Plat 1-3

Covenants North Lake Shore Subdivision Plat
1-3

               DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS FOR
                     NORTH LARE SHORE SUBDIVISION, FIRST PLAT

  WHEREAS, Marine Bank of Springfield as Trustee under a Trust

  Agreement dated November l, 1988, known as Trust   No. 531503-7

  (hereinafter referred to as "Developer"), is the owner of all of

  Lots 1 through 23 in North Lake Shore Subdivision, First Plat, a

  subdivision of the following described property:

    SEE ATTACHED EXHIBIT "A" FOR LEGAL DESCRIPTION

WHEREAS,  it  is  desirable  to  secure  the  best  use  and

improvements of the lots therein, and to protect the owners of such

lots against such use of other lots therein as would depreciate the

value of  such property, and to prevent the erection of  poorly

designed or constructed buildings, and to make the best use of and

preserve the natural beauty of said property and to locate the

buildings thereon with regard to topographic features; and

WHEREAS,  the  Developer desires  to  create  a finer  quality

residential subdivision having a standard architectural harmony

achieved through consistency of features such as color, texture,

material type or exterior style, placement of landscape flora and

the preservation of certain existing wooded areas in their natural

state, and through relative consistency of design; and

WHEREAS, to secure such objectives, said Developer desires to

subject the lots in said subdivision to the following restrictions

and covenants, including but not limited to methods of construction

and maintenance as will secure a continuous standard for the proper

development of said subdivision.

NOW  THEREFORE,  KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  the

aforesaid Marine Bank of Springfield as Trustee under Trust dated

November 1,  1988,  known as Trust No.  531503-7,  hereby declares that

all lots in North Lake Shore Subdivision, First Plat, shall be

sold, transferred and conveyed subject to the following covenants

and restrictions:

l.   USE RESTRICTIONS.

     The term "Building Site" as used in this Declaration shall

mean any lot of record or portion thereof under a single ownership

whether  owned  by  a  trust,  a  partnership,  a  corporation,  an

individual  or  individuals,  including  ownership  in  tenancy  in

common,  joint tenancy and tenancy by the entirety,  intended for use

as or used as the site and location of a single family dwelling.

    Developer hereby creates an ARCHITECTURAL CONTROL COMMITTEE,

composed of William Furling and William Furling, III.  In the event

of the death or resignation of any member of said Committee, the

remaining members shall appoint a member to fill the vacancy.  The

Architectural Control Committee shall have the right to prevent the

clearing of a building site and subsequent excavation and grading

prior to construction of the main residence upon such a building

site according to the following:  Prior to the construction of the

main residence, a building site owner is required to seek approval

of building plans through the Architectural Control Committee.  The

Committee shall  consider quality of  workmanship  and materials,

external design, location with respect to topography and finished

grades, elevations and building lines, location of driveways and

walkways and the preservation of certain existing trees and wooded

areas.  To comply with this requirement, each building site owner,

prior to any construction on the building site, shall first submit

a preliminary plan to the Architectural Control Committee stating

in  general  the  type,  style,  size  and  general  design  of  the

residence  to  be  constructed,  along  with  its  location  on  the

building site and the name of the building site owner's designated

General Contractor.  After approval in writing of the preliminary

plan by the Architectural Control Committee, the building site

owner shall  then submit  two  (2)  sets  of  the actual  plans and

specifications of the improvement to be constructed.  Such plans

and specifications shall include the floor plan, exterior color

schemes, and materials, elevations and actual plat plan showing

distances from easements and lot lines and the location of the

finished grade height of the first floor.  The building site owner

agrees that he/she will not obtain a building permit until the

Architectural Control Committee has approved the final plans.  If

no objections to the plans are raised by the Architectural Control

Committee within seven (7) days of submission of the final plans

to said Committee, the plans shall be deemed to have been approved

by said Architectural Control Committee.

     The  following  minimum  requirements  shall  apply  to  all

residential improvements within this subdivision:

          A.   Minimum floor area of a single level dwelling unit

      shall be 1,900 square feet.

          B.   The minimum floor area of a two level dwelling unit

      shall be 2,400 square feet.

         C.   The minimum side yard dimensions shall be those set

    forth in applicable zoning ordinances and as established on

    each individual site by the Architectural Control Committee,

    which shall have the authority to require site plans requiring

    side yards not to exceed twenty (20) feet total between two

    adjacent dwelling units.

         D.   Each single family dwelling shall have an attached

    garage suitable for the storage of at least two vehicles.

         E.   The roof shall have a minimum slope of five (5)

    vertical feet for each twelve (12) horizontal feet.

    The foregoing requirements shall be in addition to any other

requirements set forth elsewhere herein.

    The  Architectural  Control  Committee,  at  its  option,  may

delegate  the  duties  specified  herein  to  the  North  Lake  Shore

Homeowners'  Association.   In  any  event,  the  duties  of  the

Architectural Control Committee shall become the responsibility of

the North Lake Shore Homeowner's Association no later than the

first day of January, 2000.

     The duties of  the Architectural Control Committee and the

Homeowner's Association as set forth herein shall also include the

duties to review and approve additions and exterior modifications

to any structure previously approved by the Architectural Control

Committee or Homeowner's Association acting as the Architectural

Control Committee.

2.   RIGHTS OF WAY AND EASEMENTS.

     Rights of way and easements for installation and maintenance

of utilities, water retention facilities, drainage facilities and

boulevards are reserved as shown on the recorded plat.     Within

these easements, no structure, fence, planting or other material,

shall be placed or permitted to remain which may damage or impair

the function or interfere with the installation and maintenance of

utilities, or easements.    Any improvements so located shall be

removed  upon  the  request   of  the  Developer,  its  successors  or

assigns, or any public utility using said area, at the expense of

the  owner  of  said  building  site  or  tract.           The  easement  area  of

each building site and all improvements in it shall be maintained

continuously  by  the  owner  of  the  building  site,  except  those

improvements for which a public utility or authority is obligated

to maintain.

    No fence or structure of any type shall be permitted within

the  fifteen  (15)  foot  easement  along  the  rear  of  building  sites

abutting Island Bay Lane to the west.  Vegetative screening and

other  planting  shall  be  allowed  within  said  easement  area  to

provide screening for Island Bay Lane.  Nothing in this paragraph

is intended to prohibit owners of such building sites from erecting

fences  or  other  structures  west  of  the  fifteen  foot  easement

abutting  Island  Bay  Lane  if  they  so desire or  if  required by

ordinance of the City of Springfield to screen swimming pools or

other rear yard improvements.

    The rear drainage easement with respect to Lot 12 shall be

thirty (30) feet and the rear drainage easement of Lot 13 shall be

twenty (20) feet, contrary designations on the plat of subdivision

notwithstanding.    Lot  owners  and  building  site  owners  are

prohibited from altering, restructuring or redesigning drainage

easement areas, except where grading or restructuring is necessary

in connection with construction of improvements on the building

site.  Any such grading or restructuring shall not alter or impair

the drainage easements and where regrading and restructuring is

necessary,  it shall not be done without prior approval of  the

Architectural Control Committee,  and the lot owner or building site

owner  shall  replant  all  easement  areas  to  restore  grass  and

vegetation removed during regrading or restructuring.

3.   HOMEOWNERS' ASSOCIATION.

     Every  person  or  entity  who  is  the  record  owner  of  a  fee  or

undivided fee interest in any building site that is subject to this

Declaration shall be deemed to have membership in the North Lake

Shore Homeowners' Association.  The foregoing is not intended to

include  persons  who  hold  an  interest  merely  as  security  for  the

performance of an obligation,  and the giving of a security interest

shall not terminate the owner's membership.  No owner, whether one

or more persons, shall have more than one membership per building

site.  In the event of multiple owners of a building site, vote and

rights  of  use  and  enjoyment  shall  be  as  provided  herein.

Membership shall be appurtenant to and may not be separated from

ownership of any building site.  Ownership of a building site shall

be  the  sole  qualification  for  membership.    The  rights  and

privileges of membership, including the right to vote and to hold

office may be exercised by a member or the member's spouse, but in

no event shall more than one vote be cast nor office held for each

building site.

     The  Developer  shall  incorporate  the  North  Lake  Shore

Homeowners' Association and shall draft, execute and file Articles

of  Incorporation  and  By-Laws  for  the  Homeowners'  Association

consistent with the terms and conditions of this Declaration.  The

Developer shall cause the formation of the Homeowner's Association

within  thirty  days  of  the  sale  of  the  last  lot  owned  by  the

Developer in North Lake Shore Subdivision, First Plat, or at such

earlier time as the Developer shall elect, at Developer's sole

option.  The Developer reserves the right to add building sites and

memberships located in additional contiguous property to membership

in  the  North  Lake  Shore  Homeowner's  Association  as  additional

plats, if any, are added to North Lake Shore Subdivision.  Any such

new  members  shall  be  subject  to  the  same  rights  and  obligations

with respect to membership in the Homeowner's Association as all

current members at the time any such addition is made.

     Except as specifically provided otherwise herein, each owner

of a building site shall be liable for his proportionate share of

the cost (based upon the percentage of all lots owned by an owner

as to the total number of lots then subject to the provisions of

this Declaration) for the proper maintenance of water retention

facilities,  drainage  facilities  and  boulevards  within  the

subdivision, which water retention facilities, drainage facilities

and boulevards are described below and which may be added to from

time to time to include additional water retention facilities,

drainage facilities and boulevards upon completion and inclusion

of additional plats in the subdivision under these or subsequent

protective covenants.   Costs and fees shall be assessed by the

Developer  or  Homeowners'  Association  based  upon  actual  or

reasonable projected costs for maintenance of the water retention

facilities, drainage facilities and boulevards and payment thereof

shall be mandatory.  Any maintenance fee assessed by Developer or

by the Homeowners' Association not paid within thirty (30) days of

its  assessment  shall  constitute  a  lien  upon  the  property  of  

the delinquent owner which lien shall be subject to enforcement by

foreclosure in accordance with the provisions of  Illinois law.

Developer agrees  that for two  (2)  years from  the date  of  the

recording of this instrument it will maintain the easement areas

and collect and assess the maintenance fees.  After two (2) years,

the  maintenance  of  the  easement  areas  and  the  collection  of  

the maintenance fees shall be performed by the Homeowners' Association.

     Owners of individual building sites or portions thereof shall

mow,  landscape  or  otherwise  maintain  the  surface  of  utility

easements located upon their property.  Any utility easements not

located upon the property of an individual building site owner

shall be mowed, landscaped and maintained by the Developer or,

after two (2) years from the date of recording of this instrument,

by the Homeowners' Association.

     The easement areas to be maintained by the Developer or the

Homeowners' Association referred to above are as follows:

          A.   The entrance areas of North Lake Shore Subdivision

    including the center isle and the planting areas on any of the

    entrances.

         B.   Water retention facilities where constructed.

         C.   Boulevards where constructed.

         D.   Utility easements not located upon any individual

    building site or privately owned parcels.

    After  twelve  (12)  months  from  the  date  of  completion  of

construction of water retention facilities, or upon incorporation,

whichever shall later occur, the Homeowners' Association shall have

the obligation to maintain all water retention facilities, drainage

facilities  and  boulevards  in  accord  with  the  requirements  of

applicable ordinances of the City of Springfield, Illinois.

    The Developer shall not be required to construct any water

retention facilities upon property located within the First Plat

of North Lake Shore Subdivision or any subsequent Plat of North

Lake Shore Subdivision subsequently included under this declaration

unless such water retention facilities are required by the City of

Springfield at the time of  Plat approval.    If  water retention

facilities  are  required  by  the  City  of  Springfield  or  any  

other entity  subsequent  to  plat  approval,  the  responsibility  for

construction and payment therefore shall be at the sole expense of

the Homeowner's Association.

4.   ASSOCIATION BOARD; POWERS AND DUTIES.

     The directors named in the Homeowners' Association's Articles

of Incorporation constitute the Association's first Board which

shall hold office and which shall hold and exercise all of the

rights,  duties,  powers and functions of the Board set forth in this

Declaration, and the By-Laws, until the first election of Directors

by the members of the Association at the first annual membership

meeting.

      The Board shall have all powers for the conduct of the affairs

of the Association as provided by this Declaration, by applicable

law,  and  by  the  Articles  of  Incorporation  and  By-Laws  of  the

Association, which are not specifically reserved to the members or

Developer herein.  Without limitation thereon, the Board shall have

the power and obligation to perform the following duties:

           A.   Real and Personal Property.    To acquire, own, hold,

       improve,  maintain,  manage,  lease,  insure,  pledge,  convey,

       transfer or dedicate real or personal property for the benefit

       of  the  Members  in  connection  with  the  affairs  of  the

       Association, except the acquisition, mortgaging or disposal

       of common areas and/or improvements shall be subject to the

       conditions and limitations provided herein; and

            B.   Rule Making.   To  establish,  modify  and  enforce

       rules  and  regulations  for  the  use  of  the  properties  as

       provided  herein,  and  to  review,   modify  and   approve

       architectural standards as recommended by the Architectural

       Control Committee; and

C.   Assessments.   To fix, levy and collect assessments

as provided in herein; and

      D.    Easements.               To grant and convey easements to the

common  areas  as  may  become  necessary,  subject  to  the

conditions and limitations provided herein; and

     E.   Employment of Agents.    To  employ,  enter  into

contract   with,  delegate  authority  to  and  supervise  such

persons or entities as may be appropriate to manage, conduct

and  perform  the  business  obligations  and  duties  of  the

Association; and

     F.   Enforcement of Governing' Documents.    To perform

acts,  as may be reasonably necessary or appropriate,  including

bringing suit, causing a lien to be foreclosed or suspended

membership rights, and to enforce or effectuate any of the

provisions of the Governing Document; and

     G.   Membership Meetings.    To call the first annual

meeting of the members of the Association, within 180 days

after 44 lots have been transferred from Developer to Class

"A" members, or such earlier time designated by Developer, in

a written notice of which first annual membership meeting

shal 1 be sent to the members at least ten  ( 10 )  days in advance

of such meeting.  Notwithstanding anything to the contrary in

this Declaration provided, until the date of said first annual

membership meeting, no Class "A" member shall have any voting

rights, and the right of each such Glass "A" member to vote

on any matter is hereby denied until such meeting.      Each

annual meeting of the members of the Association following

    such initial annual membership meeting shall be held at the

    time  and  place  to  be  designated  at  the  initial  annual

    membership meeting.

5.   OWNERS' RIGHTS.

     Every owner shall have a right and easement of enjoyment in

and  to  the  common  areas  which  shall  be  appurtenant  to  and  

shall pass  with  the  title  to  every  building  site,  subject  to

the following:

         A.   The right of the Association to charge reasonable

     admission and other fees for the use of any facility now or

     hereafter situated or constructed upon the common areas and

     to impose reasonable limits on the number of guests who may

     use the facility; and

          B.   The right of the Association to suspend the voting

     rights and right to use the common areas and facilities by any

     owner  for  any  period  during  which  any  assessment  of  the

     Association against said owner's building site remains unpaid,

     and  for  any  infraction  by  an  owner  of  the  Association's

     published  rules  and  regulations  for  the  duration  of  the

     infraction,  and  for  an  additional  period  thereafter  not  to

     exceed sixty (60) days; and

          C.   The  right  of  the  Developer  with  regard  to  the

     properties which may be owned for the purpose of development,

     to grant easements in and to the common areas contained within

     the properties to any public agency, authority or utility for

     such purposes as benefit the properties or parties thereof and

     owner of building sites contained therein; and

     D.   The right of the Association by a majority vote of

all  of  the members of  the  Board to borrow money for the

purpose of improving the common areas,  or any portion thereof,

for acquiring additional common areas, or for constructing,

repairing or improving any facilities located or to be located

thereon, and to give as security for the payment of any such

loan a mortgage covering all or any portion of the common

areas,  provided,  however,  that the lien and encumbrance of any

such mortgage given by the Association shall be subject and

subordinate  to  any  and  all  rights,  interests,  options,

easements and privileges herein reserved or established for

the benefit of Developer or any owner, or any holder of any

mortgage, irrespective of when executed, given by Developer

or any owner encumbering any building site or other property

located within the properties;

      E.    The right of the Association to dedicate or transfer

all or any portion of the common areas to any public agency,

authority or utility for such purpose and subject to such

conditions  as  may  be  agreed  to  by  the  members  of  the

Association.   No  such  dedication  or  transfer  shall  be

effective unless such dedication or transfer has been approved

by at least 66-2/3 percent of:

              (1)  The votes which the Class "A"  members present

          or represented by proxies are  entitled to cast  at a meeting

          duly called for such purposes; and

              (2)  The  votes  which  the  Class  "B"  member  is

         entitled to cast whether present or represented by proxy

         at a meeting duly called for such purposes, so long as

         such Class "B" membership shall exist; and

         F.   The right of  the Association with regard to the

    properties which it may own to grant easements to Developer,

    any public agency, authority or utility for such purposes as

    benefit  the  properties  or portions  thereof  and  owners  or

    building sites contained therein.

6.   VOTING.

     The Association shall have two classes of membership, Class

"A" and Class "B" as follows:

               A.    Class  "A"          Class "A" members shall be all owners

    with the exception of the Developer, any successor of the

    Developer who takes title for the purpose of development and

    sale  and  anyone  holding  one  or  more  building  sites  for  the

    purpose of development or sale.  Class "A" members shall be

    entitled to one vote for each building site in which they hold

    the interest required for membership by Section 3 hereof.

    When more than one person holds such interest in any building

    site, the vote for such building site shall be exercised as

    those owners themselves determine and advise in writing to the

    Secretary  prior  to  any  meeting.   In  the  absence  of  such

    advice, the building site's vote shall be suspended in the

    event  more  than  one  person  seeks  to  exercise  it.   If  a

building site is owned by a corporation, partnership or trust,

     such entity shall designate in writing the person authorized

     to vote in behalf of such entity.

          B.   Class "B"   The Class "B" member shall be the

     Developer.     The  Class  "B"  member  shall  be  entitled  to  four

     votes for each building site in which it holds the interest

     required for membership by Section 3 provided that the Class

     "B" membership shall cease and become converted to Class "A"

     membership  upon  the  happening  of  either  of  the  following

     events, whichever occurs earlier:

           (1)  When the total vote outstanding of the Class

          "A" membership equals the total votes outstanding of the

          Class "B" membership; or

               (2)  At   such   time   as   Developer   voluntarily

          relinquishes its Class "B" membership rights.

7.   PURPOSE OF ASSESSMENTS.

     The  assessments  levied  by  the  Association  shall  be  for  the

purpose  of  promoting the  recreation, scenic enjoyment,  health,

welfare and safety of the residents and for protecting, advancing

and promoting the environment of the properties for the common

benefit and enjoyment of the owners and occupants of residences,

improvement and maintenance of the common areas and other common

facilities and areas of common responsibilities including but not

limited to repair, replacement and additions thereto, and for the

cost of labor, equipment and materials, management and supervision

thereof, all as may be authorized from time to time by the Board

of Directors.

8.   CREATION OF LIEN AND PERSONAL OBLIGATIONS OF ASSESSMENTS.

     Each owner of a building site by acceptance of a deed or other

conveyance therefor, whether or not it shall be so expressed in

such deed or other conveyance, shall be deemed to covenant and

agree to pay the Association:

          A.   An entering membership fee;

          B.   Annual assessments;

          C.   Special assessments and/or individual assessments

    against any particular building site,  shall be established and

    collected pursuant to the terms of this Declaration,  including

    but not limited to reasonable fines as may be imposed herein.

    All such assessments together with  interest  thereon, late

    charges and costs of collection thereof, including reasonable

    attorney's fees shall:

               (1)  Be a charge and a continuing lien upon the

         building site against which any such assessment is made,

         and;

              (2)  Be the joint and several personal obligation

         of each person who was an owner of said building site at

         the  time  when  any  such  assessment  made  against  said

         building site fell due.

    No owner shall be entitled to a refund of any portion of the

entering  membership fee,  any  annual  or  special  assessment,  or

installment of a special assessment, paid by him, even though said

owner's  membership  in  the  Association  terminates  prior  to

expiration  of  the  period  covered  by  any  such  assessment  or

installment theretofore paid by him.  No owner may avoid or escape

liability for the entering membership fee,  or any annual or special

assessment, or individual assessment, imposed or levied pursuant

to this Declaration by abandonment of his property or by attempted

waiver  as  a  non-user  of  the  benefits  of  membership  in  the

Association, or of common areas and facilities.

9.   ENTERING MEMBERSHIP FEE.

     Each  person  or  entity  who  holds  an  ownership  interest  in  a

building site, by acceptance of a deed therefor, whether or not it

shall be so expressed in any such deed or other conveyance, shall

be deemed to covenant and agree to pay to the Association within

ten (10) days after first becoming a member of the Association, an

entering membership fee of One Hundred Dollars ($100.00) to be used

by the Association for the same purposes for which annual and

special  assessments  may  be  levied,  provided,  however,  that  no

person or entity shall be required to pay the entering membership

fee more than once, without regard to the number of building sites

in  which  said  owner from  time  to  time  may  hold  an  ownership

interest, and without regard to the number of times said owner may

again become a member of the Association after said owner's initial

membership therein terminates.

10.  ANNUAL ASSESSMENT.

     It shall be the duty of the Board at least thirty (30) days

prior to the  Association's annual meeting  to prepare a  budget

covering the estimated costs of operating the Association during

the coming year which may include a capital contribution or reserve

in accordance with a capital budget separately prepared. The Board

shall cause the proposed budget and the assessments to be levied

against each building site for the following year to be delivered

to the last known residence address of each member at least thirty

(30) days prior to the meeting.  The budget and assessment shall

become effective unless disapproved at the annual meeting by a vote

of  at  least  fifty-one  percent  (51%)  of  the  total  Association

membership votes including those votes of the Class "B" member(s).

Notwithstanding the foregoing, however, in the event the members

disapprove the proposed budget, or the Board fails for any reason

so to determine the budget for the succeeding year, then and until

such  time  as  a  budget  shall  have  been  determined  as  provided

herein,  the  budget  in  effect for the  then  current  year  shall

continue  for  the  succeeding  year.   Notwithstanding  the  other

provisions  of  this  Declaration,  the   annual  assessment  will  be

$35.00  per building  site  until  such  time  as  the  first  annual

Association meeting is held.  The $35.00 annual fee shall be paid

by all owners of vacant building sites but shall not be paid by the

Class "B" member.

11.  SPECIAL ASSESSMENTS.

     In addition to the annual assessment authorized above, the

Association may levy in any calendar year,  a special assessment for

the purpose of defraying in whole or in part, the cost of any

construction or reconstruction, unexpected repair, replacement, or

maintenance of a described capital improvement upon the common

areas,  including  the  necessary  fixtures  and  personal  property

related thereto, provided, that any such assessment shall have the

assent of two-thirds (2/3) of the votes of the total membership

including the Class "B" members who are voting in person or by

proxy at the meeting duly called for this purpose, written notice

of  which  shall  be  sent  to  all  members  not  less  than  thirty  

(30 days  in  advance  of  the  meeting  setting  forth  the  purpose  

of  the meeting.  The Board of Directors may make such special 

assessments payable in installments over a period which may, in the 

Board's discretion, extend in excess of the fiscal year in which 

adopted.

12.  INDIVIDUAL ASSESSMENT.

     In the event that the need for maintenance or repairs of the

common areas is caused by the willful or negligent act of an owner,

his family,  guests or invitees or in the event that an owner of any

building site shall fail or refuse to maintain such building site,

or repair or replace the improvements situated thereon in a manner

satisfactory to the Board, the Association, after approval by vote

of 75% of all members of the Board, shall give such written notice

of the Association's intent to provide the required maintenance,

repair or replacement, at such owner's sole cost and expense.  The

owner shall have fifteen (15) days within which to complete said

maintenance,  repair or  replacement,  or if  such work cannot  be

accomplished  within  said fifteen  day  period,  to  commence  said

maintenance, repair or replacement.  If such owner fails or refuses

to  discharge  properly  his  obligations  as  outlined  above,  the

Association  shall  have  the  right,  through  its  duly  authorized

agents or employees to enter, at reasonable hours of a day, upon

said building site to perform such work.  The Association may then

levy an individual assessment upon any building site to cover the

cost and expense incurred by the Association in fulfilling the

provisions of this section.

13.  EXEMPTION FROM ASSESSMENT.

     The following property subject to this declaration shall be

exempt from all assessments, charges and liens created herein:

          A.   All properties to the extent of any easement or

      other interest therein dedicated and accepted by any public

      authority and devoted to public use.

           B.   All common areas as defined in herein.

           C.   Any vacant land or building sites owned by a Class

      "B" member unless a building site is occupied as a residence.

      Any such land or building sites owned by a Class "B" member

      shall be maintained by such Class "B" member at such member's

      sole cost and expense.

14.   ASSESSMENTS DUE DATES.

      The annual assessment installments for each building site

shall commence on the first day of the month following the transfer

of ownership of the building site from Developer to the owner, and

shall  become  due  and  payable  on  the  first  day  of  each  month

thereafter.   The  method  of  payment  and  due  dates for  special

assessments  shall  be  as  established  by  the  Association  in

accordance with this Declaration, its Articles and By-Laws.  The

method of payment and due dates for individual assessments shall

be as determined by the Board in accordance with this Declaration.

The  Association  shall  prepare  a  roster  of  building  sites  and

assessments applicable thereto, which shall be open to inspection

by any member upon reasonable notice to the Board.

15.  COMPUTATION.

    Annual  and  special  assessments  shall  be  charged  equally

against each building site.

16.  EFFECT  OF  NONPAYMENT  OF  ASSESSMENTS'  REMEDIES  OF  THE

    ASSOCIATION.

    Any  assessments  which  are  not  paid  when  due  shall  be

delinquent.  Any assessment or assessment installment delinquent

for a period of more than ten (10) days may incur a late charge in

an amount as the  Board may determine from time to time.      The

Association shall cause a notice of delinquency to be given to any

member who has not paid within the ten (10) days following the due

date.   If the assessment or assessment installment is not paid

within thirty (30) days, the Association may declare the entire

balance of such assessment for the remainder of such annual period

due and payable in full, and a lien as herein provided for shall

attach,  and  in  addition  the  lien  shall  include  the  late  

charge, interest on the principal amount due at the maximum allowable 

rate from the date first due and payable, all costs of  collection,

reasonable attorney's fees actually incurred, and any other amounts

provided  or  permitted  by  law.          In  the  event  that  the  

assessment remains unpaid after sixty (60) days, the Association may, 

as the Board shall determine, institute suit to collect such amounts or

to foreclose its lien.   Each owner, by acceptance of a deed or

other conveyance to a building site, vests in the Association or

its agents the right and power to bring actions against such owner

or owners personally for the collection of such charges as a debt

and/or to foreclose the aforesaid lien in the same manner as other

liens for the improvement of real property.  The lien provided in

this Article shall be in favor of the Association and shall be for

the benefit of all other owners .             The Association,  acting 

on behalf of the owners, shall have the power to bid on the building 

site at any foreclosure sale  or to acquire,  hold, lease,  mortgage  

and convey the same.  No owner may waive or otherwise escape liability

for  the  assessments  provided  for  herein,  including  by  way  of

illustration but not limitation, abandonment of the building site.

    The Board shall likewise have the right to use forcible entry

and detainer proceedings to enforce the rights provided to the

Board under this Declaration as permitted from time to time by the

statutes of the State of Illinois.

17.  SUBORDINATION OF LIEN.

      The lien provided for in this Declaration shall be subordinate

to the lien of any first mortgage now or hereafter placed upon the

building site subject to assessment, provided, however, that such

subordination shall apply only to the assessments which have become

due and payable prior to a sale or transfer of such building site

pursuant  to  a  decree  of  foreclosure,  or  any  other  proceeding  

in lieu of foreclosure.  Such sale or transfer shall not relieve such

property from liability for any assessments thereafter becoming

due, nor from the lien of any such subsequent assessment.

18.  ESTOPPEL CERTIFICATES.

    The  Association  shall,  upon  request  of  a  member,  at  any

reasonable  time,  furnish  an  estoppel  certificate  signed  by  an

officer or other authorized agent of the Association,  setting forth

the amount of unpaid assessments and/or other charges, if any,

against said member's building site, up to a given date or time of

conveyance.  The Association shall also certify as to whether or

not there are violations of the governing documents on the building

site as  of  the  date  of  preparation  of  the certificate.   Said

certificate shall be delivered to the place of closing and all

outstanding assessments and other charges,  if any,  and a reasonable

charge, as determined by the Board, to cover the cost of providing

such certificate shall be deducted from the Seller's account at the

closing and transmitted directly to the Association.

19.  MAINTENANCE  REPAIRS AND SERVICES BY THE ASSOCIATION.

      The Association,  subject to the provisions of this declaration

and the By-Laws of the Association shall maintain and keep in good

repair the area of  common responsibility, which  responsibility

shall be deemed to include by example and not by limitation:

           A.   Maintenance  and  repair  of  all  common  areas  and

       facilities including, park areas, landscaping, utility lines,

       pipes,  wires  and  conduits,  not  dedicated  to  any  public

       authority, if any; and

            B.   Furnish and provide the necessary maintenance and

       repair  services  for  the  utility  systems,  and  for  any

controlled discharge drainage collection facility serving the

    properties and the improvements situated thereon.

20.   EASEMENT.

      The Association is  hereby granted an  easement of  use  and

right-of-way on, over, in, under and through all building sites in

order to comply with the terms of this Declaration, and entry on

any building site for such purpose shall not be deemed a trespass.

21.  ENFORCEMENT AUTHORITY.

     The Board of Directors of the Homeowners' Association shall

be authorized and empowered to:

         A.   Make and enforce reasonable rules and regulations

     governing the conduct, use and enjoyment of the properties.

          B.   Impose reasonable fines, which shall constitute a

     lien upon the building site of a member, and/or suspend such

     member's right to use the common areas and the right to vote,

     for  not  more  that  thirty  (30)  days,  or  such  time  as  a

     violation may continue and sixty (60)  days thereafter for

     violation of this Declaration, the By-Laws or any rules and

     regulations which have been duly adopted by the Association.

          C.   Begin any action in any court on behalf  of  the

     Association and all owners to abate any nuisance,  or otherwise

     to protect the values and integrity of the community.

22.   ENFORCEMENT PROCEDURE.

      The Board shall not impose a fine,  suspend voting,  begin court

action or infringe upon any other rights of a member or other

occupant for violation of rules unless and until the following

procedure is followed:

          A.   Demand.   Written demand to cease and desist from

      any   alleged  violation  shall  be  served  upon  the  alleged

      violator specifying:

               (1)   The alleged violation; and

               (2)   The action required to abate the violation;  and

               (3)    A time period, not less than ten (10) days,

           during which the violation is continuing, or a statement

           that any further violation of the same rule may result

           in the imposition of sanction after notice and hearing

           if  the  violation  is  not  continuing  at  the  time  the

           written demand is sent.

           B.   Notice.   Within twelve months of such demand, if

      the violation continues past the period allowed in the demand

      for  abatement  without  penalty,  or  if  the  same  rule  is

      subsequently violated,  the Board shall serve the violator with

      written  notice  of  a  hearing  to  be  held  by  the  Board  in

      executive session.  The notice shall contain:

               (1)  The nature of the alleged violation; and

               (2)  The time and place of the hearing, which time

           shall be not less than ten (10) days from the giving of

           notice; and

               (3)   An invitation to attend the hearing and produce

           any  statement,  evidence  and  witnesses  on  his  or her

           behalf; and

               (4)  The proposed sanction to be imposed.

C.   Hearing'.  The hearing shall be held in executive

    session  pursuant  to  this  notice  affording  the  member  a

    reasonable  opportunity  to  be  heard.       Prior  to  the

    effectiveness of any sanction hereunder, proof of notice and

    the invitation to be heard shall be placed in the minutes of

    the meeting.  Such proof shall be deemed adequate if a copy

    of the notice together with a statement of the date and manner

    of  delivery  is  entered  by  the  officer  or  director  who

    delivered such notice.  The notice requirement shall be deemed

    satisfied if a violator appears at the meeting.  The minutes

    of  the  meeting  shall  contain  a  written  statement  of  the

    results of the hearing and the sanction, if any, imposed.

23.   EROSION CONTROL AND LANDSCAPE WASTE.

      During clearing and construction, until all exposed dirt from

excavating has been removed from the building site or brought to

an approved final grade surrounding the dwelling unit, and until

the building site is permanently landscaped with vegetation or

landscaping material, the building site owner shall prevent the

erosion and washing of soil from the building site by employing the

following measures:

         A.   Disposing of all landscape waste, such as brush,

weeds, removed trees, and excess dirt, in a lawful fashion by

burial, incineration or removal, without causing damage to an

adjacent building site or other property within North Lake

Shore Subdivision.

B.   In the case of making improvements to a building

site, the owner shall place, or require a General or Sub-

Contractor to place, all excavated soils deposited within the

building site at least five (5) feet from any lot line, and

the  owner  or  General  or  Sub-Contractor  shall  not  place  any

soil piles on an easement or right-of-way of record.  During

and prior to completion of construction efforts the building

site  owner  or  contractor  of  the  building  site  owner's

designation shall erect and maintain a water permeable cloth

dike of suitable strength and durability across the front of

a building site and around the perimeter of excavated soil

piles or shall employ other effective means to prevent such

soils from eroding or washing into easements or rights of way

or other building sites.  Such dikes or other systems shall

be  maintained  until  the  excess  soil  has  been  brought  to

approved final grade or removed from the building site.

     C.   Immediately  after  the  final  grade  has  been

established and approved on the building site surrounding the

building  site,  the  building  site  owner  shall  provide  and

install vegetation to cover exposed soils by planting approved

ground cover, sodding, seeding and strawing, or covering the

exposed areas with approved landscape material  to prevent

erosion.   Drainage  easements  on  building  sites  shall  be

maintained by the building site owner according to the plat

of record and the specifications of final grade as approved

by the City Engineer.

D.   Soils,  mud  and  landscape  waste  carried  from  a

    building site onto other properties and common areas such as

    easements, rights of way and roadways, by erosive forces or

    by vehicles leaving a construction site, shall be cleaned up

    daily or as necessary at the expense of the building site

    owner.

    The Developer, his successors and assigns, shall have the

right to enter a building site at any time for the purpose of

preventing  and  arresting  undue  erosion  at  the  expense  of  the

building site owner if the building site owner or his designated

contractor is unwilling or unable to prevent such erosion.

24.  CONSTRUCTION MATERIAL WASTE.

    At  each  building  site,  excess  material  and  waste  from

construction  shall be gathered  and disposed of  regularly  in a

lawful fashion.  No building site shall be used or maintained at

anytime for a dumping ground.

25.  DRIVEWAYS.

     Driveways shall be constructed of concrete, asphalt or other

material as approved by the Architectural Control Committee.

26.  NUISANCES AND TRASH.

         A.   No noxious or offensive trade or activities shall

     be carried on in said subdivision, nor shall anything be done

     therein or thereon which may be or become an annoyance or

     nuisance to the neighborhood.

          B.   No  structure  of  a  temporary  character,  trailer,

     basement, shack, garage, barn or other outbuilding shall be

erected  or  placed  on  any  building  site  at  any  time,  except

during  the  construction  period  without  approval  of  the

Architectural Control Committee.  No unattached garage or out

building  shall  be  approved  by  the  Architectural  Control

Committee unless it is compatible with the existing single

family dwelling on the premises and is of comparable quality

and construction.

     C.   No animals, livestock or poultry of any kind shall

be  raised,  bred  or  kept  on  any  building  site  in  said

subdivision except dogs and cats and other common pet animals,

and not for any commercial purposes.

     D.   All weeds shall be kept cut on sold vacant building

sites,  and no vacant building sites shall be permitted to fall

into an unsightly condition, except that the building site

owner shall not be obligated to clear natural wooded areas of

brush and undergrowth.   No building site shall be used or

maintained as a dumping ground for rubbish, and all trash,

garbage or other waste shall be kept in sanitary containers.

Any  vacant  building  site  which  falls  into  an  unsightly

condition may be mowed or cleaned up by the Developer at the

expense of the owner.

     E.   No permanent fence shall be constructed in front of

a residence without the prior approval of the Architectural

Control Committee.  In the case of corner building sites, both

street sides of the residence shall be considered as front

lines.

27.  VEHICLES.

    No building site owner or occupant shall permit any truck,

commercial vehicle, boat or trailer, including without limitation,

cargo trailer, campers, house trailers, mobile homes or carryalls,

to be parked or stored on the building site, in the driveway or in

the  street  in  front  of  or  alongside  of  the  building  site.            

This shall not prevent the building site owner or the occupant from

storing a truck, commercial vehicle, boat or trailer owned by such

owner or occupant, or used by him in his business in any garage on

the premises.  No derelict vehicles shall be kept or stored on any

building site.

28.  SIDEWALKS.

    After the construction of the sidewalk in front of a building

site and acceptance by the City Engineer or his representative,  the

building site owner shall be responsible for replacing at his own

expense, any broken section.

29.  DURATION OF RESTRICTION.

    The aforesaid covenants shall run with the land and shall be

binding upon all parties and all persons claiming under them for

a period of twenty-five (25) years from the date these covenants

are  recorded,  after  which  time  said  covenants  shall  be

automatically extended for successive periods of ten (10) years,

unless an instrument rescinding or modifying these covenants which

is signed by more than seventy-five  (75%)  percent of  the then

record owners of the building sites delineated in this First Plat

and any other plats of said North Lake Shore Subdivision, shall be

recorded in the office of the Recorder of Deeds of Sangamon County,

Illinois.   Each building site shall have one vote, agreeing to

change or rescind said covenants in whole or in part.  No amendment

to these covenants and restrictions shall operate to terminate the

existence of the Homeowners' Association, nor shall it relieve the

Homeowners' Association from its obligations hereunder to assess

fees  and  maintain  all  water  retention  facilities,  drainage

facilities, non-private utility easements and boulevards as set

forth  in  this  plat  and  subsequent  plats for  North  Lake  Shore

Subdivision.

30.  REMEDIES FOR VIOLATION.

     In  the  event  of  a  violation  or  breach  of  any  of  these

covenants and restrictions by any person or entity subject to such

covenants and restrictions,  a person or entity enjoying the benefit

of  these  restrictions,  shall  have  the  right  to  proceed  in  a

judicial action at law or in equity to compel compliance with the

terms of these covenants and restrictions,  or to prevent the breach

or violation of them.         Developer shall,  in addition,  have the 

right to compensation for actual expenses incurred as a result of any

such breach or violation.

31.  SEVERABILITY.

     Invalidation of one of these covenants or restrictions by

judgment or other order shall not in any manner affect any of the

other covenants, which shall remain in full force and effect.

     IN WITNESS WHEREOF, Marine Bank of Springfield, as Trustee

under the provisions of a Trust Agreement dated November 1, 1988