2. Townhome Name, Appurtenants, Possession and Enjoyment

(a) The name of this Townhome Addition is 4102 Bowser Townhomes Addition.

(b) There shall pass with each Unit as appurtenants thereto:

(i) fee simple title to said Unit;

(ii) an exclusive easement for the use of the air space occupied by the  Unit as it exists at any particular time and as the Unit may lawfully be altered or reconstructed from time to time;

(iii) membership in the Association;

(iv) an undivided interest in the assets of the Association.

(c) Each unit owner is entitled to the exclusive possession of his unit. He shall be entitled to the use of the Common Elements in accordance with the purposes for which they are intended, but no such use shall hinder or encroach upon the lawful rights of other Unit Owners. There shall be a joint use of the Common Elements and a mutual easement for that purpose is hereby created.

(d) Ownership of a given Unit shall not include pipes, wires, conduits or other public utility lines running through the Unit which are utilized for or serve one or more Units other than the subject Unit, which items are hereby made a part of the Common Elements. Unit Owners, however, shall Own the walls and partitions which are contained within the Units and interior decorated or finished surfaces of the perimeter walls, floors and ceilings, including plaster, dry walls, paint and wallpaper.

(e) Each Unit Owner shall own and shall be responsible for the maintenance, repair and replacement of the individual heating and air-conditioning equipment which services his Unit.

3. Restraint upon Separation.

Membership in the Association shall not be separated from the Unit and said membership shall pass with the title to the Unit.

4. Common Elements.

Common Elements include the following items:

(a) All the real property in the Townhome Addition, except the area containing Townhome Units, as depicted in Exhibit "B".

(b) All parts of the improvements which are not included within the Units.

(c) Easements through the Units for conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility service to Units and to the Common Elements.

(d) The foundations, bearing walls and columns (including any windows, doors and chimney's therein), roofs, ceilings. floors, entrances, exits or communication ways of the townhome buildings and an easement of support in every portion of a Townhome Unit which contributes to the support of the townhome buildings.

(e) Compartments or instillation's of central services such as power, light, electricity, telephone, hot and cold water, plumbing, water tanks and the like and all similar devices and instillation's existing for common use or for the furnishing of utilities service to one or more units other than the unit containing the installation.

(f) The property and installation in connection therewith required for furnishing of services, maintenance and repair to more than one Unit or the Common Elements.

(g) All common recreational facilities.

(h) All sidewalks, driveways and parking spaces.

(i) All other elements desirable or rationally of common use or necessity to the existence, upkeep and safety of the Townhome Project.

(j) All areas and elements not contained within a Unit and not defined or depicted elsewhere herein or in the exhibits hereto as Limited Common Elements shall be deemed to be general Common Elements.

5. Description of Property Submitted to Townhome Ownership:

(a) The legal description of the land hereby submitted to Townhome Ownership is set forth in Exhibit "A" attached hereto and made a part thereof.

(b) The identification, location and dimensions of each Unit and the Common Elements appear on Exhibit "B" and include sufficient detail to identify the Common Elements, the Units and their relative locations and approximate dimensions.

(c) Exhibits "C-1" through "C-8" attached hereto and made a part thereof are surveys of the land and a graphic description of the perimeter walls, floors, and ceilings of the improvements which make up the units, a legal description thereof and the Limited Common Elements appurtenant thereto.

6. Amendment to Plans.

(a) Alteration of Townhome Plans. Developer reserves the right to change the interior design and arrangements of all Units and to alter the boundaries of the Units so long as Developer owns the Units so altered. No such change shall effect the vested property rights of existing owners of Units without amendment of this Declaration. If more than one Unit is involved, the Developer shall apportion between the units the membership rights in the Association which are appurtenant to the Units concerned.

(b) Amendment of Declaration. The amendment of this Declaration reflecting such authorization alterations of the Units by Developer need be signed and acknowledged only by the Developer and need not be approved by the Association or the other Unit Owners: however, all unit owners of first mortgages must give their written consent prior to any change or amendment. Moreover, the change or amendment must be accompanied by revised Exhibit "B" and Exhibit "C" reflecting the change or amendment.

7. Ownership of Common Elements and Membership and Voting Rights in the Association.

(a) The Townhome Addition is hereby declared to contain eight (8) units.

(b) The Association shall own the Common Elements, which shall be conveyed to the Association by the Developer prior to or at the time of the conveyance by the Developer of the first unit.

(c) Each Unit shall have as an appurtenance to it a membership interest in the Association. The membership interests of the individual Units are as follows:
                                      2001      2002      2005      2007         2010  
Unit 1  -  14.798%   153.55   183.19   207.89      260         $299
Unit 2  -  11.933%   123.82   147.72   168.49      211           243
Unit 3  -  11.440%   118.71   141.63   160.72      201           243
Unit 4  -  11.440%   118.71   141.63   160.72      201           243
Unit 5  -  11.430%   118.60   140.27   160.58      201           243
Unit 6  -  11.450%   118.81   141.75   160.86      201           243
Unit 7  -  12.531%   130.03   155.13   176.04      220           243
Unit 8  -  14.978%   155.42   185.42    209.58     262           302  

The respective membership interest for each Unit is determined by the square footage of such Unit in relation to the total square footage of all the Units, as disclosed on the individual Unit surveys attached hereto as Exhibits "C-1" through "C-8".

(d) Each Unit is entitled to one (1) vote with respect to matters requiring or permitting the vote of Unit Owners.

(e) Each Unit is entitled to the right to the exclusive use of two (2) parking spaces as provided in Paragraph 28(b) hereof.
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6. Amendment of Declaration.

(a) The Declaration may be amended at any time by the Developer prior to the conveyance of six (6) units or five (5) years from the date hereof, which ever occurs sooner; however, the amendment shall not be in conflict with the requirements, rules and regulations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation. After said date, this Declaration may be amended by the affirmative vote of the Unit Owners of six (6) or more. All amendments shall be evidenced by a certificate executed by the Unit. Owners of said six (6) or more units and shall be recorded in the Deed Records of Dallas County, Texas; provided, however, that:

(i) no amendment shall change any Townhome Unit or a Unit's membership interest or the voting rights appurtenant to any Unit, unless the record owner thereof and all record holders or mortgages or other voluntarily placed liens thereon shall join in the execution of the amendment; and

(ii) no amendment shall be passed which shall impair the rights and priorities of any mortgagee without the written consent such mortgagee; each first mortgage shall be entitled to written notice from the Association of any proposed material amendment to the Declaration, the Articles of Incorporation or the Bylaws or any equivalent document prior to the submission of such proposed amendment to a vote of the Unit Owners; and

(iii) amendments to the Bylaws, as hereinafter provided for, shall be in accordance with the procedures for amendments contained therein, and

(iv) no amendment shall change the method of determining the obligations, assessments, dues or other charges which may be levied against a Unit, unless at least two-thirds (2/3) of the first mortgages (based upon one (1) vote for each first mortgage owned) and of the owners of the individual Townhome Units have given their respective prior written approval.

(b) Notwithstanding the provisions of the preceding subparagraph (a), the Declaration may be amended at any time by the Developer prior to the conveyance of the last Unit in the Townhome Addition in order to conform with the requirements, rules and regulations of the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation or both.

9. Bylaws.

The operation of the Townhome Addition shall be governed by the Articles of Incorporation of the Association and by the Bylaws of the Association, a copy of which is attached hereto and made a part thereof as Exhibit "D". No modification of or amendment to said Bylaws shall be deemed valid unless set forth in or annexed to a duly recorded amendment to this Declaration, No amendment to said Bylaws shall be adopted which shall effect or impair the validity or priority of any mortgage covering any Townhome Unit without joinder therein by the mortgagee affected by the change.

10. The Association, its Powers and Responsibilities.

(a) The operation of the Townhome Addition shall be vested in the Association.

(b) No Unit Owner, except an officer of the Association, shall have any authority to act for the Association.

(c) The powers and duties of the Association shall include those set forth in the Articles of Incorporation, Bylaws and this Declaration and shall include the following:

(i) The irrevocable right of access to each Unit, at reasonable hours as may be necessary for the maintenance, repair or replacement of any Common Elements or any Unit and at all hours for making emergency repairs necessary to prevent damage to the Common Elements or to other Units.

(ii) The power to levy and collect assessments and to maintain, repair and replace Common Elements.

(iii) The keeping of accounting records in accordance with the Bylaws.

(iv) The power to enter into contracts with others for the maintenance, management and repair of the Common Elements and in connection therewith to delegate the powers and rights herein contained, including that of levying and collecting assessments and perfacting and enforcing liens for nonpayment. The service and maintenance contracts referred to herein may delegate the Association's duty to maintain and preserve the landscaping, gardening, painting, repairing and replacement of the Common Elements, but shall not relieve each Unit Owner from his personal responsibility to maintain and preserve the interior surfaces of his Unit and to paint, clean, decorate, maintain and repair said Unit. Each Unit owner, his successors, heirs and assigns, shall be bound by any management contract, if any is executed, to the same extent and effect as if he had executed such contract for the purpose herein expressed, including, but not limited to, adopting, ratifying, confirming and consenting to the execution of same by the Association, covenanting and promising to perform each and every of the covenants, promises and undertakings to be performed by the Unit Owners as required under said contract, acknowledging that all of the terms and conditions thereof, including the managers fee, are reasonable, and agreeing that the persons acting as directors and officers of the Association entering into such a contract have not breached any of their duties or obligations to the Association by virtue of the execution of said contract. The management contract, if any, and the acts of the Board of Directors and officers of the Association in entering into such agreement are hereby ratified, confirmed, approved and adopted. Any management agreement entered into by the Association shall be terminable by either party without cause and without payment of a fee or penalty upon thirty (30) days written notice thereof, and the term of any such agreement may not exceed one (1) year, renewable by agreement of the parties for successive one (1) year periods. Each first mortgagee shall be entitled to written notice from the Association of any decision to terminate professional management and to assume self-management of the Townhome Addition.

(v) The power to adopt reasonable rules and regulations for the maintenance and conservation of the Townhome Addition and for the help, comfort, safety and welfare of the Unit Owners, all of whom shall be subject to rules and regulations.

(d) Unless more than at least two-thirds (2/3) of the first mortgagee's (based upon one (1) vote for each first mortgage owned) and of the owners of the individual Townhome Units have given their respective prior written approval, the Association shall not be entitled, by act or omission , to seek to abandon, partition, subdivide, encumber, sell or transfer the Common Elements, provided however, that the granting of easements for public utilities or for other purposes consistent with the intended use of the Common Elements by the Townhome Addition shall not be deemed a transfer within the meaning of this subparagraph. Each first mortgagee shall be entitled to written notice from the Association of any proposal to abandon the Common Elements, or any portion thereof, prior to the submission of such proposal to a vote of the Unit Owners.

11. Maintenance and Limitations upon Improvements.

(a) The Maintenance of the exterior walls and roofs of the Units and the Common Elements shall be the responsibility of the Association, except as to patios, balconies and yard areas which are declared to be Limited Common Elements and which shall be maintained by the Unit Owner enjoying exclusive use and control of each such patio, balcony or yard area. Fences enclosing the patios, balconies and yard areas are declared to be general Common Elements and are to be maintained by the Association.

(b) There shall be no material alteration or substantial additions to the Common Elements or Limited Common Elements, except in a manner provided herein or in the Bylaws.

(c) No Unit Owner shall make any alterations in those partitions of the improvements of the Townhome Addition which are to be maintained by the Association, remove any portion thereof, make any additions thereto, do any work which would jeopardize the safety or soundness of the buildings or impair any easement.

(d) The Association shall not, by act or omission, change, waive or abandon any scheme of regulation or enforcement pertaining to the architectural design or the exterior appearance of Units, exterior maintenance of the Units, and the maintenance of the Common Elements, unless at least two-thirds (2/3) of the first mortgagee's (based upon one (1) vote for each first mortgage owned; and of the owners of the individual Townhome Units have given their prior written approval.

12. Party Walls.

(a) General Rules of Law to Apply. Each wall which is built as a part of the original construction of the Townhome Units in the Townhome Addition and placed on a common property line between Units shall constitute a party wall, and to the extent not inconsistent with the provisions of this Declaration, the general rules of law regarding party walls and of liability for property damage due to negligence or willful acts or omissions shall apply thereto.

(b) Sharing of Repairs and Maintenance. The costs of reasonable repair and maintenance of a party wall not otherwise part of the Common Elements shall be shared equally by the Unit Owners who make use of the wall.

(c) Destruction by Fire or Other Casualty. If any portion of a party wall is destroyed or damaged by fire or other casualty and is not part of the Common Elements, all Unit Owners who have used he wall shall restore it; if the other Unit Owners thereafter make use of the wall, they shall contribute the cost of restoration thereof in proportion to such use, without prejudice, however, to the right of any such Unit Owners to call for a larger contribution from the others under the rules of law regarding liability for negligence or willful acts or omissions.

(d) Weatherproofing. Notwithstanding any other provision of this Declaration, a Unit Owner, who, by his negligence or willful act, causes the party wall to be exposed to the elements shall bear the cost furnishing the necessary protection against such elements.

(e) Right to Contribution Runs with Land. The right of any Unit Owner to contribution from any other Unit Owner under this paragraph shall be appurtenant to the land and shall pass to such Unit Owner's successors in title.

13. Encroachments.

In the event a portion of any Unit encroaches upon the Common Elements and facilitates (including any overhang), as a result of the construction, reconstruction, repair, shifting, settlement or movement of any portion of the Townhome Addition, a valid easement for the encroachment and for the maintenance of the same shall exist so long as the encroachment exists.

14. Common Expenses and Common Surplus.

(a) Funds for the payment of Common Expenses shall be assessed against Unit Owners as members of the Association in proportion to the respective membership interests assigned to their Units, as provided for in this Declaration.

(b) The common surplus shall be owned by the Association for the benefit of the members in proportion to their membership interests as provided for in this Declaration.

15. Assessments, Liability, Liens, and Priority, Interest, Collections.

(a) The Association, through its Board of Directors, shall have the power to determine and fix the sums necessary to provide for the Common Expenses, including the expenses allocable to services being rendered by a management company with whom the Association may contract. Such sums shall be designated as "assessments" and shall be assessed against the Townhome Units in accordance with the respective membership interest of each Townhome Unit, as provided for in this Declaration. A Unit Owner, regardless of how his title was acquired, shall be liable for all Assessments coming due while he is the owner of a Unit. Except as provided for of subparagraph (j) below, in a voluntary conveyance of a Unit, the Grantee shall be jointly and severally liable with the Grantor for all unpaid Assessments against the latter for his share of the Common Expenses up to the time of such voluntary conveyance.

(b) The liability for Assessments may not be avoided by waiver of the use or enjoyment of any Common Elements, services or recreation facilities, or by abandonment of the Unit against which the Assessment is made.

(c) Assessments not paid when due shall bear interest from the due date at the rate of ten percent (10%) per annum until paid.

(d) The Association shall have a lien upon each Townhome Unit to secure the personal obligation of each unit Owner for any unpaid Assessment and interest thereon. Such lien shall also secure reasonable attorney's fees incurred by the Association incident to the collection of such Assessment or enforcement of such lien. Assessments shall become due and payable within ten (10) days from the date each such Assessment is made unless otherwise specified in the Bylaws, and such Assessments shall become liens against the respective Townhome Units for their pro-rate share thereof at the time such Assessments become and payable unless otherwise specified by the Bylaws. All liens for Assessments made by the Association or by the Board of Directors, when authorized to do so, shall be prior to other liens, except that such liens for said Assessments shall be subordinate, secondary or inferior, and the same are hereby expressly made subordinate, secondary and inferior to (1) all liens for taxes or special assessments levied by the City, County and State governments or any political subdivision or special district thereof; and (2) liens securing amounts due or to become due under any mortgage, vendor's lien or deed of trust filed for record prior to the date payment of such Assessment for Common Expenses became due. All other lienors acquiring liens on any Townhome Unit after this Declaration shall have been recorded in said records shall be deemed to consent that such liens shall be inferior to future liens for Assessments, as provided herein, whether or not such consent be specifically set forth in the instruments creating such liens.

(e) To evidence a lien for sums assessed pursuant to this Paragraph, the Board of Directors of the Association or such officers of the Association as it's Board of Directors may designate, shall prepare a written notice of the lien setting forth the amount of the Assessments, the due date, the amount remaining unpaid, the name of the Owner of the Townhome Unit and a description of the Townhome Unit. Such notice shall be signed on behalf of the Association by such officer or officers of the Association as it's Board of Directors shall designate and shall be recorded in the records of the County Clerk of Dallas County, Texas. No notice of lien shall be recorded until there is a delinquency in payment of the Assessment. Such lien for unpaid Assessments shall attach from the date of the failure of payment of the Assessment. Such Assessment shall become delinquent thirty (30) days after the due date provided in the Assessment Notice.

(f) Liens for Assessments may be foreclosed by suit brought in the name of the Association in like manner as a foreclosure of a mortgage or real property without prejudice to and subject to the aforesaid prior liens, as in the case of a vender's lien or as is provided for foreclosure of a contractual deed of trust lien on real property under vendor's Annotated Civil Statutes of Texas, Art. 3810. No such foreclosure shall affect or impair any such prior liens. In any such foreclosure, the owner shall be required to pay the costs and expenses of such proceeding, the costs and expenses of filing the notice of lien and all reasonable attorney's fees. All such costs and expenses shall be secured by the the lien being foreclosed. The owner shall also be required to pay to the Association any Assessments against the Townhome Unit which shall become due during the period of foreclosure, and the Association shall be entitled to secure the appointment of a Receiver to collect the same. The Association shall have the right and power to bid on the Townhome Unit at the foreclosure sale or other legal sale and to acquire, hold, convey, lease, rent, encumber, use and otherwise deal with the same as the Owner thereof, and apply as a cash credit against its bid all sums due the Association secured by the lien being enforced.

(g) A release of lien shall be executed on behalf of the Association and shall be recorded in the Dallas County, Texas real estate records upon payment of all sums secure by a lien which has been made the subject of a recorded notice of lien.

(h) Any encumbrancer holding a lien on a Townhome Unit may, but shall not be required to, pay any amounts secured by the lien created by this paragraph, and upon such payment such encumbrancer shall be subrogated to all rights of the Association with respect to such lien, including priority.

(i) The Board of Directors may take such action as is deemed necessary to collect Assessments by either an impersonam action or lien foreclosure, or both and may settle and compromise the same if in the best interests of the Association.

(j) If the holder of a first mortgage of record or other purchaser of a Unit obtains title to the Townhome Unit as a result of foreclosure of said first mortgage, or if a first mortgagee of record accepts a deed to said Townhome Unit in Lieu of foreclosure, such acquirer of title, its successors and assigns, shall not be liable for the share of the Common Expenses or Assessments by the Association pertaining to such Unit or chargeable to the former Unit Owner which became due prior to acquisition of title as a result of the foreclosure or the acceptance of such deed in lieu of foreclosure. Such unpaid share of Common Expenses or Assessments shall be deemed to be Common Expenses collectible from all Unit Owners, including such acquirer, its successors or assigns.

(k) Upon the sale or conveyance of a unit, all unpaid Assessments against the selling Unit Owner for his prorata share of the Common Expenses and charges shall be first paid out of the sale price or by the purchaser in preference over any other Assessment or charges of whatever nature except the following:

(i) Assessments, liens and charges in favor of State and any political subdivision thereof for taxes due and unpaid on the Unit; and

(ii) Amounts due under vendor's lien obligations or notes secured by deeds of trust duly recorded.

Any person who acquires an interest in any Unit, except as specifically provided for in the proceeding subparagraph (j), shall not be entitled to occupancy of the Unit or enjoyment of the Common Elements until such time as all unpaid Assessments due and owing from the former owner have been paid. Provided, however, that any purchaser of a Unit upon request prior to his purchase shall be entitled to a statement from the Board of Directors as to the amount of the unpaid Assessments and charges against the particular Unit to be sold and purchased, and such purchaser shall not be liable for, nor shall the Unit sold be subject to any lien for, any unpaid Assessments or charges made by the Association against the Seller or his Unit in excess of the amount set forth in said statement for the period covered by such statement.

(l) The Association acting by and through its Board of Directors, shall have the right to assign its claim for any unpaid Assessments, and the lien securing said claim, to the Developer or to any Unit Owner or group of Unit Owners, or to any third party.

(m) Nothing contained herein shall abridge or limit the rights or responsibilities of mortgages of Units.

16. Termination of Townhome.

(a) Each first mortgagee shall be entitled to written notice from the Association of any proposal to terminate the Townhome Addition. If all Unit Owners and all holders of liens and mortgages upon the Townhome Units execute and duly record an instrument terminating the Townhome Addition, or if "major damage" occurs as defined in the insurance clauses hereunder, said Townhome Addition shall deemed to be subject to termination of individual ownership by Unit Owners and by the Association and thereafter shall be owned in common by the Unit Owners. The undivided interest in the Townhome Addition owned in common by each Unit Owner shall be the percentage of the membership interest previously owned by Members of the Association.

(b) If the owners of six (6) Units elected to terminate and all holders of first mortgages consent in writing to such termination, the electing owners shall have the option to buy the Units of the other owners for a period of sixty (60) days from the date of the meeting wherein the action to terminate was resolved. The purchase the price shall be the fair market value of the units as determined by arbitration under rules of the American Arbitration Association. The price shall be paid in cash within thirty (30) days of the determination of same and shall be distributed to the non-electing owners and their mortgages as their interests may appear.

17. Equitable Relief.

(a) In the event of major damage to or destruction of all or a substantial part of the Townhome Addition and the Addition is not repaired, reconstructed or rebuilt within a reasonable period of time, any Unit Owner shall have the right to petition a court of equity having jurisdiction in and for Dallas County, Texas, for equitable relief.

18. Limitation of Liability.

(a) The liability of each Unit Owner for Common Expenses shall be limited to the amounts assessed against him in accordance with this declaration.

(b) A Unit Owner shall not be personally liable for any damages caused by the Association or in connection with the use of Common Elements. A Unit Owner shall be liable for injuries or damages resulting from an accident in his own Unit to the same extent and degree that the owner of a single family dwelling would be liable for such an occurrence.

19. Liens.

(a) With the exception of liens which may result from the initial construction of this Townhome Addition, no liens of any nature may be created subsequent to the recording of this Declaration against the Townhome Addition or the Common Elements (as distinguished from individual units) without the consent of two-thirds (2/3rds) of the Unit Owners.

(b) Unless a Unit Owner has expressly requested or consented to work being performed or materials being furnished to his Unit, such labor or materials may not be the basis for the filing of a lien against the same. No labor performed or materials furnished to the Common Elements shall be the basis for a lien thereon unless authorized by the Association, in which event the same may be the basis for filing of a lien against all Townhome Units in a proportion equal to the membership interest of the owners in the Association.

(c) In the event a lien against two or more Townhome Units becomes effective, each owner thereof may release his Townhome Unit from the lien by paying the proportionate amount attributable to his Townhome Unit in relation to the total number of Units effected by the lien. Upon such payment, it shall be the duty of the lienor to release the lien of record for such Townhome Unit.

20. Remedies for Violation.

(a) Each Unit Owner shall be governed by and conform to this Declaration and the Bylaws. Failure to do so shall entitle the Association or any other Unit Owner to recover damages or obtain injunctive relief or both, but such relief shall not be exclusive of other remedies provided by law.

21. Easements.

(a) Owners of Units shall have as an appurtenance to their Units a perpetual easement for ingress and egress to and from their Units over and upon stairs, terraces, balconies, walks and other Common Elements.

(b) All Townhome Units shall be subject to perpetual easements for encroachments presently existing or which may be hereafter be caused by settlement or movement of the Townhome Buildings or minot inaccuracies in construction, which easements shall continue until such encroachment no longer exists. If the Townhome Addition, or any portion thereof, should be destroyed and then rebuilt, encroachments due to construction shall be permitted and a valid easement for such encroachment shall exist.

(c) Easements are reserved throughout the Townhome Addition as may be required to provide utility service in order adequately to serve the Units and the Common Elements; provided however, that such easements through a Unit shall be in accordance with the plans and specifications for the Townhome Buildings, or as the Buildings are constructed, unless otherwise approved in writing by the Owner of such Unit.

(d) An easement is created for pedestrian traffic over, through and across sidewalks, paths, walks and lanes, as the same may from time to time exist upon the Common Elements, and for the vehicular traffic over , through and across such portion of the Common Elements as may from time to time be paved and is intended for such purposes, but the same shall not give or create in any person the right to park upon any portions of the Townhome Addition except those areas specifically assigned for same.

22. Membership in Association.

(a) The Association was created to perform the acts and duties desirable in connection with the management of the Units and Common Elements and to levy and enforce collection of Assessments necessary to perform said acts and duties.

(b) All Unit Owners shall automatically be Members of the Association, and said membership shall terminate when a given Owner no longer Owns his Unit.

(c) Where a Unit is owned by more than one person (individual or corporation), such owners shall be entitled collectively to one (1) vote; exercise of such joint voting rights shall be a provided for in the Bylaws. Whenever reference is made in this Declaration or in the Bylaws to votes by Members of the Association or by the Unit Owners, such voting shall be on the basis of one (1) vote per Unit, regardless of the total number of owners of the Unit.

23. Annual Budget; Financial and Account Procedures and Notices.

(a) The Board of Directors of the Association shall approve an annual budget in advance for each fiscal year, which budget shall project anticipated income and estimated expenses in sufficient detail to show separate estimates for taxes, if any, insurance for the Common Elements and other reasonable and necessary expenses.

(b) The annual assessment shall initially be broken into two (2) equal parts, payable in advance, semi-annually, on the first day of January and July, but the Board of Directors shall have the power to establish other collection procedures, so long as the assessment is payable in regular installments rather than by special assessment. The semi-annual assessment, or such other periodic assessments as the Board shall collect on a regular basis, shall include an adequate reserve fund for maintenance, repairs and replacement of those elements of the Common Elements that must be replaced on a periodic basis. In Addition, the Association shall have the power to levy special assessments against each Unit if a deficit should develop for the payment of Common Expenses or if capital improvements are approved by the owners as provided for in the Bylaws.

(c) Each first mortgage holder shall be entitled to the following:

(i) To inspect the books and records of the said Association during normal business hours of the said Association.

(ii) To receive an annual audited financial statement of the Association within ninety (90) days following the end of any fiscal year of the Association.

24. Transfer or Lease of Townhome Unit.

(a) Each Unit Owner or the estate of such Unit Owner shall furnish the Board of Directors with that reasonable information which, in it's sole discretion, the board deems necessary for the efficient operation of the Townhome Addition and the Association, concerning each transferee to whom an ownership interest in a Unit is transferred, whether such transfer is by sale, exchange, gift, devise, descent, or any form of voluntary or involuntary transfer; until the required information is furnished, the Board is not required to recognize or to deal otherwise with such transferee as a Unit Owner, but may continue to recognize the transferor as Unit Owner for all purposes regarding operation of the Townhome Addition and the Association.

(b) Any lease between a Unit Owner and a Lessee shall be required to provide that the terms of the lease shall be subject in all respects to the provisions of this Declaration, Articles of Incorporation and the Bylaws and that any failure of the Lessee to comply with the terms of such documents shall be a default under the lease. All leases shall be required to be in writing, Other than the foregoing, there shall be no restriction on the right of any Unit Owner to lease his unit.

25. Term of First Board of Directors.

(a) The first Board of Directors of the Association shall remain in office and the Developer will control the operation of the Townhome Addition and Association until total votes outstanding in Class A membership equals the total votes outstanding in Class B membership, as described in paragraph 34 hereof, or until developer elects to turn over control to the Unit Owners, or for a period of three (3) years from the date hereof, whichever shall first occur. Upon the happening of any of said events, a special meeting for the purpose of electing directors will be held upon proper notice to all members pursuant to the Bylaws the election shall take place in accordance with the procedures set forth in the Bylaws and shall occur within one hundred twenty (120) days after the happening of the first of said events.

26. Obligations of Members.

(a) Promptly pay the Assessments levied by the Association.

(b) Maintain his Unit in good condition and repair (including all interior surfaces within or surrounding his unit such as the surface of the walls, ceilings, floors, whether or not a part of the Unit or Common Elements), maintain and repair the fixtures therein and pay for all utilities which are separately metered to his unit.

(c) Not use or permit the use of his Unit for any purpose other than a single family residence for himself, members of his family and social guests, no alter, subdivide, partition or convert his Unit into more than one dwelling Unit.

(d) Keep only those pets, birds or other animals in his Unit which do not violate regulations established by the Association. Such pets and small caged birds are permitted, but only in the individual Units or when pets are leashed and they shall not be permitted in the area of recreation facilities. The Association shall have the power to change these regulations from time to time, but if pets have been permitted prior to the change in regulations, such change shall not affect the rights of the Unit Owners to keep such previously permitted pets.

(e) Not permit or suffer anything to be done or kept in his Unit which will increase the insurance rates of his Unit or Common Elements, or which will obstruct or interfere with the rights of any other Unit Owners or disturb them by unreasonable noises or otherwise permit any nuisance, immoral or illegal act in his Unit or the Common Elements.

(f) Conform to and abide by the Bylaws and the rules and regulations in regard to the use of his Unit and Common Elements which may be adopted in writing from time to time by the Board of Directors of the Association.

(g) Make no alteration, decoration, repair, replacement or change of the Common Elements or to any outside or exterior portion of the Townhome Buildings without permission of the Board of Directors.

(h) Allow the Board of Directors and the agents and employees of the Association and the management company, if any, to enter his Unit for the purpose of maintenance, inspection, repair or replacement of the improvements within his Unit or the Common Elements, or to determine whether any violation of this Declaration is being committed.

(i) Display no sign, advertisement or notice of any type except a "For Sale" or "For Rent" sign not larger than 18" x 24", upon the Common Elements or his Unit, and erect no exterior antennae or aerials except as provided in the regulations promulgated by the Association.

(j) Make or permit no repairs to any plumbing or electrical wiring within a Unit except by plumbers or electricians authorized to do such work by the Association. Plumbing and electrical repairs within a Unit shall be the obligation of and shall be paid for by each Unit Owner. The Association shall pay for and be responsible for plumbing repairs and electrical wiring to the Common Elements.

(k) Render his Townhome Unit for the purpose of ad valorem taxes to the respective taxing authorities having jurisdiction for corporate assessment against his Unit.

(l) Place no screens, jalousies or other enclosures on balconies or other parts of the Townhome Buildings, even though such areas may be Limited Common Elements, without the permission of the Board of Directors.

(m) Park no commercial trucks, trailers, or inoperative vehicles of any sort in the parking spaces of the Townhouse Project and otherwise not place or allow to be placed in any parking space any object other than a motor vehicle intended for personal use by Unit Owners, their guests and tenants.

27. Enforcement of Maintenance.

(a) In the event that a Unit Owner fails to maintain his Unit as required herein or otherwise violates the provisions thereof, the Association shall have the right to assess the Unit Owner and that Unit for the sums necessary to restore the Unit to good condition, to collect such Assessment and have a lien for same as it is otherwise provided herein. After such assessment. the Association shall have the right to have it's employees or agents enter the Unit and do the work necessary to enforce compliance with the above provisions.

28. Limited Common Elements and Parking Spaces.

(a) There are Limited Common Elements appurtenant to Units in this Townhome Addition, as reflected by Exhibits "B" and "C" which include, but are not limited to, patios, balconies and yard areas which will be specifically designated and delineated. These Limited Common Elements are reserved for the use of the Units to which they are appurtenant or assigned to the exclusion of other Units, and there shall pass with a Unit the exclusive rights to use the Limited Common Elements so appurtenant or assigned thereto. Patios, balconies, and yard areas shall be maintained and repaired by the Owner of the Unit to which each patio, balcony and yard area is appurtenant. Other Limited Common Elements shall be maintained by the Association and the cost of Maintenance shall be a Common Expense to be paid out of assessments. Should a Unit Owner fail to maintain his patio, balcony or yard area, the Association may proceed as provided in paragraph 27 above. Fences enclosing patios, balconies and yard areas shall be treated as general Common Elements.

(b) Exhibit "B" attached hereto designates an area of the Common Element as parking spaces. Each Unit is entitled to the exclusive use of two (2) of the parking spaces shown on Exhibit "B" The Association shall make written assignment of two (2) specific parking spaces to each Unit at the same time of conveyance of such Unit by the Developer (the "Initial Assignment") in a manner to be determined by the Board of Directors, provided that changes in assignment of parking spaces from the Initial Assignment shall require approval by a majority of the Unit Owners. In all respects other than the right to the exclusive use granted hereby to the Units, the parking spaces shall be deemed to be general Common Elements, to be maintained as such and to be subject to the use restrictions contained herein and in the rules and regulations of the Association.

29. Insurance.

(a) Purchase of Insurance.
The Association shall obtain an master policy for fire and extended coverage insurance, vandalism and malicious mischief insurance, insuring all of the insurable improvements within the Townhome Addition, together with such other insurance as the Association deems necessary, in a company with an "A" rating or better, in the amount which shall be equal to the insurable replacement value as determined annually. The Master Policy shall be in the name of "4102 Bowser Homeowners Association, Inc., a Townhome Addition, for the use and benefit of the individual owners." The mortgage clause shall be endorsed to include each mortgagee of a Townhome Unit and must provide that the insurance carrier or it's agent shall notify each mortgagee named at least ten (10) days in advance of the effective date of any reduction in or cancellation of the policy.

(b) Coverage.
(i) All buildings and improvements within the Townhome Addition shall be insured in an amount equal to the insurable replacement value, excluding foundation and excavation costs, and all personal property included in the Common Elements shall be insured for its insurable replacement value, said value to be determined annually by the Board of Directors of the Association. Such coverage shall afford protection against:

Loss or damage by fire or other hazard covered by a standard extended coverage endorsement and vandalism and malicious mischief; and

Such other risks as from time to time shall be customarily covered with respect to buildings similar in construction, location and use as to the Townhome Buildings including, but not limited to, special rick assessment.

(ii) Public Liability in such amounts and with such coverage as shall be required by the Board of Directors of the Association, including, but not limited to, premises liability, hired automobile and non-owned automobile coverage, including a cross-liability endorsement to cover liabilities of the Unit Owners as a group to a Unit Owner as well as the Association to any of its Members.

(iii) Workmen's Compensation insurance meeting all requirements of the laws of Texas if such insurance is required.

(iv) Fidelity Bond covering all funds held by the Association.

(v) Such other insurance as the Board of Directors of the Association shall determine from time to time to be desirable.

(c) Premiums.
Premiums upon insurance policies purchased by the Association shall be paid by the Association and assessed as Common Expenses, provided however, that the Association shall assess the insurance premium expense in advance and hold the assessment for upcoming premium payments in reserves designated as insurance reserves.

(d) Unit Owners Obligation.
Each Unit Owner shall have the obligation to purchase public liability insurance to protect himself against claims due to accidents within his Unit, and casualty Insurance on the improvements and contents within his Unit.

(e) Distributions.
Any distribution of insurance proceeds from the master policy to an owner or any third party with respect to a Unit shall be subject to the provisions of any mortgage covering the Unit.

(f) Amount of Coverage.
Fire and extended coverage insurance on insurable Common Elements shall be maintained on a current replacement cost basis in an amount not less than one hundred percent (100%) of the insurable value, based upon current replacement costs, unless at least two-thirds (2/3) of the first mortgagees (based upon one vote for each first mortgage owned) and of the owners of the individual units have given their respective prior written approval for less coverage to be maintained.

30. Reconstruction or Repair after Casualty.

(a) Major Damage.
If less than two-thirds (2/3) of the Townhome Addition (as determined by a majority of the holders of first mortgages - based upon one vote for each first mortgage held - in their sole discretion) shall be damaged by fire or other casualty, then the Townhome addition shall be repaired or reconstructed. If such damage shall affect two-thirds (2/3) or more of the Townhome Addition (as determined above), then reconstruction shall not be required unless Unit Owners representing six (6) or more Units and holders of first mortgages on six (6) or more Units so require. If reconstruction is not so required, the Townhome Addition shall be terminated in accordance with paragraph 16 hereof.

(b) Plans and Specifications.
Any reconstruction or repair must be substantially in accordance with the plans and specifications for the original Townhome Buildings, or, if not, then in accordance with plans and specifications approved by the Board of Directors of the Association and by the owners of not less than six (6) Units, including the owners of all damaged Units whose approval shall not be unreasonably withheld.

(c) Responsibility.
If the damage is only to those portions of a Unit for which the responsibility of maintenance and repair is that of the Unit Owner, then the Unit Owner shall be responsible for the reconstruction and repair after casualty. In other instances, the responsibility for reconstruction and repair after casualty shall be shared by the Association and the owners of Units affected by the damage in proportion to the extent of damage to the Common Elements and the Individual Units.

(d) Assessments.
If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction and repair by the Association, or if at any time during reconstruction and repair, or upon completion of reconstruction or repair, the funds for the payment of the costs thereof are insufficient, assessments shall be made against the Unit Owners who own the damaged Units and against all Unit Owners in the case of damage to Common Elements, in sufficient amounts to provide funds for the payment of such costs. Such assessment against Unit Owners for damage to Units shall be in proportion to the cost of reconstruction and repair of their Units. Such assessment on account of damage to Common Elements shall be in the proportion to the owners' membership interests in the Association. Should it develop that a deficiency in insurance proceeds under the MAster Policy results and that there is overlapping coverage under the Master Policy and a Unit Owners individual policy (which overlapping may or may not have caused or contributed to such deficiency), a special assessment shall be made against such Unit Owner equal to the amount received by such Owner applicable to his interest in the building and other Common Elements, such assessments to be in the addition to that assessment outlined in the first part of this paragraph.

(e) Use of Proceeds.
The Association shall not use hazard insurance proceeds for losses to Common Elements for other than their repair, replacement or reconstruction of such Common Elements, unless at least two-thirds (2/3) of the first mortgagees (based upon one vote for each first mortgage owned) and of the owners of the individual units have given their respective prior written approval to such other use.

31. Condemnation.

(a) If any Unit, or portion thereof, or the Common Elements and facilities, or any portion thereof, is made the subject matter of any condemnation or eminent domain proceeding, the Owner of any Unit, or other third party, shall not have priority over the holder of any first mortgage lienor equivalent security interest on a Unit with respect to any distribution to such Unit of the proceeds of any award or settlement.

32. Miscellaneous.

(a) In the event any of the terms, provisions or covenants of this Declaration are in conflict with the Articles of Incorporation or the Bylaws, then in such event, the provisions of this declaration shall prevail.

(b) If any provisions of this Declaration, the Articles of Incorporation, the Bylaws or any section, sentence, clause, phrase or word, or the application thereof, in any circumstances is held invalid, the validity of the remainder of this Declaration, the Articles of Incorporation, the Bylaws and of the application of any such invalid provisions, section, sentence, clause, phrase or word in other circumstances shall not be affected thereby. If any declaration or provisions herein contained shall be susceptible of two or more interpretations, the interpretation which shall most nearly be in accord with the purposes and intents hereof shall govern. In the event of the omission here from of any declaration, stipulation or provisions which shall be vital, necessary or expedient for the accomplishment of the purposes and intent of this Declaration, this Declaration shall not thereby fall, in whole or in part.

(c) Whenever notices are required to be sent hereunder, the same shall be sent to the Unit Owners by certified mail at their places of residence in the Townhome Addition, unless a Unit Owner, by written notice to the Association, specifies a different address. Notice to the Association shall be delivered by certified mail at the registered address of the offices of the Association. All notices shall be deemed and considered sent when mailed. Any party may change his or its mailing address by written notice to the other party.

(d) Should the Association find it necessary to institute Court action to bring about compliance with this Declaration, the Articles of Incorporation, or the Bylaws, he defendant Unit Owner shall reimburse the Association for such reasonable attorney's fees incurred by it in bringing such action.

(e) Whenever the context so requires, the use of any gender shall be deemed to include all genders, the use of the plural shall include the singular and the singular shall include the plural. The provisions of this Declaration shall be liberally construed to the effectuate its purpose of creating a uniform plan for the operation of the Townhome Addition.

(f) Invalidation of any part of the provisions contained in the plat of the Townhome Addition, or in a conveyance of a Unit in the Townhome Addition by Judgment, court order or statute shall not affect any of the other provisions hereof, which shall remain in full force and effect.

33. Mortgagees' Rights.

(a) A first mortgagee, upon request, is entitled to written notification from the Association of any default in the performance by a Unit Owner of any obligation under the Declaration, Articles of Incorporation or Bylaws which is not cured within sixty (60) days.

(b) Any "right of first refusal" contained in the ion or Bylaws shall not impair the rights of the first mortgagee to (i) foreclose or to take title to the Unit pursuant to the remedies provided in the mortgage, or (ii) accept a deed (or assignment) in lieu of foreclosure in the event of default by the mortgagor, or (iii) sell or lease a Unit acquired by the mortgagee.

(c) Each first mortgagee shall be entitled to the following:

(i) Written notice from the Association of all meetings of the Association and the right to designate a representative to attend all such meetings.

(ii) Written notice from the Association of any substantial damage to or destruction of any Unit or any part of the Common Elements of the Townhome Addition, which notice shall be given in a timely manner following the damage or destruction.

(iii) Written notice from the Association of any condemnation or eminent domain proceeding or any proposed acquisition in lieu thereof affecting any Unit or any portion of the Common Elements, which notice shall be given in a timely manner following the Association's receipt of notice of such proceeding or acquisition.

(d) The Townhome Project is not subject to additions or expansions (e.g. so called "phased project" or "add-on").

(e) Should any word, sentence, clause or paragraph of the Declaration be in conflict with the provisions of this paragraph, then in such event, the provisions of this paragraph 33 shall prevail.

(f) First mortgage holders of the Townhome Units may, jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against any Common Elements and may pay overdue premiums on hazard insurance policies or secure new hazard insurance coverage on the lapse of a policy for such Common Elements and shall be entitled to immediate reimbursement from the Association.

34. Voting Rights.

The Association shall have two classes of voting membership.

(a) "Class A Members" shall be all of those Owners as defined in paragraphs 7 and 22 hereof, with the exception of the Developer. Class A Members shall be entitled to one vote for each Unit in which they hold the interest required for membership by Paragraph 22 hereof. When more than one person holds an ownership interest in any Unit, all such persons shall be members. The vote for such Unit shall be exercised as they among themselves determine, but in no event shall more than one vote be case with respect to any Unit.

(b) "Class B Member" shall be the developer. The Class B Member shall be entitled to three (3) votes for each Unit in which it holds the interest required for membership by paragraph 22 hereof, provided that the Class B membership shall cease and be converted to Class A Membership on the happening of either of the following events, whichever occurs earlier:

(i) When the total votes outstanding in the Class A Membership equals the total votes outstanding in the Class B Membership; or

(ii) On October 1, 1983

Executed and signed this 28th day of October, 1980 by John Kohoutek of Dutek Development, Inc. and notarized in the THE STATE OF TEXAS, COUNTY OF DALLAS by Notary Public in and for Dallas, County: Jean Pasvar.

EXHIBIT "A"

Being Lot 1 and the entire Southeast 40 feet of Lot 2 in Block 32/1573 of Bowser and Lemmon Oak Lawn and North Dallas Addition, an addition to the City of Dallas, Texas according to the plat recorded in volume 120, page 137 of the Map Records of Dallas County, Texas.

EXHIBIT "B"

Unknown - probably a plat of the entire complex

EXHIBIT "C"

Exhibit C-1 is a plat of Townhouse Unit No. 1 (Not Legible)
Exhibit C-2 is a plat of Townhouse Unit No. 2 (Not Legible)
Exhibit C-3 is a plat of Townhouse Unit No. 3 (Not Legible)
Exhibit C-4 is a plat of Townhouse Unit No. 4 (Not Legible)
Exhibit C-5 is a plat of Townhouse Unit No. 5 (Not Legible)
Exhibit C-6 is a plat of Townhouse Unit No. 6 (Not Legible)
Exhibit C-7 is a plat of Townhouse Unit No. 7 (Not Legible)
Exhibit C-8 is a plat of Townhouse Unit No. 8 (Not Legible)

EXHIBIT "D"
Click Here to view the Bylaws of 4102 Bowser Homeowners Association, Inc.