Covenants, Conditions, and Restrictions

THIS DECLARATION made on this 25th day of April, 2005, by the undersigned Owner-Developer of record.

WITNESSETH:

WHEREAS, the undersigned is the Owner-Developer of certain real property in the County of Lancaster, State of Nebraska, which is more particularly described as:

Lot 1, Foreman Ridge, a subdivision of Lot 3, Irregular Tract, in the North One-Half of the Southeast Quarter of Section 21, Township 9 North, Range 6 East of the 6th P.M., Lancaster County, Nebraska.

NOW, THEREFORE, the undersigned hereby declares that all of the Property described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants and conditions, which are for the purpose of protecting the value and desirability of, and which shall run with the real Property and be binding on all parties having any right, title or interest, in the described Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Owner thereof.

Section 1. "ASSOCIATION" shall mean and refer to the Foreman Ridge Home Owners Association, Inc., a non-profit corporation, its successors and assigns.

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

Section 3. "COMMON AREA" shall mean all real property, including the improvements thereto, owned by the Association for the common use and enjoyment of the Owners. The Common Area to be owned by the Association is presently described as follows:

That part of Lot 1, Foreman Ridge, Lancaster County, Nebraska, described and shown on page 1 of 6 of the Site Plan for the Foreman Ridge Community Unit Plan/Special Permit No. 05002 as Outlots A, B, C, D and E. The Site Plan for the Foreman Ridge Community Unit Plan/Special Permit No. 05002 is on file in the Planning Department of the City of Lincoln, Nebraska.

Section 4. "LOT" shall mean and refer to each lot and outlot (except for the Common Area) shown upon any recorded final plat of the Property. The plots of land to be platted as lots are described and shown on page 1 of 6 of the Site Plan for the Foreman Ridge Community Unit Plan/Special Permit No. 05002. The outlots (except for the Common Area) are to be replatted as lots for dwelling units when the Property is annexed by the City of Lincoln and City sanitary sewer and water are extended to serve the Property and the Property is rezoned as provided in Lincoln Municipal Code Chapter 27.65.

Section 5. "OWNER-DEVELOPER" shall mean and refer to Pickering Creative Group, Inc., Gary Pickering, Deborah Pickering, or their designated agent.

Section 6. "DECLARATION" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions, applicable to the Property recorded in the office of the Register of Deeds of Lancaster County, Nebraska.

Section 7. "MEMBER" shall mean and refer to those persons entitled to membership as provided in the Declaration.

ARTICLE II. PROPERTY RIGHTS

Section 1. Owners' Easement of Enjoyment. Every Owner shall have a right and easement of enjoyment in, and to, the Common Area which shall be appurtenant to, and shall pass with, the title to every lot, subject to the following provisions:

a. The right of the Association to adopt reasonable rules and regulations for the use of the Common Area; to include the right of the Association to assess an Owner for costs of repair, replacement, improvement and maintenance of the Common Area and its' improvements.

b. The right of the Association to suspend the voting rights of an Owner of any period during which any assessment against his/her lot remains unpaid; or for any infraction of its published rules and regulations;

c. The right of the Association to dedicate or transfer all or any part of its interest in the Common Area to any person, public agency, authority, or utility, for such purposes and subject to such conditions as may be agreed to by the Association. No such dedication or transfer shall be effective unless an instrument agreeing to such dedication or transfer signed by two-thirds (2/3rds) of each class of members has been recorded.

Section 2. Delegation of Use. Any Owner may delegate, in accordance with the By-Laws, his/her right of enjoyment to the Common Area.

Section 3. Future Urbanization. Every Owner covenants and agrees to replat the outlots as lots when sanitary and sewer are extended to serve the Foreman Ridge Community Unit Plan and the Property is annexed and rezoned. Every Owner further covenants and agrees to establish a plan for funding infrastructure costs for conversion of the outlots into lots at Owner's own cost and expense, or to petition for the creation of special assessment districts for the installation of infrastructure improvements if not installed by Owners at Owners' own cost and expense and incorporating said provisions into deed restrictions to be reviewed and approved by the City Attorney and filed of record with the Register of Deeds. Every Owner further covenants and agrees not to contest eventual annexation by the City of Lincoln and every Owner recognizes that lots within Foreman Ridge are not entitled to extra buffer protection from either existing agricultural uses or future urbanization. Every Owner recognizes that the outlots (except for the Common Area) are intended for future development consistent with the Foreman Ridge Community Unit Plan/Special Permit No. 05002.

ARTICLE III. MEMBERSHIP AND VOTING RIGHTS

Section 1. Every Owner of a lot which is subject to assessment, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment.

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 Owner-Developer, and shall be entitled to one (1) vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote for such lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any lot.

Class B. The Class B member(s) shall be the Owner-Developer and shall be entitled to four (4) votes for each lot owned. The 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 January 1, 2007.

ARTICLE IV. COVENANT FOR ASSESSMENTS

Section 1. Creation of the Lien and Personal Obligation of Assessments. The Owner-Developer, for each lot owned within the Property, hereby covenants, and each Owner of any lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association (1) annual assessments or charges, and (2) special assessments for capital improvements, such assessments to be established and collected as hereinafter provided. The annual and special assessments, together with interest, costs and reasonable attorney's fees shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made.

Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health, safety, and welfare of the residents in the Property, for the improvement and maintenance of the Common Area, and for future urban development consistent with the approved Community Unit Plan. These assessments shall include, but not be limited to, the operation and maintenance of the community waste water system located within the said plat in accordance with the rules and regulations of the State of Nebraska, the County of Lancaster and the City of Lincoln. The assessments shall also include the continuous maintenance of the streets within the plat, until such time as the County of Lancaster, Nebraska, or the City of Lincoln, Nebraska, specifically accepts such maintenance.

Outlot E includes a waste water treatment facility which serves all lots within the Property. The Association shall maintain it in accordance with all applicable laws and regulations. The Association shall budget an adequate amount to pay for professional management of the system and provide for a build-up of reserves for capital improvements as may be recommended by the Professional Manager, Assessments for the maintenance, Professional Management and establishment of reserves for capital improvements shall be made equally against all lots within the Property.

Section 3. Annual Assessment. Until January 1, or the year immediately following the conveyance of the first lot to an Owner, the first annual estimated assessment shall be One Hundred and no/100 Dollars ($100.00) per lot. The annual assessments thereafter shall be based on estimated actual costs. Any deficiency on estimated actual cost shall be billed to the lot Owner when determined.

Section 4. Special Assessments. In addition to the annual assessments authorized above, the Association may levy, in any assessment year, a special assessment applicable to that year only for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of a capital improvement upon the Common Area, including fixtures and personal property related thereto, and for future urban development consistent with the approved Community Unit Plan, provided that any such assessment for new construction of capital improvements shall have the assent of two-thirds (2/3rds) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose. Special assessments shall be levied at any time for construction, reconstruction, repair or replacement of a capital improvement the operation of which is required by the State of Nebraska, Lancaster County or the City of Lincoln if such action is necessary to comply with a requirement of such governmental entity.

Section 5. Notice and Quorum for Any Action Authorized Under Section 4. Written notice of any meeting called for the purpose of taking any action authorized under Section 4 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 sixty percent (60%) of all the votes of each class of membership, shall constitute a quorum. lf the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Section 6. Uniform Rate of Assessment. Both annual and special assessments must be fixed at a uniform rate for all lots, and may be collected on a monthly basis or on an annual basis, as determined by the Board of Directors.

Section 7. Date of Commencement of Annual Assessments: Due Dates. The annual assessments provided for herein shall commence as to all lots on the 1st day of the month following the conveyance of the Common Area. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every Owner subject thereto. The due dates shall be established by the Board of Directors. 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 have been paid. A properly executed certificate of the Association as to the status of assessments on a lot is binding upon the Association as of the date of its issuance.

Section 8. Effect of Nonpayment of Assessments: Remedies of the Association. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of nine percent (9%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against the property. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his/her lot.

Section 9. Subordination of the Lien to Mortgages and Deeds of Trust. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or deed of trust. Sale or transfer of any lot shall not affect the assessment lien.

ARTICLE V. USE RESTRICTIONS FOR THE PROPERTY

Section 1. Use. No lot when final platted as a buildable lot shall be used other than for residential purposes in accordance with the requirements of the Foreman Ridge Community Unit Plan/Special Permit No. 05002. No lot shall be improved unless the plan for improvement has been approved in writing by the Owner-Developer. No lot shall be regraded or relandscaped without prior written approval by the Owner-Developer.

Section 2. Completion of Construction. Any building constructed upon any lot within the Property shall be completed within twelve (12) months after the commencement of construction.

Section 3. Wiring. No wiring for electrical power, telephone, television, radio, or any other use shall be permitted above ground, except within a building. No commercial radio or television tower shall be permitted upon any lot within the Property. Radio and/or television antennas or satellite dishes for personal use may be located upon the Property in accordance with Section 4 below.

Section 4. Approval of Plans. Owner-Developer shall have the exclusive right to establish grades and slopes for all lots within the Property and to fix the grade at which any building shall be constructed upon any lot, in conformity with the general plan for development of the Property. Plans for any building or other improvement to be placed or constructed upon any lot within the Property shall be submitted to the Owner-Developer and shall show the design, size, and exterior material for the building or improvement and the plat plan for the lot, including the proposed landscape plan.

One set of plans shall be left on permanent file with the Owner-Developer. Construction of the building or improvements shall not be commenced unless written approval of the plans has been secured from the Owner-Developer. Written approval or disapproval of the plans shall be given by the Owner-Developer within thirty (30) days after receipt thereof. Approval of the plans shall not be reasonably withheld, and upon disapproval, a written statement of the grounds for disapproval shall be provided. Owner-Developer shall have the exclusive right to disapprove the plans, if in Owner-Developer's opinion, the plans do not conform to the general standard of development in the Property.

The following shall be minimum standards for approval of all plans:

a. There shall be no more than two (2) buildings, including the main residence constructed upon any buildable lot within the Property. No dwelling shall be constructed upon any outlot until said outlot is replatted into a buildable lot.

b. The enclosed finished area of each dwelling constructed shall not be less than 1,800 square feet on the main floor for a ranch style home; 2,200 square feet for both floors combined for a 1 1/2 story home; and 2,600 square feet for both floors combined for a 2 story home. This minimum square footage may not be waived at any time for any reason. Basements, including daylight and walkout basements, are excluded from the computation for purposes of meeting this minimum square footage requirement.

c. No outbuilding shall be constructed or placed upon the Property which shall have exterior metal siding.

d. No outbuilding shall be constructed larger than 1,000 square feet, nor shall such a building have length or width of more than 40 feet. All outbuildings shall have eaves and a pitched roof, and shall conform to the design and color of the residence and shall have the same type of exterior finish.

e. All residential structures shall have an attached garage capable of holding a minimum of two (2) full-sized vehicles.

f. The exterior of any residence constructed should have at least fifty percent (50%) brick or stone, unless the home style does not lend itself to brick or stone in the discretion of the Owner-Developer.

g. No television antennas, radio towers, or satellite dishes over 2 feet in circumference shall be placed on any lot except on the interior of any structure. All wires, cables, conduits, or pipes shall be placed underground except that portion necessary for service to the interior of any structure.

h. No roof pitch on any structure shall be less than a 5/12 pitch.

Section 5. City Requirements. All buildings within the Property shall be constructed in conformity with the requirements of the applicable building codes of the City of Lincoln, Nebraska.

Section 6. Temporary Structures. No partially completed dwelling or temporary building and no trailer, tent, shack, or garage on any lot within the Property shall be used as either a temporary or permanent residence.

Section 7. Nuisance. No noxious or offensive activity shall be conducted or permitted upon any lot within the Property, nor anything which is or may become an annoyance or nuisance to the neighborhood or which endangers the health or unreasonably disturbs the quiet of the occupants of adjoining lots. There shall be no discharging of firearms within the Property or the Commons. There shall be no non-operating, wrecked, junked, partially dismantled, unlicensed or unregistered vehicle kept or parked on any lot within the Property unless such vehicle is kept or parked within an enclosed building.

Section 8. Signs. No advertising signs, billboards, or other advertising device shall be permitted on any lot within the Property. However, Owner-Developer may erect signs advertising lots for sale within the Property, and a sign advertising a single lot for sale may be erected upon any lot.

Section 9. Trees. Each lot owner shall nurture and maintain all trees placed upon the lot by the Owner/Developer.

Section 10. Animals. No animals, livestock or poultry of any kind shall be raised, bred, or kept on any lot within the Property for any commercial purpose. The only animals permitted shall be cats, dogs, and house pets kept for personal or family purposes. No farm animals, including but not limited to cattle, horses, swine, sheep, goats, or poultry shall be permitted on any lot within the Property for any purpose.

Section 11. Common Utility Lines. When any utility line shall be constructed on two or more adjoining lots within the Property, each member who is titleholder of one of the adjoining lots shall have an easement for the maintenance, repair, and replacement of the utility line upon all of the adjoining lots, which easement shall be appurtenant to the interest requisite for membership. Any expenses of maintenance, repair, or replacement of the utility line shall be borne equally by the members who are the titleholders of such adjoining lots. The provisions of this paragraph shall not operate to relieve any member from any liability which such member may incur by reason of negligent or willful acts or omissions resulting in the damage to the utility line.

Section 12. Recreational Vehicles. No recreational vehicle, as defined by the Lincoln Municipal Code, shall be parked or stored upon any lot within the Property, except within an enclosed structure. Recreational vehicles may be temporarily parked or stored upon a lot for a period of time not to exceed fourteen (14) days per year.

Section 13. Maintenance of Lawns. At such time as an occupancy permit is issued on a residence located within the Property, the owner of such lot shall have twelve (12) months within which to establish a lawn that is at least 75% in area planted to a drought resistant grass species and each of such title Owners shall be deemed to covenant to maintain such lawn in a drought resistant grass species, except native grasses which are suitable for conservation reserve planting.

Section 14. Maintenance of Property. Each lot shall be kept free of debris and weeds and shall be kept mowed. If a lot is not maintained in the above manner, the Association may notify the Owner of the lot in writing that such maintenance must be done in ten (10) days, after which, if the owner has not complied, the Association may perform the work and charge the Owner for such work.

Section 15. Roadways. All roadways shall be hard surfaced with either concrete or asphalt only

Section 16. Walls and Fences. No wall or fence of any type may be constructed unless the location and type shall have been approved in writing by the Owner-Developer. No wall or fence may be placed on any lot exceeding five feet (5') in height, except around a swimming pool. No barbed wire fence may be placed on any lot.

Section 17. Solar Panels. Any solar panels placed on any residence constructed on any lot shall be mounted flush with the roof of such residence, and shall not be located along any exterior wall of such residence nor in any yard of any lot.

Section 18. Storage. No lot may be used for storage of any personal property except within a structure.

Section 19. Garbage and Refuse. Garbage and refuse must be stored in covered containers which shall be kept within a structure or a screened area except during pick-up or disposal. Garbage or refuse must not be burned or buried on any lot.

Section 20. Severability. The invalidation of anyone of these Restrictive Covenants shall not affect the validity of the remaining provisions hereof.

ARTICLE VI. EASEMENTS

Section 1. General Easements. The Owners reserve to themselves, their successors and assigns, easements over and upon the Common Area as defined in Section 3 of Article I hereof, subject to the rules and regulations for its use as determined by the Association.

Section 2. Sewer and Water Line Easements. It is the lot Owner's individual responsibility and expense to maintain, repair and replace any water or sewer line which services the residence on his/her own lot. Should the Owner fail to maintain, repair or replace such line or lines when needed, then the Association shall have the right to repair or replace such lines and charge the lot Owner for the actual cost of such repair or replacement.

Section 3. License to Enter Upon Lots for Maintenance. The Association reserves the right to enter upon any lot within the Property to provide the maintenance set forth in Article V of this Declaration.

ARTICLE VII. GENERAL PROVISIONS

Section 1. Enforcement. The Association or any Owner, shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants, reservations, liens and 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. The City of Lincoln, Nebraska shall have the right to enforce by a proceeding at law or in equity all restrictions, conditions, and covenants regarding the maintenance of the Common Area, including the trees, shrubs, and grass; the private roadways, driveways and parking areas, storm sewers, private ornamental street lights, private sanitary sewers, private sewage disposal plant, private water lines, and private water wells, and the community sewage system located in Outlot E.

The City of Lincoln shall have the right to enforce by a proceeding at law or in equity all restrictions, conditions, and covenants regarding future urbanization of the Property. In the event the Foreman Ridge Home Owners Association, Inc. dissolves, the lot Owners shall remain jointly and severally liable for the cost and maintenance of the aforementioned Common Area and private improvements.

Section 2. Severability. Invalidation of any one of these covenants or restrictions by judgment or Court order shall in no way 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 land, for a term of twenty-five (25) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless an instrument signed by a majority of the then Owners of the lots has been recorded, agreeing to change said covenants and restrictions in whole or in part, provided, however, that these covenants and restrictions shall not be permitted to terminate or lapse, nor shall the future urbanization and maintenance responsibilities and requirements be modified as to the Common Area, without the prior written consent of the City of Lincoln, Nebraska. It is expressly understood that this Declaration can be amended at any time during its existence. In the event that the Association is dissolved, the members thereof shall remain jointly and severally liable for the cost of maintenance of those items set forth in Section 4 of this Article VII. In the event that the maintenance obligations are not fulfilled, the City of Lincoln, may, at its option, perform such maintenance as it deems necessary and bill each of the members for the cost of the performance of such maintenance on an equal basis. Any instrument amending, modifying, abrogating or canceling these protective covenants pertaining to the structure, existence or financing of the Home Owners' Association must be approved by the City Attorney's Office in writing and recorded before it shall be effective.

Section 4. Permanent Maintenance of Common Area. The Association specially assumes responsibility for the permanent and continuous maintenance of the Common Areas, including the trees, shrubs and grasses; the private roadways, the pond, dam and spillways, sewer lines; private sewage disposal plant, water lines and water wells, if any, as required under the ordinance which approved the Foreman Ridge Community Unit Plan/Special Permit No. 05002 and any future final plat of the Property.

IN WITNESS WHEREOF, the undersigned being the Owner-Developer of record herein, have set its hand and seal this 25th day of April, 2005.

STATE OF NEBRASKA ) ) ss. COUNTY OF LANCASTER) The foregoing instrument was acknowledged before me on this 25th day of April, 2005, by Gary A. Pickering, President of Pickering Creative Group, Inc., a Nebraska corporation, Gary A. Pickering and Deborah K. Pickering.

GENERAL NOTARY. State of Nebraska KAREN LANDON ~ My Comm. Exp. Feb. 20, 2008 Notary Public

APPROVAL OF RESTRICTIVE COVENANTS FOR THE LIMITED PURPOSE OF CONVEYING MAINTENANCE OF THE COMMONS TO THE HOME OWNERS ASSOCIATION.