COUNTY OF OKLAHOMA SS:

That the UNDERSIGNED, MILLBROOKE DEVELOPMENT, L.L.C., is an Oklahoma Limited Liability Company (also known as Declarant), hereby certifies that it is the Owner of and the only person or persons, company or corporation having any right, title or interest in and to the lands described as follows, to-wit:

Plat of PRESTON HILLS SECTION 2, a subdivision of the SW 1/4,

Section 16, T13N, R4W, I.M., Oklahoma City, Oklahoma County, Oklahoma;

It further certifies that it has caused said tract of land to be surveyed into block, lots, streets and avenues and have caused a plat to be made of said tract, showing dimensions of lots, set-back lines, designating said tract of land as PRESTON HILLS SECTION 2 and hereby-dedicates to public use all the streets and avenues within the addition and reserves for installation and maintenance of utilities and the utility easements as shown on the recorded plat of PRESTON HILLS SECTION2; and also do hereby dedicate and reserve the entire block A, PRESTON HILLS SECTION 2, not already covered by easements, as a special utility and drainage easement. The easement formed by this dedication shall be non exclusive and shall not prevent the construction of homeowners association improvement on Block A lands that are not being used for drainage or utility purposes at the time of construction of their facilities by PRESTON HILLS HOMEOWNERS ASSOCIATION. This dedication shall allow for drainage and utility facilities to be constructed on lands not occupied by PRESTON HILLS HOMEOWNERS ASSOCIATION buildings or structures.

For the purpose of providing an orderly development of the entire tract and for the further purpose of providing adequate restrictive covenants for the mutual benefit of themselves or their successors in title to the subdivision of said tract, hereby imposes the following restrictions and reservations to which it shall be incumbent upon their successors to adhere.

1. No structures shall be erected, attached, placed or permitted to remain on any residential building plot other than one detached single-family dwelling not to exceed two (2) stories in height and a private garage for not less than two (2) and not more than four (4) automobiles and other outbuildings incidental to residential use of the plat, except lots owned or to be owned by PRESTON HILLS HOMEOWNERS ASSOCIATION may be used for community structures and community purposes. Any incidental outbuildings shall be brick veneer with the same brick as the main building, at the option of the building committee, and shall be approved as to design and locations by the building committee.

2. No building shall be erected or altered in this subdivision until the building plans, specifications, including roofing and plot plan showing the locator of such building, have been approved in writing as to conformity and harmony of external design with existing structures in the subdivision and in conformity with the building committee’s design philosophy and as to location of the building with respect to topography and finished grade elevation by a building committee, composed of, Cheryl Fincher, James A. Fincher, and Sherry Hamilton, or by a representative designated by a majority of the member of said committee. In the event of the death or resignation of any member of said committee, the remaining member or members shall have full authority to designate a successor. In the event successor in the event said committee, or its designated representative, fails to approve or disapprove within thirty (30) days after said plans and specifications have been submitted to it or in any event if no suit to enjoin the construction has been commenced prior to the completion of construction of said plans, approval will not be required and this covenant shall be deemed to have been fully complied with. Neither the member of such committee nor its designated representative shall be entitled to any compensation for services performed pursuant to this covenant.

No main residential building shall ever be erected, placed or constructed on any lot or building site in this subdivision unless at least eighty percent (80%) of the first floor exterior walls thereof be of brick, brick veneer, stone or stone veneer or other material specifically approved by the building committee, provided however, that all windows or doors located in said exterior walls shall be excluded in the determination of the area of eighty percent (80%) of said exterior walls and further provided that where a gable-type roof is constructed and a part of the exterior walls are extended above the interior room ceiling line due to the construction of such gable-type roof, then that portion of such wall or walls extending above the interior room ceiling height may be constructed of wood material and also likewise excluded from the square foot area in determining what constitutes eighty percent (80%) of the exterior walls of said residential building.

3. The declarant or the building committee composed of Cheryl Fincher, James A. Fincher, and Sherry Hamilton is hereby granted the right to grant exceptions or waive any and all restrictions imposed by this document. Said waiver must be in writing and recorded of record to be a valid waiver. Any such waiver will be at the sole discretion of the Declarant or the building committee and any waiver shall not obligate the building committee to grant similar waivers in the future.

4. No business, trade or commercial activity shall be carried on upon any residential lot, unless transacted completely within the home itself and without disturbance to neighbors. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood. No mobile home, trailer, camper, boat, motor home, truck or like equipment may be parked, stored, kept, repaired or serviced on any lot between the building line and the front property line and or on comer lots, the side building line and the street side property line for each lot as shown on the recorded plat of PRESTON HIILS SECTION 2. The intent of this covenant is to prohibit the parking or storage of any or all vehicles or equipment other than conventional passenger automobiles in operating condition, in the afore-described areas of each lot.

5. No structure of a temporary character, trailer, basement, tent, shack, garage barn or other outbuilding shall be used on ay lot at any time as a residence either temporarily or permanently. No existing structure of any type may be moved onto any lot in this addition from another location.

6. All fencing materials and fencing locations shall be approved by the building committee.

7. The ground floor living area of any single story home shall be not less than 2700 square feet without the approval of the building committee nor less than 3000 square feet total living area up and down for any home of more than one story without the approval of the building committee. No roofing material, valley or ridge shall be used on any structure located on ay lot in PRESTON HILLS SECTION 2 without the approval of the building committee.

8. Set backs from front and side building lines as shown on the plat are absolute minimum and the building committee shall require further set backs as they, in their sole discretion, determine as appropriate for the architectural and aesthetic harmony of the addition.

9. No skateboard ramps shall be allowed on any lot in PRESTON HILLS SECTION 2. No outside antennas shall extend beyond five feet of the roofline. No electric windmills shall be allowed on any lot in PRESTON HILLS SECTION 2 without approval of the building committee.

10. Some homes in PRESTON HILLS SECTION 2 may be required by the City of Oklahoma City to have sidewalks conforming to the Cit of Oklahoma City standards and consistent with the other sidewalks in the addition. The sidewalks are the responsibility of homebuilder and not the declarant and will be built before first occupancy of the home. (See final plat of PRESTON HILLS SECTION 2 for location required sidewalks, if any are required.)

11. No animals, livestock or poultry, of any kind shall be raised, bred or kept on any lot except that dogs, cats or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose.

12. No trash, ashes or other refuse may be thrown, placed or dumped on any vacant lot in PRESTON HILLS SECTION 2.

13. The construction or maintenance of billboard or advertising boards or structures on any lot in PRESTON HILLS SECTION 2 prohibited. This prohibition, however, shall not affect signs or billboards advertising the rental or sale of such property provided that they do not exceed ten (10) square feet in size unless specific written consent for a larger size is obtained from the building committee previously set out in paragraph two (2) above.

14. No leaching cesspool shall ever be constructed and/or used on any lot or block in PRESTON HILLS SECTION 2.

15. All small drainage channels, emergency overflow and other swales which are important to abutting properties but are not a part of the drainage system maintained by public authority or utility company shall be the property owner’s responsibility; and it shall be the responsibility of the owner to a) keep the easements, channels and swells free of any structure, planting or other material which may change the direction of flow or obstruct or retard the flow of surface water in the channels or swales whether they be in easements or contained on the individual property owner’s lot and; b) provide continuous maintenance of the improvements in the easements or of the channels or swales and keep the existing drainage patterns in tact; except for the improvements for which a public authority, utility company or property owner’s maintenance or Homeowners Association is responsible and; c) prevent any changes in existing drainage which would adversely affect adjacent property owners in PRESTON HILLS SECTION 2 and future Sections o PRESTON HILL. (This restriction shall be in effect after Builder completes the final grade on the new home.)

16. EASEMENT RESERVED. The Declarant reserves the right to locate, construct, erect and maintain or cause to be located, constructed, erected and maintained in and on the areas indicated on the plat easements, sewer or other pipe lines, conduits, poles and wires and any other method of conducting or performing any public or quasi-public utility or function above or beneath the surface of the ground with the right of access at any time to the same for the purpose of repair and maintenance; that where easements are provided along the rear of the lot or lots, then in that event all sewer and other pipe lines, conduits, poles and wires may be installed under the streets throughout the addition the addition where necessary to carry same across the street.

17. These covenants are to run with the land and shall be binding on all parties and all persons claiming under them until January 1, 2020, at which time said covenants 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 in whole or in part.

18. If the parties hereto or any of them or their heirs, successors or assigns shall violate or attempt any of the covenants herein it shall be lawful for any other person or persons owning property in PRESTON HILLS SECTION 2 to prosecute any proceedings at law or in equity against the person or persons violating or attempting to violate any such covenant and either to prevent him or them from so doing or to recover damages or other dues for such violation.

19. Invalidation of any one of the covenants by judgment or court order shall in no wise affect any of the other provisions, which shall remain in full force and effect.

20. In order to provide for the preservation of the values and amenities of PRESTON HILL SECTION 2 and for the maintenance, upkeep, improvements, assessments and administration of same and in order to create an entity and agency for such purpose and for the making, collection and enforcement of assessments and changes, MILLBROOKE DEVELOPMENT, L.L.C., An Oklahoma Limited Liability Company, hereby states as follows:

a). There will be incorporated under the laws of the State of Oklahoma a not-for-profit corporation to be known as PRESTON HILLS HOMEOWNERS ASSOCIATON for performing and exercising the purposes, functions and objectives hereof.

b). Every person or persons who become owners of a fee interest in and to a lot within the property described in Exhibit A attached shall automatically become a member of the Association, at such time as a is constructed and first occupied as a residence and then henceforth permanently except that said membership requirement will only be operative if MILLBROOKE DEVELOPMENT, L.L.C., requires it in a restrictive covenant filed of record covering a property in question for property not included in PRESTON HILLS SECTION 2. Said restrictive covenant to be entirely at option of MILLBROOKE DEVELOPMENT, L.L.C. Such member shall be appurtenant to and may not be separated from the ownership of such lot. All owners of any fee interest in and to the lots and property herein referred to in Exhibit A shall be subject to the Certificate of Incorporation, the duly enacted By-Laws of the Corporation and to the rules and regulations duly enacted by the Board of Directors of said Corporation (Corporation refers to PRESTON HILLS HOMEOWNERS ASSOCIATION) at such time as they become member of the Association after first occupancy of a completed residency as herein stated. Copies of the Certificate of Incorporation of said Homeowners Association shall hereafter be filed with the Secretary of State of the State of Oklahoma, reference being made thereto as if fully set forth herein. The attached Exhibit A defines an area larger than PRESTON HILLS SECTION 2 and the extended area defined therein shall encompass future additions to PRESTON HILLS, which shall have lots and homes which will eventually be members of PESTON HILLS HOMEOWNERS ASSOCIATION at such time as the homes are built and first occupied. MILLBROOKE DEVELOPMENT L.L.C., the developer of PRESTSONHILLS SECTION 2 may also at their option acquire and develop additional lands in the vicinity of PRESTON HILL SECTION 2 and plat and develop them and cause them to be eligible for membership in PRESTON HILLS HOMEOWNERS ASSOCIATION on the same terms and costs as the lands herein referred to in Exhibit "A". Membership eligibility for PRESTON HILLS HOMEOWNERS ASSOCIATION shall be an exclusive and continuous option right of MILLROOKE DEVELOPMENT, L.L.C.

c). As mentioned and referenced herein, subject to the limitations herein contained the Homeowners Association so organized may provide for assessments against the property pursuant to it rules and regulations and By-Law and for the enforcement of same. The lien provided for said assessments shall be subordinate to the lien of any real estate mortgage or mortgages. Sale or transfer shall not affect the assessment lien. The properties dedicated to the public and common areas shall be exempt from said assessments.

d). The PRESTON HILLS HOMEOWNERS ASSOCIATION is responsible for the upkeep and maintenance of drainage apparatus location in common areas of PRESTON HILLS SECTION 2 and any other areas owned by the Association and is required to meet any and all requirement of the City of Oklahoma City or any other governmental authority whose jurisdiction the Homeowners Association shall be subject to. The common areas on the owned by the PRESTON HILLS HOMEOWNERS ASSOCIATION contain a detention pond area and associated drainage control devices as required by the City of Oklahoma City. This pond area is not to e altered in nay way by the PRESTON HILLS HOMEOWNERS ASSOCIATION without the approval of MILLBROOKE DEVELOPMENT, L.L.C. MILLBROOKE DEVELOPMENT, L.L.C., shall have the right to enter upon common areas of the association for the purpose of constructing, altering or repairing drainage apparatus, utilities or roadway and it will be incumbent on the association to grant any easements as may be required by the City or Oklahoma city or various utility companies for their utilities. MILLBROOKE DEVELOPMENT, L.L.C., reserves the right to alter the detention pond area and the right to build additional detention ponds if and when they, at their sole discretion, decide. The PRESTON HILL HOMEOWNERS ASSOCIATION shall care for the street right-of-way on Rockwell and the entrance to Preston Hills subject to any rights or responsibilities of other parties. The amount and extent of care for the street right-of-way on Rockwell and the Preston Hills entrance shall be determined by the PRESTON HILLS HOMEOWNERS ASSOCIATION. The Declarant is under no obligation to convey any land to the Association or to improve any land of the Association in any way whatsoever. In the responsibility of the Association to provide for the upkeep of the property and improvement and assessments will be accordingly required. Such items as a pool and recreation areas are not under consideration by declarant. Declarant in no way agrees that any improvement will be built.

e). When first occupancy of a home creates membership in PRESTON HILLS HOMEOWNER ASOCIATION according to the guidelines herein, the only costs to the owner will be normal dues which will be pro-rated for the year based on the date of first occupancy.

21. Every person or persons who become owners of a fee interest in and to a lot within PRESTON HILLS SECTION 2 shall automatically become a member of PRESTON HILLS HOMEOWNERS ASSOCIATION at such time as a home is constructed and first occupied as a residence and then henceforth permanently. Such membership shall be appurtenant and may not be separated from the ownership of such lot.

(See paragraph #20 for more details.)

22. It is anticipated that some homeowners in PRESTON HILLS SECTION 1 may want to join the PRESTON HILLS HOMEOWNERS ASSOCIATION. In such event, the PRESTON HILLS HOMEOWNERS ASSOCIATION may, at their discretion, accept PRESTON HILLS SECTION 1 homeowners as members of the Association on such terms and conditions as the PRESTON HILLS HOMEOWNERS ASSOCIATION decides and subject to this restrictive covenant and subject to the Bylaws and Articles of Incorporation of PRESTON HILLS HOMEOWNERS ASSOCIATION.

The directors are:

President: Paul Carroll
12700 Sutton Hill
722-1054
Pcarroll@Snu.Edu

Vice President: Monty Bates
12725 Country Hollow
621-0358
Montybates@Home.Com

Secretary/Treasurer: Gwen Cox
6601 N.W. 127th
720-1433
Ncox@Prodigy.Net

Mark Steele
12708 Sutton Hill
720-0847
Msteele69@Home.Com

Randy Thompson
12724 Knight Hill Road
721-4559
stfarmag@flash.net

Keith Brawe
12732 Knight Hill Road
722-6670
Brawenco@Icon.Net

Bob Tiedemann
12817 Country Hollow
773-0300
Rjtman@Webtv.Net

Betty Brown
12809 Sutton Hill Road
720-6421
Bbrown423@Home.Com

Martin Huchteman
12733 Park Hill Road
728-5751
M.Huchteman@Gateway.Net