DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF COUNTRY LANE FILING NO. 2 COMMUNITY ASSOCIATION, INC.

WITNESSETH:

WHEREAS, Declarant is the owner of that certain parcel of real property located in the County of Arapahoe, State of Colorado, which is described on Exhibit A attached hereto and incorporated herein by this reference.

NOW, THEREFORE, Declarant hereby declares that all of the properties described above shall be held, sold, and conveyed subject to the following easements, reservations, restrictions, covenants, and conditions which are for the purpose of promoting the common recreation, health and safety of the owners of the aforesaid properties and which shall run with, the aforesaid properties and be binding on all parties having any right, title, or interest in the above-described properties or any part thereof, their heirs, personal representatives, successors, and assigns, and shall inure to the benefit of each owner thereof.

ARTICLE I DEFINITIONS

Section 2 "Association" shall mean and refer to Country Lane Filing No. 2 Community Association, Inc., a Colorado nonprofit corporation, its successors and assigns.

Section 3 "Community Property" shall mean and refer to all property (including the improvements thereto) owned by the Association for the common use and enjoyment of the Owners, together with all publicly dedicated rights-of way, certain underground drainage systems and pipes located in publicly dedicated rights-of-way, a perimeter fence located on certain Community property and on those certain Lots more particularly described in Article VII, Section 5 hereof, and easements located within or adjacent to the perimeter boundaries of the Properties which are to be maintained by the Association. The Community Property to be owned by the Association at the time of the commencement of assessments hereunder is described on Exhibit B attached hereto and incorporated herein by this reference.

Section 4 "Declarant" shall mean and refer to M.D.C. Land Corporation, a Colorado corporation, its successors and assigns, if such successors and assigns are specifically assigned any of Declarant's rights hereunder by instrument duly recorded in the Arapahoe County, Colorado, land records.

Section 5 "Declaration" shall mean and refer to this Declaration of Covenants, Conditions and Restrictions, as it may be amended from time to time.

Section 6 "First Mortgage" shall mean and refer to any unpaid and outstanding, mortgage, deed of trust or other security instrument recorded in the records of the office of the Clerk and Recorder of the County of Arapahoe, Colorado, encumbering any Lot having priority of record over all other recorded liens except those governmental liens made superior by statute (such as general ad valorem tax liens and special assessments). "First Mortgage", for purposes of Article IV, Section 10 and with respect to notice of termination, subordination or modification of certain insurance policies, to Article V, Section 1, shall also mean and refer to any executory land sales contract wherein the Administrator of Veterans Affairs, an Officer of the United States of America, is the seller, whether such contract is recorded or not, and whether such contract is owned by the said Administrator or has been assigned by the said Administrator and is owned by the Administrator's assignee, or a remote assignee, and the land records in the Office of the Clerk and Recorder of the County of Arapahoe, Colorado, show the said Administrator as having the record title to the Lot.

Section 7 "First Mortgagee" shall mean and refer to any person named as a mortgagee or beneficiary under any First Mortgage (including, for purposes of Article IV, Section 10 and with respect to notice of termination, subordination or modification of certain insurance policies, to Article V, Section 1, the Administrator of Veterans Affairs, an Officer of the United States of America, and his assigns under any executory land sales contract wherein the said Administrator is identified as the seller, whether such contract is recorded or not and the land records in the office of the Clerk and Recorder of the County of Arapahoe, Colorado show the said Administrator as having the Record title to the Lot), or any successor to the interest of any such person under such First Mortgage.

Section 8 "Lot" shall mean and refer to any plot of land subject to this Declaration, which is shown upon any recorded subdivision map of the Properties or any portion thereof, with the exception of the Community Property, and public streets, but together with all appurtenances and improvements now or hereafter thereon.

Section 9 "Member" shall mean and refer to each Owner of a Lot that is subject to assessment hereunder; membership in the Association shall be appurtenant to, and may not be separated from, ownership of a Lot.

Section 10 "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Section 11 "Properties" shall mean and refer to that certain real property described on Exhibit A and such additions thereto as may hereafter be brought within the jurisdiction of the Association.

Section 12 "Residence" shall mean and refer to any single family detached dwelling, cluster home, or townhouse, located with the Properties.

ARTICLE II PROPERTY RIGHTS IN THE COMMUNITY PROPERTY

Section 2 Extent of Owners' Easements. The rights and easements of enjoyment created hereby shall be subject to the following:

(a) The right of the Association in accordance with its Articles and Bylaws, to borrow money for the purpose of improving the Community Property and, with written consent of the Members entitled to vote two-thirds (2/3) of the votes of the Membership, to mortgage said property as security for any such loan; and

(b) The right of the Association to take such steps as are reasonably necessary to protect the Community Property against foreclosure; and

(c) The right of the Association to promulgate and publish rules and regulations with which each Member shall strictly comply; and

(d) The right of the Association, as provided in its Articles and Bylaws, to suspend the voting rights and the right to use any recreational facilities located upon the Community Property of a Member for any period during which any assessment against his Lot remains unpaid and, for a period not to exceed sixty (60) days, for any infraction of its published rules and regulations; and

(e) The right of the Association to dedicate or transfer all or any part of the Community Property to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Members, provided that no such dedication or transfer shall be effective unless first approved in writing by two-thirds (2/3) of the votes of the membership hereunder, and unless written notice of the proposed agreement and action thereunder is sent to every Member at least thirty (30) days in advance of any action taken. Notwithstanding the foregoing, the granting of permits, licenses and easements for public utilities, roads, and/or for other purposes consistent with the intended use of the Community Property and reasonably necessary or useful for the proper maintenance or operation of the Properties shall not be deemed a transfer within the meaning of this Subsection (e);

(f) The right of the Association to close or limit the use of the Community Property, or portions thereof, while maintaining, repairing and making replacements in the Community Property;

(g) The right of the Association to limit the number of guests and invitees of any member which may utilize any recreational facilities located upon the Community Property; and

(h) The right of the Association to charge reasonable admission and/or other fees for the use of any recreational facilities located upon the Community Property, which fees and charges shall be in addition to the annual common expense assessments levied by the Association.

Section 4 Payment of Taxes or Insurance by Mortgagees. First Mortgagees shall have the right, jointly or singly, to pay taxes or other charges or assessments which are in default and which may or have become a lien against the Community Property and may pay overdue premiums on hazard insurance policies or secure new hazard insurance coverage on the lapse of a policy for the Community Property, and any First Mortgagee making any such payment shall be owed immediate reimbursement therefor from the Association.

Section 5 Improvements to be Constructed by Declarant. Declarant may, but shall be under no obligation to, construct the following facilities upon the Community Property, to-wit: (a) a swimming pool; (b) a cabana; (c) perimeter fences; (d) entryway structures; (e) signage; (f) greenbelt areas; (g) underground drainage systems and pipes; (h) landscaping; and (i) parking areas. Any additional recreational facilities shall be constructed by the Association at its sole cost and expense.

ARTICLE III MEMBERSHIP AND VOTING RIGHTS

Section 2 Classes of Membership. The Association shall have one class of voting membership.

Class A. Class A members shall be all Owners of Lots, including Declarant. Each Class A Member 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, and the vote for such Lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any such Lot.

Section 3 Reservation. Notwithstanding the foregoing voting rights, Declarant hereby reserves the right to appoint the Board of Directors of the Association for the period hereinafter described. The Board of Directors shall have such powers and duties and shall serve for such terms of office as are set forth in the Articles of Incorporation and Bylaws of the Association. This reserved right shall terminate upon the first to occur of the following events:

(a) 120 days following the date when Owners other than Declarant may cast at least seventy-five percent (75%) of all votes of the membership in the Association; provided, however, that if, during such 120-day period, additional real property is annexed to the Properties pursuant to Article IX, Section 4 hereof, so that Declarant again may cast at least twenty-five percent (25%) of the votes outstanding in the membership of the Association, such reserved right shall be deemed not to have terminated;

(b) ten (10) years from the date upon which this Declaration is recorded in the office of the Clerk and Recorder of Arapahoe County, Colorado; or

(c) On a date certain set forth in written notice from the Declarant to the Secretary of the Association of its intent to terminate this reserved right as of such date; provided, however, that in the event there is more than one Declarant, such notice must be signed by all such Declarants.

ARTICLE IV COVENANT FOR MAINTENANCE ASSESSMENTS

Section 2 Purpose of Assessments. The assessments levied by the Association shall be used exclusively to promote the recreation, health and safety of the residents of the Properties, for the repair, replacement, and maintenance of certain landscaped rights-of-way and medians within or adjacent to public or private streets within or abutting the Properties which are the responsibility of the Association to maintain, and for the improvement, repair, replacement and maintenance of the Community Property and the appurtenances and improvements thereto and thereon, including without limitation, maintenance of any recreational facilities or amenities located upon the Community Property, maintenance of landscaping located on the Community Property, maintenance of greenbelt areas within the Community Property, maintenance of any irrigation system within the Community Property, pruning trees and hedges located upon the Community Property, removal of snow on Community Property, maintaining all fences, lighting facilities and entryway signs located within the Community Property, and maintaining certain publicly dedicated rights-of-way and certain underground drainage systems and pipes located therein and easements located within the Community Property.

Section 3 Maximum Annual Assessment. Until commencement of the second annual assessment period, the maximum annual assessment shall be Six Hundred Dollars ($600.00) per "Assessment Unit", subject to the assessment rate on certain Lots owned by Declarant as provided in Section 6 of this IV. For purposes of this Declaration, an "Assessment Unit" shall mean a Lot.

(a) Effective with commencement of the second and each subsequent annual assessment period, the maximum annual assessment shall be increased effective each annual assessment year in conformance with the rise, if any, of the Consumer Price Index published by the U.S. Department of Labor, Washington D.C., for All Items and Major Group Figures for All Urban Consumers (1967=100), for the one-year period ending with the preceding month of December, This annual increase in the maximum annual assessment shall occur automatically upon the commencement of each annual assessment year without the necessity of any action being taken with respect thereto by the Association. In the event the aforesaid Consumer Price Index is not published, for whatever reason, then the increase in the maximum annual assessment, as provided herein, shall be calculated by using a substantially comparable index designated by the Board of Directors of the Association.

(b) Effective with commencement of the second and each subsequent annual assessment period, the maximum annual assessment may be increased above that established by the Consumer Price Index formula, for the next succeeding annual assessment year and at the end of each such annual assessment period, for each succeeding annual assessment year, provided that any such increase shall have the assent of two-thirds (2/3) of the Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all Members not less than 30 days nor more than 60 days in advance of such meeting setting forth the purpose therefor.

(c) Subject to the provisions of Section 6 of this Article IV relating to Declarant's obligations to subsidize the Association for certain shortfalls in assessments, the Board of Directors of the Association may, at any time and from time and time, after consideration of the projected maintenance costs and other financial needs of the Association, and upon written notification to each Owner of the amount of the actual assessment to be levied, fix the actual assessment per each Assessment Unit at an amount less than the maximum.

(d) The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation.

(e) The Association shall maintain an adequate reserve fund out of the annual assessments for the maintenance, repair and replacement of those elements or portions of the Community Property that must be maintained, repaired or replaced on a periodic basis.

Section 5 Notice and Quorum for Any Action Authorized Under Sections 3 and 4. Written notice of any meeting called for the purpose of taking any action authorized under Sections 3 or 4 of this Article shall be sent to all Members not less than 30 days nor more than 60 days in advance of the meeting. The first such meeting called shall require the presence of Member or of proxies entitled to cast sixty percent (60%) of all the votes of the membership shall constitute a quorum. If the required quorum is not present, other meetings may be called subject to the same notice requirement, and the required quorum at each such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than 60 days following the preceding meeting.

Section 6 Uniform Rate of Assessment. Annual and special assessments must be fixed at a uniform rate for all Assessment Units sufficient to meet the expected needs of the Association. Notwithstanding anything to the contrary contained in this Declaration, the rate of annual and special assessments set for the Lots owned by Declarant which are neither leased, nor rented, nor otherwise residentially or commercially occupied shall be fixed at one-quarter (1/4) of the assessment rate for the other Lots; provided, however, that at the time any Lot owned by Declarant and is leased, rented or otherwise residentially or commercially occupied, that Lot shall be assess at the uniform rate of assessment for privately owned Lots. In the event that, prior to the termination of the Declarant's reserved right to appoint the Board of Directors of the Association, assessments for annual common expenses, exclusive of those amounts held by the Association for an adequate reserve fund and for working capital, fail to equal or exceed the actual expenses incurred by the Association during any particular annual assessment period because of such partial Declarant assessment, then Declarant shall pay a sufficient amount, up to the amount of full parity on such assessment, to the Association to meet any such shortfall, provided that Declarant shall have no obligation for any such shortfall caused by expenditures for capital improvements, or by any decrease in assessments, including without limitation, the levying of any assessment in an amount less than the maximum for any common expense assessment period, which amount is established subsequent to the termination of the Declarant's reserved right to appoint the Board of Directors of the Association, unless the same has previously been approved in writing by Declarant. In the event there is more than one Declarant, then, subject to the conditions hereinabove stated, each such Declarant shall pay a pro rata share of the amount necessary to meet each such shortfall in Association assessments, up to the amount of full parity on such assessments, such pro rata share to be based on the amount of assessments due at such lesser rate for Lots owned by each Declarant, compared with the amount of assessments due at such lesser rate from the Declarant during the applicable annual assessment period.

Section 7 Date of Commencement of Annual Assessments. The initial annual assessment shall commence on the first day of the month following the leasing, renting or other residential occupancy of the first Residence within the Properties and the second and each subsequent annual assessment period shall correspond with the fiscal year of the Association. The annual assessments may be made due and payable in twelve monthly installments per annum or such other frequently as the Board of the Association shall determine and shall be payable on such dates as determined by the Board of Directors of the Association, provided that the first annual assessment shall be adjusted according to the number of months in the first annual assessment year. Any Owner purchasing a Lot between installment due dates shall pay a pro rata share of the last installment due.

Section 8 Effect of Nonpayment of Assessments; Remedies of the Association. Any assessment or portion thereof which is not paid when due shall be delinquent. Any assessment or portion thereof which is not paid within ten (10) days after the due date shall bear interest from the due date at the rate of eighteen percent (18%) per annum and the Association may assess a monthly late charge thereon in such reasonable amounts as determined from time to time by the Association. The Association may bring an action at law against the Owner personally obligated to pay the same, or foreclose the lien against such Owner's Lot and in the event a judgment is obtained, such judgment shall include interest and late charges on the assessment, as above provided, and a reasonable attorney's fee to be fixed by the court, together with the costs of the action. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Community Property or abandonment of his Lot.

Section 9 Working Capital. The Association or Declarant shall require the first Owner of each Lot (other than Declarant), who purchases that Lot from Declarant, to make a non-refundable contribution on a one time only basis to the Association for a working capital fund in an amount equal to two (2) times the current monthly installment of the annual common expense assessment effective at the time of conveyance of the Lot. All such contributions shall be held in a segregated account by the Association for its use and benefit as it deems desirable, including but not limited to the use to insure that the Board of Directors of the Association will have cash available to meet unforeseen expenditures, or to acquire additional equipment or services deemed necessary or desirable by the board. Such deposit shall not relieve an Owner from making the regular payment of assessments as the same become due. Upon the transfer of his Lot, an Owner shall be entitled to a credit from his transferee in an amount equal to the unused portion of the first private Owner's payment into the working capital fund which remains in the fund.

Section 10 Subordination of the Lien to Mortgages. The lien of the assessments provided for herein, including without limitation any fees, costs, late charges or interest which may be levied by the Association in connection with unpaid assessments, shall be subordinate to the lien of any First Mortgage. Sale or transfer of any Lot shall not affect the liens for said assessment charges except that sale or transfer of any Lot pursuant to foreclosure of any such First Mortgage or any such executory land sales contract, or any proceeding in lieu thereof, including deed in lieu of foreclosure, shall extinguish the lien of assessments charges which became due prior to any such sale or transfer, or foreclosure, or any proceeding in lieu thereof, including deed in lieu of foreclosure; provided however, that any such delinquent assessment charges, including interest, late charges, costs and reasonable attorneys fees, which are extinguished as provided herein may be reallocated and assessed to all Assessment Units as a common expense. No such sale, transfer, foreclosure, or any proceeding in lieu thereof, including deed in lieu of foreclosure shall relieve any Lot from liability for any assessment charges thereafter becoming due, nor from the lien thereof; provided, however, that in the event of foreclosure of a First Mortgage or the taking of a deed in lieu thereof, such First Mortgagee shall not be liable for unpaid assessments or other charges which accrue prior to the acquisition of title to the Lot in question by such First Mortgagee.

ARTICLE V INSURANCE

(a) A policy of property insurance covering all insurable improvements located on the Community Property, with a "Replacement Cost Endorsement" providing that any claim shall be settled on a full replacement cost basis without deduction for depreciation, and including an "Inflation Guard Endorsement" and an "Agreed Amount Endorsement". The Association may also purchase a "Demolition Endorsement", an "Increased Cost of Construction Endorsement", a "Contingent Liability from Operation of Building Laws Endorsement" or the equivalent, and/or coverage on personal property owned by the Association. Such insurance as maintained by the Association pursuant to this subsection shall afford protection against at least the following:

(1) loss or damage by fire and other perils normally covered by the standard extended coverage endorsement; and

(2) such other risks as shall customarily be covered with respect to projects similar in construction, location and use, including all perils normally covered by the standard all risk endorsement, where such is available.

The deductible for such insurance shall not exceed Ten Thousand Dollars ($10,000.00) or one percent (1%) of the face amount of the policy, whichever is less and the Association shall include sufficient funds to cover such deductibles in its operating reserve account.

(b) A comprehensive policy of public liability insurance covering all of the Community Property, insuring the Association in an amount not less than $1,000,000 covering bodily injury, including death of persons, personal injury and property damage liability arising out of a single occurrence. Such coverage shall include, without limitation, legal liability of the insureds for property damage, bodily injuries and deaths of persons in connection with the operation, maintenance or use of the Community Property, legal liability arising out of law suits related to employment contracts of the Association, and protection against liability for non-owned and hired automobile; such coverage may also include, if applicable, garagekeeper's liability, liability for property of others, host liquor liability, water damage liability, contractual liability, workmen's compensation insurance for employees of the Association, and such other risks as shall customarily be covered with respect to projects similar in construction, location, and use.

(c) A policy providing adequate fidelity coverage or fidelity bonds to protect against dishonest acts on the part of officers, directors, trustees and employees of the Association and all others who handle or are responsible for handling funds of the Association. Such fidelity coverage or bonds shall meet the following requirements:

(1) all such fidelity coverage or bonds shall name the Association as an obligee:

(2) such fidelity coverage or bonds shall contain waivers of any defense based upon the exclusion of person who serve without compensation from any definition of "employee" or similar expression.

(d) If the Community Property or any portion thereof, is located within an area identified by the Federal Emergency Management Agency as having special flood hazards, and flood insurance coverage on the Community Property has been made available under the National Flood Insurance Program, then such a policy of flood insurance on the Community Property in an amount at least equal to the lesser of:

(1) the maximum coverage available under the National Flood Insurance Program for all buildings and other insurable property located within a designated flood hazard area; or

(2) One hundred percent (100%) of current replacement cost of all buildings and other insurable property located within a designated flood hazard area.

(e) A policy providing errors and omissions of officers and directors of the Association, in such amounts and containing such provisions as may from time to time be deemed necessary or desirable by the Board of Directors of the Association.

(f) In addition, the Association may obtain insurance against such other risks of a similar or dissimilar nature as it shall deem appropriate, to the extent that such coverage is reasonably available, including but not limited to personal liability insurance to protect directors and officers of the Association from personal liability in relation to their duties and responsibilities in acting as directors and officers on behalf of the Association and, if appropriate, coverage for loss or damage resulting from a boiler or machinery, in an amount not less than the lesser of $2,000,000.00 or the insurable value of the building(s) housing the boiler or machinery.

Section 2 Damage to Community Property. In the event of damage to our destruction of all or a portion of the Community Property due to fire or other adversity or disaster, the insurance proceeds, if sufficient to reconstruct or repair the damage, shall be applied by the Association to such reconstruction and repair. If the insurance proceeds with respect to such Community Property damage or destruction are insufficient to repair and reconstruct the damage or destruction, the Association shall cause such Community Property to be promptly repaired and reconstructed, using the insurance proceeds and the proceeds of a special assessment which, notwithstanding the provisions of Article IV, Section 4 to the contrary, may be levied without a vote of the Members. The amount of such assessment shall be equal to the amount by which the cost of repair or reconstruction exceeds the sum of the insurance proceeds available and shall be assessed equally for each Assessment Unit. The assessment provided for herein shall be a debt of each Owner and a lien on such Owner's Lot and the improvements thereon, and shall be enforced and collected as provided in Article IV hereof.

Section 3 Association Insurance as Primary Coverage. If at the time of any loss under any policy which is in the name of the Association, there is other insurance in the name of any Owner and such Owner's policy covers the same property or loss, or any portion thereof, which is covered by such Association policy, such Association policy shall be primary insurance not contributing with any of such other insurance.

Section 4 Annual Review of Insurance Policies. All insurance policies carried by the Association shall be reviewed at lease annually by the Board of Directors of the Association to ascertain that the coverage provided by such policies adequately covers those risks insured by the Association.

ARTICLE VI RESTRICTIONS

Section 2 Restrictions Imposed. The Declarant hereby declares that the Community Property shall be held and shall henceforth be sold, conveyed, used, improved, owned, and hypothecated upon, subject to the following provisions, conditions, limitations, restrictions, agreements, and covenants.

Section 3 Use of Community Property.

(a) No use shall be made of the Community Property which will in any manner violate the statutes, rules or regulations of any governmental authority having jurisdiction over the Community Property.

(b) No Owner shall place any structure whatsoever upon the Community Property, except as provided herein, nor shall any Owner engage in any activity which will temporarily or permanently deny free access to any part of the Community Property to all Members.

(c) The use of the Community Property shall be subject to such rules and regulations as may be adopted from time to time by the Board of Directors of the Association.

(d) No use shall ever be made of the Community Property which will deny ingress and egress to those Owners having access to a public street or to their Lots only over Community Property, and said rights of ingress and egress to all Lots are hereby expressly granted.

Section 5 Household Pets. No animals, livestock, poultry or bees, of any kind, shall be raised, bred, kept or boarded in or on the Community Property; provided, however, that the Owners of Lots may take such animals upon the Community Property if such animals are controlled on a leash or similar device, subject to the obligation of each such Owner to immediately remove and dispose of all of such animal's solid bodily wastes and to the rules and regulations of the Association.

Section 6 Temporary Structures. Except as hereinafter provided, no structure of a temporary character, including but not limited to a house trailer, tent, shack, garage, or outbuilding shall be placed or erected upon the Community Property at any time prior to its being fully completed in accordance with approved plans, nor shall any improvements located on the Community Property, when completed, be in any manner used until made to comply with all requirements, conditions, and restrictions herein set forth; provided, however, that during the actual construction or alteration of improvements, necessary temporary structures for storage of materials may be erected and maintained by the person doing such work. The work of constructing, altering, or remodeling any improvement on the Community Property shall be prosecuted diligently from the commencement there of until the completion thereof.

Section 7 Signs and Advertising. No signs, advertisings, billboards, unsightly objects or nuisances of any kind, including advertising flags, shall be placed, erected or permitted to remain in or on the Community Property, without the prior written approval of the Association. Notwithstanding the foregoing, reasonable signs, advertisings, or billboards used by the Declarant in connection with its sale or rental of Lots or otherwise in connection with its development of the Properties, shall be permissible, provided that, such use by the Declarant shall not interfere with the Owners' use and enjoyment of the Community Property, with their Lot, or with their ingress and egress from a public way to the Community Property, or their Lot.

Section 8 Miscellaneous Structures. No tanks of any kind, either elevated or buried, shall be erected, placed or permitted upon the Community Property.

Section 9 Vehicular Parking, Storage and Repairs.

(a) No portion of the Community Property, including but not limited to streets, drives, or parking areas, unless specifically designated by the Association therefor, shall be used as a parking, storage, display, or accommodation area for any type of house trailer, camping trailer, boat trailer, hauling trailer, running gear, boat, or accessories thereto, truck larger than 3/4 ton, or self-contained motorized recreational vehicle, except as a temporary expedience for loading, delivery, or emergency. This restriction, however, shall not restrict trucks or other commercial vehicles upon the Community Property which are necessary for the construction of Residences or the maintenance of the Community Property, Lots or any improvements located on the Properties.

(b) No abandoned or inoperable automobiles or vehicles of any kind shall be stored or parked on the Community Property. An "abandoned or inoperable vehicle" shall be defined as any automobile, truck, motorcycle, boat, trailer, camper, housetrailer, self-contained motorized recreational vehicle, or other similar vehicle, which has not been driven under its own propulsion for a period of two (2) weeks or longer, or which does not have an operable propulsion system installed therein; provided, however, that otherwise permitted vehicles parked by Owners while on vacation or during a period of illness shall not constitute abandoned or inoperable vehicles. In the event the Association shall determine that a vehicle is an abandoned or inoperable vehicle, then a written notice describing said vehicle shall be personally delivered to the owner thereof (if such owner can be reasonably ascertained) or shall be conspicuously placed upon the vehicle (if the owner thereof cannot be reasonably ascertained), and if the abandoned or inoperable vehicle is not removed with 72 hours thereafter, the Association shall have the right to remove the vehicle at the sole expense of the owner thereof.

(c) No activity such as, but not limited to, maintenance, repair, rebuilding, dismantling, repainting, or servicing of any kind of vehicles, trailers or boats, may be performed on the Community Property.

Section 11 Underground Utility Lines. All electric, television, radio, and telephone line installations and connections on the Community Property shall be placed underground, except that during the construction of a Residence the contractor or builder may install a temporary overhead utility line which shall be promptly removed upon completion of construction.

Section 12 No Hazardous Activities. No activities shall be conducted on the Community Property or within improvements constructed on the Community Property which are or might be unsafe or hazardous to any person or property. Without limiting the generality of the foregoing, no firearms shall be discharged upon any of the Community Property and no open fires shall be lighted or permitted on the Community Property except in a contained barbecue unit while attended and in use for cooking purposes or within a safe and well-designed interior fireplace, or except such campfires or picnic fires on property designated for such use by the Association.

Section 13 No Annoying Light, Sounds or Odors. No light shall be emitted from the Community Property which is unreasonably bright or causes unreasonable glare; no sound shall be emitted from the Community Property which is unreasonably loud or annoying; and no odor shall be emitted from the Community Property which is noxious or offensive to others.

Section 14 Garbage and Refuse Disposal. No garbage, refuse, rubbish, or cuttings shall be deposited on any street, The Community Property, unless placed in a suitable container suitably located, solely for the purpose of garbage pickup, as provided by the Association. All equipment for the storage or disposal of such materials shall be kept in clean and sanitary condition. No garbage or trash cans or receptacles shall be maintained in an exposed or unsightly manner.

Section 15 Rules and Regulations. Rules and regulations concerning and governing use of the Community Property, may be adopted, amended and repealed, from time to time by the Board of Directors of the Association, and the Board of Directors may establish and enforce penalties for the infraction thereof, including without limitation the levying and collecting of fines for the violation of any of such rules and regulations or for the violation of any provision of this Declaration, the Articles of Incorporation or Bylaws of the Association; provided, however, that copies of such rules and regulations shall be furnished to Owners and shall be uniform and non-discriminatory except to the extent that such rules and regulations concern discretionary rights given to the Association or its Board of Directors in this Declaration, the Articles of Incorporation or Bylaws of the Association.

ARTICLE VII EASEMENTS

Section 2 Maintenance Easement. An easement is hereby granted to the Association, its officers, agents, employees and assigns upon, across, over, in and under the Community Property and a right to make such use of the Community Property, as may be necessary of appropriate to perform the duties and functions which it is obligated or permitted to perform pursuant to this Declaration. Further an easement is hereby granted to the Association, its officers, agents, employees and assigns upon, across, over in and under the Fence Lots, as defined in Section 5 of this Article VII for performing maintenance on the Fence, as defined in Section 5 of Article VII. Such maintenance shall be performed during reasonable hours after reasonable notice to the Owners or Occupants of any affected Fence Lot, except that in emergency situations entry upon a Fence Lot may be made at any time, provided that the Owners or occupants of any affected Fence Lot shall be warned of the impending emergency entry as early as is reasonably possible.

Section 3 Utilities. There is hereby created a blanket easement upon, across, over and under the Community Property, for utilities and the installation, replacement, repair and maintenance of utilities, including but not limited to water, sewer, gas, telephone, electricity and master, cable or satellite television systems, if any. By virtue of this blanket easement, it shall be expressly permissible to erect and maintain the necessary facilities, equipment and appurtenances on the Community Property and to affix, repair, and maintain water and sewer pipes, gas, electric, telephone and television wires, circuits, cables, conduits and meters. In the event any utility or quasi-utility company furnishing a service covered by the general easement created herein requests a specific easement by separate recordable document, Declarant reserves and is hereby given the right a authority to grant such easement upon, across, over or under any part or all of the Community Property, without conflicting with the terms hereof; provided, however, that such right and authority shall cease and determine upon conveyance by Declarant of the last Lot to the First Owner thereof (other than Declarant). The easement provided for in this Section 3 shall in no way affect, avoid, extinguish or modify any other recorded easement(s) on the Community Property.

Section 4 Rights of Declarant and Participating Builders Incident to Construction. An easement is hereby retained by and granted to Declarant for access, ingress, and egress over, in, upon, under, and across the Community Property, including but not limited to the right to store materials thereon and to make such other use thereof as may be reasonably necessary or incidental to Declarant's construction on the Properties; provided, however, that no such rights or easements shall be exercised by Declarant in such a manner as to unreasonably interfere with the occupancy, use, enjoyment, or access by any Owner, his family members, guests, or invitees to or of that Owner's Lot, or any improvements upon the Community Property.

Section 5 Fence Easement. A three foot (3') wide perpetual easement ("Fence Easement") is hereby granted to the Association for the installation, maintenance, repair, replacement and continued existence of a perimeter fence ("Fence") measured from and along (i) the rear lot line of Lots 1 through 43 inclusive, Block 14; Lots 1 through 32, 34 through 36 and 42 through 46, inclusive, Block 2; Lots 1 through 11 inclusive, Block 1; Lots 13 through 23 inclusive, Block 7 of the Country Lane Subdivision Filing No. 2 ("Filing No. 2") according to the Plat thereof recorded in the Arapahoe County, Colorado Records and Lots 1 through 6 and 8 through 18 inclusive, Block 1 of the Country Lane Subdivision Filing No. 3 according to the Plat thereof recorded in the Arapahoe County, Colorado records; and (ii) the south side lot line of Lot 11, Block 14 of Filing No. 2; and (iii) the north side lot line of Lot 12, Block 14 of Filing No. 2 (collectively the "Fence Lots").

The grant of this Fence Easement shall become effective as to each Fence Lot at such time as the Fence Lot becomes subject to this declaration.

Section 6 Easements Deemed Created. All conveyances of Lots hereafter made, whether by the Declarant or otherwise, shall be construed to grant and reserve the easements contained in this Article VII, even through no specific reference to such easements or to this Article VII appears in the instrument of such conveyance.

ARTICLE VIII FIRST MORTGAGEES

(1) by act or omission, change, waive, or abandon any scheme of architectural control, or enforcement thereof, as set forth in this Declaration, regarding the design or maintenance of the Community Property,

(2) fail to maintain full current replacement cost fire and extended insurance coverage on the Community Property,

(3) use hazard insurance proceeds for Community Property property losses from purposes other than to repair, replace, or reconstruct such property,

(4) by act or omission, seek to abandon, partition, subdivide, encumber, sell, or transfer any property owned, directly or indirectly, by the Association for the benefit of the Owners (excluding the granting of permits, licenses and easements for public utilities, roads or other purposes consistent with the intended use of such property and reasonably necessary or useful for the proper maintenance or operation of the Properties or the Association),

(5) change the method of determining the obligations, assessments, dues, or other charges which may be levied against an Owner;

(6) add or amend any material provisions of this Declaration, the Articles of Incorporation or Bylaws of the Association, which establish, provide for, govern or regulate any of the following, provided that such additions or amendments shall not be considered material if they are for the purpose of correction technical errors or for clarification only;

(A) voting rights;

(B) assessments, assessment liens or subordination of such liens;

(C) reserves for maintenance, repair and replacement of those elements of the Community Property which must be maintained, repaired or replaced on a periodic basis;

(D) insurance, including but not limited to fidelity bonds;

(E) rights to use of the Community Property;

(F) responsibility for maintenance and repair of any portion of the Community Property;

(G) expansion or contraction of the Properties or the addition, annexation or withdrawal of property to or from the Properties;

(H) boundaries of any Lot;

(I) Interests in the Community Property;

(J) Convertibility of Lots into Community Property or of Community Property into Lots;

(K) Leasing of Residences;

(L) Imposition of any right of first refusal or similar restriction on the right of any Owner to sell, transfer or otherwise convey his Lot;

(M) Any provisions which are for the express benefit of First Mortgagees, or insurors or guarantors of First Mortgages; or

(7) terminate professional management and assume self-management of the Association when professional management has previously been required by any First Mortgagee or insurer or guarantor of such a First Mortgage;

(8) terminate the legal status of the Properties as a planned unit development, provided that this subsection (8) shall not apply to amendments to this Declaration, the Articles of Incorporation or Bylaws of the Association made as a result of destruction, damage or condemnation of the Properties or improvements thereon;

(9) restore or repair the Properties, or any portion thereof, including but not limited to improvements located thereon, after a partial condemnation or damage due to an insurable hazard, other than substantially in accordance with this Declaration and the most recent plans and specifications for the Properties and the construction of improvements thereon;

(10) terminate the legal status of the Properties after substantial destruction or a substantial taking in condemnation of the Properties.

(a) any condemnation loss or casualty loss which affects a material portion of the Community Property;

(b) any delinquency in the payment of assessments or charges owed to the Association by the Owner of the Lot subject to a First Mortgage held, insured or guaranteed by such First Mortgagee, insurer or guarantor, or any default by such Owner in any obligation under the Declaration, Articles of Incorporation or Bylaws of the Association and the Board of Directors of the Association has actual knowledge of such default, when such delinquency and/or default remains uncured for a period of sixty (60) days;

(c) any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association;

(d) any proposed action which would require the consent of a specified percentage of First Mortgagees as provided in this Article VIII.

ARTICLE IX GENERAL PROVISIONS

Section 2 Severability. Invalidation of any provision of this Declaration by judgment or court order shall in no way affect or limit any other provisions which shall remain in full force and effect.

Section 3 Conflicts of Provisions. In case of any conflict between this Declaration, the Articles of Incorporation or Bylaws of the Association, this Declaration shall control. In case of any conflict between the Articles of Incorporation and the Bylaws of the Association, the Articles of Incorporation shall control.

Section 4 Annexation.

(a) Additional real property may be annexed to the Properties with the consent of two-thirds (2/3) of the Members.

(b) Notwithstanding the foregoing, the Declarant may annex to this Declaration additional property within those parcels of real property described on Exhibit C attached hereto and incorporated herein by this reference, until that date which is ten (10) years after the date on which this Declaration is recorded in the office of the Clerk and Recorder of Arapahoe County, Colorado, without the consent of any Owner or First Mortgagee, subject to a determination by the VA or JUD that the annexation is in accord with the general plan heretofore approved by them, as follows:

(i) The Declarant may annex additional Lots and Community Property within that parcel of real property described on the attached Exhibit C, which annexation(s) shall be effected, if at all, by recording an annexation of additional land in the office of the Clerk and Recorder of the County of Arapahoe, Colorado, which document shall provide for annexation to this Declaration of the property described in such annexation of additional land and may include such other provisions as deemed appropriate by the Declarant, including but not limited to a designation of whether and which portions of the Property so annexed consist of Lots and/or other property. All provisions of this Declaration, including but not limited to those provisions regarding obligations to pay assessments to the Association and any right to cast votes as members of the Association, shall apply to annexed property immediately upon recording an annexation of additional land with respect thereto, as aforesaid

(ii) Declarant at its sole discretion, may construct additional recreational facilities on any additional Community Property annexed to the Property, provided that Declarant shall have no obligation whatsoever to construct such facilities.

(iii) In the event any annexed property is not owned by the Declarant at the time of annexation, all annexation documents shall contain the signatures of all owners of such property in addition to the signature of Declarant.

In the event, following such proceedings, there is such a taking in condemnation or by eminent domain of a part or all of the Community Property, the award made for such taking, if such award is sufficient to repair and restore the Community Property, shall be applied by the Association to such repair and restoration. If such award is insufficient to repair and restore the Community Property, or if the full amount of such award is not expended to repair and restore the Community Property, the Association shall disburse the net proceeds of such award to the Owners in accordance with the fair market value of their Lot, provided that the Association shall first pay out of the share of each Owner the amount of any unpaid liens or encumbrances on his Lot in the order of the priority of such liens or encumbrances. No provision of this Declaration or of any other document relating to the Properties shall be deemed to give an Owner or any other party priority over the rights of a First Mortgagee pursuant to a First Mortgage in the case of a distribution to an Owner of insurance proceeds or condemnation award for losses to or taking of Community Property.

Section 6 Duration, Revocation and Amendment.

(a) Each and every provision of this Declaration shall run with and bind the land for a term of twenty (20) years from the date of recording of this Declaration, after which time this Declaration shall be automatically extended for successive periods of ten (10) years each. Except as otherwise provided herein, this Declaration may be amended during the first twenty (20) year period, and during subsequent extensions thereof, by an instrument approved in writing by not less than sixty-five percent (65%) of the Members. Such amendment shall be effective when duly recorded in the County of Arapahoe, Colorado.

(b) Notwithstanding anything to the contrary contained in this Declaration, if Declarant shall determine that any amendments to this Declaration or any amendments to the Articles of Incorporation or Bylaws of the Association shall be necessary in order for existing or future mortgages, deeds of trust or other security instruments to be acceptable to any of the Agencies, Declarant, subject to the following sentence of this Section, shall have an hereby specifically reserves the right and power to make and execute any such amendments without obtaining the approval of any Owners or First mortgagees of Lots. Each such amendment of this Declaration or of the Articles of Incorporation or Bylaws shall be made, if at all, by Declarant prior to termination of the Declarant's reserved right to appoint the Board of Directors of the Association as provided in Article III, Section 3 hereof; and each such amendment must contain thereon the written approval of the VA or HUD.

(c) Declarant hereby reserves and is granted the right and power to record technical amendments to this Declaration, the Articles of Incorporation or Bylaws of the Association at any time prior to the termination of the Declarant's reserved right to appoint the Board of Directors of the Association for the purposes of correcting spelling, grammar, dates or as is otherwise necessary to clarify the meaning of the provisions of this Declaration.

Section 8 FHA/VA Approval. As long as Declarant controls the Board of Directors of the Association, the following actions shall require the prior approval of the Federal Housing Administration of the U.S. Department of Housing and Urban Development or the Veterans Administration: annexation of additional properties, dedication of Community Property, and amendment of this Declaration.

Section 9 Dedication of Community Property. Declarant in recording this Declaration, has designated certain areas of land as Community Property intended for the common use and enjoyment of Owners for recreation and other related activities. The Community Property is not dedicated hereby for use by the general public but is dedicated to the common use and enjoyment of the Owners, as more full proved in this Declaration.

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, has hereunto set its hand and seal as of the day and year first above written.

	"Declarant" M.D.C. LAND CORPORATION, a Colorado corporation
ATTEST:
____________________ Asst. Secretary	By: ____________________ Its: Vice President
STATE OF COLORADO	)
	) ss.
County of Denver	)

The foregoing instrument was acknowledged before me in the County of Denver, State of Colorado, this 26th day of August, 1986 by David D. Mandarich as Vice President and by Peter R. Thompson as Asst. Secretary of M.D.C. LAND CORPORATION, a Colorado Corporation.

WITNESS my hand and official seal.

My commission expires: September 26, 1989

	____________________ Notary Public
	Address: 3600 S. Yosemite St. #600 Denver, Colorado 80237

EXHIBIT A DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS COUNTRY LANE FILING NO. 2 COMMUNITY ASSOCIATION, INC.

EXHIBIT B DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF COUNTRY LANE FILING NO. 2 COMMUNITY ASSOCIATION, INC.

EXHIBIT C DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS COUNTRY LANE FILING NO. 2 COMMUNITY ASSOCIATION, INC.