RESTRICTIVE COVENANTS APPLYING TO

STONEBRIDGE SUBDIVISION

BERNARD NABHOLZ AND/OR BN FAMILY INVESTMENTS Ltd.

TO

THE PUBLIC

        Whereas, Bernard Nabholz, hereinafter designated as Grantor, is the owner of the following described property in the City of Conway, Faulkner County, Arkansas, to-wit:

Being the NW1/4, SE1/4, Section 8, T-5-N, R-13-W, Faulkner County, Arkansas, also described as beginning at the NE corner of said NW1/4, SE1/4; thence along East line of said NW1/4, SE1/4, S-0-31-12-E 1338.30 feet to the SW corner of said NW1/4, SE1/4; thence along West line of said NW1/4, SE1/4 N-0-04-38-W 1322.42 feet to the NW corner of said NW1/4, SE1/4; 1327.86 feet to the point of beginning containing 40.7 acres, more or less.

        Whereas, it is deemed desirable that the above described property be now subdivided into lots and streets, as shown on the plat of said property as recorded on Book of Town Plats, Volume  E      , page   84 ,

of the records of Faulkner County, Arkansas, and that said property be held, owned and conveyed subject to the protective covenants here in contained in order to enhance the value of said property;

        NOW THEREFORE, the said Bernard Nabholz for and in consideration of the benefits to accrue to it, which benefits are hereby acknowledged to be of value, has heretofore caused to be made a plat, recorded as above stated, a copy of which is hereto attached, and by said Grantor showing the bounds and dimensions of the property now being subdivided into lots, and its description by lots and streets; the said Grantor hereby donates and dedicates to the public forever an easement and right-of-way upon, over and across said streets as shown by said plat, to be used as public streets.

        THE FILING OF said plat and of these Restrictive Covenants and a copy of said plat for record in the office of the Circuit Clerk and Ex-Official Recorder of Faulkner County, Arkansas, shall be valid and complete delivery and dedication of the streets, subject to the limitations herein set out.

        THE LAND EMBRACED in said plat shall forever be known as Stonebridge Subdivision to the City of Conway, Arkansas, and each and every deed of conveyance for any lot in said subdivision describing the same by the lot number shown on said plat shall forever be deemed a sufficient description thereof. The owners of the separate lots in Stonebridge Subdivision shall own the fee simple title to the center line of all streets upon which said lots abut, subject to the public easement aforesaid.

        SAID LAND HEREIN platted, and any interest therein, shall be held owned and conveyed subject to and in conformity with the following covenants, to-wit:

PART     A.    SPECIFIC PROVISIONS

1.        LAND USE AND BUILDING TYPE. No lot or site shall be used except for residential purposes. No building shall be erected, altered, placed or permitted to remain on any lot of site other than one detached single-family dwelling not to exceed two and one-half stories in height, with a private (garage for not more than three cars). No other out buildings may be erected or allowed to remain without the written approval of the Architectural Control Committee having been first obtained, as provided in Part B hereof.

As herein used, the word “site” shall be constructed to mean any tract of land which is under common ownership and which is utilized for one detached single-family dwelling as herein set forth whether same be one or more lots as shown on the aforesaid plat, or combination of all or portions of two or more lots which are adjacent of or adjoin in such manner so as to form one single continuous tract without the intervention of public streets or other public or private ways.

2.        ARCHITECTURAL CONTROL.  The construction, erection, placement or alteration of any building or improvement on any site shall be begun only after the construction plans and specification therefor, together with a plot plan showing the location of the structure or improvement upon the site, have been submitted to and approved by the Architectural Control Committee as to quality of workmanship and as to location with respect to topography and finish grade elevation. No fence or wall shall be erected, placed or altered on any lot nearer to any street than the minimum building setback line unless similarly approved. All fencing shall be constructed of wood, unless expressly approved by Architectural Control Committee. Approval shall be as provided in Part B hereof.

3.        DWELLING SIZE AND QUALITY.  No dwelling shall be permitted on any lot the ground floor area of which, exclusive of one story open porches and garages is less than 1,200 square feet for more than one story. All dwellings shall be principally brick-veneered unless otherwise approved by the Architectural Control Committee. It is the intention and purpose of the covenant to assure that all dwelling shall be of a quality of workmanship and materials substantially the same or better than that which can be produced on the date these covenants are recorded for the minimum permitted dwelling size.

4.        BUILDING LOCATION.  No building shall be located on any lot nearer to the front line or nearer to the side street line than the minimum building setback lines shown on the recorded plat. No building shall be located nearer to any side yard line than 8 feet or 25 feet to rear yard line, as side yard and rear yard are defined in the zoning ordinance of the City of Conway, Arkansas. Any deviations from any of the provisions of the sub-section must be approved by the Architectural Control Committee and the Board of Adjustment of the City Planning Commission.

5.        UPKEEP OF LOTS.  It shall be the duty and responsibility of the owner or owners of each lot or site, whether the same be improved or unimproved, occupied or unoccupied to keep such premises clean and in good order and repair, including but not limited to, the seeding, watering and mowing of all lawns, the pruning, cutting of all trees, shrubbery and the painting (or other external care) of all building and other improvements, all in a manner and with such frequency as is consistent with good property management. Any owner or owners who shall fail to comply with the provisions of this section shall be notified in writing by the Architectural Control Committee of such failure. If such owner or owners fail to clean and/or mow the said site within ten days after the date of said notice, the Architectural Control Committee shall be empowered to employ persons, firms or corporations to clean and/or mow such site and to pay therefor. Upon such payment the sum so paid by the Architectural Control Committee shall create a valid and enforceable lien upon such lot or site.

6.        COMPLETION OF IMPROVEMENTS.  All residences must be completed in substantial compliance with the plans and specifications therefor, and must be ready for occupancy, including landscaping, grading, shrubbery, drives, walks and lawns, within a reasonable time, but in no event later than one year after commencement of construction thereof. If not completed within such time the Architectural Control Committee may do and perform all necessary acts and things to cause the same to be completed and all costs incurred in so doing shall constitute a valid and enforceable lien against said property until fully paid.

7.        LOT AREA AND WIDTH.  No dwelling shall be erected or placed on any lot having width of less than fifty (50) feet at the minimum building setback line nor shall any dwelling be erected or placed on any lot having an area of less than Seven Thousand Five Hundred (7,500) square feet.

8.        EASEMENTS.  Easements for installation and maintenance of utilities and drainage facilities are reserved as shown on the recorded plat. Within these easements, no structure, planting or other material shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities, or which may change the direction of flow of drainage channels in the easements, or which may obstruct or retard the flow of water through drainage channels in the easements. The easement area of each lot and all improvements in it shall be maintained continuously by the owner of the lot, except of those improvements for which owner a public authority or utility company is responsible.

9.        NUISANCES.  No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done therein which may be or may become an annoyance or nuisance to the neighborhood.

10.     TEMPORARY STRUCTURE.  No structure of a temporary character, trailer, basement, tent, shack, garage, barn or other outbuilding shall be used on any lot any time as a residence either temporarily or permanently.

11.     LIVESTOCK AND POULTRY.  No animals, livestock or poultry of any kind shall be raised or kept on any building site, except that dogs, cats or other household pets may be kept, provided that they are not kept or maintained for any commercial purposes.

12.     ANTENNA HEIGHT REGULATION.  No antenna shall be erected that will extend over twenty (20) feet above the roof line of the house it is fastened. No free standing antenna tower of any type shall be erected.

PART B.        ARCHITECTURAL CONTROL COMMITTEE

1.        MEMBERSHIP.  The Architectural Committee is composed of Bill F. Johnson and Ritchie D. Howell, both of Conway, Arkansas. A majority of the committee may designate a representative to act for it. In the event of death or resignation of any member of the committee, the remaining member shall have full authority to designate a successor. Neither the members of the committee nor its designated representative shall be entitled to any compensation for performance pursuant to this covenant. At any time, the then record owners of a majority of the lots shall have the power through a duly recorded written instrument to change the membership of the committee or to withdraw from the committee or restore it to any of its powers and duties.

        A. Bill F. Johnson and Ritchie D. Howell resigned from their positions on the Architectural Committee in December of 2005 in accordance with the provisions of the Covenants. Mr. Johnson resigned first, with Mr. Howell appointing David W. Corless to take Mr. Johnson's position. Mr. Ritchie D. Howell then resigned. Mr. Shawn Carroll was then appointed to fill the vacant position. (This section B.1.A. is not part of the original covenants). The rest of the covenants remain exactly as initially drawn up.

2.        PROCEDURE.  The committee’s approval or disapproval as required in these covenants shall be in writing. In the event the committee or its designated representative fails to approve or disapprove within 30 days after plans and specifications have been submitted to it, or in any event, if no suit to enjoin the construction has been commenced prior to the completion thereof, approval will not be required and related covenants shall be deemed to have been fully complied with.

PART C.        GENERAL PROVISIONS

1.        TERM.  These covenants are to run with lands and shall be binding on all parties and all persons claiming under them for a period of twenty-five (25) years from the date these covenants are recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years unless an instrument signed by a majority of the then owners of the lots has been recorded agreeing to change said covenants in whole or in part.

2.        ENFORCEMENT.  Enforcement shall be by proceedings of law in equity against any person or persons violating or attempting to violate any covenant either to restrain violation or to recover damages.

3.        SEVERABILITY.  Invalidation of any one of these covenants by judgment of court order shall in no way affect any of the other provisions, which shall remain in full force and effect.

4.        ZONING AND SPECIFIC RESTRICTIONS.  Controls do not supersede Law of Governmental authority. The Restrictions set forth herein shall not be taken as permitting any action or thing prohibited by the applicable zoning law, or laws, rules or regulations of any governmental authority, or by specific restrictions imposed by any deed or lease. In the event of any conflict, the most restrictive provision of such laws, rules, regulations, deeds, leases or the Restrictions shall be taken to govern and control.

The undersigned corporation, being the owner and developer of Stonebridge Subdivision to the City of Conway, Faulkner County, Arkansas, does hereby affix its seal to this instrument of Restrictive Covenants for the purposes as are set forth herein above.

ATTEST: //signed//  Joseph F. Nabholz                          BY:  //signed//  Bernard Nabholz – General Partner

Subscribed and sworn to before me this 19^th day of April, 1984.

                                                                                                //signed//  Katherine L. McKinney

                                                                                                Notary Public

My Commission Expires  9-16-91