Plat 8





DECLARATION OF PROTECTIVE COVENANTS AND RESTRICTIONS FOR
               NORTH LAKE SHORE SUBDIVISION, EIGHTH  ADDITION
 


          WHEREAS, Marine Bank of Springfield as Trustee under a Trust

agreement dated November l, 1988, known as Trust No. 53-1503-7

(hereinafter referred to as "Developer"), is the owner of all of Lots 1

through 9 in North Lake Shore Subdivision, Seventh Addition, a 

subdivision of the following described property;

               SEE ATTACHED EXHIBIT "A" FOR LEGAL DESCRIPTION
and
          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

developer of said subdivision.

and maintenance as will secure a continuous standard for the proper

developer of said subdivision.

     

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

Marine Bank of  Springfield as trustee under Trust dated November l,

1988, known as Trust No. 53-1503-7, hereby declares that all lots in

North Lake Shore Subdivision, Fifth and Sixth Additions, shall be sold,

transferred  and  conveyed  subject  to  the  following  covenants  and

restrictions:

1.    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  

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 lot

and subsequent excavation and grading prior to construction of the 

main residence upon such a lot 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,




                                               2





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 (7j 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:




                                         3



A. Minimum floor area of a single level dwelling unit shall be

1,800 square feet, except Lot one  (1) thru nine   (9) will be

approved on an individual lot and plan basis.

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

2,200 square feet, except Lot one (1) thru nine (9) will be approved on

an individual lot and plan basis.

     C. The minimum side yard dimension 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.

    F. No tree larger than 1 1/2" in diameter shall be cut or removed

unless written permission is received from the Architectural Control

Committee.

     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 Homeowner's

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 areas, 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 if 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.

     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 person who holds 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

                                               6




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.

Membership in the North Lake Shore Homeowners Association shall

become  automatically  effective  upon  the  sale  of  the  last lot or

building site in North Lake Shore subdivision, Second Addition, 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 Homeowners 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

Homeowners � Association as all current members at the time any ouch

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 entire


                                         7



North Lake Shore 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 and 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 of 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 in North Lake Shore Subdivision, Seventh

Addition.  After two (2) years, the maintenance of the easement

areas 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,



                                         8






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 North Lake

Shore Subdivision,  Second Addition,  or any 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




                                           9


construction and payment therefor shall be at the sole expense of

the Homeowners' Association.

4.

     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 Deceleration, by applicable

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

Association, which are not specifically reserved to the members of

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

standards as recommended by the Architectural

Control Committee; and

     C.   Assessment.        To fix, levy and collect assessments

as provided herein; and

     D.   Easements.         To Grant and convoy easements to the

common  areas  as  may  become  necessary,  subject  to  the

conditions and limitations provided heroin; 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 suspending

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

shall be sent to the members at least ton (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


                        11


rights, and the(r) right of each such Class "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 n right and easement of enjoyment in

and  to  the  common  areas which  shall  bee  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,


                                12



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 thee properties or parties thereof and

owner of building sites contained therein; and

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

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

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 thee 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:


                           13



(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 thee 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  thee  properties  or  portion  thereof  and  owners  of

     building sites contained therein.

6.   VOTING.

     The Association shall have two classes of membership, Class

"A" and Class "8" as follows:

             A.    Class "A"       Class "A" members shall bee 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

    thee  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 bee exercised as

    those owners themselves determine and advise in writing to the

    secretary prior to any meeting.   In the  absence  of  such


                                 14
 
advice,  the  building  site's vote  shall  bee  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 thee 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 sit 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  thee following

events, whichever occurs earlier:

                  (1)  When thee total vote outstanding of the Class

                  "A" membership equals the total votes outstanding of the Class  "B" membership;  or

                  (2)  By   such   time   as   Developer   voluntarily

                  relinquishes its Class "B" membership rights.

        7.   PURPOSE OF ASSESSSMENTS.

             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


                                     15
 
cost of labor, equipment and materials, management and supervision

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

of Directors.

8.                                                             

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

conveyance thereof, 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 coat 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


                              16
 
cost of labor, equipment and materials, management and supervision

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

of Directors.

8. 
     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 bee 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.

    Al1  such  assessments  together with  interest  thereon,  late

    charges and cost 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 thee 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


                               16
 
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 escapee

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  thee

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 thereof, 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 thee 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.




                                17
 
10.  ANNUAL ASSESSMENTS.

    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 thee Class "B" member(s).

Notwithstanding the foregoing, however, in the event the members

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

so to determine the budget for the 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  thee first annual Association meeting is held.  The $35.00 

annual fee shall bee paid by all owners of vacant building sites but 

Class "B" member.




                                 18
 
10.  ANNUAL ASSESSMENTS.

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

prior to thee 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.  Thee 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 thee Class "B" member(s).

Notwithstanding thee 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  thee  other

provisions  of this  Declaration,  the   annual  assessment  will  be

$35.00 per building  site until  such time as  thee 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.




                                18
 
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 thee 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 thee Board's

discretion, extend in excess of thee 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


                                 19
 

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

maintenance,  repair or replacement, or it 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 thee extent of  any  easement or

    other interest therein dedicated and accepted by any public

    authority and devoted to public use.

         B.   Al1 common areas as defined 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 thee transfer


                             20
 
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  bee  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  bee  charged  equally

against each building site.

16.

    ASSOCIATION.

    Any  assessments  which  are  not  paid  when  due  shall  be

delinquent.  Any assessment or assessment installment delinquent

for a period of more than teen (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,


                            21
 
interest on the principal amount due at the maximum allowable rate

from the date first dues 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, thee Association may, as thee

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.  SUBORDINATAION 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


                             22
 
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 preceding 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 bee 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 bee 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:


                               23



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  than  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.




                             24


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

                    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 any 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


                             25


(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 bee 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.

     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




                            26


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 any 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 excavating soil piles or shall employ

other effective means to prevent such soils from eroding or washing

into easements or right-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.  Within 30 days, weather permitting, after the final grade has

been established and approved on the building site, the building site

owner shall provide and install sod in the front and side yards,




                                 27


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.


                            28


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 such 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 sites 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


                              29


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

expense of the owner.

     E. No permanent fence, antenna, satellite dish, mail box and

above ground swimming pool, shall be constructed without the prior

approval of the Homeowner's Association.

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


                            30


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

are   recorded,   after  which  time  said  covenants   shall   bee

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 the First Plat,

this Second Addition, and any other plats of said North Lake Shore

Subdivision development, 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




                             31


to such 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, AKA, Bank One,

Illinois, NA SKA, as Trustee under the provisions of a Trust

Agreement dated November 1, 1988 and known as Trust No. 531503-7, has

caused this instrument to be executed by its duly authorized

officers, this       day of                         , 1997.



                               MARINE BANK OF SPRINGFIELD, AKA,
                               BANK ONE, ILLINOIS, NA SKA, AS
                               TRUSTEE under the provisions of
                               a Trust Agreement dated November
                               1, 1988 and known as Trust No.
                               531503-7

(Corporate Seal)               By:
                                  Trust Officer

ATTEST:

BY:

Its:




                                  32