Supplemental Declarations

The Supplemental Declarations apply to each new section as the developer built out Westside over the years. Refer to Neighborhood sections map, or your closing documents, to determine which section you are in. For the most part these supplements are exactly the same. Most of these refer to new construction, but apply to modifications and maintenance of your property.

This is an electronic copy of the Covenants, Conditions & Restrictions (CCRs) presented for the convenience of the reader. It is not guaranteed to be an accurate copy of the CC&R for Westside At Buttercup Creek and should not be relied upon for legal purposes. For an accurate copy, refer to the actual CC&R document you received at closing or contact the property manager.

Phase 4

SECTION 1 AND 2
SECTION 3
SECTION 4
SECTION 5
SECTION 6
SECTION 7
SECTION 8
SECTION 9
SECTION 10

Phase 5 (Preserve)

SECTION 1
SECTION 2
SECTION 3
SECTION 4
SECTION 5
SECTION 6
SECTION 7
SECTION 8
SECTION 9
SECTION 10
SECTION 11
SECTION 12
SECTION 13
SECTION 14
SECTION 15

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, PHASE 4, SECTION 1 AND 2

WHEREAS, Declarant is the owner of the "Initial Property," being all of the residential lots, landscape reserves and all other lands within the final plat of "Buttercup Creek Phase IV, Sections 1 and 2," a subdivision of approximately 60.239 acres of land in Williamson County, Texas, according to the map or plat thereof (the "Plat") recorded under Cabinet K, Slides 325-328 of the Plat Records of Williamson County, Texas, (herein referred to as the "Neighborhood"); WHEREAS, Section 5 of Article XII of the Original Declaration grants Declarant the right and privilege to impose additional covenants, conditions and restrictions on particular portions of the real property subject to the Original Declaration, and under Article I, Section 16 thereof to designate certain portions of such property as one or more "Neighborhoods" as defined in the Original Declaration; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property, within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the above Plat as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 60.239 acres platted as "Buttercup Creek Phase IV, Sections 1 and 2" shall be a "Neighborhood" as defined in the original Declaration.

B. The land subject to the plat shall hereafter be known as Westside at Buttercup Creek, Sections One and Two, and is hereby declared a "Neighborhood" within Westside at Buttercup Creek.

C. The Owners of Lots within the Neighborhood shall have the right and are hereby granted non exclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a non-exclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

D. The Declarant, for each Building Plot owned within the Neighborhood, hereby creates and reserves, and each owner of any Building Plot in the Neighborhood by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agree, that the Base Annual Assessments, applicable Neighborhood Assessments, if any, and Special Assessments, together with interest, collection costs and reasonable attorney's fees, applicable to each such Building Plot as provided in the Original Declaration shall be a charge on the land and shall be secured by a continuing Vendor's Lien thereon herein and hereby reserved and retained in favor of, and hereby irrevocably assigned over to, the Association.

E. All lands and Lots within the Neighborhood shall be and are hereby made subject to the following use limitations and restrictions in addition to those set forth in the Original Declaration and the following use limitations and restrictions are hereby created as covenants running with title to all land (or the relevant specified portion or portions thereof) within the Neighborhood:

Section 2. ROOFING MATERIALS. All roofs shall be composition shingles of a type and weight approved in writing by the New Construction Committee or the Modifications Committee, as the case may be.

Section 3. GARAGE AND GARAGE ACCESS. (a) All garages to be constructed within the Neighborhood must be approved in writing by the New Construction Committee. All detached garages shall be no more than one story in height, and attached garages may be up to two stories in height. All overhead garage doors must be constructed of real wood or metal approved as to style and appearance by the New Construction Committee or Modifications Committee, as the case may be. No masonite, plywood or glass shall be permitted in overhead garage doors. (b) No attached garage in the Neighborhood shall have more than one (1) story of habitable space above the first story, and the first story shall be reserved and utilized solely for parking of motor vehicles. (c) No Lot in the Neighborhood may have garage access from (i.e., driveway access onto) Lakeline Boulevard.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least ten feet (10') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living unit in the portion of the Neighborhood located south and west of South Lakeline Boulevard shall not be less than Two Thousand Two Hundred (2,200) square feet. The living area of each Living Unit in the portion of the Neighborhood located north and east of South Lakeline Boulevard shall not be less than One Thousand Six Hundred Forty-Eight (1,648) square feet.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping) may be constructed on any Lot in the Neighborhood closer than eight feet (8') from the rear property line of any Lot, or closer than five feet (5') from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Section 10. DEVELOPMENT PERIOD. During the period of time that any Lots or Living Units located within the Neighborhood are being developed and marketed ("Development Period"), Declarant, with the right of assignment, shall have and hereby reserves the right to reasonable use of the Common Properties owned by the Association in the Neighborhood in connection with the promotion and marketing of land within the boundaries of the Property (as defined in the Original Declaration).

Section 11. INTENT AND AMENDMENT. It is the intent of Declarant that the covenants, conditions and restrictions for in this Supplemental Declaration apply only to the Neighborhood (i.e., the areas described in the plat identified above). Notwithstanding any provisions of this Supplemental Declaration to the contrary, it is also the intent of Declarant that the specific restrictions that are imposed on the Neighborhood only in and by virtue of this Supplemental Declaration (other than those in the original Declaration that are, in whole or in part, repeated herein) may be amended by an instrument evidencing the written consent of both (i) seventy-four percent (74%) of the total votes of the Class A Members of the Association owning one or more Lots in this Neighborhood and (ii) Declarant, as long as Declarant owns any part of the Property subject to the Original Declaration (by annexation or otherwise) or any Annexable Land.

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 3

THIS SUPPLEMENTAL DECLARATION OF RESTRICTIONS (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof,, by Lumbermen's Investment Corporation, a Delaware Corporation, herein referred to and acting as Declarant.

WHEREAS, on July 26, 1994 Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas;

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 3 as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 32.924 acres platted as "Buttercup Creek Phase IV, Section 3" is declared to be a "Neighborhood" in the Original Declaration, and shall be known as part of Westside at Buttercup Creek. Lots 10 (park) and ll (drainage and utility easement) of Block A are "Common Properties".

B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted non-exclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a non-exclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

D. All lands and Lots within the Neighborhood shall be and are hereby made subject to the following use limitations and restrictions in addition to those set forth in the Original Declaration and the following use limitations and restrictions are hereby created as covenants running with title to all land (or the relevant specified portion or portions thereof) within the Neighborhood:

Section 1. WALLS AND FENCES. In order to maintain the theme and character of the Properties subject to the Original Declaration in general, and the uniform plan and character of Lakeline Boulevard in particular, all fences adjacent to Lakeline Boulevard shall be maintained by the owners of the Lots on which such fences are located in the original style and location unless a change is subsequently approved in writing by the New Construction Committee. It is contemplated that the fence on Lots 1 and 2 of Block A, adjacent to Lakeline Boulevard, will initially be a wood privacy fence. The owners of such Lots may jointly choose to remove the wood fence and replace it with a wrought iron fence of a design approved by the New Construction Committee. At all times, the fences on Lots 1 and 2 shall be of the same design and materials. Lots 3 through 9 of Block A may be used as model home lots, and while they are being so used, the fences at the rear of such Lots may be wrought iron in a design approved by the New Construction Committee. The fences at the rear of such Lots shall remain wrought iron in the approved design, unless and until the owners of all of Lots 3 through 9 choose to replace such fence with a wood privacy fence (or wood and masonry fence) and simultaneously construct such a fence in a design approved by the New Construction Committee. At all times the fences at the rear of Lots 3 through 9 shall be of the same design and materials. Any wood or wood and masonry fences at the rear of Lots 1 through 9 shall be constructed so that the vertical wood posts and the horizontal cross-pieces are not visible from behind such Lots (that is, the fence shall be "smooth side out").

Section 2. ROOFING MATERIALS. All roofs shall be "dimensional" style composition shingles of a color, type and weight approved in writing by the New Construction Committee or the Modifications Committee, as the case may be.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least ten feet (l0') in width and be constructed of concrete brick in all shall accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary to be composed of materials and in configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the portion of the Neighborhood shall not be less than Two Thousand Two Hundred (2,200) square feet.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than committee-approved landscaping) may be constructed on any Lot in the Neighborhood closer than eight feet (8' ) from the rear property line of any Lot, or closer than five feet (5' ) from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on a Lot line as the setbacks established herein may permit.

Section 11. INTENT AND AMENDMENT. It is the intent of Declarant that the covenants, conditions and restrictions provided for in this Supplemental Declaration apply only to the Neighborhood (i.e., the areas described in the plat identified above). Notwithstanding any provisions of this Supplemental Declaration to the contrary, it is also the intent of Declarant that the specific restrictions that are imposed on the Neighborhood only in and by virtue of this Supplemental Declaration (other than those in the Original Declaration that are, in whole or in part, repeated herein) may be amended by an instrument evidencing the total written consent of both (i) seventy-four percent (74 %) of the total votes of the Class A Members of the Association owning one more Lots in this Neighborhood and (ii) Declarant, as long as Declarant owns any part of the Property subject to the Original Declaration (by annexation or otherwise) or any Annexable Land

Section 12. NEIGHBORHOOD ASSESSMENT. No specific Neighborhood Assessment is mandated by this Supplemental Declaration. Therefore Owners of Lots within the Neighborhood may be assessed and are liable to pay a Neighborhood Assessment in addition to the Base Annual Assessment only if levied by the Association's Board of Directors in accordance with Article II, Section 6 of the Original Declaration. This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 4

THIS SUPPLEMENTAL DECLARATION OF RESTRICTIONS (the "Supplemental Declaration is made as of the date and year set forth on the signature page hereof, by Lumbermen's Investment Corporation, a Delaware Corporation, herein referred to and acting as Declarant.

WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 4, recorded at Cabinet M, Slides 148-150, as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 14.11 acres platted as "Buttercup Creek Phase IV, Section 4" is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted nonexclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a nonexclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

Section 1. WALLS AND FENCES. In order to maintain the theme and character of the Properties subject to the Original Declaration in general, and the uniform plan and character of Lakeline Boulevard in particular, all fences adjacent to Lakeline Boulevard shall be maintained by the owners of the Lots on which such fences are located in the original style and location as constructed by Declarant unless a change is subsequently approved in writing by the New Construction Committee. Prior to commencement of initial residential occupancy of each home on Lots 27-36, Block G, a wood or wood and masonry fence shall be constructed along the common boundary of such Lots in the adjacent Drainage and Detention Easement (intended to be used as a greenbelt and hiking trail). After the installation of the initial fence along such common boundary, the design and materials used for all other fences along such common boundary shall be the same as the first fence. Thereafter, at all times, the fences along the common boundary of such Drainage Easement and Block G, Lots 27-36, shall all be of the same design and materials. The owners of such Lots may jointly choose to change the design and materials but the uniformity of the fences required by this provision shall be maintained. Any wood or wood and masonry fences at the common boundary the Drainage Easement and Block G, Lots 27 through 36 shall be constructed so that the vertical wood posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out").

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area each Living Unit in the Neighborhood shall not be less than One Thousand Seven Hundred (1,700) square feet.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping or fences) may be constructed on any Lot in the Neighborhood closer than eight feet (8') from the rear property line of any Lot, or closer than five feet (5') from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Section 11. SIDING REQUIREMENTS. Any siding permitted on any house in this Neighborhood shall be installed so that any apparent grain, grooves or ridges are oriented horizontally. All siding used on any houses (including garages or other ancillary buildings) may be used only after the material and color thereof have been approved by the New Construction Committee or the Modifications Committee, as the case may be.

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES AT CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood. Any rule concerning this subject in the Original Declaration is hereby replaced by the foregoing as to this Neighborhood. Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

Section 13. DEVELOPMENT PERIOD. During the period of time that any Lots or Living Units located within the Neighborhood are being developed and marketed ("Development Period"), Declarant, with the right of assignment, shall have and hereby reserves the right to reasonable use of the Common Properties owned by the Association in the Neighborhood in connection with the promotion and marketing of land within the boundaries of the Property (as defined in the Original Declaration).

Section 14. INTENT AND AMENDMENT. It is the intent of Declarant that the covenants, conditions and restrictions provided for in this Supplemental Declaration apply only to the Neighborhood (i.e., the areas described in the plat identified above). Notwithstanding any provisions of this Supplemental Declaration to the contrary, it is also the intent of Declarant that the specific restrictions that are imposed on the Neighborhood only in and by virtue of this Supplemental Declaration (other than those in the Original Declaration that are, in whole or in part, repeated herein) may be amended by an instrument evidencing the written consent of both (i) seventy-four percent (74%) of the total votes of the Class A Members of the Association owning one or more Lots in this Neighborhood and (ii) Declarant, as long as Declarant owns any part of the Property subject to the Original Declaration (by annexation or otherwise) or any Annexable Land.

Section 15. NEIGHBORHOOD ASSESSMENT. No specific Neighborhood Assessment is mandated by this Supplemental Declaration. Therefore, Owners of Lots within the Neighborhood may be assessed and are liable to pay a Neighborhood Assessment in addition to the Base Annual Assessment only if levied by the Association's Board of Directors in accordance with Article II, Section 6 of the Original Declaration.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 5

THIS SUPPLEMENTAL DECLARATION OF RESTRICTIONS (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by Lumbermen's Investment Corporation, a Delaware Corporation, herein referred to and acting as Declarant. WHEREAS, on July 26, 1994, Declarant. executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas; WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 4, recorded at Cabinet N, Slides 360-363, as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 48.718 acres platted as "Buttercup Creek Phase IV, section 5" is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. In order to maintain the theme and character of the Properties subject to the Original Declaration in general, and the uniform plan and character of Lakeline Boulevard in particular, all fences adjacent to Lakeline Boulevard shall be maintained by the owners of the Lots on which such fences are located in the original style and location as constructed by Declarant unless a change is subsequently approved in writing by the New Construction Committee. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with either an area dedicated for greenbelt and drainage (such greenbelt areas being Lots 36 and 37 of Block A) or with the Leander Youth League fields. The privacy fences constructed along the common boundaries of Lots and the greenbelt areas or the Leander Youth League property shall be metal post uprights with cedar wood vertical pickets of nominal 1 X 6 size butted side to side. The wood fences at the rear boundary of each Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

Section 2. ROOFING MATERIALS. All roofs shall be "dimensional" style composition shingles with nominal 25 year life and of a color, type and weight approved in writing by the New Construction Committee or the Modifications may be.

Section 3. GARAGE AND GARAGE ACCESS. Committee, as the case (a) All garages to be constructed within the Neighborhood must be approved in writing by the New Construction Committee. All detached garages shall be no more than one story in height, and attached garages may be up to two stories in height. All overhead garage doors must be constructed of real wood or metal approved as to style and appearance by the New Construction Committee or Modifications Committee, as the case may be. No masonite, plywood or glass shall be permitted in overhead garage doors. (b) No attached garage in the Neighborhood shall have more than one (1) story of habitable space above the first story, and the first story shall be reserved and utilized solely for parking of motor vehicles. (c) No Lot in the Neighborhood may have garage access from (i. e., driveway access onto) akeline Boulevard.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct sidewalk four fee (and at all times thereafter shall maintain) a t (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb or to be composed of materials New construction Committee. f the street at the front Lot boundary, and in a configuration approved by the 3

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows: One Story homes: Minimum of 1,775 maximum of 2,475 square feet. Two Story homes: Minimum of 2,075 maximum of 3,075 square feet.

Section 7. LANDSCAPING AND TREE PLANTING. square feet and a square feet and a All Landscaping Plans for Lots in the Neighborhood must be submitted to the new Construction Committee for approval. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard. All other Lots shall have trees planted so as to meet the requirements of the Original Declaration. If the New Construction Committee determines that there are a sufficient number of trees existing on a Lot that planting additional trees in the front yard would not be desirable, then some or all of the trees required to be planted by this provision may be planted in the side or rear yards of the Lot.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed on chimneys of homes in Westside at Buttercup Creek, Section 4.

Section 10. MASONRY REQUIREMENTS. The exterior of the first floor of all homes constructed on any Lot in this Neighborhood shall be all stone, brick or other material approved by the New Construction Committee and commonly known as "masonry" (except for windows, doors and other decor or accent features). The exterior of the second floor of two story houses shall be at least 50% masonry (except for windows, doors and other decor, or accent features). The front elevation of a two-story house shall be all masonry except for gables, windows, doors and other decor or accent 4 features as may be approved by the New Construction Committee. If a house is constructed on a Lot having a common boundary with a side street or with Lakeline Boulevard, then the exterior elevation facing such street or Boulevard shall be all masonry (except for windows, doors and other decor or accent features as may be approved by the New Construction Committee). Without limiting the generality of the prior sentence, the rear exterior elevations of those houses which back up to Lakeline Boulevard shall be all masonry except for windows, doors and other decor or accent features as may be approved by the New Construction Committee. The masonry required on the second floor exterior walls by this provision for which a particular location is not otherwise prescribed shall be located in a manner appropriate for the particular style and design of the house in the judgment of the New Construction Committee. The New Construction Committee may make exceptions to the restrictions set out in this paragraph so as to accommodate non-masonry elements (such as siding) appropriate to a particular building style or design.

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES AT CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood without the prior written consent of the New Construction Committee. Any rule concerning the subject of contiguous two-story houses in the Original Declaration is hereby replaced by the foregoing as to this Neighborhood. The New Construction Committee may not, however, permit more than three (3) two-story homes to be constructed adjacent to each other in this Neighborhood. Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and. location of such a two-story house is appropriate for the Neighborhood in its judgment.

Section 13. DEVELOPMENT PERIOD. During the period of time that any Lots or Living units located within the Neighborhood are being developed and marketed ("Development Period"), Declarant, with the right of assignment, shall have and hereby reserves the right to reasonable use of the Common Properties owned by the Association in the Neighborhood in connection with the promotion and marketing of land within the boundaries of the Property (as defined in the Original Declaration).

Section 15. NEIGHBORHOOD ASSESSMENT. No Specific Neighborhood Assessment is mandated by this Supplemental Declaration. Therefore, Owners of Lots within the Neighborhood may be assessed and are liable to pay a Neighborhood Assessment in addition to the Base Annual Assessment only if levied by the Association's Board of Directors in accordance with Article II, Section 6 of the Original Declaration. This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration. EXECUTED as of the 30th day of April, 1997. DECLARANT: LUMBERMEN'S INVESTMENT CORPORATION

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 6

THIS SUPPLEMENTAL DECLARATION OF RESTRICTIONS (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by Lumbermen's Investment Corporation, a Delaware Corporation, herein referred to and acting as Declarant. WHEREAS, on July 26, 1994, Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603, of the Real Property Records of Williamson County, Texas; WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 6, recorded at Cabinet N, Slides 368, et. seq., as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 38.144 acres platted as "Buttercup Creek Phase IV, Section 6" is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted nonexclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the original Declaration, now or hereafter, a nonexclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

Section 1. WALLS AND FENCES. In order to maintain the theme and character of the Properties subject to the Original Declaration in general, all fences adjacent to greenbelts and the nature park adjacent to the Neighborhood shall be maintained by the owners of the Lots on which such fences are located in the original style and location unless a change is subsequently approved in writing by the New Construction Committee. Prior to commencement of initial residential occupancy of each home on Lots I through 20 of Block E (except Lot 10), the owner of the Lot shall construct a wood or wood and masonry fence along the common boundary of such Lots and the adjacent nature park; and prior to commencement of initial residential occupancy of each home on Lots 1 through 14 of Block D, the owner of the Lot shall construct a wood or wood and masonry fence along the common boundary of such Lots and the adjacent Drainage and Detention Easement (intended to be used as a greenbelt and nature trail). All of such fences shall be of the same design, materials and color as the fences heretofore constructed by Declarant along Lakeline Boulevard, except that no stone columns are required as part of the design. At all times, the fences along the common boundary of such Drainage Easement (greenbelt and nature trail) and the nature park, shall all be of the same design and materials. Any wood or wood and masonry fences at the common boundary of the Drainage Easement(greenbelt and nature trail) and Lots in Block D and the nature park and Lots in Block E shall be constructed so that the vertical wood or masonry posts and the horizontal crosspieces are not visible from the greenbelt, nature trail, nature park or adjacent streets (that is, the fence shall be "smooth side out").

Section 2. ROOFING MATERIALS AND DESIGN. All roofs shall be "dimensional" style composition shingles, designated "25 year" or more and shall be of a color, type and weight approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. All roofs shall have a pitch of at least 6 to 12, except for roofed areas of garages, bay windows, covered porches and the like which may have a different pitch approved by the New Construction Committee or the Modification Committee, as the case may be.

Section 3. GARAGE AND GARAGE ACCESS. (a) All garages to be constructed within the Neighborhood must be approved in writing by the New Construction Committee. All detached garages shall be no more than one story in height, and attached garages may be up to two stories in height. All overhead garage doors must be constructed of real wood or metal approved as to style and appearance by the New Construction Committee or Modifications Committee, as the case may be. No masonite, plywood or glass shall be permitted in overhead garage doors. (b) No attached garage in the Neighborhood shall have. more than one (1) story of habitable space above the first story, and the first story shall be reserved and utilized solely for parking of motor vehicles.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. Except for driveways serving "side entry garages", the driveways must be at least twelve feet (12') in width. Driveways serving garages into which cars drive from the side of the Lot (whether a corner lot or otherwise) must be at least ten feet (10') in width. All driveways must be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows: One Story homes: Minimum of 2,150 square feet. Two story homes: Minimum of 2,200 square feet.

Section 7. LANDSCAPING AND TREE PLANTING. All Landscaping Plans for Lots in the Neighborhood must be submitted to the New Construction Committee for approval. All front and side yards shall be fully sodded prior to first residential occupancy of a house on each Lot. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard (except as set out hereafter). All other Lots shall have a minimum of two (2) trees at least two (2) inches in diameter planted in the front yard. In the event that there are existing trees in the front yard such that the successful growth of the required number of new trees may be endangered, the New Construction Committee may allow the new trees to be planted in the side or rear yards.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick, stone, natural wood lap siding or a masonry product having the appearance of lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be.

Section 10. MASONRY REQUIREMENTS. The exterior of the first floor of all homes constructed on any Lot in this Neighborhood shall be all stone or brick approved by the New Construction Committee (except for windows, doors and other decor or accent features). In addition, all of the front elevation of a two-story house (or the front and the side adjacent to streets in the case of a two-story house located on a corner Lot) shall be all stone or brick except for gables, windows, doors and other decor or accent features as may be approved by the New Construction Committee. With respect to the stone or brick on the second floor of two-story houses, the stone or brick shall wrap around the corners onto the sides which are not required to be all stone or brick a minimum distance of fifteen feet (15') in a manner appropriate for the particular style and design of the house in the judgment of the New Construction Committee. The New Construction Committee may make exceptions to the restrictions set out in this paragraph so as to accommodate non-masonry elements (such as siding) appropriate to a particular building style or design.

Section 11. SIDING REQUIREMENTS. Any siding permitted on any house in this Neighborhood shall be natural wood, or masonry- like products similar to "Hardiplank" or "Hardiboard" and shall be installed so that any apparent grain, grooves or ridges are oriented horizontally. All siding used on any houses (including garages or other ancillary buildings) may be used only after the material and color thereof have been approved by the New Construction Committee or the Modifications Committee, as the case. may be.

AMENDMENT TO SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK SECTION 6

This Amendment (the "Amendment") is made as of October 20, 1997, by Lumbermen's Investment Corporation, a Delaware corporation, herein referred to and acting as "Declarant". Declarant executed and recorded a "Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek" (the "Original Declaration") recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas;; and Declarant executed and recorded the "Supplemental Declaration of Restrictive Covenants for Westside at Buttercup Creek, Section 6" (the "Supplemental Declaration") recorded at Document No. 9747289 of the Real Property Records of Williamson county, Texas; and Declarant has the ability and authority to amend the Original Declaration and the Supplemental Declaration in accordance with their respective terms and desires to amend the Supplemental Declaration as set out herein; and Declarant is the sole owner of all of the Lots in Westside at Buttercup Creek, Section 6 (being the subdivision brought into Westside at Buttercup Creek by the Supplemental Declaration);

Now therefore, the Supplemental Declaration is amended as follows:

1. The second grammatical paragraph of Section 1 of the Supplemental Declaration is deleted and replaced by the following paragraph with the same force and effect as if the following paragraph had been contained in the Supplemental Declaration when executed and recorded: "Prior to commencement of initial residential occupancy of each home on Lots 1 through 20 of Block E (except Lot 10), the owner of the Lot shall construct a wood fence along the common boundary of such Lots and the adjacent nature park; and prior to commencement of initial residential occupancy of each home on Lots 1 through 14 of Block D, the owner of the Lot shall construct a wood fence along the common-boundary of such Lots and the adjacent Drainage and Detention Easement (intended to be used as a greenbelt and nature trail). All of such fences shall be of the same design and materials, which shall be 1" by 4" cedar planks installed on cedar 4" by 4" vertical uprights and 2" by 4" horizontal crosspieces. All fences shall be constructed so that the vertical uprights and the horizontal crosspieces are not visible from the outside of the Lot (that is "smooth side out"). The fences along the common boundary of such Drainage Easement (greenbelt and nature trail) and the adjacent Lots may be either four feet (4') in height or six feet (6') in height. All of the fences along the common boundaries of Lots and the Nature Park shall be six feet (6') in height.

2. Except as modified hereby, the Original Declaration and the Supplemental Declaration are ratified and confirmed and continue in full force and effect.

Executed in multiple counterparts on the day set out above.

Lumbermen's Investment Corporation

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, PHASE 4, SECTIONS 7 & 8

Whereas the Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek is recorded is Volume 2576, Page 603 of the Official Public Records of Williamson County, Texas; Whereas such Declaration, in Article 11, allows the Declarant to annex certain properties into the Association, making such additional areas subject to the Declaration and any additional terms, of any supplemental declaration; Whereas other supplemental declarations have been recorded, annexing planned into the Association and making it subject to the deed restrictions, including that Supplemental Declaration of Restrictions for Westside at Buttercup Creek Phase 4 recorded in document #9602717 of the Official Public Records of Williamson County, Texas; Whereas pursuant to Article 11 of the Declaration, Declarant may annex land by filing in the Williamson County Real Property Records the supplemental declaration annexing such property, and such supplemental declaration shall not require the vote of members of the Association or approval by the Association or any person; and Whereas Declarant also created the Supplemental Declaration of Restrictions for Westside at Buttercup Creek Phase 4, Section 7, and Phase 4, Section 8, and annexed these properties into the Association, making them subject to the Declaration and the additional supplemental declaration; and Whereas recorded copies of the Supplemental Declarations for Phase 4, Section 7, and Phase 4, Section 8, cannot be located, and the Declarant and Association wish to reaffirm that these properties are subject to the Declaration and Supplemental Declarations attached hereto, and the owners of property within such sections as described herein and in the exhibits attached hereto are afforded all rights and privileges of all other owners pursuant to the Declaration, and subject to all restrictions and obligations in the same manner;

The supplemental declarations attached hereto, and Declarant's annexation of the land described in the exhibits attached hereto, namely Buttercup Creek Phase 4, Sections 7 & 8, are hereby ratified and affirmed.

Executed on the dates noted below.

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUP CREEK, PHASE 4, SECTION 7

WHEREAS, on July 26, 1994, Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas; WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 7, recorded at Cabinet Q, Slides 338, 339, 340, et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 9.55 acres platted as "Buttercup Creek Phase IV, Section 7" is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

Any wood or wood and masonry fences at the common boundary of the Drainage Easement and Lots in Block D and the nature park and Lots in Block E shall be constructed so that the vertical wood or masonry posts and the horizontal crosspieces are not visible from the greenbelt, nature trail, nature park or adjacent streets (that is, the fence shall be "smooth side out").

Section 3. GARAGE AND GARAGE ACCESS.

(a) All garages to be constructed within the Neighborhood must be approved in writing by the New Construction Committee. All detached garages shall be no more than one story in height, and attached garages may be up to two stories in height. All overhead garage doors must be constructed of real wood or metal approved as to style and appearance by the New Construction Committee or Modifications Committee, as the case may be. No masonite, plywood or glass shall be permitted in overhead garage doors.

(b) No attached garage in the Neighborhood shall have more than one (1) story of habitable space above the first story, and the first story shall be reserved and utilized solely for parking of motor vehicles.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. Except for driveways serving "side entry garages", the driveways must be at least twelve feet (12') in width. Driveways serving garages into which cars drive from the side of the Lot (whether a corner lot or otherwise) must be at least ten feet (10') in width. All driveways must be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New. Construction Committee) extend from the front door of the. Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes: Minimum of 2,150 square feet. Two story homes: Minimum of 2,200 square feet.

Section 7. LANDSCAPING AND TREE PLANTING. All Landscaping Plans for Lots in the Neighborhood must be submitted to the New Construction Committee for approval. All front and side yards shall be fully sodded prior to first residential occupancy of a house on each Lot. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard (except as set out, hereafter). All other Lots shall have a minimum of two (2) trees at least two (2) inches in diameter planted in the front yard. In the event that there are existing trees in the front yard such that the successful growth of the required number of new trees may be endangered, the New Construction Committee may allow the new trees to be planted in the side or rear yards.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick, stone, natural wood lap siding or a masonry product having the appearance of lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the modifications Committee, as the case may be.

Section 10. MASONRY REQUIREMENTS. The exterior of the first floor of all homes constructed on any Lot in this Neighborhood shall be all stone or brick approved by the New Construction Committee (except for windows, doors and other decor or accent features) . In addition, all of the front elevation of a two-story house (or the front and the side adjacent to streets in the case of a two-story house located on a corner Lot) shall be all stone or brick except for gables, windows, doors and other decor or accent features as may be approved by the New Construction Committee. With respect to the stone or brick on the second floor of two-story houses, the stone or brick shall wrap around the corners onto the sides which are not required to be all stone or brick a minimum distance of fifteen feet (15')in a manner appropriate for the particular style and design of the house in the judgment of the New Construction Committee. The New Construction Committee may make exceptions to the restrictions set out in this paragraph so as to accommodate non-masonry elements (such as siding) appropriate to a particular building style or design.

Section 11. SIDING REQUIREMENTS. Any siding permitted on any house in this Neighborhood shall be natural wood, or masonry- like products similar to "Hardiplank" or "Hardiboard" and shall be installed so that any apparent grain, grooves or ridges are oriented horizontally. All siding used on, any houses (including garages or other ancillary buildings) may be used only after the material and color thereof have been approved by the New Construction Committee or the Modifications Committee, as the case may be.

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES AT CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood. Any rule concerning this subject in the original Declaration is hereby replaced by the foregoing as to this Neighborhood. Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

DECLARANT: LUMBERMEN'S INVESTMENT CORPORATION

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUP CREEK, PHASE 4, SECTION 8

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 8, recorded at Cabinet R, Slides 56, 57, 58, et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 18.9 acres platted as "Buttercup Creek Phase IV, Section 8" is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

Any wood or wood and masonry fences at the common boundary of the Drainage Easement and Lots in Block A and the nature park and Lots in Block F shall be constructed so that the vertical wood or masonry posts and the horizontal crosspieces are not visible from the greenbelt, nature trail, nature park or adjacent streets (that is, the fence shall be "smooth side out").

Section 3. GARAGE AND GARAGE ACCESS.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. Except for driveways serving "side entry garages", the driveways must be at least twelve feet (12') in width. Driveways serving garages into which cars drive from the side of the Lot (whether a corner lot or otherwise) must be at least ten feet (10') in width. All driveways must be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee. Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes: Minimum of 2,150 square feet.

Two story homes: Minimum of 2,200 square feet.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick, stone, natural wood lap siding or a masonry product having the appearance of lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be.

Section 10. MASONRY REQUIREMENTS. The exterior of the first floor of all homes constructed on any Lot in this Neighborhood shall be all stone or brick approved by the New Construction Committee (except for windows, doors and other decor or accent features). In addition, all of the front elevation of a two-story house (or the front and the side adjacent to streets in the case of a two-story house located on a corner Lot) shall be all stone or brick except for gables, windows, doors and other decor or accent features as may be approved by the New Construction Committee. With respect to the stone or brick on the second floor of two-story houses, the stone or brick shall wrap around the corners onto the sides which are not required to be all stone or brick a minimum distance of fifteen feet (15')in a manner appropriate for the particular style and design of the house in the judgment of the New Construction Committee. The New Construction Committee may make exceptions to the restrictions set out in this paragraph so as to accommodate non-masonry elements (such as siding) appropriate to a particular building style or design.

Section 11. SIDING REQUIREMENTS. Any siding permitted on any house in this Neighborhood shall be natural wood, or.masonry- like products similar to "Hardiplank" or "Hardiboard" and shall be installed so that any apparent grain, grooves or ridges are oriented horizontally. All siding used on any houses (including garages or other ancillary buildings) may be used only after the material and color thereof have been approved by the New Construction Committee or the Modifications Committee, as the case may be.

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES AT CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood, without a written waiver from the New Construction Committee. Any rule concerning this subject in the Original Declaration is hereby, replaced by the foregoing as to this Neighborhood. Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 9

WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 9, recorded at Cabinet P, Slides 343 et. seq., as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 17.688 acres platted as "Buttercup Creek Phase IV, Section 9" according to the plat recorded at Cabinet P, Slides 343, et seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. In order to maintain the theme and character of the Properties subject to the Original Declaration in general, and the uniform plan and character of Lakeline Boulevard in particular, all fences adjacent to Lakeline Boulevard shall be maintained by the owners of the Lots on which such fences are located in the original style and location as constructed by Declarant unless a change is subsequently approved in writing by the New Construction Committee. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots 41, 42 and 43 of Block G). The privacy fences constructed along the common boundaries of Lots and the greenbelt areas shall be metal post uprights with cedar wood vertical pickets of nominal 1 X 6 size butted side to side. The wood fences at the rear boundary of each Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4' ) in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows: One Story homes: Minimum of 1,775 square feet and a maximum of 2,475 square feet. Two Story homes: Minimum of 2,075 square feet and a maximum of 3,075 square feet. The following exemptions are granted to the Minimum Square Footage limitations above. The living area of three (3), one story living units may have a maximum of 2,838 square feet. The living area of three (3), two story Living Units may have a maximum of 3,451 square feet. The construction of these exempted Living Units are limited to the following Lots within the Section: Lots 35, 36, 41, 57, and 60, Block E and Lots 42, Block G, Buttercup Creek Phase 4, Section 9.

Section 7. LANDSCAPING AND TREE PLANTING. Plans for Lots in the Neighborhood must be submitted to the new Construction Committee for approval. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard. All other Lots shall have trees planted so as to meet the requirements of the Original Declaration. If the New Construction Committee determines that there are a sufficient number of trees existing on a Lot that planting additional trees in the front yard would not be desirable, then some or all of the trees required to be planted by this provision may be planted in the side or rear yards of the Lot.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping or fences) may be constructed on any Lot in the Neighborhood closer than (8') from the rear property line of any Lot, or closer than five feet (5' ) from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Section 10. MASONRY REQUIREMENTS. The exterior of the first floor of all homes constructed on any Lot in this Neighborhood shall be all stone, brick or other material approved by the New Construction Committee and commonly known as "masonry" (except for windows, doors and other decor or accent features). The exterior of the second floor of two story houses shall be at least 50% masonry (except for windows, doors and other accent features). The front elevation of a two-story house shall be all masonry except for gables, windows, doors and other decor or accent features as may be approved by the New Construction Committee. If a house is constructed on a Lot having a common boundary with a side street or with Lakeline Boulevard, then the exterior elevation facing such street or Boulevard shall be all masonry (except for windows, doors and other decor or accent features as may be approved by the New Construction Committee). Without limiting the generality of the prior sentence, the rear exterior elevations of those houses which back up to Lakeline Boulevard shall be all masonry except for windows, doors and other decor or accent features as may be approved by the New Construction Committee. The masonry required on the second floor exterior walls by this provision for which a particular location is not otherwise prescribed shall be located in a manner appropriate for the particular style and design of the house in the judgment of the New Construction Committee. The New Construction Committee may make exceptions to the restrictions set out in this paragraph so as to accommodate non-masonry elements (such as siding) appropriate to a particular building style or design.

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES AT CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood without the prior written consent of the New Construction Committee. Any rule concerning the subject of contiguous two-story houses in the Original Declaration is hereby replaced by the foregoing as to this Neighborhood. The New Construction Committee may not, however, permit more than three (3) two-story homes to be constructed adjacent to each other in this Neighborhood. Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

Section 14. INTENT AND AMENDMENT. It is the intent of Declarant that the covenants, conditions and restrictions provided for in this Supplemental Declaration apply only to the Neighborhood (i.e., the areas described in the plat identified above). Notwithstanding any provisions of this Supplemental Declaration to the contrary, it is also the intent of Declarant that the specific restrictions that are imposed on the Neighborhood only in and by virtue of this Supplemental Declaration (other than those in the Original Declaration that are, in whole or in part, repeated herein) may be amended by an instrument evidencing the written consent of both ( i) seventy-four percent (74%) of the total votes of the Class A Members of the Association owning one or more Lots in this Neighborhood and (ii) Declarant, as long as Declarant owns any part of the Property subject to the Original Declaration (by annexation or otherwise) or any Annexable Land.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 28th day of October, 1998.

Robert M. Mann, Senior Vice President

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR WESTSIDE AT BUTTERCUP CREEK, SECTION 10

WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase IV, Section 10, recorded at Cabinet R, Slides 59 -61 et. seq., as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 11.19 acres platted as "Buttercup Creek Phase IV, Section 10" according to the plat recorded at Cabinet R, Slides 59 - 61, et seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek. B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted nonexclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a nonexclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

C. The Declarant, for each Building Plot owned within the Neighborhood, hereby creates and reserves, and each owner of any Building Plot in the Neighborhood by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agree, that the Base Annual Assessments, applicable Neighborhood Assessments, if any, and Special Assessments, together with interest, collection costs and reasonable attorney's fees, applicable to each such Building Plot as provided in the Original Declaration shall be a charge on the land and shall be secured by a continuing Vendor's Lien thereon herein and hereby reserved and retained in favor of, and hereby irrevocably assigned over to, the Association. D. All lands and Lots within the Neighborhood shall be and are hereby made subject to the following use limitations and restrictions in addition to those set forth in the Original Declaration and the following use limitations and restrictions are hereby created as covenants running with title to all land (or the relevant specified portion or portions thereof) within the Neighborhood:

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots 46, 47, 48, 49 and 50 of Block G). The privacy fences constructed along the common boundaries of Lots and the greenbelt areas shall be metal post uprights with cedar wood vertical pickets of nominal 1 X 6 size butted side to side. The wood fences at the rear boundary of each Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

Section 3. GARAGE AND GARAGE ACCESS. (a) All garages to be constructed within the Neighborhood must be approved in writing by the New Construction Committee. All detached garages shall be no more than one story in height, and attached garages may be up to two stories in height. All overhead garage doors must be constructed of real wood or metal approved as to style and appearance by the New Construction Committee or Modifications Committee, as the case may be. No masonite, plywood or glass shall be permitted in overhead garage doors. (b) No attached garage in the Neighborhood shall have more than one ( 1) story of habitable space above the first story, and the first story shall be reserved and utilized solely for parking of motor vehicles.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section S. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in.the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4' ) in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes: Minimum of 1,775 square feet and a maximum of 2,475 square feet.

Two Story homes: Minimum of 2,075 square feet and a maximum of 3,075 square feet. The following exemptions are granted to the Minimum Square Footage limitations above. The living area of two (2), one story Living Units may have a maximum of 2,838 square feet. The living area of three (3), two story Living Units may have a maximum of 3,451 square feet. The construction of these exempted Living Units are limited to the following Lots within the Section: Lots 46, 47, 48, 49, and 50, Block G, Buttercup Creek Phase 4, Section 10.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping or fences) may be constructed on any Lot in the Neighborhood closer than eight feet (8' ) from the rear property line of any Lot, or closer than five feet (5' ) from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Notwithstanding any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction o. modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the

THE STATE OF TEXAS, COUNTY OF TRAVIS 4th day of January, 2000.

DECLARANT:

This instrument was acknowledged before me on the 4th day of January, 2000, by George Rosales, Vice President of Lumbermen's Investment Corporation, a Delaware Corporation, on behalf of such corporation.

Date Commission Expires:

After recording please return to: Brian C. Rider Lumbermen's Investment Corporation 301 Congress, 15th Floor Austin, Texas 78701

RETURN TO: CASH / STAI STEWART TITLE AUSTIN, INC. ATTN: POLICY DEPARTMENT P.O. BOX 1806 Austin, TX 78767

DRAFT (revised #2) 5-03-01 DECLARATION OF RESTRICTIVE COVENANTS FOR BUTTERCUP CREEK PHASE V

THIS DECLARATION OF RESTRICTIVE COVENANTS FOR BUTTERCUP CREEK, PHASE V (the "Declaration") is made on the date hereinafter set forth by LUMBERMEN'S INVESTMENT CORPORATION, a Delaware corporation ("Declarant"), as follows: BACKGROUND:

A. Declarant is the owner of that certain real property heretofore or hereafter to be platted and subdivided into those certain residential subdivisions commonly known as BUTTERCUP CREEK, PHASE V, SECTIONS ONE-A, ONE-B, TWO AND THREE, the maps or plats of which are to be recorded in the Plat Records of Williamson County, Texas (the "Subdivisions").

B. The Subdivisions have been determined to contain and be adjacent to habitat for the federally listed Tooth Cave Ground Beetle, a cave-dwelling invertebrate, as well as a number of other species of concern.

C. Declarant, with technical assistance from the United States Fish and Wildlife Service ("FWS"), has developed a series of measures to avoid, minimize, and mitigate the potential effects of the Subdivisions upon the subject species and associated habitat.

D. These protective measures are more fully described in a certain Habitat Conservation Plan dated August 1999 (the "HCP"). The HCP also established a number of permanent karst or cave preserves (the "Preserves") within the Subdivisions, which are shown on the recorded plats of the Subdivisions..

E. As requested in the HCP and pursuant to Section 10(a)(1)(B) of the Endangered Species Act , FWS has issued to Declarant the Incidental Take Permit No. PRT-836384 dated September 30, 1999 (the "Permit") recorded at Document No. 2000 028433, Real Property Records of Williamson County, Texas. Declarant, FWS and the City of Cedar Park subsequently entered into a certain Permit Implementing and Preserve Management Agreement (the "Management Agreement").

F. The HCP, Permit and Management Agreement (collectively, the "Permit Documents") contain certain restrictions, covenants and conditions regarding development, use and management of certain areas within the Subdivisions. In order to ensure compliance with these provisions by all future builders of houses in the Subdivisions ("Homebuilders") and by owners of property within the Subdivisions (the "Owners"), Declarant desires to hold, sell and convey property within the Subdivisions subject to those restrictions, covenants and conditions required under the Permit Documents, a summary of which are provided herein.

G. NOW, THEREFORE, Declarant declares that the Subdivisions are and shall be, held, transferred, sold, conveyed, occupied, and enjoyed subject to the restrictions, covenants and conditions required under the Permit Documents and the terms hereof, which provisions shall run with the land and shall be binding on the Owners and their respective successors, heirs and assigns.

1. Notice to Proceed. Owners and Homebuilders must obtain a "Final Notice to Proceed" from Declarant's permit compliance representative or its alternate designee prior to commencing work anywhere within the boundary of the Subdivisions, and will otherwise comply with all criteria required the Governmental Authorities. Owners and Homebuilders shall be obligated to pay a reasonable fee to Declarant or its permit compliance representative for review of plans, inspection of sites and site work, and review of completed work. Such fee shall initially be $75.00 per lot, payable prior to commencement of construction on such lot. The payment of such fee may be enforced by the lien reserved in the Master Restrictive Covenants for Westside at Buttercup Creek of record in Williamson County, Texas.

2. Clearing. Clearing for construction of buildings, streets, and other areas of impervious cover will be minimized to the greatest extent practicable. Areas outside of platted lots that are disturbed during construction, but are not occupied by impervious surfaces, will be replanted with native vegetation.

3. Use of Explosives Prohibited. No explosives are to be used within the boundary of the Subdivisions at any time for trenching, clearing or utility construction.

4. Clearing and Subsequent Revegetation. Brush and tree clearing and revegetation shall comply with all criteria required by the Governmental Authorities, and shall be consistent with the current practices recommended by the Texas Forest Service to prevent the spread of oak wilt. All areas outside of platted lots that must be unavoidably disturbed during construction, but which will not be covered with impervious cover, must be replanted with native vegetation in compliance with all criteria required by the Governmental Authorities.

5. Lot Fill and Final Grading. A minimum of 3 to 4 inches of suitable topsoil shall be maintained in or on all lots, yards and landscaped areas adjacent to Preserve areas. Where possible due to area topography, final grading shall provide a finished slope which directs stormwater runoff away from the Preserve areas and which shall comply with all criteria required by the Governmental Authorities. Silt fencing shall also be placed along the rear and side property lines of lots in proximity and upslope of any of the Preserves so that debris and fill placed on such lots will not migrate into the Preserve areas.

6. Surface Water Drainage Flows. During construction of any improvements, run-off of surface water from any disturbed area, and from equipment and materials storage areas, shall comply with all criteria required by the City of Cedar Park and any other governmental entity with jurisdiction in the area (collectively, "Governmental Authorities"), and must be diverted to treatment systems or ponds, or must be diverted to be discharged downstream or downgradient from the Preserve setback areas, through surface grading or through swales and berms, as appropriate.

7. Fencing. Before occupancy of any house or lots in the Subdivisions adjacent to any Preserve area, final perimeter fencing shall be erected separating such lot and the adjacent Preserve area. The fence shall not be less than six (6) feet in height and of sufficient materials and design to reasonably prevent access to the Preserve areas and no gate allowing access into the Preserve areas shall be permitted . Owners of the subject lot shall thereafter maintain such fence at its cost.

8. Equipment and Storage. Storage of fuels, lubricants, materials and equipment shall comply with all criteria required by the Governmental Authorities, and a means must be provided to contain or divert any run-off of surface water from such storage sites to treatment facilities or ponds, or to a point downgradient from the Preserve areas. Soil which is contaminated by leaking or spilled equipment or materials must be removed from the site and disposed of in accordance with the requirements of the Governmental Authorities.

9. Regrading. Owners shall not regrade their respective lots within the Subdivisions without the prior written consent of Declarant and, in any event, such regrading shall comply with the requirements of Paragraph 6 above.

10. No Disposal. Owners shall insure that no trash, debris or other materials are disposed of in the Preserve areas.

11. Spills or Disposal of Hazardous or Foreign Materials. In the event of spills of hazardous or foreign materials on roadways or lawns or in equipment storage areas, Owners and Homebuilders shall immediately notify FWS, Declarant and City of Cedar Park Fire Department. The Owners of affected property shall promptly begin assessment and documentation of any damages or impacts and implement corrective actions, as appropriate, to meet the goals of the HCP.

12. Handling the Tooth Cave Ground Beetle. Upon locating a dead, injured or sick Tooth Cave ground beetle, or any other species of concern, Owners and Homebuilders shall contact the FWS' Law Enforcement Office, Austin, Texas, at (512) 490-0948, for care and disposition instructions. Extreme care should be taken in handling sick or injured Tooth Cave ground beetles to ensure effective and proper treatment. Care should also be taken in handling dead specimens to preserve biological materials in the best possible state for analysis of cause of death. In conjunction with the care of sick or injured Tooth Cave ground beetles, or presentation of biological materials from a dead specimen, Owners and Homebuilders have the responsibility to ensure evidence intrinsic to the condition of the specimen is not unnecessarily disturbed.

13. Fire Ant Control. Heavy infestations of fire ants may also be treated carefully with bait type fire ant controls (i.e., Amdro or Logic), but insecticide chemical treatments shall not be used. Such baits will be placed directly on mounds in minimum quantities. No broadcasting of baits will be done.

14. Fire and Other Emergency. In the event of fire, either wild or deliberate, Owners and Homebuilders shall immediately notify the City of Cedar Park Fire Department, Declarant and FWS. Following extinguishment of the fire, the Owners of the affected property shall assist in the implementation of corrective actions.

15. Evidence of Vandalism. If any indication or evidence of vandalism to a Preserve area or any gate, fence or other facility within a Preserve area is observed or detected, Owners and Homebuilders shall immediately notify Declarant, FWS, and the local law enforcement authority.

16. Term. This Declaration of Restrictive Covenants and Conditions shall remain in full force and effect until September 30, 2029. After September 30, 2029, this Declaration, including all of the covenants, conditions and restrictions hereof, shall be automatically extended for successive periods of ten (10) years each, unless amended or extinguished by a written instrument executed by Declarant, FWS and the Owners of at least eighty percent (80%) of the lots within the Subdivisions.

17. Amendment. This Declaration may be amended by Declarant and FWS to comply with federal law. This Declaration may be amended by Declarant until such time as Declarant has sold 90% of the lots within the Subdivisions. Thereafter, Declarant shall be entitled to amend this Declaration only with the written approval of the Owners of a majority of the lots within the Subdivisions and such amendment shall not be inconsistent with the requirements of any successor Permit issued by FWS (or its successor agency). No amendment shall effective until there has been recorded in the Real Property Records of Williamson County, Texas an instrument executed and acknowledged by Declarant and setting forth the amendment.

18. Summary. The restrictions, covenants and conditions imposed on the Subdivisions by FWS in order to protect the endangered species and species of concern are more fully set forth in the Permit Documents. Copies of the Permit Documents may be obtained from Declarant at 1300 S. MoPac, Austin, Texas 78746, Attention: Ms. Darlene Louk.

19. Penalties for Violations. Violations of the provisions of the Permit or of the Endangered Species Act are federal offenses which may be punishable by a fine of up to $25,000.00 per event and/or a year in jail, or both.

STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUP CREEK, PHASE 5, SECTION 1

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in. the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 1, recorded at Cabinet T, Slides 258-263 and Cabinet T, Slides 269-271 et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 51.754 acres platted as "Buttercup Creek Phase V, Section 1" according to the plat recorded at Cabinet T, slides 258-263 and Cabinet T, Slides 269-271, et seq., Williamson_ County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted nonexclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a nonexclusive easement to the use and enjoyment of all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all common Facilities from time to time existing thereon.

C. The Declarant, for each Building Plot owned within the Neighborhood, hereby creates and reserves, and each owner of any Building Plot in the Neighborhood by acceptance of a deed thereof, whether or not it shall be so expressed in such deed, is deemed to covenant and agree, that the Base Annual Assessments, applicable Neighborhood Assessments, if any, and Special Assessments, together with interest, collection costs and reasonable attorney's fees, applicable to each such Building Plot as provided in the Original Declaration shall be a charge on the land and shall be secured by a continuing vendor's Lien thereon herein and hereby reserved and retained in favor of, and hereby irrevocably assigned over to, the Association. D. All lands and Lots within the Neighborhood shall be and are hereby made subject to the following use limitations and restrictions in addition to those set forth in the Original Declaration and the following use limitations and restrictions are hereby created as covenants running with title to all land (or the relevant specified portion or portions thereof) within the Neighborhood:

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots of Block _). The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non- Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed smooth side out.

The installation of any gates in fences to allow direct access to a preserve area is expressly prohibited. Further, no owner or occupant of a Lot shall store, place, or dispose of any materials onto the preserve area.

Section 3. GARAGE AND GARAGE ACCESS.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living, Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes:

55' Lots: Minimum 1,600 SF and a maximum 2,450 SF
65' Lots: Minimum 2,000 SF and a maximum 2,800 SF (Sec. 1)
65' Lots: Minimum 1,850 SF and a maximum 2,800 SF (Sec. 2)
75' Lots: Minimum 2,500 SF, no maximum

Two Story homes:

55' Lots: Minimum 2,000 SF and a maximum 2,800 SF
65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 1)
65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 2)
75' Lots: Minimum 2,800 SF, no maximum

The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed on chimneys of homes in Buttercup Creek, Phase 4, Sec. 4.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 18th day of April, 2001.

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUP CREEK PHASE 5, SECTION 2

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 2, recorded at Cabinet T, Slides 266-268 et. seq., as a "Neighborhood" as defined in the Original Declaration. NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 33.209 acres platted as "Buttercup Creek Phase V, Section 2" according to the plat recorded at Cabinet T, Slides 266-268, et seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots 1 - 7 of Block D, Lots 1 - 18 of Block E). The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non-Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed smooth side out.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a. Living Unit on any Lot in the Neighborhood,- the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes:

55' Lots: Minimum 1,600 SF and a maximum 2,450 SF

65' Lots: Minimum 2,000 SF and a maximum 2,800 SF (Sec. 1) 65' Lots: Minimum 1,850 SF and a maximum 2,800 SF (Sec. 2)

75' Lots: Minimum 2,500 SF, no maximum

Two Story homes:

55' Lots: Minimum 2,000 SF and a maximum 2,800 SF

65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 1)

65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 2)

75' Lots: Minimum 2,800 SF, no maximum

Section 7. LANDSCAPING AND TREE PLANTING. All Landscaping Plans for Lots in the Neighborhood must be submitted to the new Construction Committee for approval. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard. All other Lots shall have trees planted so as to meet the requirements of the Original Declaration. If the New Construction Committee determines that there are a sufficient number of trees existing on a Lot that planting additional trees in the front yard would not be desirable, then some or all of the trees required to be planted by this provision may be planted in the side or rear yards of the Lot. The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 9. REAR. AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping or fences) may be constructed on any Lot in the Neighborhood closer than eight feet (8') from the rear property line of any Lot, or closer than five feet (5') from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Notwithstanding, any provision of the Original Declaration approving or prohibiting the construction of two-story homes on corner Lots, the New Construction Committee may permit the construction of a two-story house on a corner Lot in this Neighborhood, if the design and location of such a two-story house is appropriate for the Neighborhood in its judgment.

Notwithstanding any provisions of this Supplemental Declaration to the contrary, it is also the intent of Declarant that the specific restrictions that are imposed on the Neighborhood only in and by virtue of this Supplemental Declaration (other than those in the Original Declaration that are, in whole or in part, repeated herein) may be amended by an instrument evidencing the written consent of both (i) seventy-four percent (74%) of the total votes of the Class A Members of the Association owning one or more Lots in this Neighborhood and (ii) Declarant, as long as Declarant owns any part of the Property subject to the Original Declaration (by annexation or otherwise) or any Annexable Land.

This Supplemental Declaration, shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUP CREEK, PHASE 5, SECTION 3

THIS SUPPLEMENTAL DECLARATION OF RESTRICTIONS (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by Lumbermen's Investment Corporation, a Delaware Corporation, herein referred to and acting as Declarant. WHEREAS, on July 26, 1994, Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas; WHEREAS, Section 16 of Article I of the Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 3, recorded at Cabinet T, Slides 285-287 et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE, Declarant does hereby declare as follows:

A. The tract of 11.81 acres platted as "Buttercup Creek Phase V, Section 3" according to the plat recorded at Cabinet T, Slides 285-287, et seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration, and shall be known as part of Westside at Buttercup Creek.

B. The Owners of Lots within the Neighborhood shall have the right and are hereby granted nonexclusive, common easements in and to the use and enjoyment of the Common Properties and Common Facilities now or at any time hereafter owned by the Association and subject to the Original Declaration (as amended and supplemented), and Declarant hereby grants to the Owners and Occupants of all Lots covered by the Original Declaration, now or hereafter, a nonexclusive easement to the use and enjoyment of -all Common Properties dedicated to the Association in the Plat, or separately conveyed to the Association, if any, and all Common Facilities from time to time existing thereon.

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already existing) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots 4 - 9 of Block A and Lots 1 - 14 of Block B). The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non-Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out"). Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed smooth side out. The installation of any gates in fences to allow direct access to a preserve area is expressly prohibited. Further, no owner or occupant of a Lot shall store, place, or dispose of any materials onto the preserve area.

Section 3. GARAGE AND GARAGE ACCESS.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards and specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM -SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes:

55' Lots: Minimum 1,600 SF and a maximum 2,450 SF

65' Lots: Minimum 2,000 SF and a maximum 2,800 SF (Sec. 1)

65' Lots: Minimum 1,850 SF and a maximum 2,800 SF (Sec. 2)

75' Lots: Minimum 2,500 SF, no maximum

Two Story homes:

55' Lots: Minimum 2,000 SF and a maximum 2,800 SF

65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 1)

65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 2)

75' Lots: Minimum 2,800 SF, no maximum

Section 12. CONTIGUOUS TWO-STORY HOUSES; TWO-STORY HOUSES CORNERS. No more than two (2) two-story homes shall be constructed adjacent to each other in this Neighborhood without the prior written consent of the New Construction Committee. Any rule concerning the subject of contiguous two-story houses in the Original Declaration is hereby replaced by the foregoing as to this Neighborhood. The New Construction Committee may, however, permit more than three (3) two-story homes to be constructed adjacent to each other on a case by case basis in this Neighborhood.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in_ terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee. This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 18th day of April, 2001.

THE STATE OF TEXAS, COUNTY OF TRAVIS

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUPCREEK PHASE 5-SECTION 4

THIS SUPPLEMENTAL DECLARATION OF RESTRICTION (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by LIC Investments, Inc., a Delaware Corporation, herein referred to and acting as Declarant.

WHEREAS, on July 26, 1994, Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas;

WHEREAS, Section 16 of Article I of Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 4, recorded at Cabinet W, Slides 126-128 et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE Declarant does hereby declare as follows:

A. The tract of 29.047 acres platted as "Buttercup Creek Phase V, Section 4" according to the plat recorded at Cabinet W, Slides 126-128, et. seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already exiating) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage (such Lots being Lots 4 - 9 of Block A and Lots 1 - 14 of Block B). The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non-Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out") . Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

The installation of any gates in fences to allow direct access to a preserve area is expressly prohibited. Further, no owner or occupant of a Lot shall store, place or dispose of any materials onto the preserve area.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes:
55' Lots: Minimum 1,600 SF and a maximum 2,450 SF
65' Lots: Minimum 2,000 SF and a maximum 2,800 SF (Sec. 1)
65' Lots: Minimum 1,850 SF and a maximum 2,800 SF (Sec. 2)
75' Lots: Minimum 2,500 SF, no maximum

Two Story Homes:
55' Lots: Minimum 2,000 SF and a maximum 2,800 SF
65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 1)
65' Lots: Minimum 2,400 SF and a maximum 3,200 SF (Sec. 2)
75' Lots: Minimum 2,800 SF, no maximum

Section 7. LANDSCAPING AND TREE PLANTING. All Landscaping Plans for Lots in the Neighborhood must be submitted to the New Construction Committee for approval. All corner Lots shall have a minimum of three (3) live trees at least two inches (2") in diameter planted and maintained in the front yard. All other Lots shall have trees planted so as to meet the requirements of the Original Declaration. If the New Construction Committee determines that there are a sufficient number of trees existing on a Lot that planting additional trees in the front yard would not be desirable, then some trees or all trees required to be planted by this provision may be planted in the side or rear yards of the Lot.

The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed chimneys of homes in Buttercup Creek, Phase 4, Sec. 4.

Section 9. REAR AND SIDE BUILDING SETBACKS. No improvement (other than Committee-approved landscaping or fences) may be constructed on a Lot in the Neighborhood closer than eight feet (8') from the rear property line of any Lot, or closer than five feet (5') from the side property lines of any Lot, except that the building setback along any side Lot line of any corner Lot that is the common boundary with a street right-of-way shall be as provided on the Plat. Existence of dedicated utility easements on Lots may further restrict a Lot Owner from building as close to a Lot line as the setbacks established herein may permit.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in_ terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 22nd day of October, 2002.

DECLARANT:
LUMBERMEN'S INVESTMENT CORPORATION
By Robert Mann, Senior Vice President

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUPCREEK PHASE 5-SECTION 5

THIS SUPPLEMENTAL DECLARATION OF RESTRICTION (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by LIC Investments, Inc., a Delaware Corporation, herein referred to and acting as Declarant.

WHEREAS, on July 26, 1994, Lumbermen's Investment Corporation executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek )the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas;

WHEREAS, ownership of the portion of the Property identified herein as the "Neighborhood" has been transferred to LIC Investments, Inc., together with the rights and status of "Declarant;" and

WHEREAS, Section 16 of Article I of Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 5, recorded at Cabinet W, Slides 140, 141, 142 and 143, and Document No. 2002053810 as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE Declarant does hereby declare as follows:

A. The tract of 29.450 acres platted as "Buttercup Creek Phase V, Section 9" according to the plat recorded at Cabinet W, Slides 140, 141, 142, and 143, Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already exiating) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage. The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non-Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out") . Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living Unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

One Story homes:
55' Lots: Minimum 1,600 SF and a maximum 2,450 SF
65' Lots: Minimum 2,000 SF and a maximum 2,800 SF
75' Lots: Minimum 2,500 SF, no maximum

Two Story Homes:
55' Lots: Minimum 2,000 SF and a maximum 2,800 SF
65' Lots: Minimum 2,400 SF and a maximum 3,400 SF
75' Lots: Minimum 2,800 SF, no maximum

The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed chimneys of homes in Buttercup Creek, Phase 5, Sec. 6.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in_ terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 10th day of March, 2006.

DECLARANT:
LIC INVESTMENTS INC.
By Darlene Lock, Vice President

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUPCREEK PHASE 5-SECTION 6

THIS SUPPLEMENTAL DECLARATION OF RESTRICTION (the "Supplemental Declaration") is made as of the date and year set forth on the signature page hereof, by Lumbermen's Investment Corporations, a Delaware Corporation, herein referred to and acting as Declarant.

WHEREAS, on July 26, 1994, Declarant executed a Declaration of Covenants, Conditions and Restrictions for Westside at Buttercup Creek (the "Original Declaration"), and the same recorded at Volume 2576, page 0603 of the Real Property Records of Williamson County, Texas;

WHEREAS, Section 16 of Article I of Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 6, recorded at Cabinet W, Slides 169-172 et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE Declarant does hereby declare as follows:

A. The tract of 11.766 acres platted as "Buttercup Creek Phase V, Section 6" according to the plat recorded at Cabinet W, Slides 169-172 et. seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration and shall be known as part of Westside at Buttercup Creek.

Section 1. WALLS AND FENCES. Prior to commencement of initial residential occupancy of each home, a privacy fence shall be constructed (if not already exiating) along the rear and side property lines of the Lot (to at least the rear wall of the residential structure) so as to fully enclose the rear and side yards of the Lot. The owner of each Lot shall thereafter maintain the rear and side yard fences so that the rear and side yards of each home on a Lot are enclosed by a privacy fence. Some of the Lots in the Neighborhood share a common boundary with an area dedicated for greenbelt and drainage. The fences constructed along the common boundaries of Lots and the greenbelt areas shall be 6 foot wrought iron painted black. The wood fences at the rear boundary of the each non-Greenbelt Lot shall be constructed so that the vertical posts and the horizontal crosspieces are not visible from behind such Lots (that is, the fence shall be "smooth side out") . Each fence built on a side Lot line which is a common boundary of the Lot and a street or a greenbelt area shall also be constructed "smooth side out".

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards specifications of all governmental authorities having jurisdiction.

Section 5. SIDEWALKS. Prior to the completion of construction of a Living unit on any Lot in the Neighborhood, the Owner thereof shall construct (and at all times thereafter shall maintain) a sidewalk four feet (4') in width that shall (except in special circumstances approved in writing in the sole judgment and discretion of the New Construction Committee) extend from the front door of the Living Unit to the driveway serving the garage at such Living Unit or to the curb of the street at the front Lot boundary, to be composed of materials and in a configuration approved by the New Construction Committee.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed chimneys of homes in Buttercup Creek, Phase 5, Sec. 7.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in_ terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

Section 17. LOT 161. This Supplemental Declaration specifically excludes Lot 161, which is designated as the Interpretive Center. No structure may be built on this lot without the prior approval and written consent of Lumbermen's Investment Corporation.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 15th day of October, 2003.

DECLARANT:
LUMBERMEN'S INVESTMENT CORPORATION
By Darlene Louk, Assistant Vice President

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUPCREEK PHASE 5 - SECTION 7

WHEREAS, Section 16 of Article I of Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 7, recorded at Cabinet W, Slides 129-134 et. seq., as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE Declarant does hereby declare as follows:

A. The tract of 71.899 acres platted as "Buttercup Creek Phase V, Section 7" according to the plat recorded at Cabinet W, Slides 129-134 et. seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration and shall be known as part of Westside at Buttercup Creek.

Section 4. DRIVEWAYS. All driveways to be constructed within the Neighborhood must be approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. The driveways must be at least twelve feet (12') in width and be constructed of concrete or brick but in all cases shall be in accordance with standards adopted by the New Construction Committee and the portion thereof between the Lot boundary and the curb line of the adjacent street shall in all cases be in compliance with all standards specifications of all governmental authorities having jurisdiction.

Section 6. MINIMUM SQUARE FOOTAGE. The living area of each Living Unit in the Neighborhood shall be as follows:

The Owner of each Lot shall cause it to be graded and maintained such that drainage and runoff does not flow from yards into any preserve area. Downspouts, above-ground pools, etc. cannot be positioned or extended to discharge runoff or filter backwash into preserves. Drainage systems may not be be altered in any way to cause drainage into a preserve area once a homeowner takes occupancy.

Section 8. CHIMNEYS. All exterior chimneys on the Living Units in the Neighborhood and all interior chimney chases (i.e., protruding through the roof of a Living Unit) must be of real brick or lap siding (not plywood sheet or exposed metal) unless some other style and materials are approved in writing by the New Construction Committee or the Modifications Committee, as the case may be. In addition, all such chimneys shall have installed and shall maintain a chimney cap or hood similar to those which are installed chimneys of homes in Buttercup Creek, Phase 5, Sec. 7.

Section 16. CHARGE FOR PLAN REVIEW. The Architectural Control Committee or the Modifications Committee shall have the right and authority to charge a fee for their review of plans and specifications for new construction or modifications in the Subdivision. Such fee shall be reasonable in amount and designed to reimburse the committee for the cost (direct or indirect in_ terms of salary, general or administrative overhead, etc.) of the review process. The fee shall be payable as a condition to the release of any approval by either committee.

This Supplemental Declaration shall remain in full force and effect for the term, and shall be subject to the renewal and other provisions, of the Original Declaration.

EXECUTED as of the 4th day of December, 2002.

DECLARANT:
LUMBERMEN'S INVESTMENT CORPORATION
By Robert Mann, SeniorVice President

SUPPLEMENTAL DECLARATION OF RESTRICTIONS FOR BUTTERCUPCREEK PHASE 5 - SECTION 8

WHEREAS, Section 16 of Article I of Original Declaration grants Declarant the right and privilege to designate certain portions of its property as one or more "Neighborhoods" as defined in the Original Declaration and to impose covenants, conditions and restrictions thereon; and

WHEREAS, Declarant desires to make the Neighborhood as defined herein subject to the additional covenants, conditions and restrictions and assessments set forth in this Supplemental Declaration so as to impose mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Neighborhood and the Properties as defined in the Original Declaration, and to designate the land covered by the Plat of Buttercup Creek, Phase V, Section 8, recorded at Cabinet Y, Slides 219-222 et. seq., and Document No. 2004011397 as a "Neighborhood" as defined in the Original Declaration.

NOW, THEREFORE Declarant does hereby declare as follows:

A. The tract of 21.150 acres platted as "Buttercup Creek Phase V, Section 8" according to the plat recorded at Cabinet Y, Slides 219-222 et. seq., Williamson County Plat Records, is declared to be a "Neighborhood" as defined in the Original Declaration and shall be known as part of Westside at Buttercup Creek.