Covenants

DECLARATION OF COVENANTS AND RESTRICTIONS

FOR DEER LAKES SUBDIVISION

As amended through September14, 2004

THIS DECLARATION is made and effective as of the 2nd day of October,

2001 by PINEDA CROSSING CORPORATION, a Florida corporation, and

its successors and assigns, hereinafter referred to as "Declarant" or "Developer".

WITNESSETH:

WHEREAS, Declarant is the owner of certain property in the County of Brevard,

State of Florida, the legal description of which is attached hereto as

Exhibit A, which Declarant intends to develop by phases as a subdivision named

DEER LAKES according to the plats thereof recorded in Plat Book 47 at Pages 40

through 43 and Plat Book 49 at Pages 23 through 24 of the Public Records of

Brevard County, Florida; and

WHEREAS, Declarant is the owner of certain property in the County of Brevard,

State of Florida, the legal description of which is attached hereto as

Exhibit A, which Declarant intends to make part of the subdivision named

DEER LAKES according to plats thereof recorded in Plat Book 50 at Page 42

[Block A - Lots 115 & 116], and Plat Book 50 at Pages 68 through 70

[Deer Lakes Phase 3], of the Public Records of Brevard County, Florida

("DEER LAKES "); and

WHEREAS, Declarant desires to provide a set of provisions, guidelines,

covenants and restrictions to protect the value and desirability of building

lots within DEER LAKES by creating mutual benefits and obligations for

itself and all successive owners of parcels and lots within the subdivision,

NOW, THEREFORE, Declarant hereby declares that all of DEER LAKES

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 the Subdivision, and which shall run with the

real property and be binding on all parties having any right, title or

interest in the described properties or any part thereof, their heirs,

successors and assigns, and shall accrue to the benefit of each owner thereof.

DEFINITIONS

"Association" shall mean the Deer Lakes Owners' Association, Inc., a Florida

not-for profit corporation.

"Builder" shall mean a person or entity who has contracted to purchase, or

who has bought, one or more developed but unimproved Lots for the purpose of

the construction and sale of a single family residential dwelling unit, and

who holds a license for such construction.

"Common Area(s)" for purposes of this Declaration shall mean those portions

of the Subdivision named as Tracts A, B, C, D, E, F, G, H, I, J, K, L, M, N,

O, P, Q, R, S and T on the Plats of Deer Lakes as recorded in the Public

Records of Brevard County, Florida, which are intended for the common use

and benefit of all Owners and are to be deeded to the Association. Additional

parcels may be added to the Common Areas in the future.

"Conservation Easement Areas" shall mean and refer to those Common Areas

designated as such within Tracts H, I, N, R, S and T as shown on the Plat.

Additional parcels may become Conservation Easement Areas in any subsequent

phases added to the Subdivision.

"Lot", whether or not capitalized, shall mean each lot platted as such in the

Subdivision, whether or not improved with a home or other construction, the

total number of which may increase if subsequent phases are platted and

added to the Subdivision.

"Owner" shall mean each person or entity who owns record title to a Lot,

excluding those having such title merely as security for performance of an

obligation as described in Chapter 697, Florida Statutes.

"Plat" shall mean the officially recorded subdivision plat of DEER LAKES

as same may be supplemented or re-platted from time to time.

"Subdivision" shall mean that property platted as DEER LAKES, the legal

description of which is attached hereto as Exhibit A, and such other property

as may be brought within the jurisdiction of the Association and as may be

submitted to this Declaration.

"Surface Water or Stormwater Management System" shall mean a system which

is designed and constructed or implemented to control discharges which are

necessitated by rainfall events, incorporating methods to collect, convey,

store, absorb, inhibit, treat, use or reuse water to prevent or reduce

flooding, overdrainage, environmental degradation, and water pollution or

otherwise affect the quality and quality of discharges from system, as

permitted pursuant to Chapters 40C-4, 40C-40, or 40C-42 of the Florida

Administrative Code.

"Turnover Date" shall mean the date upon which the Class B membership of

the Association is converted to Class A membership, as provided in Article I,

Section 3, hereof.

ARTICLE I

Membership and Voting Rights in the Association

Section 1. General Purposes of Association.

The Association is organized for the purpose of providing common services

to the Lot Owners; owning and maintaining landscaping, lighting and structural

improvements on the Common Areas; maintaining the drainage easements,

Conservation Easement Areas, Common Areas, surface water and/or storm water

management systems; providing enforcement of these covenants and restrictions;

and engaging in activities for the mutual benefit of the Owners. In order to

pay for these services, the Association will charge assessments against the

Lots and their Owners. A Lot may be subject to lien for any unpaid assessments,

but additionally each Owner is personally obligated for assessments coming

due during the time such Owner owns the Lot. The functions of the Association

shall be performed by a Board of Directors. Provisions relating to the

Association and the Board of Directors are also contained in the Articles of

Incorporation and By-Laws of the Association.

Section 2. Lot Owner Membership.

Every Owner of a platted Lot shall be a member of the Association upon acquiring

title to the Lot. There shall be an initiation fee of $150 per Lot, payable by

the new Owner to the Association at any time such Lot is conveyed to a new Owner.

A Lot acquired by a Builder from Declarant shall be subject to the initiation

fee at that time of acquisition, but the initiation fee shall then be waived

when that Lot is conveyed from that Builder to the purchaser from Builder.

The Association may spend some or all of the initiation fee for inspection

of the Lot before and after completion of the improvements to certify compliance

with the terms and provisions of this Declaration as provided in Article III,

Section 5. Initiation fees may also be used to fund capital improvements and

to establish reserve accounts.

Membership shall be appurtenant to and may not be separated from ownership of

any Lot. The initiation fee may be increased from year to year after

December 31, 2001 in the same manner and amount as annual assessments may

be increased pursuant to Article V, Section 5.

Section 3. Classification of Membership.

The Association shall have two classes of voting membership:

Class A. Class A members shall be all Owners except the Declarant. Class A

members shall be entitled to one 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 by the Voting Member as described

in the By-Laws; in no event shall more than one vote be cast with respect to

any Lot. Class A members shall also include all Owners, with the exception

of the Declarant, of Lots located in any additional property made subject

to this Declaration.

Class B. The Class B member shall be the Declarant or any successor to

Declarant. The Class B member shall be entitled to five (5) votes for

each Lot owned (to include each owned lot in additional properties added to

the Subdivision and made subject to this Declaration). The Class B

membership shall cease and be automatically converted to Class A membership

upon the occurrence of the earliest of the following events:

(a) more than 253 lots are deeded to Class A members after 253 or more lots

have been developed by Developer; or

(b) March 1, 2007; or

do in writing at any time by recordable notice to the Association.

All or any part of the Developer's voting rights as a Class B member may be

assigned by it to one or more representative individuals or entities.

Section 4. Membership Vote.

A vote of the Association membership shall mean a vote by the Class B member

together with all qualified Class A members at any meeting at which a quorum

is present. The maximum number of votes that may be cast is the sum of all

votes held by qualified Class A members and the Class B member present in

person or by proxy at the time the vote is taken. All matters to be voted on

by the Association shall be decided by a majority of the votes cast, except

where a different number of votes are required by this Declaration, the By-Laws

of the Association or by law.

Section 5. Voting Qualifications.

To be qualified to vote, a Class A member must be current in payment of all

assessments and any liens which have been levied against that member or any

Lot owned by that member as of the date of the vote. Any person designated by

Declarant shall be qualified to cast the votes for each Lot owned by the

Class B member.

ARTICLE II

Architectural and Aesthetic Requirements

Section 1. Architectural Control Review Committee.

(a) There shall exist an Architectural Control Review Committee (hereinafter

referred to as "Committee") which shall consist of at least three (3) but not

more than seven (7) members. So long as there is a Class B membership of the

Association, control of the Committee and approval of all plans and specifications

and other functions herein shall be vested in the Declarant, who shall appoint

all Committee Members. Appointive Committee members need not be Owners, and

shall serve indefinitely, at Declarant's pleasure.

(b) After Declarant's Class B membership in the Association converts to Class A

membership, new Committee members shall be elected by a majority vote of the

Board of Directors of the Association at its first meeting following election

of a new Board after the Turnover Date. Elected Committee members must be Owners,

and shall serve until their successors are elected at the next annual meeting.

Committee members may be re-elected.

it shall take the affirmative vote of a majority of the members at the meeting

at which a quorum is present to approve or perform any action. The Committee

shall keep written records of its actions. The Committee shall meet from time

to time as necessary. In lieu of a meeting, the Committee may take action

by a written consent signed by all Committee members.

Section 2. Construction Plan Review.

(a) No dwelling, building or structure of any kind shall be constructed,

erected, or altered on any Lot or in any part of the Subdivision, nor shall

any exterior additions, changes or alterations therein be made until the

plans and specifications showing the nature, kind, color, shape, height,

materials, and location thereof shall have been first submitted to and

approved by the Committee.

(b) Two sets of plans and specifications shall be submitted to the Committee

showing all intended construction and alterations on the subject Lot, including

but not limited to site plan, tree survey, landscape plan, sidewalk construction,

exterior elevations, paint colors, shingle samples, exterior materials samples,

and other descriptions necessary to describe the project. An administrative

fee of $35.00 shall be paid to the Association for processing the plans,

payable at the time of submission. Plans and specifications in regards to

topography and finished grade elevation must also be submitted for approval

by the Committee prior to the commencement of any excavation work or activity

which will alter the existing topography of the Lot. The Committee shall

notify the Lot Owner, in writing, within thirty (30) days of receipt of all

required evidence, of the Committee's approval or disapproval of any project.

Said written notice may be signed by any one member of the Committee.

may submit plans of their models and landscape designs for general approval

by the Committee but shall still notify the Committee in writing as provided

herein as to which model, colors, landscaping, etc. are to be used on each

specific lot.

(d) The plans, specifications, and location of all contemplated construction

shall be in accordance with the terms hereof and with all applicable codes

and ordinances of the local governing agency issuing permits for construction

or land alteration in effect at the time of such proposed construction or

alteration. The Committee shall have the right, in its sole discretion based

upon these Covenants and Restrictions, to approve or disapprove any Lot

improvement, including but not limited to building, fence, wall, screened

enclosure, grading, floor elevation, drainage plan, mailbox, solar energy

device, decorative building, landscaping plan, landscape device or object,

yard decoration, or other improvement, whether as new construction or

additions, modifications or alterations to Lots.

(e) In the event any required approvals are not obtained prior to commencement

of improvements, or in the event improvements are made which vary from those

approved, it shall be deemed that no approvals were given and that a violation

and/or breach of this Declaration has occurred, and a fine of $50 per day

shall accrue as provided in Article VI until such approval is obtained or

improvements corrected to comply with an approval given.

(f) The Committee may waive all or a portion of any administrative fees

and fines described in this Section where deemed appropriate in its sole

discretion, without prejudice to its ability to levy and collect all fees

and fines which might arise subsequently.

Section 3. Clearing.

Prior to any construction the Committee will be furnished a tree survey showing

the location and type of all trees 3 inches or more in caliper at breast height.

This survey shall also show types and general location of existing vegetation.

A site plan will be provided showing the location of any structures, driveways,

and sidewalks to be constructed and which vegetation and trees are proposed

to be removed. It is the intent of the Committee that as much of any existing

wooded character of a Lot be retained as reasonably possible. All yard areas

of a Lot not left in their natural state shall be sodded or replanted. For

any Lot fronting a lake, the Owner of same shall also be responsible for

sodding all areas between his property line and the water's edge, if any.

If any unauthorized clearing takes place on any Lot or Common Areas, restoration

of said Lot or Common Areas to their original condition must be made. The

restoration plans as to location of plant material, size and type must be

submitted to the Committee for approval. If the Owner of any Lot (or his

contractors, agents or invitees) that has been cleared without written

authorization of the Committee fails to restore said Lot or any Common Area

damaged by the Owner (or his contractors, agents or invitees) within thirty

(30) days of receipt of written notice from the Committee, then the Committee

may make such restoration, the cost of which shall be a lien against the Lot

and a debt of Owner which may be enforced in the same manner as enforcement

of Assessments as set forth herein.

Section 4. Landscaping.

(a) All landscaping must conform to all codes and requirements of the local

governing agencies. A typical or several master landscape plan(s) may be

submitted to the Committee for approval by Builders in accordance with above

Sections 2 and 3. This plan may be altered to accommodate existing vegetation

on individual lots. All areas of the yard of each Lot not left in this

natural vegetated condition shall be replanted with trees, shrubs and flowers,

or sodded. All lots shall be sodded with Floratam grass and shall have an

underground sprinkler system installed to provide proper irrigation of all

yard areas.

(b) No existing living tree 3 inches or more in caliper, measured at breast

height, shall be removed from a Lot unless said tree is diseased or interferes

with erecting or placing the house or other permanent structures on said Lot

and grading for proper drainage.

each lot chosen from the following species: live oak, laurel oak, red maple,

magnolia, sabal palm or queen palm. At least one of the four must be one

of the hardwoods - live oak, laurel oak, red maple, or magnolia - not less

than 14-16 feet in height and 3" in caliper at breast height. Any other

hardwoods used shall be not less than 8-10 feet in height and 1 1/2" in caliper

at breast height. Any palms used shall have a trunk wood area of at least 10

feet (the distance from the ground to the first living fronds); sabal palms

should be Abooted@, not stripped of all their frond bases. The trees shall remain

perpetually on each lot. In the event any of the trees die either by disease

or neglect, they shall be replanted with the same or other approved type of tree

to comply with these minimum requirements. Notwithstanding the foregoing, trees

must conform to any stricter standards required by any applicable governmental

entity. Upon notification by the Association and/or the local governing agency,

each homeowner shall have thirty (30) days to replant/replace said trees

required under these restrictions.

(d) A minimum of 1 1/2% of the construction cost of each residential dwelling

unit shall be used to purchase the trees and new plant material to be planted

at the front of each residence. This planting expense shall not include the

cost of sod.

Section 5. Roofs, Shingle Material and Exterior Elevations.

All roofs shall be built with a pitch of at least 5 to 12, except for those areas

over porches and patios, which may be at a shallower pitch with prior written

approval from the Committee. Roofs must be constructed of approved framing,

decking, and shingles; no metal, fiberglass, tar paper or gravel roofs shall be

permitted without prior written approval from the Committee. The Committee must

approve the type, color, and style of all shingle and roof covering materials.

Shingles must be fungus-resistant 240 lb. architectural grade dimensional shingles,

or higher quality. The Committee may reject any exterior elevation based on the

roof line, shingle type or exterior elevation appearance that in its judgment is

not in keeping with the character and standards of the Subdivision. All roofs

shall be maintained in good appearance and condition. Any missing or deteriorated

shingles shall be promptly replaced. Any patches of dirt, mildew, algae or other

discoloration, which when viewed collectively exceed 10% of the roof area, shall

be promptly cleaned.

Section 6. Exterior Covering, Siding and Paint.

There shall be no artificial brick or stone, aluminum, plywood, vinyl or other siding

materials used on the exterior of the buildings or other structures, including driveway

stains, paints or seals, without first receiving written approval of the Committee

as to type, color, and texture of the material. No portion of the sidewalk or of

the driveway which lies between the sidewalk and street shall be painted, stained

or sealed. All paint used on the exterior body of any residence shall be subdued

in its tone. Colors should be selected in earth-tones to harmonize with the

natural environment of the Subdivision and should be neutral, soft and unobtrusive,

not loud or bright. No more than one paint color may be used for the body of each

residence and no more than two accent trim colors. Paint colors shall be submitted

for approval prior to being applied on any residence.

Section 7. Garage Doors.

All garage doors shall be of wood or steel construction and equipped with automatic

remote-control garage door openers, and shall be decorative in design to complement

the elevation of each individual residence. Garage doors should remain closed when

not in use.

Section 8. Dwelling Size.

The living area (air-conditioned space) of every residence exclusive of any open

porches, patios (enclosed or otherwise), breeze-ways and garages, shall not be

less than 1,500 square feet with not less than 1,000 square feet for the ground

floor of a dwelling of one and one-half or two stories. No Lot improvement shall

exceed 2 stories or 30 feet in height, whichever is greater. Each residence shall

have an enclosed garage for a minimum of two cars. No carports shall be permitted.

Section 9. Building Location.

No building shall be located on any Lot nearer than 20 feet to the front lot line

or nearer than 20 feet to the rear lot line. No building on an interior lot shall

be located nearer than 5 feet to the side lot line, or nearer than 15 feet to the

side-street lot line on a corner lot. For the purpose of this covenant, eaves and

uncovered concrete slabs, steps and porches shall not be considered as a part of

the building; provided, however, that this shall not be construed to permit any

portion of a building on a Lot to encroach upon another Lot. If there is any conflict

between this covenant and governmental building and zoning regulations, the

governmental regulations shall apply.

Section 10. House Numbers and Mail Boxes.

The same style of mailboxes shall be installed on all Lots, which shall be Rural Model

U.S. No. T1 (or an identical model) in black, on black posts, according to the sketch

provided by the Committee, with 2" gold-colored house numbers affixed thereto.

Purchaser shall also install house numbers not less than 4" in height on the front

wall of the house in proximity to the front door and a light for night visibility.

Section 11. Variances.

The Committee may in its sole discretion authorize variances from compliance with any

of the provisions of this Declaration or any supplemental declaration when circumstances

such as topography, natural obstructions, hardship, aesthetic or environmental

considerations require.

If such variances are granted, no violation of the covenants, conditions, and restrictions

contained in this Declaration or any supplemental declaration shall be deemed to have

occurred with respect to the matter for which the variance was granted. The granting of

such a variance shall not, however, operate to set a precedent for granting of any other

variances to that Owner or any other Lot Owner, nor waive any of the terms and provisions

of this Declaration or of any supplemental declarations for any purpose except as to

the particular Lot and particular matter covered by the variance. Neither shall such

variance affect in any way the Owner's obligation to comply with all governmental laws

and regulations affecting his use of the Lot, including but not limited to zoning

ordinances and setback lines or requirements imposed by any governmental or municipal

authority.

ARTICLE III

General Restrictions - Use and Occupancy

Section 1. General Prohibition.

No residential dwelling, structure or appurtenance of any kind, including additions or

substantial alterations thereto, shall be erected, placed or maintained on a Lot that

does not conform to the standards, requirements, prohibitions and provisions of this

Declaration or applicable governmental regulations, as same may exist or be changed

from time to time. All such construction shall be performed, completed, erected, placed

and maintained only in accordance with the plans and specifications required herein as

approved by the Committee and governmental building code requirements.

Section 2. Only Residential Purposes and Sales.

No Lot shall be used in whole or in part for anything other than residential purposes,

except that model residential dwelling units may be maintained by Builders or Developer

only for promoting the sale of residential dwellings within the Subdivision, and except

such construction and sales trailers as may be permitted by Developer and any applicable

governmental entity. Other than conducting the construction and sale of Lots and

residential dwellings, no trade, traffic or business of any kind, whether professional,

commercial, industrial, manufacturing, storage or other non-residential use shall be

engaged in or carried on within the Subdivision or any part thereof, nor any other

activities which may be or which may become an annoyance or a nuisance to any Lot,

Owner or property adjacent to the Subdivision.

Section 3. Single Family Residential Use.

No building or structure shall be erected, altered, placed or permitted to remain on

any Lot other than one single-family residential dwelling, nor may any dwelling be

occupied by more than one family.

Section 4. Subdivision.

No Lot shall be subdivided or split by any means whatsoever into any greater number

of residential lots nor into any residential plat or plats of smaller size.

Section 5. Occupancy Before Completion.

No building or structure upon a Lot shall be occupied until the same is approved by

such governmental agency which is responsible for regulation of building construction

and until it complies with the terms and provisions of these covenants and restrictions.

Upon completion, the Committee shall inspect the Lot and improvements and notify

the Lot Owner of any non-compliance.

Section 6. Maintenance and Repair.

All improvements placed or maintained on a Lot shall at all times be maintained

in good condition and repair.

Section 7. Completion of Construction.

All construction and landscaping approved by the Committee shall be completed within

six (6) months from the date of written approval; however, the Committee may an

extension of said six-month period when deemed necessary.

Section 8. No Temporary Buildings.

No tent, shack, shed, trailer, house trailer, mobile home, garage, or other such space

shall at any time be used on any Lot as a residence temporarily or permanently. No

building or dwelling of a temporary character shall be permitted, except that buildings

necessary for construction or sales taking place in the Subdivision and not used for

living accommodations may be erected and maintained during the course of construction

and sales, after receipt of written approval from the Declarant.

Section 9. Grounds and Yard Maintenance.

(a) Grass, hedges, shrubs, vines, trees, and mass plantings of any type on each Lot

shall at regular intervals be mowed, trimmed and cut so as to maintain the same in a

neat and attractive manner. Any trees, shrubs, vines, grass and plants which die

shall be promptly removed and replaced.

(b) All Lot Owners owning Lots adjoining Common Areas shall be required to install

grass or to landscape to the edge of the water or vegetation located in that Common

Area, and to maintain such grass or landscaping, regardless of where the exact

boundary line lies between the Lot and the Common Area. Notwithstanding the foregoing,

Lot Owners shall not plant grass or landscape within Conservation Easement Areas.

any kind whatsoever, shall be placed or permitted to accumulate upon any portion of

a Lot or Common Area which would render it unsanitary, unsightly, offensive, or

detrimental to the Subdivision.

(d) No building material of any kind or character shall be placed or stored upon

any Lot so as to be open to view by the public or neighbors, unless such material is

being used daily and continuously for the construction of buildings or structures

upon the Lot on which the material is stored.

Section 10. Fences, Walls, Hedges, Mass Planting of Any Type.

(a) No hedge or mass planting of any type exceeding a height of five (5) feet above

the finished graded surface of the ground upon which it is located shall be planted

or maintained upon any Lot without the approval of the Committee.

(b) No wire or chain-link fence shall be constructed on any Lot.

behind the front building line of any residence, and shall not exceed six (6)

feet in height, except for the wall constructed along the north boundary of the

subdivision and as otherwise provided herein. As to any Lot which adjoins a lake,

retention area, or Conservation Easement Area, any fence or wall or portion

thereof constructed behind the rear building line of the residence may not

exceed four (4) feet in height. As to any lot along the north boundary of the

Subdivision adjoining the Pineda Causeway Extension Road, a solid wall may be

built up to eight (8) feet in height. All fences and walls must be in conformance

with all governmental regulatory codes and setback requirements. No fence or wall

shall be constructed without the written approval and consent of the Committee.

(d) All fences to be constructed in the Subdivision shall be of uniform design

and finish, to be decided by the Committee. Prior to construction of a fence

or wall on any Lot, the Owner must submit a detailed sketch showing the location

and confirming the use of the pre-approved style and color of the proposed

fence or wall to the Committee for approval.

Section 11. Animals, Birds and Fowl.

No animals, livestock or poultry of any kind shall be raised, bred or kept on

any Lot, except that dogs and cats not to exceed three (3) in number in combination

may be kept provided that they are not kept, bred or maintained for any commercial

purposes. No kennel or other commercial animal operation shall be maintained on

any Lot. No pet shall be allowed to run loose within the Subdivision, and dogs

should be leashed whenever they are off their owners' premises. All pets

shall be maintained in a quiet and orderly fashion so as not to disturb other

Lot Owners.

Section 12. Laundry.

No clothes, sheets, blankets or other articles shall be hung out to dry in the

side or front yards of any Lot except in a service yard or yard enclosed by a

lattice, fence, wall or other screening device. Nothing contained in this

restriction shall be construed to conflict with Florida Statutes Sec. 163.04

Renewable Energy Sources.

Section 13. Exterior Light Fixtures.

No exterior lighting fixtures shall be installed on any Lot or residential dwelling

without adequate and proper shielding of the fixture. No lighting fixture shall

be installed that may become an annoyance or a nuisance to the residents of

nearby lots.

Section 14. Parking.

No parking on lawn areas, across sidewalks or on swales is allowed. All personal

and visitor vehicles shall be parked in the driveway or garage of each Lot at

all times. Commercial vehicles, which description shall include any-sized vehicle

with commercial signage on its exterior, trucks larger than a pick-up truck,

tractor-trailers, semi-trailers, and commercial trailers, shall not be parked

at any time within the Subdivision, except for temporary loading and unloading

purposes or when parked entirely within a closed garage. Boats, motor homes,

campers, travel trailers, utility trailers and similar vehicles may only be

parked upon a Lot which contains a residence, and so long as the vehicle is

not more than 6 feet high (including any trailer upon which it sits) and is

placed no further forward than 10 feet behind the front building line of the

residence or in a closed garage. If stored outside, the vehicle must have landscape

or fence screening so as to make same not visible from the street (including side

street in the case of a corner Lot). Inoperable vehicles or vehicles under repair

may only be placed and kept on a Lot in a closed garage.

Section 15. Easements and Common Areas.

(a) Easements for installation and maintenance of utilities and drainage facilities

are shown on the plat or are of record, and the same are reserved for such use.

Within these easements, or on any Lot, no structure, planting or other material shall

be placed or permitted to remain which may damage or interfere with the installation

and maintenance of utilities or which may change the direction of flow or drainage

in the easements, or which may obstruct or retard the flow of water through drainage

channels in the easements, or which may otherwise disturb the surface water or

stormwater management system.

(b) The Association shall have a perpetual non-exclusive easement over all areas

of the surface water or stormwater management system for access to operate, maintain

or repair the system. By this easement, the Association shall have the right to enter

upon any portion of any Lot which is a part of the surface water or stormwater

management system, at a reasonable time and in a reasonable manner, to operate,

maintain or repair the surface water or stormwater management system as required by

the St. Johns River Water Management District permit. Additionally, the Association

shall have a perpetual non-exclusive easement for drainage over the entire surface

water or stormwater management system. No person shall alter the drainage flow of

the surface water or stormwater management system, including buffer areas or swales,

without the prior written approval of the St. Johns River Water Management District.

managing and containing the flow of excess surface water, if any, found upon such

Lots from time to time. Each Lot Owner, including Builders, shall be responsible

for the maintenance, operation and repair of the swales on the lot. Maintenance,

operation and repair shall mean the exercise of practices, such as mowing and erosion

repair, which allow the swales to provide drainage, water storage, conveyance or

other stormwater management capabilities as permitted by the St. Johns River Water

Management District. Filling, excavation, construction of fences or otherwise

obstructing the surface water flow in the swales is prohibited. No alteration of

the drainage swale shall be authorized and any damage to any drainage swale, whether

caused by natural or human-induced phenomena, shall be repaired and the drainage

swale returned to its former condition as soon as possible by the Owner(s) of the

Lot(s) upon which the drainage swale is located. The initial construction of the

drainage swales shall be completed prior to the issuance of a certificate of

occupancy for any residence to be constructed on said Lot; provided, however,

initial construction of said drainage swales must be completed no later than the

mandatory completion date established pursuant to the St. Johns River Water

Management District permit, even if a residence has not been constructed on the

Lot(s).

(d) All Lot Owners who adjoin a Common Area shall assist the Association in

maintaining that Common Area. No Lot Owner shall disturb or damage any wetland

plantings or Common Areas. In the event an Owner does damage wetland plants or

Common Areas, the Owner shall be responsible for the replacement and replanting

of all damaged or destroyed plants and restoration of disturbed areas within

thirty (30) days of written notification by the Declarant or the Homeowners Association.

(e) Easements for ingress, egress and access are hereby reserved in favor of

the Developer and the Association over and across the platted utility and drainage

easements encumbering all Lots adjacent to Common Areas for the purpose of

access to said Common Areas for repair and maintenance. The Developer and

Association may, without incurring any liability to the Lot Owner for trespass

or damages, remove any impediments to these access rights, and may levy a special

assessment as provided in Article V for the cost of such removal.

Section 16. Excavations.

No excavations for stone, gravel, dirt or earth shall be made on any portion of

a Lot except for the construction of dwellings, walls, foundations, swimming pools,

structures and other appurtenances, for which plans and specifications must first be

approved by the Committee.

Section 17. Signs.

Except for signs utilized by the Developer and Builders to advertise the sale of

lots or dwelling units for sale and except as otherwise permitted by the Association,

no sign of any character shall be displayed or placed upon any Lot except "for rent"

or "for sale" signs, which signs may refer only to the particular premises on

which displayed. Said signs shall not exceed the normal and customary standard

size for the local residential real estate industry, shall not stand higher than

four (4) feet above the ground, shall be limited to one (1) sign per Lot, and shall

be displayed only upon the Lot sought to be rented or sold. No signs may be attached

in any manner to a tree.

Section 18. Garbage Cans and Recyle Bins.

All trash, garbage, rubbish, debris, waste and other refuse shall be deposited and

stored upon a Lot only in containers approved by the County waste and garbage

collection services. All garbage containers and recycle bins shall be kept inside the

garage or behind an approved fence at all times, except same may be placed at the

curb the evening before scheduled pick-ups.

Section 19. Nuisances.

No noxious or offensive trade or activity shall be permitted on any Lot, nor shall

anything be done thereon which may be or may become an annoyance or nuisance to

the neighborhood.

Section 20. Preservation of Common Areas.

No person shall reconstruct, damage, destroy, clear, open, reduce, remove, alter,

modify or install any thing or improvement within, over or upon any Common Area

without first obtaining written approval from the Association or Declarant.

Section 21. Wells.

No water wells shall be dug on any Lot or on the Common Areas except for purposes

of irrigation of landscaping unless prior approval is received from the Committee.

Section 22. Open Burning.

Open burning to reduce solid waste on any Lot is not permitted.

Section 23. Swimming Pools.

A swimming pool may be constructed on a Lot within the appropriate setbacks and

with the approval of the location and material by the Committee. Access to a

pool from the boundaries of the Lot must be controlled from all directions by

fencing and the residential structure. If pools are protected by screen enclosures,

such screen enclosures shall be first approved by the Committee. Swimming pools

shall be only of the inground type and shall be constructed of fiberglass, concrete,

or concrete type materials. The pool deck shall be no higher than two (2") inches

below the finished floor level of the house pad.

Section 24. Right to Inspect.

The Committee may at any reasonable time or times during periods of construction

or alteration and within thirty (30) days thereafter enter upon and inspect any

Lot and any improvements thereon for the purpose of ascertaining whether the

maintenance of such Lot and the maintenance, construction or alteration of structures

thereon are in compliance with the provisions hereof. Neither said Committee nor

any of its agents shall be deemed to have committed a trespass or other wrongful

act by reason of such entry or inspection.

Section 25. Antennae and Aerials.

All exterior antennae or aerials shall be placed in the rear yard of the Lot and

in such a manner so as to be as unobtrusive as possible, and in no event shall

exceed a height greater than five (5) feet above the highest point of roof. Any

earth satellite signal reception equipment which exceeds 24 inches in diameter

shall not be visible from any street and shall be screened from other property

within the Subdivision.

Section 26. Games and Play Apparatus.

All games, toys and play apparatus kept outdoors shall be located behind the rear

wall of the dwelling, except that basketball goals may be installed in the front

yard in accordance with this paragraph. If a permanent installation, said goal

shall be installed along the edge of the driveway at least 10 feet from the sidewalk

toward the house. If a portable goal, said goal shall at all times be stored

upright at least 10 feet from the sidewalk toward the house and be filled with

water or sand so that it cannot blow over.

Section 27. Mineral, Oil and Mining Operations.

No mineral, oil or gas drilling, development, refining, quarrying, mining or operations

of any kind shall be permitted upon or in any Lot, nor shall wells, tanks, tunnels,

excavations or shafts be permitted upon or in any Lot. No derrick or other

structure designed for use in boring for mineral, oil or natural gas shall be

erected, maintained or permitted upon any Lot.

Section 28. Water Supply.

No individual water supply systems for drinking purposes or household use shall be

permitted on any Lot unless approved by the Committee. This provision, however, shall

not preclude the installation of any individual water system for irrigation purposes,

provided that such system is located, constructed, and equipped in accordance with

the requirements, standards and recommendations of the applicable governmental agencies.

Section 29. Sewage Disposal.

No individual sewage disposal system shall be permitted on any Lot.

Section 30. Air Conditioning.

No window or wall air conditioning units shall be permitted in any improvements

located within the Subdivision.

Section 31. Tanks.

Oil tanks and bottled gas tanks may be placed only on Lots containing residences, and

shall only be placed above ground no further forward than 10 feet behind the front building

line of the residence with landscape or fence screening so as to make same not visible

from the street (including side street in the case of a corner Lot). The Owner shall

be responsible for any leakage, and shall immediately cause same to be stopped and

cleaned in accordance with law.

Section 32. Garage Sales.

Any Owner wishing to conduct a garage sale at a Lot shall obtain prior written

permission from the Committee. The Owner shall make the request for the garage sale

in writing, stating the proposed date, time, location, and general description of

items to be offered. No Owner shall conduct a garage sale more than twice per

calendar year at the Lot; the duration of any single garage sale shall not exceed

48 consecutive hours. Any exterior display of any items for sale shall be deemed

a garage sale subject to this covenant, except for the following: (1) a single

automobile that is in good operating condition with a current license plate parked

in the driveway of the automobile owner's Lot with a "for sale" sign no larger

than half the area of the rear window; and (2) items being sold at garage sales

sponsored by the Association.

ARTICLE IV

Property Rights and Requirements

Section 1. Owner's Right of Enjoyment and Use.

Every Owner shall have a non-exclusive right of enjoyment and use in and to the Common Areas, 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 dedicate or transfer all or any parts of the Common Area to any public

agency, authority or utility for such purposes and subject to such conditions as may be agreed by the

Association, provided, no such dedication or transfer shall be effective unless: (i) such dedication or

transfer is approved by Declarant, so long as Declarant is a Class B member, or if Declarant is no longer

a Class B member, then by 2/3 of the Class A Members; and (ii) the approval of such dedication or transfer

has been properly recorded; and

(b) That the Conservation Easement Areas be left in their natural condition as set forth in Section 7 hereinbelow.

Section 2. Owner's Use of Lot.

An Owner's use of his or her Lot shall be limited to residential purposes, but nothing herein shall be deemed to

prevent an Owner from leasing his or her residence to a single family, subject to these covenants and restrictions.

All Owners leasing or renting their Lots shall incorporate the following provision in their lease or rental agreements:

The Leased Premises are a part of a Subdivision. All persons occupying property in Deer Lakes are required to

observe the Covenants and Restrictions of the Deer Lakes Owners' Association. Copies of all Covenants and

Restrictions are to be obtained from the Landlord.

In addition, all Owners leasing their Lots are required to provide the Association with a copy of the lease

and the names and addresses of the Landlord and the Tenant.

Section 3. Notice of Conveyance.

At any time an Owner conveys his Lot, he and the transferee shall be jointly obligated to notify the Association

of the transferee's name, mailing address and date of transfer.

Section 4. Others' Use.

Any Owner may share his right of enjoyment to the Common Area and facilities with the members of his family,

his tenants, or visiting guests so long as same observe and abide by these covenants and restrictions.

Section 5. Damage by Lot Owners including Builders.

The Owner of a Lot including Builders shall be responsible for any expense incurred by the Association or the

Developer to repair or replace Common Area vegetation and topography, right-of-ways, swales, drainage

facilities and utility lines when such repair or replacement is necessary as a result of the negligent or intentional

acts or omissions of the Owner, his family, tenants, guests, agents or invitees. This shall specifically include

repairs or replacements resulting from the actions of the Owner's contractor in constructing any improvements

on the Owner's Lot. Any such expense if not paid upon demand shall be added to the Assessment to which the Owner's Lot is subject and shall be due and payable in the same manner as the Assessments provided for in these covenants.

Section 6. Motor Boat Use Restriction.

Only man-powered, wind propelled or electric operated boats may be used on any lakes or retention areas situated in the Subdivision. No such vessels nor any other vessels may be used in wetland areas within the Conservation Easement Areas.

Section 7. Conservation Easement Areas.

Pursuant to the provisions of Section 704.06, Florida Statutes, Developer hereby voluntarily grants and conveys to the St. Johns River Water Management District (the ADistrict@) a conservation easement in perpetuity over the Conservation Easement Areas (the AConservation Easement@). Developer fully warrants title to said

Conservation Easement Areas, and will warrant and defend the same against the lawful claims of all persons whomsoever. Developer grants this Conservation Easement as a condition of its permit issued by the District (the APermit@), solely to off-set adverse impacts to natural resources, fish and wildlife, and wetland functions.

The purpose of this Conservation Easement is to assure that the Conservation Easement Areas will be retained forever in their existing natural condition and to prevent any use of the Conservation Easement Areas that will impair or interfere with the environmental value of these areas. Any activity in or use of the Conservation Easement Areas inconsistent with the purpose of this Conservation Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited:

(a) The construction, installation or placement of signs, buildings, fences, walls, roads or any other structures and improvements on or above the ground of the Conservation Easement Areas; and

(b) The dumping or placing of soil or other substances or materials as landfill or the dumping or placing of trash, waste or unsightly or offensive materials; and

(d) The excavation, dredging or removal of loam, peat, gravel, rock, soil, or other material substance in such a manner as to affect the surface of the Conservation Easement Areas; and

(e) Surface use, except for purposes that permit the land or water area to remain in predominantly natural condition; and

(f) Activities detrimental to drainage, flood control, water conservation, erosion control, soil conservation, or fish and wildlife habitat preservation, and

(g) Acts or uses detrimental to such retention of land or water areas.

(h) Acts or uses detrimental to the preservation of the structural integrity or physical appearance of sites or properties of historical, architectural, archaeological, or cultural significance. The Conservation Easement Areas hereby created and declared shall be perpetual.

The Developer, the District, and their successors and assigns shall have the right to enter upon the Conservation Easement Areas at all reasonable times and in a reasonable manner, to assure compliance with the aforesaid prohibitions and restrictions.

The Developer, the Association, and all subsequent owners of the Conservation Easement Areas shall be responsible for the periodic removal of trash and other debris which may accumulate on such Conservation Easement Areas.

The prohibitions and restrictions upon the Conservation Easement Areas as set forth in this Section may be enforced by the St. Johns River Water Management District or its successor agency by proceedings at law or in equity including, without limitation, actions for injunctive relief. The provisions of this Conservation Easement Area restriction may not

be amended without prior approval from the St. Johns River Water Management District.

All rights and obligations arising hereunder are appurtenances and covenants running with the land of the Conservation Easement Areas, and shall be binding upon and shall inure to the benefit of the Developer, the District, and their successors and assigns. Upon a District-authorized transfer of the Permit and upon conveyance by the Developer to third parties (including the Association) of any land affected by this easement, the Developer shall have no further liability or responsibility hereunder, provided the deed restriction covering the Conservation Easement Areas is properly recorded.

District's Discretion. The District may enforce the terms of this Conservation Easement at its discretion, but if Grantor breaches any term of this Conservation Easement and the District does not exercise its rights under this Conservation Easement, the District's forbearance shall not be construed to be a waiver by the District of such term, or of any subsequent breach of the same, or any other term of this Conservation Easement, or of any of the District's rights under this Conservation Easement. No delay or omission by the District in the exercise of any right or remedy upon any breach by Grantor shall impair such right or remedy or be construed as a waiver. The

District shall not be obligated to Grantor, or to any other person or entity, to enforce the provisions of this Conservation Easement.

District's Liability. Grantor will assume all liability for any injury or damage to the person or property of third parties which may occur in the Conservation Easement Areas arising from Grantor's ownership of these areas. Neither Grantors, nor any person or entity claiming by or through Grantors, shall hold the District liable for any damage or injury to person or personal property which may occur in the Conservation Easement Areas.

Acts Beyond Grantor's Control. Nothing contained in this Conservation Easement shall be construed to entitle the District to bring any action against Grantor for any injury to or change in the Conservation Easement Areas resulting from natural causes beyond Grantor's control, including, without limitation, fire, flood, storm and earth movement, or from any necessary action taken by Grantor under emergency conditions to prevent, abate or mitigate

significant injury to the Conservation Easement Areas or to persons resulting from such causes.

Section 8. Maintenance and Operation of Surface Water and Stormwater Management System.

The Association shall be responsible for the maintenance, operation and repair of the surface water or stormwater management system. Maintenance of the surface water or stormwater management system(s) shall mean the exercise of practices which allow systems to provide drainage, water storage, conveyance or other surface water to stormwater management capabilities as permitted by the St. Johns River Water Management District. The

Association shall be responsible for such maintenance and operation. Any repair or reconstruction of the surface water or stormwater management system shall be as permitted, or if modified, as approved by the St. Johns River Water Management District.

The St. Johns River Water Management District shall have the right to enforce, by a proceeding at law or in equity, the provisions contained in this Declaration which relate to the maintenance, operation and repair of the surface water or stormwater management system.

Section 9. Maintenance of Drainage Easements.

It shall be the duty of the Association to maintain the drainage easements if said duty is not assumed by any governmental agency pursuant to any dedication agreement. Said duty shall include the obligation to cut grass, cut any trees, bushes or shrubbery, make any gradings of the soil, or take any other similar action reasonably necessary to maintain reasonable standards of health, safety and appearance. Drainage flow shall not be obstructed or diverted from drainage easements. Developer may but shall not be required to add drainage for surface water wherever and whenever necessary to maintain reasonable standards of health, safety and appearance; provided, however, any maintenance, clearing, grading or cutting of drainways must be as permitted, or as approved by St. Johns River

Water Management District and Brevard County pursuant to a permit modification.

ARTICLE V

Covenant for Assessments

Section 1. Assessments.

(a) All Lots shall be subject to regular and special assessments as herein provided in order to fund the costs of fulfilling the purposes of the Association. In the event of a conveyance, the grantee is jointly and severally liable with the grantor for all assessments outstanding against the grantor and subject Lot, without prejudice to any right the grantee may have to recover from the grantor any amounts paid by the grantee.

Each Lot Owner is deemed to covenant and agree by acceptance of a deed to a Lot to pay all assessments and no Lot Owner may waive or avoid responsibility for payment of any assessment by not using his Lot or the Common Areas or by disputing the purpose of the assessment or for any other reason. So long as Declarant is a Class B member, Declarant shall have the option in its discretion to pay either its proportion of regular or special assessments, or any operating expenses incurred by the Association that exceed the assessments and other income receivable by the Association.

(b) Both regular and special assessments must be fixed at a uniform rate per Lot subject to assessments and may be collected monthly, quarterly or regularly as determined by the Board of Directors. As to any individual Lot or Lot Owner who has not paid an assessment when due or is in violation of these Covenants and Restrictions, however, the amount of the assessment outstanding shall be increased by interest, late charges, costs, fines, damages and attorneys fees, as referenced throughout this Declaration.

(c) Assessments shall also be used for the maintenance and repair of the surface water or stormwater management systems including but not limited to work within retention areas, drainage structures and drainage easements.

Section 2. Regular Assessments.

The Board of Directors shall fix the amount and the due date of the regular assessments, and so notify the Owners. Initially, regular assessments shall be payable in quarterly installments, payable when the Owner takes title and prorated from that date to the end of the calendar quarter, provided however, that the Board of Directors may subsequently alter the billing period at any time without prior notice.

Section 3. Date of Commencement of Regular Assessments.

The regular assessments for each Lot shall become payable upon conveyance of that Lot to a Class A Member. Builders may become liable for regular or special assessments prior to receiving conveyanceof a Lot, as may be provided by contract between Developer and the Builders.

Section 4. Special Assessments.

The Board of Directors may levy a special assessment to pay in whole or in part for the cost of any shortfall in the regular budgeted operating revenues, or for any repair or replacement of an existing capital improvement, or for the construction/acquisition of a new capital improvement, without concurrence of the Owners, unless the cost of such repair/replacement/ acquisition/ construction is "major". "Major" as referenced herein shall

be defined to mean that the amount of the proposed special assessment per Owner, plus any other special assessments levied during that same fiscal year, exceeds 25% of the then current year's total regular assessments. Any "major" capital improvements shall require the special assessment to be approved by a majority of the total membership vote. The Board of Directors may also levy special assessments without limitation or the concurrence of any Owner to pay for the cost of maintenance or enforcement of these covenants and

restrictions with regard to specific lots; any such assessment shall be levied against the Owner of such lot. Special assessments shall be payable at such time and place determined by the Association and stated in the assessment notice.

Section 5. Maximum Regular Assessment.

Until January 1, 2003, the regular assessment shall be $90.00 per Lot per month, billed quarterly ($270.00) based upon the calendar quarters and due the 1st day of the first month of each calendar quarter (January, April, July and October).

(a) From and after January 1, 2003, the regular assessment shall be set by the Association and may be increased each year by up to 10% percent above the maximum allowable assessment for the previous year without a vote of the Association membership. "Maximum allowable assessments" as referred to herein shall be calculated by assuming a cumulative 10% increase per year from and after the year 2002.

(b) From and after January 1, 2003, the maximum regular assessment may be increased by more than the said ten (10%) percent by a vote of two-thirds (2/3) of the Association membership at a meeting duly called for such purpose.

ARTICLE VI

Enforcement Provisions

Section 1. Non-Payment of Assessment.

(a) Any regular or special assessment not paid within 30 days after the due date shall accrue an administrative late charge of $25.00 or 5% of the amount due, whichever is greater, plus interest beginning 30 days from the due date at the rate of 18% per annum until paid. Said late charge and interest shall be added to and become a part of the assessment on the Lot.

(b) Said assessment shall be payable forthwith upon demand. In the event the Association has expended funds in connection with attempting to collect such assessment, then the funds so expended shall become an additional assessment upon the Lot enforceable as provided herein for unpaid assessments. Any unpaid assessment shall constitute a lien upon the subject Lot. The Association may bring an action against the Owner of the Lot

personally for payment of the assessment and may also enforce its lien for the assessment by foreclosure or any other means available under the law. In any action to enforce collection of any assessments, the prevailing party shall be entitled to recover reasonable attorney's fees and costs, including attorney's fees and costs on appeal. The Association may in its sole discretion waive payment of some or all of the late charges, interest, attorneys fees and costs on any assessment, but may not waive payment of the assessment.

Section 2. Violation and Enforcement of Restrictions and Covenants.

(a) The Association 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 to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter.

(b) Upon learning of an alleged violation, the Association shall give the Owner a written notice to cure same within a reasonable time. If the Owner fails to do so, the Association shall notify the Owner by certified return receipt mail that a hearing will be held at a specified time, date and place (not sooner than 14 days from the date of the notice) to hear evidence of the alleged violation and to hear the Owner’s rebuttal of such evidence, and that if a violation is found, the Owner may be fined and the Owner's Lot be subject to a lien for such fine together with any costs expended by the Association for notice, investigation, attorneys' fees and costs, and curative actions the Association may take, including but not limited to demolition and/or storage costs for any construction or items placed on a Lot in violation of this Declaration.

(c) The Board shall appoint a Hearing Committee of at least three (3) persons to hear evidence of the alleged violation and to hear the Owner’s rebuttal of such evidence. Should the Hearing Committee determine that a violation has occurred, the Hearing Committee may in its sole discretion decide (i) to give the Owner additional time to cure the violation without imposition of any fine; (ii) provide a period of time in which to cure the violation, failing which a fine will automatically begin to apply and continue until the violation is cured; (iii) impose a fine, effective immediately, to continue until the violation is cured; (iv) upon a finding that the violation has occurred but has been remedied as of the date of the hearing, to impose a fine for the past violation; or (v) upon a finding that the violation has occurred but has been remedied as of the date of the hearing, impose no fine. Each day that the violation has continued shall be deemed a separate violation and subject to a separate fine. The amount

of the fine for each violation is $50.00 per day at the time of filing this Declaration, but said amount may be increased from time to time by the Board of Directors without vote of the Association or amendment of this Declaration.

(d) The Association shall have the authority, but is not obligated, to cure any violation through whatever action it deems reasonable, and the expenses of such curative actions including but not limited to demolition and/or storage costs for any construction or items placed on a Lot in violation of this Declaration, plus any costs expended by the Association for notice, investigation, and attorneys' fees and costs, shall be chargeable as a special assessment to the Owner of the Lot on which or in connection with which the violation has occurred.

(e) Fines and special assessments levied pursuant to this section shall constitute a lien upon the subject Lot.

The Association may bring an action against the Owner of the Lot personally for payment of the lien and may also enforce its lien by foreclosure or any other means available under the law. In any action to enforce collection of any assessments, the prevailing party shall be entitled to recover reasonable attorney's fees and costs, including attorney's fees and costs on appeal.

Section 3. Creation of Lien for Assessments and Fines.

(a) Assessments (including any increases in same due to late charges and interest), fines, cost for notice and investigation, the expense of any curative actions, and attorneys’ fees and costs, shall be a charge upon each Lot and a continuing lien thereon until paid. The lien will become effective from and after recording a Claim of Lien in the Public Records of Brevard County, Florida, stating the Lot description, the name of the record Owner, the amount due, the due date, and any ongoing accruals. The lien will remain in effect until all sums due to the Association have been fully paid, and the Association is hereby authorized to take

any and all actions provided in law or equity including foreclosure upon the Lot to collect such sums. Any payment received by the Association shall be applied first to any interest due the Association by that payor, then to any administrative late charge, then to any costs and attorney's fees incurred in collection, and then to the outstanding assessment or fine. The foregoing shall be applicable notwithstanding any restrictive endorsement, designation or instruction placed on or accompanying a payment.

(b) All Lots shall be sold subject to the terms and provisions of the continuing lien described in this Section.

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 specific 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.

ARTICLE VII

Rights Reserved by Developer

Section 1. Eminent Domain.

If all or part of any Common Area is taken by eminent domain, Developer shall be entitled to the proceeds therefor and no claim shall be made by the Association or any Owner other than Developer for any portion of any award.

Section 2. Easements for Utilities.

The Developer reserves a perpetual easement on, over and under all easements within the Subdivision and Common Areas shown on the subdivision plat for construction and maintenance of electric and telephone poles, wires, cables, conduits, water mains, drainage lines or drainage ditches, sewers, irrigation lines, roadways, natural gas, cable television, and other conveniences or utilities. To the extent permitted by law, and so long as the Lot is owned by the Developer, the Developer may grant an exclusive easement over

each Lot for the installation and maintenance of radio and television cables within the Subdivision. Subsequent Owners of Lots subject to the easements reserved in this paragraph shall acquire no right or interest in utility or cable television equipment placed on, over or under the portions of the Subdivision which are subject to said easements.

All easements reserved by Developer are and shall remain private easements and the sole and exclusive property of the Developer, to be held or else conveyed in Developer's discretion to utility companies, the Association, or appropriate government agency.

Section 3. Drainage.

Drainage flow shall not be obstructed or diverted from drainage easements. Developer may but shall not be required to cut drainways for surface water wherever and whenever necessary to maintain reasonable standards of health, safety and appearance; provided, however, any maintenance, clearing, grading or cutting of drainways must be permitted or as approved by the St. Johns Water Management District and Brevard County pursuant

to a permit modification. Except as provided in this Section, existing drainage shall not be altered so as to divert the flow of water onto an adjacent Lot or into sanitary sewer lines.

Section 4. Maintenance Easement.

The Developer reserves an easement within all designated drainage and utility easements in, on, over and upon each Lot for the purpose of preserving, maintaining or improving the Common Areas.

Section 5. Developer Rights Regarding Temporary Structures, Etc.

Developer reserves the right to erect and maintain temporary dwellings, model houses, and/or other structures upon Lots owned by Developer or Developer's assignee and to erect and maintain such commercial and display signs and devices as Developer, in its sole discretion, deems advisable. Developer reserves the right to do all acts necessary in connection with the construction of such improvements on the Lots. Nothing contained in

these covenants and restrictions shall be construed to restrict the foregoing rights of the Developer.

Section 6. Further Restrictions.

Developer reserves the right to impose further restrictions and to grant or dedicate additional easements and rights-of-way on any Lot in the Subdivision owned by Developer and on the Common Areas, so long as the easements granted by Developer shall not materially or adversely affect any improvements or unreasonably interfere with use of the Common Areas.

ARTICLE VIII

General Provisions

Section 1. Severability and Interpretation.

Invalidation of any of these covenants or restrictions by judgment or court order shall in no way affect any other provisions hereof, which shall remain in full force and effect. Should any conflict in interpretation arise between the provisions of this Declaration and of the Articles of Incorporation, the provisions of this Declaration shall prevail.

Section 2. Duration, Modification and Amendment.

Except as the same may be changed, modified or amended as provided for hereafter, the covenants and restrictions of this Declaration shall run with and bind the land for a term of twenty (20) years from the date this Declaration is recorded, at which time they shall be automatically extended for successive periods of ten (10) years, unless modified or terminated by a duly recorded written instrument executed in conformance

with the requirements described below. So long as Declarant is a Class B member of the Association, the Declarant may, in its sole discretion and without any notice to or vote by other Lot Owners, change, modify or amend any provision of this Declaration

in whole or in part by executing a written instrument making such changes and having the same duly recorded in the Public Records of Brevard County, Florida.

At any time after the Declarant is no longer a Class B member, the covenants, agreements, conditions, reservations, restrictions, and charges created and established herein may be waived, abandoned, terminated, modified, altered or changed only upon notice to all members of the Association and with the approval of two-thirds

(2/3) of the total eligible membership vote. Such action may be taken at any annual or special meeting of the Association, so long as notice of such proposed action is given with notice of the meeting and the requisite number of votes are received. Any such proposed action must be initiated in the same manner as amendments to the By-Laws of the Association. No such waiver, abandonment, termination, modification or alteration shall become effective until a properly executed instrument in writing shall be recorded in the Public Records of Brevard County, Florida.The foregoing notwithstanding, any amendments to the covenants and restrictions which alter the surface water or stormwater management system, beyond maintenance in its original condition, including the water management portion of the Common Areas, must have the prior approval of the St. Johns River Water Management District.

Section 3. Federal Housing Administration (FHA) or Veterans Administration (VA) Approvals.

So long as there is a Class B membership the following actions shall require the prior approval of the FHA or VA agencies: annexation of additional properties outside the boundaries of the Subdivision, dedication of Common Areas to other than the Association or Brevard County, or encumbrance of a Common Area,

provided such approval is not unreasonably withheld by the FHA or VA.

Section 4. Mortgage or Conveyance of Common Area.

In addition to any approvals required of the St. Johns Water Management District, the FHA or VA, any mortgage or conveyance of a Common Area or any portion thereof shall require the approval of at least two-thirds (2/3) of the total membership vote.

Section 5. Future Development Within the Project.

The Declarant reserves to itself the sole and absolute right to determine the timing, method of ownership, and manner of development of any and all phases of the Subdivision and the addition of other property to the Subdivision. In no event shall any provision of this Declaration be construed as imposing upon the Declarant any obligation whatsoever to submit to the jurisdiction of the Association or vote of the members or provisions

of this Declaration any additional property, improvements or lots other than those herein described. No consent of the Lot Owners shall be required to add any lands, improvements or portions of additional property to the jurisdiction or ownership of the Association or to subject the same to provisions of this Declaration.

Section 6. Expandable Association.

(a) Upon the recordation of this Declaration of Covenants and Restrictions for Deer Lakes subdivision, the Association shall have as members all Owners of Lots in that portion of the Subdivision to which this Declaration has been made applicable, and said portion shall be subject to the jurisdiction of the said Association, the provisions of this Declaration of Covenants and Restrictions, and the terms of the Articles of Incorporation

and By-Laws of the Association, as amended from time to time.

(b) If the Declarant elects to submit additional phases of the Subdivision to this Declaration and to the jurisdiction of the Association, the owners of lots included therein shall also be Members of the Association, and shall enjoy the use of and contribute toward the costs of maintenance, repair and operation of the Common Areas on an

equal basis with all other Owners.

(c) Any additions of portions of the Subdivision which Declarant elects to submit to this Declaration shall be made by filing of record a supplementary declaration of covenants and restrictions with respect to the additional property, which if applicable shall extend these covenants and restrictions to such property, and provided if applicable that the FHA and VA have determined that the annexation is in accord with the general plan heretofore

approved by them.

(d) Such supplementary declaration may contain such complementary additions, deletions, and changes to this Declaration as may be required to reflect the different character, if any, of the added properties. In no event, however, shall such supplementary declaration revoke, or otherwise modify the covenants and restrictions established by this Declaration upon the existing subject properties unless properly amended in accordance with the amendment procedures set forth herein.

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has caused these presents to be executed in its name by its duly authorized officer, as of the date first set forth hereinabove.

Signed, sealed and delivered PINEDA CROSSING CORPORATION,

in the presence of: Declarant

_____________________________ By:____________________________

Witness: John H. Moynahan Jr., President

(SEAL)

_____________________________

Witness:

STATE OF FLORIDA )

COUNTY OF BREVARD )

The foregoing instrument was acknowledged before me this 24th day of September, 2001,

by John H. Moynahan Jr. who is personally known to me and who did take an oath.

Witness my signature and official seal at Merritt Island, County of Brevard, Florida on

the day and year last aforesaid.

_/s/ Lisa F. Woods____________

(NOTARY)

(SEAL)