THIS DECLARATION WITNESSETH THAT:

WHEREAS, HANOVER DEVELOPMENT COMPANY, a Kansas partnership; CYRIL VAN KEIRSBILCK and MARY F. VAN KEIRSBILCK, husband and wife; R. A. AKERS COMPANY, INC., a Kansas corporation; WAYNE "E" SMITH, INC., a Kansas corporation; and TOM VAN CONSTRUCTION, INC., a Kansas corporation, herein after referred to collectively as Developers, are the owners of:

Block 5, Lots 3 through 11; Block 6, Lots 15 through 33; Block 15, Lots 19 through 30; Nottingham Forest, Ninth Plat, a subdivision of land in the City of Overland Park, Johnson County, Kansas

as the ease are shown by the recorded plat thereof, filed on the day of , 1984 as instrument number ________, in the office of the Register of Deeds of Johnson County, Kansas, together with other tracts of land as shown on said plat,

Whereas, Developers now desire to place certain restrictions upon said

Block 5, Lots 3 through 11; Block 6, Lots 15 through 33; Block 15, Lots 19 through 30; Nottingham Forest, Ninth Plat, a subdivision of land in the City of Overland Park, Johnson County, Kansas

for the use and benefit of themselves and for the use and benefit of their future grantees.

NOW, THEREFORE, Developers, for and in consideration of the benefits to themselves, their successors and assigns, and their future grantees, do hereby declare that:

Block 5, Lots 3 through 11; Block 6, Lots 15 through 33; Block 15, Lots 19 through 30; Nottingham Forest, Ninth Plat, a subdivision of land in the City of Overland Park, Johnson County, Kansas

shall be and the same hereby are restricted as to their use in the manner heroin set forth:

1. Definition of Terms Used. For the purpose of these Restrictions, the word "street" shall mean any street, road, terraces drive, circle, or boulevard.

The word "outbuilding" shall mean an enclosed covered structure not directly attached to the residence to which it is appurtenant.

The word "lot" as used herein may mean either any lot as platted, or any tract or tracts of land as conveyed, which may consist of one or more lots, or a part or carts of one or more lots as platted, and upon which a residence may be erected in accordance with the restrictions herein contained. A corner lot shall be deemed to be any lot having more than one street contiguous to it.

2. Use of Land. None of the lots hereby restricted may be improved, used or occupied for other than private residence purposes, and no duplex, flat or apartment house, although intended for residence purposes, may be erected thereon. Any residence erected or maintained on any of the lots hereby restricted shall be designated for occupancy by a single family. No trailer, basement, tent, shack, garage, barn or other outbuilding erected on any lot covered by these Restrictions shall at any time be used for human habitation, temporarily or permanently, nor shall any residence of a temporary character be erected on any of said lots or used for human habitation; however this restriction shall not prevent Developers or others authorized by then from erecting temporary buildings and using such temporary buildings or residences for office, sales and storage purposes during the development of said plat.

3. Building Material Requirements Exterior walls of all buildings, structures and all appurtenances thereto shall be of brick, stone, stucco, wood,, shingles, wood siding, wood paneling, glass blocks or any combination thereof. Windows, doors and louvers shall be of wood and glass. Roofs with a pitch of three (3) inches or more per foot shall be covered with shingles, wood shakes, slate or tiles. Flat roofs, or roofs with a pitch of less than three (3) inches per foot, shall be covered with tin, built up asphalt, wood shingles, wood shakes, asbestos shingles, slate or tile. All wood exteriors except roofs and shake side walls, shall be covered with not less than two (2) coats of high quality paint or stain. No building shall be permitted to stand with its exterior in an unfinished condition for longer than five (5) months after commencement of construction, except shake side walls. In the event of fire, windstorm or other damage, no building shall be permitted to be in a damaged condition longer than three (3) months. All exterior basement foundation walls which are exposed in excess of twelve (12) inches above final grade shall be painted the same color as the house or covered with siding compatible with the structure.

4. Area. No dwelling shall be constructed or permitted to remain upon any lot in this subdivision unless it meets the following ground floor area requirements:

(a) One (1) story dwellings must have a ground floor area of not less than two thousand six hundred (2,600) square feet.

(b) Two (2) story dwellings must have a total floor area of not less than two thousand six hundred (2,600) square feet.

(c) One and one-half (1 ½ ) story dwellings must have a ground floor area of not less than one thousand eight hundred (1,800) square feet and a total floor area of not less than two thousand six hundred (2,600) square feet.

5. Approval of Buildings No residence building, outbuilding or other structure may be erected upon or moved onto any lot hereby restricted unless and until the building plans, specifications, exterior color scheme, materials, location, elevation and grade thereof have been submitted to and approved by Developers,, in writing; nor shall any change or alteration in said building plans, specifications, exterior color scheme materials, location elevation and grade thereof be made until such change or alteration has been submitted to Developers and approved by them, in writing.

No residential building which has previously been at another location shall be moved onto any lot in this subdivision.

No residential building designed as a "ranch with basement garage", or a "side-by-side split level" residential building shall be constructed on any lot within Nottingham Forest.

Anything in this Declaration to the contrary notwithstanding, Developers, their successors and assignee shall have and do hereby reserve the right to determine the location of all buildings upon a respective lot or lots and the relation of the to of the foundation of said building to the street level.

If Developers fail to approve or disapprove of any such building plans, specifications, exterior color schemes materials locations elevation and grade thereof within thirty (30) days after submission, and if no suit to enjoin the erection of such building or the making of any alteration thereto has been commenced prior to completion thereof, such approval shall not be required and this restriction shall be deemed to have been fully complied with. Developers shall not be liable for any approvals disapproval or failure to approve hereunder and any such approval, disapproval or failure to approve given shall not be considered as a waiver of any requirement of or any restriction in this Declaration of Restrictions. Nothing herein contained shall in any way be deemed to prevent any of the owners of any lot within Nottingham Forest from maintaining any action relating to improvements within Nottingham Forest as he would otherwise be entitled to maintain.

6. Commencement of Construction. Construction of the residential building shall be commenced within ninety (90) days of the date of delivery of a Warranty Deed from Developers for the purchase of a lot within Nottingham Forest. In the event such construction is not commenced within said ninety (90) days, Developers shall have the right to repurchase the lot, at its original sales price. No owner of a lot in violation of this construction provision shall be entitled to reimbursement for tax or interest paid by such owner from the time of the delivery of said Warranty Deed.

7. Construction of hedges, fences and boundary walls Any hedge, fence or boundary wall shall be ornamental and shall not disfigure the property or the neighborhood. No fence or boundary wall exceeding six (6) feet in height shall be constructed without the written consent of the Developers, if a part of the original constructions or the written consent of the Nottingham Forest Homes Associations if constructed after the residential structure is completed.

8. Set Back Requirements, Ground Frontage No residence or other structure shall be located closer than thirty-five (35) feet to any street, provided however, that Developers shall have and do hereby reserve the right and power to permit such distance to be reduced to not less than thirty (30) feet. The exercise by Developers of the powers to modify set-back requirements or ground frontages with respect to any one (1) lot hereby restricted shall not in any way limit the right of Developers to exercise such powers or to refuse to exercise such powers with respect to any other lot hereby restricted, nor shall the refusal of Developers to exercise such powers with respect to any one (1) lot inhibit or limit their right and power to thereafter exercise such powers with respect to any other lot.

9. Buildings or Uses Other Than for Residential Purposes. - Noxious Activities.

(a) No building or structure of any sort may ever be placed, erected or used for business, professional, trade or commercial purposes on any lot hereby restricted. No noxious or offensive trade or activity shall be carried on with respect to any lot hereby restricted, nor shall any trash, ashes or other refuse be thrown, placed or dumped upon any such lot, nor .shall an g ever be done which may be or become an annoyance or a nuisance to the neighborhood.

(b) No vehicle, truck, trailer, bus, camper, boat or other apparatus, except passenger automobiles, shall be left or stored on said property, except in an enclosed garage.

(c) No television or radio antenna or basketball goal shall be placed on the exterior of any structure or constructed separately.

10. Livestock and Poultry Prohibited. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot hereby restricted except that dogs, cats and other common household pets may be kept so long an they are not kept, bred or maintained for commercial purposes. In no event, however, shall more than two (2) dogs be raised, bred or kept an any lot hereby restricted. Any greenhouse shall be in the rear of the house.

11. Landscaping and Lawns. At the time of construction of each residential building, the owner of each of the lots shall expend a minimum of five hundred and 00/100 ($500.00) dollars for landscaping that portion of the lot between the street and the front building line of the structure. All lawns shall be fully sodded prior to occupancy or shall be planted with zoysia strips no farther than twelve (12) inches apart or zoysia plugs no farther than six (6) inches apart, with the exception of areas designated by the Developers which may be left as a natural area.

The landscaping shall be completed within five (5) months from commencement of construction of the residential building.

12. Easements for Public Utilities. Developers shall have and do hereby reserve the right to locate, erect, construct, maintain and use, or authorize the location, erection, construction, maintenance and use of drains, sanitary and storm sewers, gas and water mains and lines, electric and telephone lines and other utilities, and to give or grant rights of way or easements therefore over and upon any part of any lot hereby restricted. No water from roof and down spouts, basement garage drains or surface drainage shall be placed in or connected to any sewer line nor shall any other connection of any kind be made to a sewer line without the areas written approval of Developers, their successors or assigns.

13. Right to enforce. The restrictions herein set forth shall run with the land and shall bind the present owner, its successors and assigns, and all parties claiming by, through or under it, shall be taken to hold, agree and covenant with the owner of the lots hereby restricted and with its successors and assigns, and with each of them, to conform to and to observe said restrictions as to the use of said lots and the construction of improvements thereon. No restriction herein set forth shall be personally bonding upon any corporation, person or persons except in respect to breaches committed during its, his, her or their seizing of title to said lots. Developers, their successors and assigns, and also the owner or owners of any of the lots hereby restricted, shall have the right to sue for and obtain an injunction, prohibitive or -mandatory, to prevent the breach of or to enforce the observance of the restrictions above set forth, in addition to any ordinary legal action for damages, and the failure of developers, their successors or assigns, or any owner or owners of any lot hereby restricted to enforce any of the restrictions herein set forth at the time of its violation shall, in no event, be deemed to be a waiver of the right to do so thereafter. Developers may, by appropriate agreement made expressly for that purpose, assign or convey to any person or corporation, all of the rights, reservations and privileges herein reserved by or granted to it, and their assigns or grantees may at their option exercise, transfer or assign those rights or any one or more of them at any time or times In the same way or manner as those directly reserved by or granted to them in this instrument.

14. Modification of Restrictions. The covenants, restrictions and provisions of this instrument shall be deemed covenants running with the land and shall remain in full force and effect until May 1, 1998, at which time said covenants,, restrictions and provisions shall automatically be extended for successive periods of five (5) years each, unless such covenants, restrictions and provisions are amended, modified or changed or canceled, in whole or in part,, by written agreement, signed by the owner or owners of more than fifty (50%) percent of the lots hereby restricted and recorded in the office of the Register of Deeds of Johnson County, Kansas, at least one (1) year prior to the original expiration date or to a subsequent expiration date, whichever is applicable. Provided, however, said covenants,, restrictions and provisions may be amended, modified, changed or canceled, in whole or in part, at any time prior to May 1, 1998 by written instrument signed by both the owner or owners (including therein Developers if they then be owners) of fifty (.50%) percent of the lots hereby restricted and by Developers and recorded in the office of the Register of Deeds of Johnson County, Kansas, said instrument to be effective upon the date of its recording. Provided, further, in determining the fifty (50%) percent of lot ownership required by this paragraph, lots which are then subject to a mortgage or deed of trust shall not be counted in determining such ownership, unless the holder of such mortgage or deed of trust shall consent to such action, In a writing properly acknowledged and filed for record In the office of the Register of Deeds of Johnson County, Kansas.

15. Separability. Invalidation of any restrictions set forth heroin or any part thereof by an orders judgment or decree of any court, or otherwise, shall not invalidate or affect any of the other restrictions or any part thereof as set forth herein, but they shall remain in full force and effect.

IN WITNESS WHEREOF, CYRIL VAN KEIRSBILCK and MARY F. VAN KEIRSBLICK, husband and wife; R. A. AKERS COMPANY, INC., a Kansas corporation; WAYNE 'E' SMITH, INC., a Kansas corporation; and TOM VAN CONSTRUCTION, INC., a Kansas corporation,, have caused this instrument to be executed this __ day of August, 1984.