(note: this document is provided as reference only. Please consult the recorded version and associated amendments for complete covenant information)

DECLARATION OF RESTRICTIONS

FOR

EAGLE'S AIRE

This Declaration is made this ____ day of ________________, 1992, by Simon Group, Ltd., a Wisconsin corporation (hereinafter called "Developer").

RECITATIONS

WHEREAS, Developer owns all those lands located in the Town of Eagle, Waukesha County, Wisconsin, described on Exhibit A attached hereto and identified as Lot Numbers 1 through 95.

WHEREAS, this land is a platted subdivision consisting of 95 lots platted by Developer.

WHEREAS, Developer desires to subject the platted Lots within the Subdivision, as well as other portions of the Subdivision (except dedicated streets and utilities), to the conditions, restrictions, covenants, reservations and easements hereinafter set forth, for the benefit of the Subdivision as a whole and for the benefit of each Lot Owner.

DECLARATION

NOW, THEREFORE, Developer hereby declares that the real estate described on the attached Exhibit A and all portions thereof (except for dedicated streets and utilities) shall be used, held, transferred, sold and conveyed subject to the conditions, restrictions, covenants, reservations and easements hereinafter set forth, which shall inure to the benefit of and shall pass with each Lot as covenants running with the land and shall apply to and bind all successors in interest, users and owners.

DEFINITIONS, PURPOSE AND USE RESTRICTIONS

1.01 DEFINITIONS

A. "Architectural Control Board", the "Board", or "ACB", shall mean the officers of the Association appointed or elected in accordance with Section 3.07 of this Declaration who shall serve as members of the Architectural Control Board and shall operate and manage the Association as a Board of Directors.

B. "Association" shall mean the Eagle's Aire Homeowners Association, Inc., an incorporated, non-stock, non-profit association, created pursuant to this Declaration and pursuant to the laws of the State of Wisconsin.

C. "Common Area" or "Common Areas" shall mean any outlot or other area within the subdivision which is not a Lot or a dedicated street or other dedicated area for which the town has assumed responsibility for maintenance and each lot owner shall have a one ninety-fifth (1/95th) undivided interest in the common areas and all deeds and other conveyances of any lot in Eagle's Aire shall be deemed to include the one ninety-fifth (1/95th) undivided interest in the common areas, whether or not so specifically stated in any such deed or other conveyance. Waukesha County shall not be liable for any fees or assessments due to any delinquency.

D. "Developer" shall mean Simon Group, Ltd., as well as any Successor-Developer.

E. "Family" shall mean one or more persons related by blood, marriage or adoption who are living, sleeping, cooking and eating on the premises as a single housekeeping unit and shall exclude any person or group of persons where three or more are not so related or engaged as household employees.

F. "Home" shall mean a residential building designed and used as a dwelling for one Family (which shall not include any attached garage).

G. "Lot" shall mean a platted lot within the Subdivision identifiable by reference to a lot number, regardless of whether such property is currently platted or platted at some future time. The term "Lot" does not include any outlot or other Common Area.

H. "Lot Owner", "Lot Owners" or "Co-Owners" shall mean the holder(s) of a legal or equitable ownership interest in fee simple to a Lot, regardless of the type of tenancy or estate and shall include land contract vendees and vendors, but shall not include the holder of any leasehold interest or any mortgage or other lien prior to acquisition of legal or equitable title.

I. "Property" shall include a Lot and all improvements.

J. "Recreational Vehicle" shall mean any vehicle used primarily for pleasure and shall include, but not be limited to, boats, snowmobiles, trail bikes, travel trailers and vans, motor homes, dune buggies and other off-road motorized vehicles of any kind.

K. "Section" shall mean all those provisions within a numbered heading of this Declaration.

L. "Structure" and "improvement" shall be synonymous and shall both mean and include any and all of the following, regardless of whether temporary or permanent in character or intended use: building, outbuilding, shed, booth, garage, carport or above-ground storage facility; tent; exterior lighting or electric fixture, antennae, tower, pole, or bug control device; fence, retaining or other wall, fountain or above-ground or in-ground swimming or wading pool; Plantings; driveway, sidewalk or walkway; Pet kennels or run line; screened or other type of porch, patio or gazebo; tree house or other exterior play equipment; berms and swales, and any other type of equipment or facility for any decorative, recreational or functional purpose of any kind (including, without limitation, additions or alterations or deletions from any of the foregoing) not located and installed entirely below ground level, unless located entirely within the exterior perimeter walls of the single family building constructed on the Lot. Use of the phrase "structure or improvement" or any other use of such words shall not imply different meanings for such terms.

M. "Subdivision" shall mean the lands described on the attached Exhibit A, excluding lands now or hereafter dedicated to the Town.

N. "Successor-Developer" shall mean any person, firm or entity which expressly assumes, in writing, all the remaining obligations of Developer to the Town under any existing Development Agreements relating to development of the Subdivision or portions thereof.

0. "Town" shall mean the Town of Eagle, a municipal corporation.

1.02 GENERAL PURPOSE

The purpose of this Declaration is to ensure the best use and most appropriate development and improvement of each Lot thereof; to protect Owners of Lots against such use of surrounding Lots as will detract from the residential value of their property; to preserve, as far as practicable, the natural beauty of said property; to guard against the erection thereon of poorly designed or poorly proportioned structures; to obtain harmonious use of material and color scheme; to insure the highest and best residential development of said property; to encourage and secure the erection of attractive homes thereon with appropriate locations thereof on Lots to prevent haphazard and inharmonious improvement of building sites; to secure and maintain proper setbacks from street and adequate free spaces between structures and in general to provide adequately for a high type and quality of improvement on said property, and thereby to preserve and enhance the values of investments made by purchasers of building sites therein.

1.03 SINGLE FAMILY USE: GENERAL RESTRICTIONS

A. Each Lot shall be used solely for residential purposes by one Family, except that business activities may be conducted in or from any Home if confined solely to the transaction of business by telephone. The term "residential purposes" shall include only those activities necessary for or normally associatedwith the use and enjoyment of a homesite as a place of residence and limited recreation.

B. Only one Home may be constructed on each Lot and no garage, tent or other improvement (except for the Home) shall be used for temporary or permanent living or sleeping for the family or guests.

C. Each Lot shall be maintained by the Lot Owner so as to be neat in appearance when viewed from any street or other Lot and, if not properly maintained, the Association may perform yard maintenance and charge the costs thereof to the Lot Owner and levy a Special Assessment against the Lot. Developer shall not be obligated to improve any areas of the Subdivision with grass or plantings or to cut grass or foliage growing in a natural environment.

D. No Lot shall be used in whole or in part for conducting any unlawful activity or for any unlawful purpose.

E. No soil shall be removed from any Lot in the Subdivision without the prior consent of the Board. Any excess soil resulting from excavations shall be transported, at the buyer's expense, to an appropriate dumping site.

F. In order to facilitate the development of the subdivision, lots may be used by the developer and/or the Association to construct model homes. Once all 95 lots have been sold, the use of model homes will be prohibited.

1.04 USE AND MAINTENANCE OF COMMON AREAS

A. All Common Areas shall be used as open space for the common benefit of the Subdivision and not for recreational or other activities by any Lot Owner unless previously approved by the Board (which approval, if given, may be revoked at any time). Activity restrictions include, but are not limited to motorbiking, horseback riding snowmobiling, 4-wheel activities, or other motoring activities.

B. Any signs, monuments or structures constructed by Developer or the Association on any Common Areas shall be properly maintained by the Association. The Association shall also maintain all other Common Areas so as to be neat and attractive in appearance. The median islands located at Eagles Aire Road and Eagle Terrace shall also be properly maintained by the Assocation.

1.05 RESTRICTIONS ON USE OF RECREATIONAL VEHICLES

Recreational Vehicles shall not be parked, kept or stored on any Common Area or undeveloped area of the Subdivision nor shall any such Recreational Vehicle be parked, kept or stored on any Lot outside an enclosed garage, without the prior approval of the Board (which may be withheld for any reason including, but not limited to, aesthetics). Further, Recreational Vehicles shall not be used or operated on any Lot, Common Area, or otherwise within the Subdivision except on dedicated streets in accordance with applicable traffic laws.

1.06 ANIMAL AND PETS

No animals, horses, livestock or poultry of any kind shall be raised, bred or kept on any Lot, except dogs and cats, limited to a combined total of four (4), and other such household pets provided that they are not kept, bred or maintained for a commercial purpose. The Board reserves the right to modify the restrictions as to the number of animals that may be maintained on a parcel of land that exceeds three (3) acres in area, but in no event shall there be a relaxation of restrictions for the keeping, breeding or maintenance of animals for commercial purposes.

1.07 GARBAGE, REFUSE AND NOISE

No Lot shall be used in whole or in part for the storage of rubbish of any character whatsoever or for the storage of any property or thing that will cause such Lot to appear in an unclean or untidy condition, not limited to (except during construction) trucks, commercial vehicles (as defined by the Department of Transportation) motorcycles, boats, snowmobiles, ATV's and mobile homes or trailers or that will be obnoxious to the eye; nor shall any substance, thing or material be kept upon any Lot that will emit foul or obnoxious odor; or that will cause any noise that will or might disturb the peace, quiet, comfort or serenity of the occupants of surrounding property.

CONSTRUCTION OF IMPROVEMENTS

2.01 MINIMUM LIVING AREA & OTHER REQUIREMENTS

A. All Homes shall have a minimum living area (exclusive of basement, exposed basement, attic, garage, porches, patios, decks, and storage areas) of not less than 2,400 square feet.

B. The Board shall have the exclusive right to determine whether such requirements will be satisfied and any decision of the Board shall be final and conclusive.

C. Each Home shall have an attached, enclosed garage for at least two automobiles. The attached garage for Homes having a living area of 3,999 square feet or less shall not exceed three and one-half (3 1/2) standard car spaces. The maximum size of the enclosed garage for Homes having 4,000 square feet or more shall not exceed one standard car space for each 1,000 square feet of living area in the Home.

D. The garage shall be constructed at the time of construction of the Home and all exterior portions of such garage shall be completed prior to occupancy of the Home. The garage door may not face the same street that the front door faces.

E. The exterior of all fireplaces shall be of masonry, stucco or stone construction. The exterior of all structures shall be constructed of wood, brick, stone, stucco or a combination thereof. In no event shall the exterior of any structure consist of metal or vinyl siding. All roofs shall consist of natural shakes, tile, natural slate or approved man-made slate. Asphalt roofs may be substituted upon Board approval. Notwithstanding anything to the contrary contained in this paragraph, comparable or superior construction materials may be substituted if said substituted materials are approved in writing by the Board.

F. Masonry walls on the exterior of the Home cannot end at a corner but instead, must abut another wall.

G. If shutters are used for windows on the front of the Home, they shall also be used on appropriate windows on the sides and rear of the Home. Similarly, window casings and trim features on the front of the home shall be used on the sides and rear of the Home.

H. When divided lite windows are used in the front of the Home, they shall also be used on appropriate windows on the sides and rear of the Home.

I. Any exposed basement or foundation walls shall be covered with masonry veneer or plaster.

J. No modular style homes shall be allowed in Eagle's Aire.

K. Outdoor lighting will be incandescent or of low pressure sodium, and fixtures shall be shielded or directed downward so as to eliminate skyward, and minimize horizontal, illumination.

L. Swimming pools and ponds are only allowable within the Buildable Area of Lot and must be approved by the Board. Only in-ground type pools will be allowed. In general, they should be designed as part of the Residence through walls or courtyards, and screened or separated from direct view of the street, other Lots and neighboring properties. If physically detached from the Residence, the pool or pond should be visually blended into the Landscape and not within direct view of the street, other Lots, or neighboring properties. All pool-related pump and filter equipment must be concealed in a sound-treated enclosure to minimize noise nuisance. All pools or ponds must be constructed and kept operable in accordance with County of Waukesha and State of Wisconsin Department of Health rules and regulations. Upon abandonment, or should the pool or pond become a nuisance, the Owner will demolish same and, insofar as is practicable, restore the land to a condition approximating that which existed prior to the construction of the pool or pond, and will thereafter properly landscape and maintain said restored land. The method of demolishing the pool or ponds shall be subject to approval by the Board.

M. Prior to the installation of air conditioning, ventilation or other mechanical systems that may generate noise, the Owner shall obtain the written approval of the Board as to the location and type of the system and shall be screened from view. No window or roof top units will be allowed.

N. Outbuilding restrictions to limit outbuilding for pool maintenance and other Board approved uses. Design shall be compatible with the primary residence and shall also be Board approved. Generic metal sheds will not be allowed. The construction materials outlined in this Paragraph apply to replacement materials, as well as original construction materials.

2.02 LOCATION, IMPROVEMENTS

A. Location SETBACK, UNIMPROVED AREA AND LOT The Home or garage (including eaves, steps, overhangs and attached porches, patios and other appurtenances) located on any Lot shall be in accordance with the municipal codes and ordinances, the Declaration of Restrictions and must be approved by the Board.

B. Setbacks . Approval by the Planning Commission or building inspector of the Town with respect to setbacks or other matters shall be binding on the Board.

C. Lot Improvements

2.03 APPROVAL OF ARCHITECTURAL CONTROL BOARD REQUIRED FOR ALL IMPROVEMENTS .

A. No Home, garage or other structure or improvement of any kind shall be installed, erected, constructed or placed on any Lot (or altered or changed with respect to layout, location or exterior design, appearance, color or material composition) without: (1) prior submission of detailed plans to the Board appropriate for its review and approval; and (2) acquisition of prior written approval by the Board. Plans, to be considered appropriate for review by the Board, must include the following (unless the Board advised a Lot Owner in writing to the contrary): construction drawings, plans and specifications (prepared by a qualified home designer or architect if the improvement involves construction of a Home, garage or addition or change to either) showing dimensions, composition and color of exterior materials and equipment, if any, and a plot plan showing the location of the improvement with respect to setbacks from lot lines and other buildings and improvements, finish grade elevations, topography and other data pertinent to such review by the Board as it may reasonably request. The Board shall consider the following improvement if, in its sole judgment, any one or more of the general purposes in Section 1.02 will not be satisfied; material composition and quality; exterior design, appearance and color; coordination with other existing or contemplated improvements; location with respect to topography and existing surroundings, setbacks, finished grade elevations, drainage and plantings and general aesthetics. ANY LOT OWNER WHO CAUSES OR ALLOWS ANY IMPROVEMENTS TO BE CONSTRUCTED, INSTALLED, PLACED OR ALTERED ON THE LOT WITHOUT PRIOR WRITTEN APPROVAL OF THE BOARD WILL BE REQUIRED TO REMOVE SUCH IMPROVEMENT IN ITS ENTIRETY AT THE LOT OWNER'S EXPENSE. Without intending to limit the generality of the foregoing, it is intended that the exterior color of any portion of a Home, garage or other improvement may not be changed in any significant respect without the prior written approval of the Board.

B. Upon approval by the Board of the plans for the proposed improvement and upon receipt of any necessary Town and other governmental approvals or permits, construction or installation of the improvement may commence and, once commenced, shall be completed as to all exterior items within twelve months following either acquisition of Board approval or issuance of any required building permit by the Town, whichever is later. The Board may, in its discretion, extend such completion deadline up to an additional six months in the event it finds the delay has been caused primarily by factors beyond the control of the Lot Owner and his/her contractors.

C. In the event the Board fails to act upon proposed plans within 30 days following written acknowledgement by the Board that it has received such plans and that they are adequate for purposes of its review or in the event no suit to enjoin the erection, installation or change of the improvement or to require removal thereof has been commenced within one year following final completion thereof, no right shall exist to thereafter enforce these restrictions insofar as approval by the Board is required as to such particular matter.

D. In order for any approval or permission of the Board under this Section to be binding or effective, it must be in writing signed by the President or Secretary of the Association. No oral statements, representations or approvals of the Board or any of its members or agents shall be binding on the Board under any circumstances, regardless of any reliance thereupon by any Lot Owner.

E. Within 90 days following construction or installation of any improvement, the Lot Owner shall furnish an "as built" certified survey showing the location of the improvement, if 10 required by the Board.

2.04 LANDSCAPING AND DRAINAGE .

A. Within 6 months following issuance of an occupancy permit for a Home, a complete landscaping plan to include a minimum of four (two inch) trees, including seeding and sodding, for the entire Lot shall be submitted to the Board for its approval under Section 2.03 above. All landscaping shall be completed (in accordance with the plan approved by the Board) within 12 months following the issuance of the occupancy permit for the Home.

B. To avoid a substantial increase in surface water drainage onto adjoining Lots, the landscaping plan shall provide for adequate drainage of storm and surface water away from adjoining Lots if natural drainage on the Lot is to be or has been altered by grading or landscaping by the Lot Owner.

C. No lot line, fence, wall, hedge or screen planting shall be installed unless in accordance with landscaping or other plans approved in advance by the Board under Section 2.03. In no event will the Board approve a fence or wall within the setback or unimproved areas.

D. The Lot Owner shall maintain the right of way pursuant to the drainage plan and in accordance with the directives of the Architectural Control Board.

2.05 DRIVEWAY .

Each Lot shall be improved by the Lot Owner with an approved hard surface driveway extending from the street to the garage within 12 months following issuance of an occupancy permit for the Home. Hard surfaces include, but are not limited to, asphalt, cement, and brick pavers. A plot plan showing the location of the drive shall be submitted to the Board for its prior approval under Section 2.03 above.

Any open culvert shall be finished with natural stone, masonry or asphalt. The location, positioning and finishing of all culverts shall be approved by the Architectural Control Board and by the Town of Eagle.

2.06 CONSTRUCTION .

A. No building or construction materials shall be stored on any Lot outside of the Home or garage, other than during periods of actual construction or remodeling and then only for so long as may be necessary. Excess excavated material shall not be stored on any Lot during or after construction without the prior approval of the Board, unless required for back filling, finish grading or landscaping.

During any earth moving activities, erosion control practices shall be maintained. Each Lot Owner shall comply with the soil and erosion control plan ordinances of the Town of Eagle and the County of Waukesha.

B. Each Lot Owner shall include the following provisions in all construction contracts:

2.07 WATER WELLS .

The Board will have final approval of well site and depth and to insure compatibility with existing water wells.

2.08 INCINERATOR .

No incinerator or incineration system for burning garbage or debris shall be used or permitted.

2.09 WIRES AND ANTENNA .

A. All utility lines and wiring for gas, electric, telephone and cable television service to a Home, garage or other improvement shall be installed underground, unless otherwise permitted by the Board prior to installation.

B. No rooftop, tower-mounted or other external antenna for television or radio reception, satellite dish or for other electronic transmission or reception shall be erected, installed or used. Any Lot Owner who causes or allows any such rooftop or other external antennas or satellite dishes to be constructed, installed or placed on a Lot shall be required to remove such improvement or the Board may remove such equipment in its entirety at the Lot Owner's expense.

2.10 SIGNS .

No signs or banner of any kind shall be placed or displayed to public view on any Lot except one (1) sign of not more than 4 square feet advertising the property for sale. No signs can be placed at the entry way of the Subdivision advertising a Lot for sale.

2.11 LIGHT FIXTURES AND MAILBOX .

Each Lot Owner shall be required to purchase a light fixture and a mailbox from the Developer. The cost of the light fixture and mailbox shall be $1,000.00 which shall be paid by the Lot Owner to the Developer at closing. The Lot Owner shall be responsible to install the light fixture and mailbox at locations selected and approved by the Board to insure harmony and appearance in the Subdivision. Installation shall be within three months of completion of house. The Association shall be responsible to maintain said mailboxes. Lot owners shall be responsible to maintain light fixtures.

2.12 SOLAR COLLECTORS .

No exterior active solar collectors or similar devices shall be erected, installed or used without the written permission of the Board.

2.13 REFUSE AND GARBAGE RECEPTACLES .

All refuse and garbage receptacles shall be stored in the home, garage or other structure on the premises except for the period 12 hours before and 12 hours after the scheduled garbage pickup.

2.14 HEIGHT OF GRADE .

No Owner of any Lot, nor any person or persons claiming under him, shall or will at any time alter the grade of any Lot from that which is naturally occurring on the Lot at the time the site developments have been completed by the Developer, unless and until he shall first obtain the written approval of the Architectural Control Board for such grade alterations. In order to obtain the Board's approval, the Lot Owner must, at his own expense, have Prepared a grading plan and an erosion control plan which show, in detail, the area to be regraded, the existing and proposed topography and an analysis of the effects on the site drainage. The plan shall not adversely affect the adjacent property owners with regard to drainage or views; the determination of which shall be done by the Architectural Control Board. These restrictions are also subject to any restrictions imposed by the town or county.

2.15 SANITATION .

There must be an approved septic system, or mound system when a septic system cannot be supported, which will be approved by the Board.

2.16 EASEMENTS AND DEDICATIONS.

In order to more fully protect and preserve the environmental quality in this subdivision, and in addition to the restrictions set forth herein, the easements, outlots and dedications as set forth on the plat shall be granted, subject to approval of the Final Design and Construction Plans by the Town.

THE ASSOCIATION

3.01 CREATION OF ASSOCIATION .

A. The Developer shall totally control all phases of development and operation of the Subdivision, including the Architectural Board until 3 months after its sells or transfers title to the 90th Lot in the Subdivision. Three months after Developer sells or transfers title to the 90th Lot, all members of the Association will be able to vote pursuant to Section 3.01 of this Declaration.

B. The Association shall exist during the term(s) of this Declaration and shall automatically terminate upon termination of this Declaration. These terms are to be in accordance with Section 4.05.

C. The Association shall exist for the purpose of electing the Architectural Control Board and maintaining the common areas and other designated lands above referred to and assessing the pro rata share of such maintenance to the individual Lots and collect the assessments thereof; such charges shall operate as a lien against the real estate of each Lot Owner until paid.

3.02 MEMBERSHIP .

A. Each Lot Owner shall automatically be a member of the Association and shall be entitled to one membership and one vote for each Lot owned, subject to the restriction in Section 3.01(A) of this Declaration, with ownership of a Lot being the sole qualification for membership. The membership in the Association appurtenant to a Lot shall be owned jointly and severally by all Co-Owners of the Lot, regardless of the form of tenancy, estate or interest in the Lot.

B. Association membership and voting rights shall be appurtenant to each Lot and shall not be assigned, conveyed or transferred in any way except upon transfer of an ownership interest in the Lot and then only to the transferee, nor shall membership or voting rights be retained except upon retention of an ownership interest in the Lot. Any attempt to make a prohibited transfer or retention of such rights shall be null and void.

3.03 VOTING .

A. When each Lot Owner is eligible to vote, as defined in Section 3.01(A) of this Declaration, the vote appurtenant to each Lot shall be cast as a whole (in person or by proxy) by the Lot Owner or any Co-Owner. Fractional votes will not be allowed; and if Co-Owners of a Lot do not agree on how the vote shall be cast or if a fractional vote is attempted, the right to vote on the matter in question shall be forfeited by such Owners. The Association may treat any Co-Owner of a Lot or the proxy of any such Co-Owner as duly authorized to vote for all Co-Owners of that Lot.

B. Quorum: A quorum for voting purposes shall consist of fifty percent (50%) or more of the votes entitled to be cast.

C. There shall be no cumulative voting for election of officers or on any other matters. All decisions and actions of the Association, except as otherwise specifically provided for in this Declaration, shall be by a majority of the votes present and entitled to be cast.

D. A Lot Owner shall not be entitled to vote on matters if any General or Special Assessment against the Lot is then delinquent.

E. Proxies shall be valid for the particular meeting or time period designated in the proxy, unless sooner revoked, and must be filed with the Secretary at or before the appointed time of the meeting.

3.04 MEMBERSHIP LIST: NOTICES .

A. The Association shall maintain a current Membership List. Each Lot Owner shall furnish the information necessary for the Association to maintain such Membership List.

B. All notices required to be given to a Lot Owner shall be deemed to have been duly given: at the time of personal delivery to the Lot Owner or the Home of the Lot Owner; or 48 hours after mailing within the State of Wisconsin by regular or certified mail to the Lot Owner's mailing address shown in the Membership List. Notice to one Co-Owner of a Lot shall be deemed effective notice to all other Co-Owners of such Lot.

3.05 ASSOCIATION MEETINGS .

A. Written notice of all meetings of the Association stating the time, place and purpose for which the meeting is called shall be given by the President or Secretary to each Lot Owner not less than 5, nor more than 30 days prior to the date of such meeting; provided, however, that notice of any meeting may be waived in writing before or after the meeting.

B. The annual meeting of the Association shall be held in June of each year for the purpose of electing officers and transacting any other business authorized to be transacted by the Association. The Board shall select the specific date, time and place of the annual meeting for a given year and shall furnish written notice to each Lot Owner in accordance with Section 3.05(a).

C. Special meetings of the Association shall be held whenever called by the President or two officers; however, such meetings must be called upon receipt by the President of a written request signed by Owners with one-fourth or more of all votes entitled to be cast.

D. A quorum for meetings necessary to conduct Association business shall consist of Lot Owners, present in person or by proxy, representing a majority of all votes entitled to be cast.

E. The act of a majority of the votes at any meeting at which a quorum is present shall be the act of the Association, unless a greater percentage is required under this Declaration.

F. If a quorum is not present at a meeting, no business of the Association shall be transacted; however, the majority of votes present (in person or by proxy) may adjourn the meeting from time to time without further notice if such adjourned meeting at which a quorum is present is held within 15 days of the meeting originally noticed. If a quorum is present at such an adjourned meeting, any business may be transacted which might have been transacted at the meeting originally noticed.

3.06 POWERS OF THE ASSOCIATION .

A. Without limitation, the Association shall have the following powers in addition to any others which may be necessary or incidental to performance of any duties or powers of the Association specified in this Declaration:

B. The Board of Directors of the Association shall provide public liability insurance covering the Common Area in such amounts as may be determined by the Board of Directors from time to time. Such insurance shall be obtained in the name of the Association. Premiums shall be a common expense and provided for in the budget and annual assessment. To the extent possible, the insurance shall provide that the insurer waives its rights of subrogation as to any claim against Lot Owners, the Association, and their respective servants, agents and guests, without thirty (30) days' prior written notice to the Association giving it opportunity to cure the defect within that time and shall provide for cross liability coverage. The amount of protection shall be reviewed by the Board of Directors at least annually and the amount of coverage may be increased or decreased or abandoned at any time it is deemed necessary by the Board of Directors.

The Board of Directors may also provide worker's compensation insurance and fidelity bonds on such officers and employees as is determined to be necessary from time to time.

C. The President, together with one other officer of the Association, is empowered to negotiate, execute and enter into contracts, agreements and other undertakings or documents of any kind on behalf of the Association necessary or incidental to exercise any powers or obligations of the Association or of the Board under this Declaration.

D. In the event the Association defaults or fails to pay any outstanding tax, assessment, or other obligation arising from the common areas, said obligations shall become the responsibility of the individual lot owners and each lot owner will be assessed, and does agree to pay, 1/95th of the total outstanding obligation.

3.07 ARCHITECTURAL CONTROL BOARD .

A. All Officers of the Association then in office shall be members of the Architectural Control Board and no other person may be a member of the Board. Each member of the Board shall serve and hold office until a successor is elected or appointed to such office.

B. The Board shall initially consist of the person(s) appointed by Developer as President, Secretary, and Treasurer of the Association to hold office until successors are elected by the Association. Board members and officers elected by the Association must be Lot Owners or Co-Owners of a Lot in order to be eligible to serve as an officer and member of the Board.

C. Any officer and member of the Board (other than an officer appointed by Developer) may be removed from office with or without cause at any regular or special meeting of the Association by a majority vote of all Lot Owners. A successor shall be elected at a meeting thereafter called for the purpose.

D. Vacancies in any officer position on the Board (caused other than by removal under Section 3.07(c) above) shall be filled by a majority vote of the officers then in office. Each officer so elected shall serve until the next annual meeting of the Association.

E. An annual meeting of the Board shall be held immediately after the annual meeting of the Association. No notice of the annual meeting of the Board shall be required.

F. Regular meetings of the Board shall be held at such times and places as the Board determines by resolution to be appropriate and no notice of regular meetings shall thereafter be required.

G. Special meetings of the Board may be called by any officer on three (3) days prior notice to each officer, given orally or in writing.

H. Before, at, or after any meeting of the Board, any officer may (in writing) waive notice of such meeting and such waiver shall be deemed equivalent to the given of notice.

I. For all meetings of the Board, a quorum necessary to transact business shall consist of a majority of the officers and the act of such majority shall be the act of the Board. If there is less than a quorum present at any meeting of the Board, no business shall be transacted; however, the majority of those present may adjourn the meeting from time to time without further notice if such adjourned meeting at which a quorum is present is held within 15 days of the meeting, any business may be transacted which might have been transacted at the meeting as originally noticed.

J. Any action of the Board authorized under this Declaration may be taken upon the unanimous consent of all officers without a meeting.

3.08 OFFICERS .

A. The Officers of the Association shall be:

3.09 MANAGEMENT OF ASSOCIATION BY THE BOARD .

A. The Association and its business, activities and affairs shall be managed by the Board (which shall consist of all the officers of the Association. The Board shall exercise and perform, in addition to the powers, duties and obligations specified in this Declaration, all powers, duties and obligations of the Association.)

B. The Board may appoint committees consisting of one or more Lot Owners to make recommendations to the Board of the Association on any matter.

C. No person shall receive any payment for services rendered as an officer of the Association or as a member of any committee unless specifically authorized by prior resolution of the Association. The Board may reimburse out-of-pocket expenses incurred by an officer or committee member in the performance of his/her duties.

D. No member of any board or committee or officer of the Association shall be liable to any Lot Owner or to any other party for any loss or damage suffered or claimed on account of any act, omission, error or negligence of such board or committee member or officer, provided such person acted in good faith, without willful or intentional misconduct.

E. All decisions of the Board on any matter (including, without limitation, decisions under Section 2.03) shall be enforceable against any Lot Owner if made in good faith exercise of the judgment or discretion of its members so long as such decision is not clearly in conflict with the express provisions of this Declaration. Any lot owner or other person seeking to avoid, set aside or challenge any such decision of the Board shall have the burden of proof to establish that such standards were not met at the time the decision was made.

3.10 . COMMON EXPENSES AND ASSESSMENTS AGAINST LOTS AND LOT OWNERS

A. The Board shall pay or arrange for payment for all costs, expenses and liabilities incurred by the Association out of the proceeds of assessments which shall be made against the Lot Owners and their Lots. The Board shall remove and lawfully dispose of all existing outbuildings, destroyed trees, brush, tree trunks, shrubs and other natural growth and all rubbish within the Subdivision that has not been properly removed and disposed of by the Lot Owners. The Board shall assess the costs for said removal and disposal against the Lot Owners and their Lots.

B. "Special Assessments" may be made and levied by the Board against a particular Lot Owner and his, her or their Lot (without levying against other Lots) for:

C. "General Assessments" may be made and levied by the Board equally against each Lot Owner and his, her or their Lot for the following "common expenses" which may be anticipated, incurred or paid by the Association for:

D. The Association shall maintain separate books and records for General and Special Assessment accounts of the Lot Owners, as may be necessary, provided that all funds received from either assessment may be commingled and thereafter disbursed to pay any costs or expenses incurred by the Association which would be subject to General or Special Assessment.

E. Developer shall be responsible for all municipal assessments levied against any platted Lot prior to a sale of such Lot by Developer. Developer shall not be responsible for any General or Special Assessments which may be levied for improvements, capital expenditures, reserves, or replacement funds of any kind. The Board may at any time levy assessments for such purposes against the Lot Owners and against all Lots.

F. The Board shall determine the estimated expenses of the Association and prepare an annual operating budget in order to determine the amount of the annual General Assessments necessary to meet the estimated common expenses of the Association for the ensuing year and shall furnish a copy to each Lot Owner or one of the Co-Owners of the Lot.

3.11 PAYMENT OF ASSESSMENTS .

A. Each Lot Owner shall promptly pay, when due, all General and Special Assessments levied by the Board against such Owner and his, her or their Lot, together with all costs, expenses and reasonable attorney fees incurred by the Association in collection of any delinquent assessment(s). All assessments shall become due as the Board may determine appropriate (in a lump sum or in installments with or without interest). Time is of the essence with respect to all payments.

B. All Co-Owners of a Lot shall be jointly and severally liable for all General and Special Assessments levied against the Lot, regardless of the type of tenancy, estate or interest in the Lot (whether as joint tenants, tenants-in-common, land contract purchaser(s) or seller(s), or otherwise).

3.12 DELINQUENT ASSESSMENT: INTEREST, LIEN AND COLLECTION .

A. All General and Special assessments which are not paid when due: shall bear interest at 12 percent per annum until the assessment is paid in full; shall constitute a lien on the Lot; and shall be collectible and enforceable by the Board (in its own name or the name of the Association) by suit against the Lot Owner, by foreclosure of the lien, and/or in any other manner or method provided under this Declaration or laws of the State of Wisconsin.

The lien granted hereunder shall also cover and include all interest accruing on delinquent assessments, plus costs, expenses and attorney's fees for collection.

B. The Association (through the Board) shall have the exclusive right and power to collect or enforce collection of all General and Special Assessments levied by the Board and shall further have the exclusive right to bring any and all actions and proceedings for the collection thereof and/or the enforcement of liens arising therefrom. The Association may bring an action at law against any Lot Owner personally to collect such assessments and/or to foreclosure the lien for such assessments against the Lot (in the same manner and method as an action to foreclose a real estate mortgage). The Board shall have the right at any time to notify all Lot Owners within the Subdivision of the delinquency of any Lot Owners.

3.13 RULES AND REGULATIONS .

A. The Association may from time to time adopt or change rules or regulations (hereafter "Rules and Regulations") governing the operation, maintenance and use of the Common Areas by the Lot Owners and their respective families and guests. Such Rules or Regulations shall be designed to facilitate and encourage the peaceful use and enjoyment of the Common Areas by the Lot Owners and their respective families, without unduly interfering with the peaceful use and enjoyment of the surrounding Lots. All Lot Owners, lessees, invitees, other occupants, and guests of any Lot in the Subdivision shall abide by all such Rules and Regulations. The Rules and Regulations regarding maintenance of common areas shall not be decreased without approval from the Town of Eagle.

B. A violation of any Rule or Regulation shall be a violation of this Declaration and may be enforced in the same manner as any other term or provision of the Declaration or as otherwise may be designated in the Rule or Regulation, including without limitations the imposition of the forfeitures, penalties, or other charges against the Lot Owner, which shall be collectible by Special Assessment against the Lot and Lot Owner.

3.14 LOT OWNER'S LACK OF AUTHORITY TO BIND ASSOCIATION .

No Lot Owner (other than the officers of the Association) shall have any authority to act for the Association or the other Lot Owners, as agent or otherwise, nor to bind the Association or the other Lot Owners to contracts, negotiable instruments or other obligations or undertakings of any kind.

3.15 SERVICE OF PROCESS .

Service of process upon the Association for all matters shall be made upon the President of the Association or such legal counsel as the Association may designate to receive service of process by recording such designation with the Register of Deeds for Waukesha County, Wisconsin.

3.16 ENFORCEMENT OF DECLARATION: NO REVERSION OF TITLE .

A. The Association (through the Board) shall have the exclusive right to enforce, by proceedings at law or in equity, all the terms, conditions, and provisions of this Declaration and any Rules and Regulations adopted by the Association, except that any Lot Owner may proceed, at such Owner's expense and subject to the limitations of Section 2.03(c), to enforce any such terms, conditions or provisions (other than for collection of assessments against Owners of the other Lots) if the Association fails to take such action within 60 days following a written request by such Lot Owner for the Association to do so. Any Lot Owner violating any of the terms, conditions or provisions of this Declaration or any Rules or Regulations shall pay all costs, expenses and actual attorney's fees incurred by the Association or by a prosecuting Owner in the successful enforcement thereof. Neither the Association nor the Board shall be subject to any suit or claim by any Lot Owner for failure of the Association or the Board to take any action requested by such Lot Owner against another Lot Owner.

B. Each remedy set forth in this Declaration and/or in Rules or Regulations shall be in addition to all other rights and remedies available at law or in equity. All such remedies shall be cumulative and the election of one shall not constitute a waiver of any other. Any forbearance or failure of the Association or the Board to exercise any such right or remedy for any violation shall not be a waiver of such right or remedy under any circumstances (except as provided in Section 2.03(c)) unless a written waiver is obtained from the Board.

C. Under no circumstances shall any violation of this Declaration or of any Rule or Regulation result in any reversion of title to any Lot.

MISCELLANEOUS

4.01 RESERVATION BY DEVELOPER OF RIGHT TO GRANT EASEMENTS .

Developer hereby reserves the right to grant and convey easements to the Town and/or to any public or private utility company, upon, over, through or across those portions of any Lot in the Subdivision within 10 feet of any lot line for purposes of allowing the Town or utility company to furnish gas, electric, water, sewer, cable television or other utility service to any Lot(s) or through any portions of the Subdivision or for purposes of facilitating drainage of storm or surface water within or through the Subdivision. Such easements may be granted by Developer, in its own name and without the consent or approval of any Lot Owner, until such time as Developer has conveyed legal title to all Lots platted or to be platted in the Subdivision to persons other than a Successor-Developer.

4.02 SEVERABILITY .

The invalidity or unenforceability of any term, condition or provision of this Declaration shall in no way affect the validity or enforceability of any other term, condition, or provision of this Declaration, all of which shall remain in full force and effect.

4.03 COVENANTS RUN WITH LAND .

All terms, conditions and provisions of this Declaration (and as may be amended) shall constitute covenants running with the land.

4.04 AMENDMENTS TO DECLARATION .

This Declaration may be amended, after approval by the Town Board, by recording in the Office of the Register of Deeds for Waukesha County, Wisconsin, a document to that effect executed by the Owners of at least 70 percent of all Lots in the Subdivision, with all signatures duly notarized. Such amendment shall become effective only upon recording. The consent of the Owner of the Lot shall bind all future mortgage lenders to any such amendments to this Declaration.

The Town of Eagle may reject any amendments, rendering them invalid.

4.05 TERM OF DECLARATION .

This Declaration (and any amendments) shall be binding indefinitely (from the date the Declaration is recorded) upon all Lot Owners and any other persons claiming under or through the Developer. Upon the expiration date of such initial 20-year period, this Declaration shall be automatically renewed for a successive period of ten (10) years and thereafter for successive periods of ten (10) years upon the expiration date of the prior renewal period, unless there is recorded an instrument (executed by the Owners of at least 70 percent of all Lots in the Subdivision and their mortgagees) terminating this Declaration in which event this Declaration shall terminate upon the recording of such instrument. This termination is subject to Town of Eagle approval.

4.06 DISCLAIMER .

Notwithstanding any other provision(s) of this Declaration, Developer is under no obligation to any Lot Owner to develop or plat at any time any portion(s) of the Subdivision not already platted as of the date of recording of this Declaration.

4.07 INTERPRETATION .

These Declarations shall be construed and interpreted in favor of restricting the use of each Lot consistent with the purposes hereof and any ambiguity shall be resolved against any Lot Owner who installs any structure or engages in any activity not clearly authorized under these Declarations or approved in writing by the Board.

4.08 APPLICABLE LAW .

This Declaration shall be construed and enforced in accordance with, and governed by, the laws of and in the courts of the State of Wisconsin. Nothing in these restrictions shall be interpreted or construed to supersede the ordinances of the Town of Eagle. In case of a conflict, the Town of Eagle ordinances shall prevail.

4.09 CONDITIONAL USE .

This Declaration is subject to a conditional use permit issued by the Town of Eagle, Failure of the Developer, Homeowner's Association or Architectural Control Board to comply with the terms and conditions of this Declaration shall, after a reasonable time following the receipt of actual Notice and failure to comply, be cause for the Town Board of Eagle to assume the duties and authority of the Developer Homeowner's Association, or Architectural Control Board or obtain injunctive relief, at the option of the Town Board.

IN WITNESS WHEREOF, this Declaration of Restrictions is executed by Simon Group, Ltd., as Developer, as of the date first written above. _ _

SIMON GROUP, LTD.

By:____________________________

Its:___________________________

Personally came before me this ____ day of

_________________, 1992, the above named President of Simon

Group, Ltd. to me known

to be the person who executed the foregoing instrument and

acknowledged the same.

EXHIBIT A

Being a part of the SW 1/4 and NW 1/4 of the SE 1/4 and the SW 1/4 of the NE 1/4 of Section 13 and all of the NW 1/4 and part of the NW 1/4 and SW 1/4 of the NE 1/4 of Section 24, Township 5 North, Range 17 East, Town of Eagle, Waukesha County, Wisconsin.

AMENDMENT TO DECLARATION OF RESTRICTIONS FOR EAGLE'S AIRE

Section 2.01(A) of the Declaration of Restrictions for Eagle's Aire shall be amended as follows:

All Homes, except ranch homes, shall have a minimum living area (exclusive of basement, exposed basement, attic, garage, porches, patios, decks, and storage areas) of not less than 2,400 square feet. Ranch homes may have a minimum living area of 2,000 square feet, exclusive of the aforementioned areas.

IN WITNESS WHEREOF, this amendment to Declaration of Restrictions is executed by Simon Group, Ltd., as Developer, as of the _____ day of _____________, 1993.

SIMON GROUP, LTD.

By:_____________________________

Its:____________________________

Personally came before me this ____ day of

_________________, 1993, the above named President of Simon

Group, Ltd. to me known to be the person who executed the

foregoing instrument and acknowledged the same.

________________________________

Notary Public State of Wisconsin

My Commission:__________________

AMENDMENT TO DECLARATION OF RESTRICTIONS FOR EAGLE'S AIRE

In addition to, but not in lieu of, Section 2.03(A), Section 2.03(A)(1) of the Declaration of Restrictions for Eagle's Aire is hereby created and added as an amendment as follows:

203(A)(1) All roofing materials, including, but not limited to, forty (40) year dimensional asphalt, shall have a minimum life span of not less than forty (40) years.

IN WITNESS WHEREOF, this amendment to Declaration of

Restrictions is executed by Simon Group, Ltd., as Developer, as

of the _____ day of _____________, 1994.

SIMON GROUP, LTD.

By:_____________________________

Its:____________________________

Personally came before me this ____ day of

_________________, 1994, the above named President of Simon

Group, Ltd. to me known to be the person who executed the

foregoing instrument and acknowledged the same.

________________________________

Notary Public State of Wisconsin

My Commission:__________________

3rdamend.dr

AMENDMENT TO DECLARATION OF RESTRICTIONS FOR EAGLE'S AIRE

The median sections by the entries on NN and Sprague Road shall be maintained by the Homeowner's Association.

IN WITNESS WHEREOF, this amendment to Declaration of Restrictions is executed by Simon Group, Ltd., as Developer, as of the 1st day of July, 1993.

SIMON GROUP, LTD.

By:_____________________________

Its:____________________________

Personally came before me this ____ day of

_________________, 1993, the above named President of Simon

Group, Ltd. to me known to be the person who executed the

foregoing instrument and acknowledged the same.

________________________________

Notary Public State of Wisconsin

My Commission:__________________