifications to the Committee for approval agrees, by such act, and every Owner agrees by acquiring title to any Site or an interest therein, that it will not bring any action, proceeding or suit against the Committee or any member thereof to recover any such damages. The Committee's approval thereof of any plans, specifications, landscaping or elevations or any other approvals or consents required pursuant hereto or otherwise are given solely to protect and preserve the appearance of the Property, and shall not be deemed a warranty, representation or covenant that such buildings, landscaping or other Improvements or other action taken pursuant thereto or in reliance thereon complies with, or is not in violation of, any applicable laws, rules or regulations or any standard of due care regarding structural design.

ARTICLE V

5.1 Definitions and Documentation. For the purpose of this Article, the following will apply:

5.1.1 The word "in" with respect to an easement granted "in" a particular Site means, as the context may require, "in," "to," "on," "over," "through," "upon," "across," and "under," or any one or more of the foregoing.

5.1.2 The grant of an easement shall bind and burden the Site owned by such party (the "Servient Tenement", but where only a portion of the Site is bound and burdened by the easement, just that portion shall be deemed to be the Servient Tenement), and shall survive the total or partial destruction of the subject matter of the easement.

5.1.3 All easements granted hereby shall be deemed to be interests in real property, binding upon the grantor thereof and its successors and assigns and shall run with the Servient Tenement.

5.1.4 The grant of an easement to any Owner or group of Owners shall benefit such Owner's Site (the "Dominant Estate," but where only a portion of the Site is so benefited, just that portion shall be deemed to be the Dominant Estate).

5.1.5 Unless otherwise provided, all easements granted herein are non-exclusive, perpetual, irrevocable and for the benefit of each Owner.

5.1.6 All easements granted hereunder shall exist by virtue of this Declaration without the necessity of confirmation by any other document. Likewise, upon the termination of any easement (in whole or in part) or its release (in whole or in part) in respect of all or any part of any Site, the same shall be deemed to have been terminated or released without the necessity of confirmation by any other document. However, upon the request of any other Owner, each Owner will sign and acknowledge a document memorializing the existence (including the location and any conditions), or the release (in whole or in part), as the case may be, of any easement, if the form and substance of the document is reasonably acceptable to each Owner.

5.2 Easements for Common Utility Facilities. Declarant hereby establishes easements in each Site for the benefit of each other Site, (except within the Building Area for each Site) for the installation, use, operation, maintenance, repair, replacement, relocation and removal of Common Utility Facilities serving other Sites. Any Owner whose Site serves as a Servient Tenement for any such Common Utility Facilities shall have the right, upon not less than sixty (60) days' notice to any Owner(s) whose Site is the Dominant Estate at any time and from time to time, to move and relocate such Common Utility Facilities; provided, however, (i) such relocation shall be made at the sole cost and expense of the Owner of the Servient Tenement; (ii) such relocation shall not interfere with or diminish the utility services to the Owner of the Dominant Estate (however, temporary interferences with and diminutions in utility services shall be permitted following prior notice); (iii) such relocation shall not reduce or unreasonably impair the usefulness or function of the facilities in question and shall be underground; (iv) the Owner of the Servient Tenement shall have delivered to Declarant or to the Committee a plat showing the relocated portion of the Common Utility Facilities for approval; and (v) the portion of the Common Utility Facilities relocated in compliance with this Section 5.2 shall be bound by and subject to the easements granted in this Section 5.2, and such easements shall have the same title priority as existed on the date of recording this Declaration, and the easement herein conferred as to the old portion replaced by the relocation shall be deemed released.

5.3 Easements for Use of Common Areas. Each Owner shall have nonexclusive easements in and to the Common Areas for the use and enjoyment thereof for the benefit of its Site, subject however to restrictions and limitations imposed on such use and enjoyment by the Association.

5.4 Duration. The provisions of Sections 5.2 and 5.3 shall be perpetual and shall survive the expiration or termination of this Declaration, subject to the right reserved by the Declarant to dedicate reserved rights-of-way or Common Utilities Facilities to public authorities or utilities.

ARTICLE VI

ENFORCEMENT

6.1 Reciprocal Rights; Covenants Run With Land. Except as otherwise specifically provided for herein, all restrictions, conditions, covenants and agreements contained herein are made for the direct, mutual and reciprocal benefit of each and every Site or part thereof in favor of every other Site or part thereof; shall create reciprocal rights and obligations between the respective Owners of all Sites and privity of contract and estate between all grantees and lessees of said Site or parts thereof, their heirs, successors and assigns; and shall as to the Owner of each Site, its heirs, successors and assigns, operate as covenants running with the land, for the benefit of all other Sites or parts thereof. The provisions of this Section 6.1 are hereby made specifically subject to the provisions of Section 9.5 hereof.

6.2 By Whom Enforceable. These covenants may be enforced by Declarant, the Committee or any Owner, and also by the Association as to the matters set forth in Article VIII; however, none of them shall have any obligation to do so nor be liable to anyone in the event of its failure to do so.

6.3 Specific Enforcement. All provisions of this Declaration as amended may be specifically enforced by any court of competent jurisdiction upon petition by any party entitled to enforce them as herein provided.

6.4 Failure to Enforce Not a Waiver of Rights. The failure of Declarant, the Committee, any Owner of any of the Property, or the Association (as to the matters set forth in Article VIII) to enforce any covenants or easements herein contained shall in no event be deemed to be a waiver of the right to do so thereafter or of the right to enforce any other provision of this Declaration.

ARTICLE VII

TERM, MODIFICATION AND ASSIGNMENT

7.1 Term. This Declaration, every provision hereof and every covenant, condition and restriction contained herein shall continue in full force and effect for a period of thirty (30) years from the date this Declaration is recorded. Upon the expiration of said thirty (30) year period, this Declaration shall be automatically renewed and extended for successive ten (10) year periods. The number of ten (10) year renewal periods hereunder shall be unlimited with this Declaration being automatically renewed and extended upon the expiration of each ten (10) year renewal period for an additional ten (10) year period; provided, however, that there shall be no renewal or extension of the Declaration if, during the last year of the initial thirty (30) year period, or during the last year of any subsequent ten (10) year renewal period, this Declaration is terminated as provided in Section 7.2 below.

7.2 Modification. This Declaration, or any provision hereof, may be modified or amended (but not terminated completely, except as provided below), as to the whole of the Property or any portion thereof with the written consent of sixty percent (60%) of the total votes of all members as set forth in Article VIII. Termination of the Declaration shall only be possible with an eighty percent (80%) vote. Notwithstanding the foregoing, (i) so long as Declarant or its assignee under Section 7.3 owns the current Tull family homeplace, no modification, amendment or termination shall be effective without the written approval of Declarant; (ii) no modification, amendment or termination of this Declaration shall affect adversely the access to, ingress to or egress from any Site; and (iii) no modification, amendment or termination shall be effective until a proper instrument in writing has been executed, acknowledged and recorded in the Office of the Register of Deeds of Mecklenburg County, North Carolina.

7.3 Assignment of Declarant's Rights and Duties. Any and all rights, powers, easements and reservations of Declarant herein contained or hereafter granted to Declarant may be assigned to any person, corporation, partnership or organization (including, but not limited to, the Association) which agrees to assume the position of Declarant with respect to the particular rights, powers, easements and reservations assigned. Upon any such entity's written assumption of Declarant's position, it shall, to the extent of such assignment, have the same rights, powers, easements and reservations as Declarant and shall be subject to the same obligations, if any, which then exist by reason of this Declaration. Upon the occurrence of such assignment, Declarant will serve written notice thereof on all Owners in accordance with Section 9.4 hereof. If such assignment occurs prior to the conveyance of any Site from Declarant to another Owner, notice will be given to such Owner by Declarant contemporaneously with the delivery of the deed.

ARTICLE VIII

8.1 Creation. The Declarant may, at such time as it deems appropriate, cause to be incorporated under the laws of the State of North Carolina a non-profit, non-stock corporation as an owners association (the "Association"). The primary purpose of the Association is to provide for the care, maintenance, repair, restoration, replacement, improvement, renovation of Common Areas on the Property, including but not limited to private roads, walking trails, pedestrian walkways, signage and lighting for the Common Areas. Declarant agrees not to assign responsibility for the maintenance of the Common Areas to the Association until at least two-thirds of the platted lots in Phase I of the Property have been sold or until the third anniversary of the recording of this Declaration, if earlier. Prior to this transfer, the Declarant shall be responsible for Common Area maintenance and shall be entitled to collect the owner assessments provided below for such purposes. The Association shall also be empowered to provide security service for the Property in addition to municipal police protection but it shall not be obligated to do so. The Association may provide for capital reserves for Common Area improvements, operating reserves to insure available working capital to meet expenses as they come due, employ professional management to assist in its operations, assess Owners a management fee over and above assessments for taxes, insurance, care and maintenance of Common Areas at a rate not to exceed fifteen percent (15%) of total expenses set forth in the annual budget of the Association, and borrow funds as it deems prudent and necessary to carry out its responsibilities. The bylaws, books, records and financial statements of the Association shall be available for inspection by Owners and their lenders at the offices of the Association.

8.2 Members. Upon organization of the Association, all Owners shall automatically become members of the Association. Declarant, so long as it owns any land in the Property shall be a Class A member, as hereinafter defined (but ownership of Common Areas and street rights-of-way shall not be counted in determining the number of votes to which it is entitled as provided in Section 8.3). There will be two (2) classes of membership with Declarant constituting one class (Class A) and Declarant and all Owners constituting the other class (Class B).

8.3 Board of Directors. The initial board of directors will consist of three (3) directors named by Declarant and set forth in the Articles of Incorporation of the Association. At each annual meeting of members of the Association beginning with the first, directors shall be elected as follows: Declarant, as the sole member of Class A, will elect or designate one (1) director. The members of Class B will elect or designate the remaining two (2) directors except as hereinafter provided. The number of directors elected or designated by the Class A member and by Class B members (except as hereinafter provided) will always be in the same ratio, i.e., 1:2, as provided above. For the first two (2) years after the date of recordation of this Declaration and for so long thereafter as Declarant is the owner of fifty percent (50%) or more of the land which comprises Exhibit A, exclusive of Common Areas, Declarant shall be entitled to designate both of the Class B directors. So long as Declarant owns twenty-five percent (25%) or more of such land but less that fifty percent (50%), it shall designate one (1) of the two (2) Class B directors. The number of Class B directors will not be changed so long as Declarant is entitled to designate any directors and in all events the above referenced ratio between Class A and Class B directors will never be changed. All other Class B directors which Declarant is not entitled to name shall be elected as follows. The terms of all directors will be for one (1) year. Elections to replace the outgoing Class B directors will occur annually. Subject to the above, each Class B member of the Association shall be entitled to one (1) vote for each single family lot owner,. Owners of portions of the Property which are not subdivided shall be entitled to one-half vote for each acre or fraction thereof within each such unsubdivided Site.

8.4 Recreational Easements. Declarant hereby reserves for recreational uses only an easement for pedestrian ingress, egress, access and passage through, over and across and walking trails, if any, for the common use and benefit of all portions of the Property, the Owners thereof, their mortgagees, tenants, agents, licensees, employees, and invitees. Those benefiting from such easements shall take no action which would interfere with the rights of other persons to use said easements or to enjoy the benefits therefrom.

8.5 Funding.

8.5.1 Assessments - Funds to offset the costs of Declarant's maintenance obligations and then to operate the Association will be provided by assessment of each Owner. Declarant or the board of directors shall each year approve a budget estimating the total cost to be incurred by the Declarant or Association for the ensuing fiscal year. Each owner and member shall thereupon become liable for its pro rata share of such total based upon the character of development of such Owner's Site, subject to the maximum assessment provisions of this paragraph. However, any expense associated with the misconduct of any Owner(s) may be assessed exclusively against such Owner and its Site. Lots owned by Declarant or its assigns prior to the transfer of maintenance responsibilities to the Association or within phases of the Property where less than half the platted lots have been sold shall not be assessed. Monthly assessments for the year 2000 shall not exceed the following:

Single family Lot $ 62.50

Occupied single family home $125.00

Standard assessments (not including special assessments as provided below) shall not increase from year to year by more than the greater of: (a) 10%, or (b) the percentage increase in the Consumer Price Index for all Urban Consumers, U.S. City Average (or such successor index as shall be established by the federal government from time to time) during the preceding calendar year.

8.5.2 Capital Expenditures - The board of directors of the Association (but not the Declarant acting alone) shall have the power to make special assessments for capital expenditures; provided, however, that if the cost of any one item of maintenance or repair exceeds the lesser of Fifteen Thousand Dollars ($15,000.00) or 10% of the Association's budget for the current year, the board of directors shall proceed as follows:

(A) it will obtain the written report of an independent engineer or other appropriately qualified professional stating the work required to be done;

(B) it will obtain at least two (2) firm proposals for performance of the work at a fixed price;

(C) it will deliver copies of such report and proposals to all members;

(D) commencing thirty (30) days after delivery of such report and proposals to the members, it will cause the work described in the report to be done for the lowest cost proposed; and,

(E) the total cost, including charges of the engineer or other appropriately qualified professional, will be assessed to the Owners as provided above.

Special assessments will be levied according to the same ratio as is set forth in Section 8.5.1.

8.5.3 Use of Assessments - The assessments levied by the Association shall be used exclusively to promote the purposes of the Association as set forth in Section 8.1 and in particular for:

(A) the maintenance, repair, upkeep, improvement, and replacement, of the landscaping for the Common area adjacent to such roads and street lights, if any, installed along such roads.

(B) the maintenance, repair, upkeep, improvement, and replacement of the other Common Areas and improvements located thereon within the Property including buffer areas and easements.

(C) electrical and other necessary utility services for the Common Areas.

(D) the acquisition, improvement and maintenance of properties, services and facilities related to the use and enjoyment of any Common Areas, including but not limited to, the cost of repair, replacement and additions thereto.

(E) such security services as may be deemed reasonably necessary by a majority of the Owners of improved Sites for the protection of the Property, the Common Areas and all Improvements from theft, vandalism, fire and other damage.

(F) any other materials, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance, taxes or assessments which the Association is required to secure or pay pursuant to the terms of this Declaration or its bylaws, or which shall be necessary or proper in the opinion of the Board of Directors of the Association for the operation of the Common Areas, for the benefit of Owners, or for the enforcement of this Declaration.

(G) management, bookkeeping, accounting, and other professional fees incurred by the Declarant or the Association in carrying out their respective duties as set forth herein or in the Association's bylaws.

(H) payments of principal and interest on funds borrowed for Association purposes, and such other needs as may arise.

(I) the establishment of a suitable reserve for the repair and replacement of Improvements to the Common Areas which are the responsibility of the Association.

(J) in the event of a violation of this Declaration by any Owner, which the Owner fails or refuses to correct or rectify and which the Association is required to correct or rectify, the cost of such maintenance or repairs and the correction of such violation shall be added to and become a part of the assessment to such Owner and its Site.

This enumeration of uses shall not obligate Declarant or the Association to provide any or all of these services or items.

8.5.4 Payment. Following determination of the Association's annual budget or a decision to levy a special assessment and each Owner's pro rata share thereof, the Association shall notify each Owner of the amount of such assessment at the address provided to the Association from time to time. Assessments shall be payable in equal monthly installments and shall be due upon the mailing of such notice. A failure to make timely payment will subject an Owner to the penalties provided in Section 8.6 and any other remedies available to the Association from time to time.

8.6 Unpaid Assessments. Any assessment not paid by the date due shall be deemed delinquent. Assessments which are not paid within ten (10) days of the due date shall result in the delinquent Owner's being liable for a late charge of ten percent (10%) on the unpaid balance. Interest on both the unpaid balance and late charge shall thereafter accrue at 150% of the prime rate established from time to time by Bank of America compounded daily until such assessment is fully paid. If the delinquent assessment together with any late charges and interest is not paid within ten (10) days after written notice to such member of the delinquency, the Association may file a notice of lien in the Mecklenburg County Register of Deeds office, thereby creating a lien upon the Site of such Owner which may be enforced pursuant to N.C. Gen. Stat. §47C-116. The lien may be enforced by judicial or non-judicial foreclosure, suit or otherwise, at the election of the Association, and the Owner will reimburse the Association for all attorneys' fees and expenses incurred in so doing, which, upon docketing of a judgment against the Owner, shall also constitute a lien on the Site as herein provided.

8.7 Subordination of the Lien to Mortgages. The liens provided for herein shall be subordinate to the lien of any first mortgage or first deed of trust. Sale or transfer of any Site shall not affect any assessment lien. However, the sale or transfer of any Site which is subject to any mortgage or deed of trust, pursuant to a foreclosure thereof or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to the payment thereof which became due prior to such sale or transfer. No such sale or transfer shall relieve such lot from liability for any assessment thereafter becoming due or from the lien thereof, but the liens provided for herein shall continue to be subordinate to the lien of any first mortgage or first deed of trust.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Constructive Notice and Acceptance; Effect on Mortgages. Every person, corporation, partnership or organization who or which now or hereafter owns or acquires any right, title or interest in or to any portion of the Property is and shall be conclusively deemed to have consented and agreed to every covenant, condition and restriction contained herein, whether or not any reference to this Declaration is contained in the instrument by which such person, corporation, partnership or organization acquired such right, title or interest. The provisions of this Section shall not apply to any mortgagee of an Owner until such time as it becomes a mortgagee in possession of the Site or becomes the Owner by foreclosure or otherwise, in which case it and its successors and assigns (including, but not limited to, the successful bidder at a foreclosure sale of a Site) will be so bound only during periods of ownership. Where an Owner obtains title to a Site as a result of foreclosure of the first mortgage, such purchaser, its successors and assigns, shall not be liable for the share of the assessments chargeable to such Site which became due prior to its acquisition of title. Such unpaid assessments shall be an expense collectible from all Site Owners, including such purchaser, its successors and assigns.

9.2 Paragraph Headings. Paragraph headings used herein are for convenience only and are not intended to be a part of this Declaration or in any way to define, limit or describe the scope and intent of the particular paragraphs to which they refer.

9.3 Effect of Invalidation. If any provision of this Declaration is held to be invalid by any court, the invalidity of such provision shall not affect the validity of the remaining provisions hereof.

9.4 Written Notice. Whenever written notice is required or specified herein, such written notice shall be deemed made and given only when delivered in person or deposited in the United States mail, postage paid and sent to the address shown on the real estate tax records of the ad valorem taxing authorities for the addressee.

9.5 Exceptions and Waivers. Declarant reserves the right to grant exceptions to and waive any of the provisions contained in this Declaration. Such exceptions and waivers shall be granted by Declarant only when, in its sole and absolute opinion, the exception of waiver is harmonious with the general intent or purpose of this Declaration. Every exception and waiver shall be effective only when recorded. The granting of any exception or waiver with respect to any Site or part thereof shall not be deemed an amendment of this Declaration, except to the extent specifically set forth in such exception or waiver, shall not entitle any Owner of another Site to similar rights or privileges, and shall create no negative reciprocal easements in favor of any other party.

9.6 Other Property of Declarant. Declarant is or may become the owner of property in the vicinity of the Property, some of which is contiguous thereto, which property is not now subject to this Declaration, may never become subject to this Declaration and may be developed by Declarant in a manner that does not conform to the requirements of this Declaration. All such property of Declarant not made specifically subject to this Declaration by a written and appropriately recorded document executed by Declarant evidencing Declarant's intention to subject such property hereto will in no way be burdened or bound by this Declaration or any restrictive covenants in equity, equitable easements, equitable servitudes, implied restrictive covenants in equity or implied reciprocal negative easements, covenants or servitudes or any other restriction, condition, covenant or servitude according to any doctrine or theory that could in any way be construed to impose the provisions of this Declaration on any such property of Declarant not made subject specifically thereto in writing and recorded.

9.7 Other Covenants and Restrictions. Nothing contained in this Declaration is to be construed as preventing or inhibiting the Declarant and/or Owner(s) from imposing further covenants or restrictions on its Site (or Sites) including the establishment of a condominium, from providing for cross-easement agreements, or from establishing an owners' association. However, in the event of any conflict between the terms and conditions of any such covenants, restrictions or the provisions for or acts of any such owners' association and the terms and conditions of this Declaration, the terms and conditions of this Declaration shall in all events prevail.

9.8 Cumulative Remedies. The various rights, options elections, powers and remedies contained in this Declaration shall be construed as cumulative, and no one of them shall be exclusive of any of the others or of any other legal or equitable remedy which any party might otherwise have in the event of breach or default in the terms hereof. The exercise of one right or remedy by any party shall not impair its right to any other right or remedy until all obligations imposed upon any other party have been fully performed.

9.9 Force Majeure. Declarant or the Association, as the case may be, shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Declaration when prevented from so doing by cause or causes beyond its reasonable control, which shall include, without limitation, all labor strikes, riots, or warlike operations, invasions, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, fire or other casualty, inability to obtain any material or services, weather, acts of God, or any other cause, whether similar or dissimilar to the foregoing, not within its or their reasonable control.

IN WITNESS THEREOF, Declarant has caused its name to be signed hereto by its general partners pursuant to due partnership authority.

COLONY ROAD PARTNERS, LLC,

a North Carolina limited liability company

By: ___________________________________ (SEAL)

Squires Enterprises, LLC

By: ___________________________________ (SEAL)

Tull Enterprises, LLC

By: ___________________________________ (SEAL)

Provident Development Group, Inc.

STATE OF ___________________

COUNTY OF _________________

I, _____________________________________, a Notary Public of the County and State aforesaid, certify that __________________________________ personally came before me this day and acknowledged that he is a manager of Tull Enterprises, LLC. a North Carolina limited liability company, and that by authority duly given and as the act of said company, the foregoing instrument was signed in its name by him.

WITNESS my hand and official stamp or seal, this ________ day of ______________________________.

___________________________________

Notary Public

My Commission Expires:

_______________________

(SEAL)

I, _____________________________________, a Notary Public of the County and State aforesaid, certify that __________________________________ personally came before me this day and acknowledged that he is a manager of Squires Enterprises LLC. a North Carolina limited liability company, and that by authority duly given and as the act of said company, the foregoing instrument was signed in its name by him.

WITNESS my hand and official stamp or seal, this ________ day of ______________________________.

___________________________________

Notary Public

My Commission Expires:

_______________________

(SEAL)

I, _____________________________________, a Notary Public of the County and State aforesaid, certify that __________________________________ personally came before me this day and acknowledged that he is the President of Provident Development Group, Inc. a North Carolina corporation, and that by authority duly given and as the act of said company, the foregoing instrument was signed in its name by him.

WITNESS my hand and official stamp or seal, this ________ day of ______________________________.

___________________________________

Notary Public

My Commission Expires:

_______________________

(SEAL)