SETTLEMMENT, AGREEMENT AND RELEASE

This Settlement Agreement and Release ("Agreements) is made and entered into this 30th day of April, 1993, by and between Nottingham Forest Homes As ("Nottingham") , Jim Bobowski, Ray Godbout, Paul Hasty, Bruce Keil, Don Kinney, Terri Springer, and Lisa Thurston (collectively, the "Board") , and Richard and Mary Anderson, William and Jeannie Anderson, R.N. Allen, Dale and Marlene Beneke, Doloris Benjamin, Bill and Diane Bergner, John and Kathleen Bins, Bernard and Nancy Boyer, C.R. and Kathryn Bradley, Boyd I. Brooks, Dan and April Broyles, Charles and Helen Bryan, Paul and Claudia Burch, Roy and Mamie Buchanan, Leroy and Orvillene Conner, Thomas and Millie Creach, Thomas and Andrea Cygan, Elmer and Marilyn Dinkel, Edward and Margaret Espinosa, James Ferguson, Ronald and Cherrel Fisher, T.E. Gerrity, Kalen and Laura Gunderson, Haritos and Thomay Haritou, Ronald and Pat Harland, Allen Havlin, Jerry and Linda Hawk, Dennis and Beth Hendrickson, James M. Kemp, Dieter and Phyllis Kiefer, Michael Kreiter, Gerald and Connie Krueger, John Laws, Don and Barb Littell, John and Mary Lyell, Paul and Nancy Macleod, Michael Mahoney, Mike and Michele McKee, Rufus and Betty Munn, Roger and Pat Nicholson, Robert and Peggy Niles, Darrel and Nola Odle, Ted and Pamela Parrot, Samuel and Anna Potter, Bill and Vicki Reynolds, Joe and Isabel Rodrigues, Rex and Diane Rudy, Charles and Gloria Rutledge, David Sheldon, Peter and Adriana Sikkel, Tom and Nancy Slater, Gary and Ellen Steger, Neil Stevens, Kent and Sue Thoeni, Glen and Zola Tolman, Ken and Joan Wolfe, Leslie and Susan Young, Thomas E. and Janet Alex, Albert L. Kight, Glennon J. and Catherine J. Jennwein, C. Kermit and Elizabeth K. Scarborough, Gary A. and Connie Shaull, Jack and Marlys Wallace, Matthew A. and Elizabeth Murphy, and Carol Shomin (collectively, the "Plaintiffs").

WHEREAS, Nottingham is a not-for-profit Kansas corporation formed to oversee the affairs of the Nottingham Forest subdivision in overland Park, Kansas.

WHEREAS, the Board is made up of individuals who are current or former members of the Nottingham board of directors who are currently defendants in a lawsuit styled Richard and Mary Anderson, et al. vs. Nottingham Forest Homes Association, et. al., No. 92C5077, District court of Johnson County, Kansas ("Case No. 92C507711).

WHEREAS, Plaintiffs are residents of the Nottingham Forest subdivision who filed Case No. 92C5077 seeking declaratory, provisional and other relief against Nottingham and the Board.

WHEREAS, the Nottingham membership voted by a margin of 287 in favor and 181 against to approve the resolution to raise the annual dues of Nottingham members from $175 to $250 and to assess' all Nottingham members a one time $350 special assessment for the purpose of acquiring and maintaining the swimming pool and tennis courts now owned by Nottingham, referred to below as the "Recreation Facilities", at a Special Meeting of the Nottingham membership on November 25, 1991.

WHEREAS, Plaintiffs filed Case No. 92C5077 against Nottingham and the Board to, among other things, seek a declaratory judgment that the November 25, 1991 vote of the Nottingham membership be declared null and void.

WHEREFORE, Nottingham, the Board, and the Plaintiffs hereby seek to settle all claims asserted in case No. 92C5077, and all other claims relating to the operation of Nottingham or the acts of the Board in any way,, Nottingham, the Board and Plaintiffs hereby agree to the following:

I. Common Areas Advisory Committee: The Board and Plaintiffs agree to the formation of a seven-member Common Areas Committee for Nottingham, which shall study the condition and maintenance of the common areas and the pool and tennis courts owned by Nottingham (the "Recreation Facilities"), and make advisory reports thereon to the Nottingham board of directors. The Nottingham board of directors and Plaintiffs shall select the members to serve on said committee for the first year. The members of the Common Areas Committee shall serve until the next annual meeting after their selection, and subsequent members will be nominated and elected at large by the Nottingham membership at the annual meeting of the Nottingham membership. The Common Areas Committee shall be an advisory committee to the board of directors which will study the expenses of Nottingham's common areas and -Recreational Facilities and make recommendations to the Nottingham board of directors at fiscal year end as to any modifications in the funding of these areas. It will have no independent power to submit resolutions or proposals to the Nottingham membership, nor will its findings bind Nottingham or the board of directors in any manner.

II. Annual Dues: The annual dues, fees and assessments for fiscal year 1993 will be at the same level as the membership approved for fiscal year 1992, namely, $250.00. All Plaintiffs shall pay in full their 1992 dues, plus accrued interest, within 10 days of the execution of this Agreement. All Plaintiffs shall pay in full their 1993 dues under the terms set forth in the invoices mailed by Nottingham to the membership for payment of these dues.

III. Proxy Voting in Future: The parties to this Agreement shall not vote by proxy at the Nottingham membership meeting described in paragraph XI of this Agreement. The Bylaws Committee (see paragraph VII below) will study the issue of proxy use and make recommendations to the Nottingham board of directors regarding future modifications to the Articles and/or Bylaws to regulate proxy use after the closing of the membership meeting described in paragraph XI of this Agreement.

IV. Separate Budget Line Item for Common Areas and Recreation Facilities: The annual Nottingham budget shall show the total budgeted amounts for improvement and maintenance to common areas, and improvement and maintenance to the Recreational Facilities, as separate line items in the annual budget. Funds from one line item (i.e., Recreational Facilities) can be used for expenses under another line item absent an amendment to the Bylaws preventing such action.

V. Information to Nottingham Members: Nottingham shall publish a newsletter to all members, not less than quarterly. The newsletter shall contain or attach a summary of the actions and decisions of the Nottingham board of directors and accounting information regarding operations of Nottingham, all to be approved by the Nottingham board of directors prior to publication (see paragraph VI below).

VI. Access to Financial Records: Nottingham will provide the Nottingham members with a quarterly accounting of its financial operations in the form of a financial statement, to be published with the newsletter referenced in paragraph V above whenever possible. Any party requesting additional financial information may review the financial books and records of Nottingham upon ten working days notice to the President, Secretary or Treasurer of Nottingham. Any party requesting an independent audit of Nottingham's books and records shall pay for any such independent audit. Copies of requested documents shall be furnished to members pursuant to Nottingham-Is current policy on photocopies (which may be obtained from the Secretary).

VII. Budget: Nottingham shall mail a copy of its annual budget to all members no later than thirty days before the annual meeting.

VIII. Bylaws Advisory Committee: The Nottingham board of directors and Plaintiffs shall cause to be formed a Bylaws Committee consisting of seven members. The Nottingham board of directors and Plaintiffs shall select the members to

RESOLVED, that all acts of the Association I s Board of Directors and Officers in carrying out the November 25, 1991 Resolution of the membership of the Association are hereby ratified.

R.ESOLVED, that the Settlement Agreement and Release entered into between the Association, the individual board of director Defendants in Richard and Mary Anderson, et al. vs. Nottingham Forest Homes Association, et al., Case No. 92C5077, District Court of Johnson County, Kansas ("Case No. 92C5077"), and the named Plaintiffs in Case No. 92CS077, is hereby adopted, approved and ratified.