THIS AMENDMENT (--Amendment") is made and entered into as of the day of , 1986 by and among Nottingham Forest Homes Association, Inc., a Kansas not-for-profit corporation (the "Association"), and the persons who have executed this document in their capacities as owners of record of the lots described below (collectively the "Owners") and Hanover Development Company II and its partners therein, as the developers of the lots described below (collectively the "Developer");

WITNESSETH:

WHEREAS, the Developer and its affiliates are the current developers of the residential subdivision in Overland Park, Kansas commonly known as "Nottingham Forest"; and

WHEREAS, Spanish Garden Estates, Inc. has previously executed a certain Declaration of Restrictions and caused such document (the "Declaration") to be recorded in the office of the Register of Deeds of Johnson County, Kansas on October 10, 1979, as instrument 1251770 in volume 1514 at page 282; and

WHEREAS, the Developer is the successor in interest to all of the rights of Spanish Gardens Estates, Inc. under the Declaration;

WHEREAS, the Declaration places certain restrictions upon the following described real property:

All of Block A, Lots 1 through 10; Block B, Lots 1 through 16; Block C, Lots 1 through 48; NOTTINGHAM FOREST, EIGHTH PLAT, a subdivision in the City of Overland Park, Johnson County, Kansas (collectively the "Lots");

WHEREAS, the Association, the Owners and the Developer desire to amend and modify certain of the provisions of the Declaration in the manner set forth herein;

NOW, THEREFORE, the parties hereto agree as follows:

1. In the event and to the extent the provisions of this Amendment are contrary to or more restrictive than the provisions of the Declaration, the provisions of this Amendment shall control.

2. (a) For purposes hereof, the term "Exterior Structure" shall mean any structure erected or maintained on a Lot other than the main residential structure or any structural component thereof, and shall include, without limitation, any deck, gazebo, greenhouse, doghouse or other animal shelter or run, -outbuilding, fence, privacy screen, boundary wall, bridge, patio enclosure, tennis court, paddle tennis court, swimming pool, hot tub, basketball goal, swingset, trampoline, sand box, playhouse, treehouse or other recreational or play structure. "Exterior Structure" shall not include any structure that is prohibited under Section 3, 4 or 5 of this Agreement.

(b) No Exterior Structure shall be erected upon, moved onto or maintained upon any Lot except (i) with and pursuant to the advance written approval of the Architectural Committee (as provided in Section 10 below), and (ii) in compliance with the specific restrictions set forth in subsection (c) below; provided, however, that the approval of the Architectural Committee shall not be required for any deck, gazebo or similar Exterior Structure that has been specifically approved by the Developer as part of the residential construction plans approved by the Developer and has been built in accordance with such approved plans.

(c) (i) All residential fences and privacy screens shall be consistent with the standard designs, heights and materials to be selected by the Architectural Committee. All fences shall be constructed with the finished side out. No metal (other than wrought iron), chain link or similar fence or privacy screen shall be permitted.

(ii) All basketball goals shall be free standing and not attached to the residence unless the Architectural Committee determines that there are compelling reasons for the basketball goal to be attached to the residence. All basketball goals shall be consistent with the standard designs and materials to be selected by the Architectural Committee. All backboards shall be clear or painted white and all poles shall be a neutral color. There shall be only one basketball goal per Lot. The Architectural Committee shall have the right to establish reasonable rules regarding the hours of use of basketball goals and any such rules shall be binding upon all of the Lots.

(iii) All recreational or play structures (other than basketball goals) shall be located behind the back building line of the residence.

(iv) All Exterior Structures shall be kept and maintained in good condition and repair at all times.

(v) No above-ground swimming pools shall be permitted. All pools and hot tubs shall be fenced. All pools and hot tubs shall be kept clean and maintained in operable condition.

(vi) All outside doghouses and other animal shelters and runs shall be located in the back yard, shall be up against or within two feet of the residence, shall be painted the same color as the residence and shall have roofs that are compatible with the residence. No dog, cat or other animal shall be kept on any Lot for commercial purposes. No more than three dogs or cats (or combination thereof) shall be kept on any Lot.

3. No television, radio, citizens' band, short wave or other antenna, satellite dish, solar panel, clothes line or pole, or other unsightly projection shall be attached to the exterior of any residence or erected in any yard. Should any part or all of the restriction set forth in the preceding sentence be held by a court of competent jurisdiction to be unenforceable because it violates the First Amendment or any other provision of the United States Constitution, the Architectural Committee shall have the right to establish rules and regulations regarding the location, size, landscaping and other aesthetic aspects of such projections so as to reasonably control the impact of such projections on the neighborhood and any such rules and regulations shall be binding upon all of the Lots.

4. No shed, barn, detached garage or other storage facility shall be erected upon, moved onto or maintained upon any yard. Storage shall be permitted under a deck provided such area is fenced or otherwise screened.

5. No speaker, horn, whistle, siren, bell or other sound device, except intercoms and those sound devices used exclusively for security purposes, shall be installed or maintained on the exterior of any residence or in any yard.

6. No vehicle, trailer, bus, camper, boat or similar apparatus shall be parked, left or stored in any yard. No truck or commercial vehicle shall be parked, left or stored in any driveway or street for more than an eight-hour period. No trailer, bus, van, camper, boat or similar apparatus shall be parked, left or stored in any driveway or street for more than a 24-hour period. It is the intent of the parties hereto that all automobiles shall be kept in an enclosed garage whenever possible.

7. All windows shall be constructed of glass, wood and metal clad and wood laminate; provided, however, that storm windows may be constructed of colored metal (other than silver). All exterior doors shall be constructed of wood, metal clad and wood laminate, colored metal (other than silver) and glass. All exterior doors shall be functional.

8. All lawns shall be fully sodded within five months following commencement of construction of the residence and shall remain fully sodded at all times thereafter. Within five months following commencement of construction of the residence, the Owner thereof shall expend a minimum of $500.00 for landscaping that portion of the Lot between the street and the front building line of the residence. No lawn shall be planted with zoysia grass. All vegetable gardens shall be located in the back yard.

9. No residence or Exterior Structure shall ever be used for business, professional, trade or commercial purposes; provided, however, that the foregoing restriction shall not prevent an Owner from maintaining an office area in Owner's residence in accordance with the applicable ordinances of the City of Overland Park, Kansas.

10.(a) The Architectural Committee shall be comprised of at least 13 members of the Association who shall be appointed by the Board of Directors (the "Board") of the Association in an impartial manner from those Association members who indicate a willingness to serve on the committee. It is the intention of the parties hereto that, if possible, no more than one committee member shall be from any Plat. No more than three members of the Board may serve on the Architectural Committee at any time. The positions on the Architectural Committee shall be divided into two classes with staggered two-year terms. No committee member shall serve for more than two consecutive terms (a full term being defined as 18 or more months).

(b) The Architectural Committee shall meet at least once each calendar month to consider applications with respect to Exterior Structures. Any application that is not acted upon by the Architectural Committee within 45 days of the date on which it is filed shall be deemed to have been approved. A majority of the members of the Architectural Committee shall constitute a quorum for the transaction of business at a meeting and every act or decision made by a majority of the members present at a meeting at which a quorum is present shall be regarded as the act or decision of the Architectural Committee.

(c) At each meeting, the Architectural Committee shall consider and act upon applications that have been submitted to it for approval with respect to Exterior Structures. In making its decisions, the Architectural Committee may consider any and all aspects and factors that the committee members, in their absolute discretion, determine to be appropriate to establish and maintain the quality, character and aesthetics of the Nottingham Forest neighborhood, including, without limitation, the plans, specifications, exterior colors, materials, location, elevation,, landscaping and use of the proposed Exterior Structure. All decisions of the Architectural Committee shall be in writing and delivered to the applicant, who shall be responsible for keeping the same. The Architectural Committee may establish in advance and change from time to time certain guidelines and conditions that it intends to follow in making its decisions.

(d) Any applicant who is dissatisfied with the decision of the Architectural Committee shall have the right to appeal such decision to the Board provided such appeal is filed in writing with a member of the Board within 15 days of the date the Architectural Committee renders its decision. Any decision rendered by the Board on appeal shall be final and conclusively binding on the applicant.

(e) Neither the Developer, nor the Association, nor any member of the Architectural Committee or the Board shall be personally liable to any person for any discretionary approval, disapproval or failure to approve any matter submitted for approval, for the adoption of any rules, regulations or guidelines or for the enforcement of any of the restrictions contained in this Amendment or in the Declaration.

11. Except as otherwise modified or amended hereby, the Declaration shall remain in full force and effect.

12. This Amendment shall become effective and binding upon all of the Lots upon (i) the valid execution hereof by the owners of record of at least 38 (more than 50% of the total) of the Lots, (ii) the execution hereof by the Developer and (iii) the recordation hereof in the office of the Register of Deeds of Johnson County, Kansas. The execution of this Amendment may occur in counterparts with only one copy of the main body hereof being recorded together with the various signature and acknowledgment pages from such counterparts. Within 15 days following the effective date of this Amendment, the Association shall mail or deliver to the owner of each Lot a notice containing such effective date.

13. The following grace or "grandfather" provisions shall apply to those non-conforming uses and Exterior Structures that exist on the date that this Amendment becomes effective:

(a) Owners of the following shall have 90 days after the effective date in which to conform to the requirements of this Amendment and to obtain the approval of the Architectural Committee:

(i) basketball goals;

(ii) doghouses and other pet shelters; and

(iii) play structures not located behind the back building line of the residence.

(b) There shall be no grace or grandfather period for any violation of Section 3, 4, 5, 6, 7 or 8 above; provided, however, that any existing zoysia lawn shall be grandfathered so long and only so long as such lawn is maintained in good condition and substantially within the boundary lines of the Lot.

(c) Existing Exterior Structures other than those referred to in paragraphs (a) through (c) above shall be grandfathered from the provisions of Section 2 above so long and only so long as they remain in good repair and condition. Any replacements or additions to such structures shall be subject to the provisions of Section 2 above.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

NOTTINGHAM FOREST HOMES ASSOCIATION, INC., a Kansas not-for-profit corporation