DECLARATION

OF COVENANTS, CONDITIONS AND RESTRICTIONS

FOR BAY GLEN, SECTION ONE,

A SUBDIVISION IN HARRIS COUNTY, TEXAS

STATE OF TEXAS	}
	}	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS	}

         THIS DECLARATION is made on the date hereinafter set forth by FRIENDSWOOD DEVELOPMENT COMPANY, an Arizona corporation, hereinafter referred to as "Declarant";

         WHEREAS, Declarant is the owner of certain property in Houston, County of Harris, State of Texas, which is more particularly described as:

Bay Glen, Section One, according to a plat thereof recorded in Volume 334 , Page 68 , of the Map Records of Harris County, Texas; said plat encompassing the following Lots and Reserves:

(1) Lots:

1 through 29, Block 1
1 through 107, Block 2
1 through 19, Block 3
1 through 8, Block 4
1 through 48, Block 5
1 through 36, Block 6
1 through 16, Block 7
1 through 29, Block 8

(2) Reserves:

Unrestricted Reserve "A" (6.635 acres)
Unrestricted Reserve "B" (10.004 acres)
Restricted Park Site Reserve "C" (1.924 acres)
Restricted Park Site Reserve "D" (5.664 acres)
Restricted Greenbelt Reserve "E" (0.713 acres)
Restricted Greenbelt Reserve "F" (1.278 acres)
Restricted Greenbelt Reserve "G" (1.427 acres)

Section 1. "Association" shall mean and refer to Pineloch Community Association, Inc., a nonprofit corporation, incorporated under the laws of the State of Texas, its successors and assigns.

Section 2. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to any Lot or Commercial Unit which is part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 3. "Properties" shall mean and refer to: (a) that certain real property first hereinabove described, and (b) such additions thereto as may be hereafter be brought within the jurisdiction of the Association.

Section 4. "Common Area" shall mean and refer to all real property together with the improvements thereon owned by the Association for the common use and benefit of the Owners.

Section 5. "Declarant" shall mean and refer to Friendswood. Development Company, its successors and assigns.

Section 6. "Declaration" shall mean and refer to this Declaration of Covenants, Conditions and Restrictions and any Amendments thereto applicable to the Properties recorded in the Office of the County Clerk, Harris County, Texas.

Section 7. "Member" shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation of the Association.

Section 8. "Lot" shall mean and refer to any plat of land shown upon any recorded subdivision map of the Properties, or a residential building site resulting from a consolidation or resubdivision of a Lot pursuant to Section 5 of Article VII hereof, with the exception of property designated thereon as "Reserves", or "Common Area", if any.

Section 9. "Commercial Unit" shall mean and refer to all land areas and reserves other then Restricted Reserves, Common Areas or Lots and shall contain (10,000) square feet of commercial land which shall be the equivalent of one Lot or proportional fraction thereof for purposes of membership, voting rights and assessment in and by the Association.

Section 10. "Board" shall mean and refer to the duly elected Board of Directors of the Association.

Section 11. "Conveyance" shall mean and refer to conveyance of a fee simple title to the surface estate of a Lot or Commercial Unit from one Owner to another.

Section 12. "Transfer" shall mean and refer to the book transfer of the surface estate of a Lot or Commercial Unit from one entity to any department thereof or to another entity whether or not the Owner of record changes.

Section 13. "Development Period" shall mean and refer to a department of Declarant or any other entity to which Declarant conveys or transfers Lots or Commercial Units for the purpose of constructing homes or other permitted structures thereon.

Section 1. Owner's Easements of Enjoyment. Every Owner shall have a right to an easement in and to the Common Area which shall be appurtenant to and shall pass with the title of every Lot or Commercial Unit, subject to the following provisions:

(a) the right of the Association to limit the number of guests of Members;

(b) the right of the Association to establish uniform rules and regulations and to charge reasonable and to charge reasonable admission and other fees pertaining to the use of any recreational facility situated upon the Common Area;

(c) the right of the Association to suspend the voting rights and the right to use of the recreational facilities by an Owner for any period during which any assessment against his Lot or Commercial Unit remains unpaid: and for a period not to exceed sixty (60) days for Any infraction of its published rules and regulations; and

(d) the right of the Association to dedicate or convey title to all or any part of the Common Area and facilities owned by the Association to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the Members. No such dedication or transfer or title shall be effective unless an instrument signed by two-thirds (2/3) of each class of Members agreeing to such dedication or conveyance has been recorded EXCEPT that dedication of easements for public utility purposes on or across Common Areas may be approved by the Board and does not require the approval of Members.

Section 3. Waiver of Use. No Owner may exempt himself from personal liability for assessments duly levied by the Association, nor release any Lot or Commercial Unit owned by him from the liens and charges hereof, by waiver of the use and enjoyment of the Common Area and the facilities thereon or by abandonment of his Lot or Commercial Unit.

Section 1. Every person or entity who is a record owner of a fee or undivided fee interest in any of the Properties which are subject by convenants of record to assessment by the Association shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any property which is subject to assessment by the Association. Ownership of such property shall be the sole qualification of membership.

Section 2. The Association shall have two classes of voting membership:

Class A. Class A Members shall be all Owners with the exception of the Declarant and shall be entitled to one vote for each Lot or Commercial Unit owned. When more than one person holds an interest in any Lot or Commercial Unit, all such persons shall be members. The vote for such Lot or Commercial Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to each Lot or Commercial Unit.

Class B. Class B members shall be the Declarant and shall be entitled to three (3) votes for each Lot or Commercial Unit owned. Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:

(a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or

(b) on December 31, 1996.

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Declarant, for each Lot or Commercial Unit owned within the Properties, hereby covenants, and each Owner of any Lot Commercial Unit by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association:

(a) annual assessments or charges, and

(b) special assessments or charges for capital improvements, such assessments and charges to be established and collected as hereinafter provided.

Section 2. Purpose of Assessments and Charges. Assessments and charges levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the Members of the Association and, in particular, maintenance of the Common Area, parkways and entryways and operation of recreational facilities. The Association may coordinate or provide for other community services as necessary or desired for the safety and welfare of the Members of the Association.

Section 3. Maximum Annual Assessment. Until January 1 of the year immediately following the conveyance of all of the Common Area to the Association, the maximum annual assessment shall be $150.00 per Lot and Commercial Unit or proportional fraction thereof.

(a) From and after January 1 of the year immediately following the conveyance of all of the Common Area to the Association, the maximum annual assessment may be increased each year by the Board by an amount not more than fifteen percent (15%) above the maximum assessment for the previous year without a vote of the membership.

(b) From and after January 1 of the year immediately following the conveyance of all of the Common Area to the Association, the maximum annual assessment may be increased by an amount more than fifteen percent (15%) by a vote of two-thirds (2/3) of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose.

(c) Without an affirmative vote of two-thirds (2/3) of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, the Board may fix the annual assessment at an amount not in excess of the maximum.

Section 5. Notice and Quorum for Any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Section 3 or 4 of this Article shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of Members or of proxies entitled to cast ten percent (10%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not present, a second meeting may be called subject to the same notice requirement, and the required quorum at the second meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such second meeting shall be held more than sixty (60) days following the preceding meeting.

Section 6. Rate of Assessment. All Lots and Commercial Units in Bay Glen, Section One, shall become subject to their applicable assessments simultaneously. No Lot and Commercial Unit owned by the Declarant at the end of each assessment period shall be exempt from assessment. Any Lots or Commercial Units conveyed or transferred from Declarant to an Owner or Builder shall be subject to an annual assessment determined by the Board commencing on the date of said conveyance or transfer. Only those Lots or Commercial Units owned by the Declarant at the end of each assessment period shall be subject to assessments and shall be assessed at the rate of one-half (1/2) of the annual assessment for Lots or Commercial Units as determined by the Board for that assessment period.

Section 7. Date of Commencement of Annual Assessments. The annual assessments provided for herein shall commence as to all Lots and Commercial Units on the first day of the month following the conveyance of all of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board shall fix the amount of the annual assessment for each Lot and Commercial Unit at least thirty (30) days in advance of each annual assessment. period. The annual assessment period shall be a calendar year commencing January 1 and ending on December 31 of each year. Written notice of the annual assessment shall be sent to every Owner subject thereto including the due date also established by the Board. The Association shall, upon demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot or Commercial Unit has been paid.

Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. To any assessment not paid within thirty (30) days after the due date shall be added a late charge penalty, the amount of which to be determined by the Board, plus interest calculated from the due date at the rate of twelve percent per annum or such lower rate as shall be the maximum permitted by applicable law. The Association may enforce the obligation to pay the assessment by an action at law against the Owner personally obligated to pay the same, or by foreclosing the lien against the Property. No owner may waive or otherwise escape liability for the assessment provided for herein by reason of nonuse of the Common Area or abandonment of his Lot or Commercial Unit.

Section 9. Subordination of the Lien to Mortgages. The assessment lien provided herein shall be subordinate to the lien of any first mortgage. Conveyance or transfer of any Lot or Commercial Unit shall not affect the assessment lien, except that the conveyance or transfer of any Lot or Commercial Unit pursuant to mortgage foreclosure or any proceeding in lieu thereof shall extinguish the lien for such assessments as to payments which became due prior to such conveyance or transfer but only to that extent. Otherwise the lien shall survive such foreclosure or other proceedings. No conveyance or transfer shall relieve such Lot or Commercial Unit from liability of any assessments thereafter becoming due or from the lien thereof.

Section 10. Exempt Properties. All properties dedicated to and accepted by a local public authority, all Common Areas, and all properties owned by a charitable or nonprofit organization exempt from taxation by the laws of the State of Texas shall be exempt for the assessments created herein. However, no land or improvements owned by such entities that is devoted to dwelling or commercial use shall be exempt from said assessments.

Section 1. Architectural Approval. No building, fence, wall or other structure of any kind shall be commenced, erected or maintained upon any Lot or Commercial Unit, nor shall any exterior addition to or change or alteration to such structure be made until the plans and specifications showing the nature, kind, shape, height, materials, color and location of the same shall have been submitted to and approved in writing by Declarant or the Architectural Control Committee of the Pineloch Community Association as to compliance with these restrictions, harmony of external design with existing and proposed structures, location in relation to surrounding structures, topography, easements and building setback lines provided that Declarant shall not be required to comply with the provisions hereof, and provided, further, that structures no portion of which is visible from a street or the Common Area nearest the Property from a height of six (6) feet or less shall not be subject to such architectural approval. Declarant retains the exclusive right to review and approve or disapprove all plans and specifications for original construction in Lots in Bay Glen, Section One. The Architectural Control Committee appointed by the Board of Directors of the Pineloch Community Association, is hereby given the right to approve plans and specifications for all changes, alterations and remodeling of construction subsequent to completion or original construction. The Architectural Control Committee shall be composed of three (3) or more representatives appointed by the Board. In the event the Architectural Control Committee fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to it, approval will not be required and this Article will be deemed to have been fully complied with. Approval of plans and specifications shall not cover or include approval for any other purpose and specifically, but without limitation, shall not be construed as any representation as to, or responsibility for, the design of the improvement or the ultimate construction quality thereof. All plans and specifications shall be submitted in writing to the Architectural Control Committee over the signatures of the Owners of the Property or his authorized agent. The Architectural Control Committee shall have the right to require any Owner to remove or alter any structure which has not received approval or is built other than pursuant to approved plans.

Section 2. No Liability. Neither Declarant, the Association, Board of Directors the Architectural Control Committee nor the members thereof shall be liable in damages to anyone submitting plans or specifications to them for approval, or to any Owner of property affected by these restrictions by reason of mistake in judgment, negligence, malfeasance or nonfeasance arising out of or in connection with the approval or disapproval or failure to approve or disapprove any such plans or specifications. Every person who submits plans or specifications to the Architectural Control Committee for approval agrees by submission of such plans and specifications, and every Owner agrees, that no action or suit will be brought against Declarant, the Association, Board, the Architectural Control Committee or any of the members thereof.

Section 3. Notice of Noncompliance or Noncompletion. Notwithstanding anything to the contrary contained herein, after the expiration of one (1) year from the date of issuance of a building permit by municipal or other governmental authority for any improvement, said improvement shall, in favor of purchasers and lienholders in good faith and for value, be deemed to be in compliance with all provisions of this Article V, unless actual notice of such noncompliance or noncompletion, executed on behalf of the Architectural Control Committee, shall be filed of record in the office of the County Clerk of Harris County, Texas, or unless legal proceedings shall have been instituted to enforce compliance or completion.

Section 4. Rules and Regulations. The Architectural Control Committee may from time to time, in its sole discretion, adopt, amend and repeal rules and regulations interpreting and implementing the provisions hereof.

Section 5. Variances. Where circumstances, such as topography, location of property lines, location of trees, or other matters require, the Architectural Control Committee may allow reasonable variances as to any of the covenants, conditions and restrictions contained in this Declaration under the jurisdiction of such Committee pursuant to this Article V, on such terms and conditions as it shall require; provided, however, that all such variances shall be in keeping with the general plan for the improvement and development of the Property.

Section 1. Duties and Powers. In addition to the duties and powers enumerated in its Articles of Incorporation and By-Laws, or elsewhere provided for herein, and without limiting the generality thereof, the Association shall:

(a) Own, maintain and otherwise manage the Common Area, all facilities, improvements and landscaping thereon and all other property acquired by the Association.

(b) Pay any real and personal property taxes and other charges assessed against the Common Area.

(c) Have the authority to obtain, for the benefit of all of the Common Area, all water, gas and electric services and refuse collection.

(d) Grant easements where necessary for utilities and sewer facilities over the Common Area to serve the Common Area and the Lots and Commercial Units.

(e) Maintain such policy or policies of insurance as the Board may deem necessary or desirable in furthering the purposes of and protecting the interests of the Association and the Members.

(f) Have the authority to contract with a management company for the performance of maintenance and repair and for conducting other activities on behalf of the Association provided that such contract shall be limited to a duration of one (1) year, except with the approval of a majority of the Members entitled to vote at a meeting duly called for this purpose. Any such management agreement shall provide that it will be terminable by the Association without a termination fee for cause upon thirty (30) days' written notice or without cause by either party upon ninety (90) days' written notice.

(g) Have the power to establish and maintain a working capital and contingency fund in an amount to be determined by the Board.

h) Have a duty to landscape and maintain the landscaping upon the Common Area and to maintain the perimeter walls or fences located at entrances to the Property, Common Area, greenbelt buffers, parks and perimeter fences or walls located on portions of the following land:

Common lot line between Restricted Reserve "F" and Lots 1,6,7 and 9 through 15, block 2.
Common lot line between Unrestricted Reserve "A" and Lots 16 through 23 and Lots 68 through 77 block 2.
Common lot line between Restricted Reserve "G" and Lots 77 through 107, block 2.
Common lot Line between Restricted Reserve "E" and Lots 1 and 48, block 5.
Common lot lines between Restricted Reserve "E" and Unrestricted Reserve "B" and Lot 16, block 7.

Section 1. Single Family Residential Construction. Subject to Sections 5 and 6 below, no building shall be erected, altered or permitted to remain on any Lot other than one (1) detached Single-family residential dwelling not to exceed two (2) stories in height and a private garage for not more than three (3) cars, which garage shall not exceed the main dwelling in height or number of stories. No such residence shall be constructed on less than the equivalent of one full Lot as defined on the recorded subdivision plot or any recorded replat thereof approved by Declarant or its assignee. In no event shall any part of the main structure or garage be used as a second dwelling unit for rental purposes.

Section 2. Minimum Square Footage, Building Materials and Siting. The living area of the main residential structure, exclusive of porches, garage and patio areas, shall not be less than 1100 square feet for the following Lots located in Bay Glen, Section One:

Lots 1 through 53, Block 2
Lots 1 through 19, Block 3
Lots 1 through 8, Block 4
Lots 1 through 48, Block 5
Lots 1 through 36, Block 6
Lots 1 through 16, Block 7
Lots 1 through 29, Block 8

Lots 1 through 29, Block 1
Lots 54 through 107, Block 2

Section 3. Location of Improvements Upon the Lot. No building or other improvements shall be located on any Lot nearer to the front lot line or nearer to the street sideline than the minimum building setback line shown on the recorded plat. No building shall be located on any Lot nearer than ten (10) feet to any side street line. No building or other improvements on a Lot shall be located nearer then five (5) feet to an interior lot line, except that a detached garage or other permitted accessory building located sixty (60) feet or more from the front lot line may be a minimum distance of three (3) feet from an interior lot line.

Section 4. Composite Building Site. Any Owner of one or more adjoining Lots (or portions thereof) may consolidate such Lots or portions into one single-family residence building site, with the privilege of placing or constructing improvements on such site, in which case setback lines shall be measured from the resulting side property lines rather then from the lot lines shown on the recorded plat. Any such proposed composite building site(s) must be approved by the Architectural Control Committee.

Section 5. Resubdivision of Lots. No Lot contained in the list below except a Lot located on the terminus of a cul-de-sac street, shall be resubdivided, nor shall any building be erected or placed on any such resubdivided Lot, unless each building site resulting from such resubdivision shall have a minimum width of not less then sixty feet (60') at the front building line. A resubdivided Lot located on the terminus of a cul-de-sac street shall have a minimum width of not less than fifty feet (50') at the front building line.

Lots 1 through 29, Block 1
Lots 54 through 107, Block 2

Lots 1 through 53, Block 2
Lots 1 through 19, Block 3
Lots 1 through 8, Block 4
Lots 1 through 48, Block 5
Lots 1 through 36, Block 6
Lots 1 through 16, Block 7
Lots 1 through 29, Block 8

Section 6. Certain Easements

(a) Utility Easements. Easements for installation and maintenance of utilities are reserved as shown and provided for on the most recently recorded plat, and no structure shall be erected on any of said easements. Underground electric, gas and telephone service shall be available to all Lots in the subdivision.

(b) Crossing of Easements. Easements for the underground service may be crossed by driveways and walkways provided the Declarant or Builder makes prior arrangements with the utility companies furnishing electric, gas and telephone service and provides and installs any necessary conduit of approved type and size under such driveways or walkways prior to construction thereof. Such easements for the underground service shall be kept clear of all other improvements, including buildings, patios or other pavings, and neither Declarant nor any utility company using the easements shall be liable for any damage done by either of them or their assigns, their agents, employees or servants, to shrubbery, trees, flowers or other improvements (other than crossing driveways or walkways providing conduit has been installed as outlined above) of the Owner located on the land covered by said easements.

(c) Audio-Visual Communication Easements. In the event that audio and video communication services and facilities are made available to any of said Lots by means of an underground coaxial cable system, the company furnishing such services and facilities shall have a two (2) foot wide easement along and centered on the underground wire or cable when and as installed by said company from and at a right angle to the utility easement nearest to the point of connection on the permanent improvements or structure constructed, or to be constructed, upon said Lot, and in a direct line from said nearest utility easement to said point of connection.

Section 8. Storage of Automobiles, Boats, Trailers, Other Vehicles and Equipment. No automobiles, boats, trailers, campers, recreational vehicles, motorcycles, buses, inoperative vehicles of any kind, camp rigs off truck or boat rigging shall be parked or stored permanently or semi-permanently on any public street, right-of-way, front yard area or on driveways. Permanent or semi-permanent storage of such vehicles or items must be completely screened from public view either within the garage or behind a solid fence. For the purposes of these restrictions, the words "semi-permanent" shall be defined as remaining in the same location without movement for forty-eight (48) or more consecutive hours.

Section 9. Temporary Structures and Outbuildings. No structure of a temporary character, recreational vehicle, mobile home, trailer, basement, tent, shack, garage, barn, playhouse or other outbuilding shall be used on any Lot at any time as a residence. Outbuildings or structures, whether temporary or permanent, other than the main residence or garage, used for accessory, playhouse, storage or other purposes shall be limited to eight feet in height and one hundred (100) square feet in area and must be approved in accordance with Article V of these Restrictions. Temporary structures may be used as sales offices or as building offices and for other related purposes by Builders during the construction and sales period. Such structures shall be inconspicuous and sightly and shall be removed at completion and sale of all construction of this subdivision.

Section 10. Animal Husbandry. No animals, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except dogs, cats or other common household pets (not to exceed two of each category) provided they are not kept, bred or maintained for commercial purposes. Notwithstanding the foregoing, no animals or fowl may be kept on the Properties which results in an annoyance or are obnoxious to residents in the vicinity. Animals are not permitted to roam the subdivision and shall be controlled on a leash if they are not on the Owner's property.

Section 11. Walls, Fences and Hedges. No wall, fence, planter or hedge in excess of three (3) feet in height shall be erected or maintained nearer to the front lot line than the front building setback line. On corner lots, fences may be built on side lot lines. No rear fence, wall or hedge and no side fence, wall or hedge located between the side building line and the interior lot line shall be more then six (6) feet high. Chain link or wire mesh fencing material is prohibited. The Architectural Control Committee or its assignee is hereby permitted to grant deviations in height, construction materials and location of fences and walls which in its judgment will result in a more beneficial use.

Section 12. Visual Obstruction at the Intersections of Public Streets. No object which obstructs sight lines at elevations between two (2) and eight (8) feet above the roadways within the triangular area formed by the junction of street curb lines and a line connecting them at points thirty (30) feet from the junction of the street curb lines (or extensions thereof) shall be placed, planted or permitted to remain on any corner lots.

Section 13. Visual Screening. All clotheslines, equipment, garbage cans, service yards, woodpiles, refuse containers or storage piles and household projects such as equipment repair and construction projects shall be screened by adequate planting or fencing so as to conceal them from view of neighboring Lots, streets, parks and public areas. All rubbish, trash and garbage shall be kept in sanitary refuse containers with tightly fitting lids and shall be regularly removed from the premises, and not allowed to accumulate thereon.

Section 14. Sidewalks. Before the dwelling unit is completed or occupied, the Owner or Builder shall be obligated to construct a concrete sidewalk in the public street right-of-way, four (4) feet in width parallel to the street curb generally two (2) feet from the lot boundary and extending to the projection of the lot boundary lines into the street right-of-way and/or street curbs at corner lots. Placement of sidewalks in public rights-of-way around the terminus of cul-de-sac streets shall follow the pattern of the incoming sidewalk (as proposed or built) on adjacent Lots. Generally, the sidewalk shall be placed two (2) feet from the front lot line toward the street. The intent of this guide is to insure a continuous walk around the terminus. Owners of or Builders on corner Lots shall install such a sidewalk parallel to both the front lot line and the side street lot line. Declarant at its sole discretion is permitted to grant deviations as to geometric sidewalk placement or construction materials, b Respect to the Lot(s) involved.

Section 15. Lot Maintenance. All Lots shall be kept at all times in a sanitary, healthful, safe and attractive condition and the Owner or occupant of any Lot shall keep all weeds and grass thereon cut and shall in no event use any Lot for storage of material and equipment except for normal residential requirements and those requirements incident to construction of improvements thereon as herein permitted, or permit the accumulation of garbage, trash or rubbish of any kind thereon, and shall not burn any garbage, trash or rubbish except by use of an incinerator approved by the Architectural Control Committee and then only as permitted by law. In the event of default on the part of the Owner or occupant of any Lot in observing the above requirements, or any one of them, and such default continues after ten (10) days' written notice thereof, the Association, or its assignee, may without liability to the Owner or occupant, in trespass or otherwise, enter upon said Lot and cut, or cause to be cut, such weeds and grass, and remove or cause to be removed, such garbage, trash and rubbish or do any other thing necessary to secure compliance with these restrictions, so as to place said Lot in a neat, attractive, healthful, safe and sanitary condition, and may charge the Owner or occupant of such Lot for the cost of such work. The Owner or occupant, as the case may be, agrees by the purchase or occupation of the Lot to pay such statement immediately upon receipt thereof. To secure the payment of such charges in the event of nonpayment by the Owner, a vendor's lien is herein and hereby retained against the above-described property in favor of the Association or its assignee, but inferior to purchase money lien or mortgage. Such vendor's lien shall be applicable and effective whether mentioned specifically in each deed or conveyance by Declarant or not.

Section 16. Signs, Advertisements, Billboards. No sign, advertisement, billboard or advertising structure of any kind shall be displayed to the public view on any Lot except one sign for each Lot of not more than twenty-eight (28) inches by thirty-eight (38) inches, advertising the property for sale or rent, or except signs used by a Builder or Declarant to advertise the property for a period of time commensurate with its home construction and home sales program. The Association or its assignee shall have the right to remove any such sign, advertisement, billboard, or advertising structure which is placed in violation of the foregoing and in so doing shall not be subject to any liability in trespass or otherwise in connection therewith or arising from such removal.

Section 17. Removal of Dirt and Trees. The digging of dirt or the removal of any dirt from any Lot is expressly prohibited except as necessary in conjunction with the landscaping of or initial construction on such Lot. No trees shall be cut except to provide room for construction or improvements or to remove dead or unsightly trees.

Section 18. Antennae. Subject to Section 7 of this Article, no electronic, radio, television or any other type of antenna for receiving or transmitting visual or sound communications shall be constructed, erected, placed or permitted to remain on any Lot or any residential dwelling or outbuilding or any other structure on any Lot on the Properties unless it is located at the rear of the residential dwelling or to the rear of the roof line, gable or center line of the residential dwelling so as to be hidden from sight when viewed from the fronting street on interior lots and when viewed from either the fronting or siding street on corner lots. No electronic, radio, television or any other type of antenna for receiving or transmitting visual or sound communications shall be constructed, erected, placed or permitted to remain on the Lots located in Bay Glen, Section One, listed below unless such antenna is located within the interior of the residential dwelling or is erected, placed or mounted in such a manner that from a street, adjacent Lot or from any other portion of the Properties, no portion is visible from a height of six (6) feet or less.

Lot 1, Block 2
Lot 6, Block 2
Lot 7, Block 2
Lots 9 through 15, Block 2
Lots 77 through 107, Block 2
Lot 1, Block 5
Lot 46, Block 5
Lot 16, Block 7

Section 19. Roofing Materials. The roof of each building shall be constructed or covered with (a) asphalt or composition type shingles having a minimum weight classification of 240 pounds per square, comparable in color to weather wood shingles and comparable in surface textural appearance to wood shingles, the decision of such comparison resting with the Architectural Control Committee; (b) crushed marble, slag or pea gravel set in a built up type roof on roof surfaces not visible from the fronting street; or (c) concrete or clay tile or slate or aluminum shingles in earth tone colors as approved by the Architectural Control Committee. Any other type roofing material shall be permitted only at the sole discretion of the Architectural Control Committee upon written request.

Section 20. Underground Electric Service. An underground electric distribution system will be installed in that part of Bay Glen, Section One, designated an Underground Residential Subdivision, which underground service area shall embrace all Lots in Bay Glen, Section One. The Owner of each Lot in the Underground Residential Subdivision shall, at his own Cost, furnish, install, own and maintain (all in accordance with the requirement of local governing authorities and the national Electrical Code) the underground service cable and appurtenances from the point of the electric company's metering on the customer's structure to the point of attachment at such company's installed transformers or energized secondary junction boxes, such point of attachment to be made available by the electric company at a point designed by such company at the property line or each Lot. The electric company furnishing service shall make the necessary connections at said point of attachment and at the meter. In addition, the Owner of each such Lot shall, at his own cost, furnish, install, own and maintain a meter loop ( in accordance with the current standards and specifications of the electric company furnishing service) for the location and installation of the meter of such electrical company for the residence constructed on such Owner's Lot. For so long as underground service is maintained in the Underground Residential Subdivision, the electric service to each Lot therein shall be underground, uniform in character and exclusively of the type known as single phase, 120/140 volt, three wire, 60 cycle, alternating current.

The electric company has installed the underground electric distribution system in the Underground Residential Subdivision at no cost to Developer (except for certain conduits, where applicable) upon Developer's representation that the Underground Residential Subdivision is being developed for single-family dwellings and/or townhouses of the usual and customary type, constructed upon the premises, designed to be permanently located upon the Lot where originally constructed and built for sale to bona fide purchasers (such category of dwelling and/or townhouses expressly excludes, without limitation, mobile homes and duplexes). Therefore, should the plans of Owners in the Underground Residential Subdivision be changed so that dwellings of a different type will be permitted in such Subdivision, the company shall not be obligated to provide electric service to a Lot where a dwelling of a different type is located unless (a) Developer has paid to the company an amount representing the excess in cost, for the entire Underground Residential Subdivision, of the underground distribution system over the cost of equivalent overhead facilities to serve such Subdivision, or (b) the Owner of such Lot, or the applicant for service, shall pay to the electric company the sum of (1) $1.75 per front lot foot, it having been agreed that such amount reasonably represents the excess in cost of the underground distribution system to serve such Lot, plus (2) the cost of rearranging and adding any electric facilities serving such Lot, which rearrangement and/or addition as determined by the company to be necessary.

The provisions of the two preceding paragraphs also apply any future residential development in Reserve(s) shown on the plat of Bay Glen Subdivision, Section 1, as such plat exists at the execution of the agreement for underground electric service between the electric company and Developer or thereafter. Specifically, but not by way of limitation, if a lot owner in a former Reserve undertakes some action which would have invoked the above per front lot foot payment if such action had been undertaken in the Underground Residential Subdivision, such owner or applicant for service shall pay the electric company $1.75 per front lot foot, unless Developer has paid the electric company as above described. The provisions of the two preceding paragraphs do not apply to any future nonresidential development in such Reserve(s).

Section 1. Enforcement. The Association or any Owner shall have the right to enforce, by any proceedings at law or in equity, all restrictions, conditions, covenants and reservations (including liens or charges), now or hereafter imposed by the provisions of this Declaration. Failure by the Association or by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability. Invalidation of any one of these covenants, conditions or restrictions by judgment or court order shall in nowise affect any other provisions which shall remain in full force and effect.

Section 3. Amendment. The covenants and restrictions of this Declaration shall run with and bind the property for a term of twenty (20) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years. This Declaration may be amended during the first twenty (20) year period by an instrument signed by not less than ninety percent (90%) of the Owners, and thereafter by an instrument signed by not less than seventy-five percent (75%) of the Owners. Any amendment made pursuant to the provisions of this paragraph must be recorded.

Section 4. Books and Records. The books, records and papers of the Association shall, during reasonable business hours, be subject to inspection by any Member. The Articles of Incorporation, By-Laws of the Association, and Declaration shall be available for inspection by any Member at the principal office of the Association where copies may be purchased at a reasonable cost.

Section 5. FHA/VA Approval. As long as there is a Class B membership, the following actions will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, mortgaging of Common Area, dedication or transfer of title of Common Area (except dedication of easements for public utility purposes on or across Common Areas), and amendment of this Declaration.

Section 6. Development of Minerals. There is hereby excepted from the land encompassed by the boundaries of this subdivision, and Declarant will hereafter except from all its sales and conveyances of said land, or any part thereof, including the locations for buildings and the Common Area, all oil, gas and other minerals in, on and under said land, but Declarant hereby waives, and will waive or secure waiver of, in each such conveyance, the right to use the surface of the land for development of oil, gas and other minerals, provided that Declarant hereby retains and reserves and in each such conveyance will retain and reserve the right to pool the land with other lands for development of oil, gas and other minerals and the right to drill under and through the subsurface of the land below the depth of one hundred feet (100'). Such exceptions and such retained rights and reservations shall inure to the benefit of Declarant, its predecessors in title and its successors and assigns in accordance with their interest of record.

Section 7. Notices. Any notice required to be sent to any Owner under the provisions of this Declaration shall be deemed to have been properly sent when mailed, postpaid, to the last known address of the person who appears as Owner on the records of the Association at the time of such mailing.

Section 8. Annexation. Additional property and Common Area may be annexed to the Properties with the consent of two-thirds (2/3) of each class of membership. However, upon the submission and approval by FHA and VA of a general plan of the entire development, and upon the subsequent approval of each stage of development of the subdivision by the FHA and VA confirming the annexation is in accord with the general plan additional stages of the Subdivision may be annexed by t he Board without obtaining the consent of Members.

         IN WITNESS WHEREOF, the undersigned, being the Declarant herein, hereunto set its hand and seal this 16th day of June, A.D. 1986.

ATTEST:	FRIENDSWOOD DEVELOPMENT COMPANY
T. L Setliff Assistant Secretary	L. J. Pezoldt Vice President

STATE OF TEXAS
COUNTY OF HARRIS

         This instrument was acknowledged before me on June 16, 1986 by L. J. Pezoldt, Vice President of Friendswood Development Company, an Arizona corporation, on behalf of said corporation.

Notary Public, State of Texas

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