CONDITIONS, RESTRICTIONS, RESERVATIONS AND
PROTECTIVE COVENANTS OF

The undersigned, C & M Greenwell Contracting, LLC and Cecelia Mayhew being the owners of the subdivision known and designated as "St. Charles Place", Lots 1- 58, Part of the East Half of the Southwest Quarter of Section 35, Township 6 South Range 12 West and part of the Northeast Quarter of Section 2, Township 7 South, Range 12 West, Marrs Township, Posey County, Indiana, containing 79.64 acres more or less, (hereinafter referred to as "subdivision") do hereby make and adopt the following Conditions, Restrictions, Reservations and Protective Covenants for the use and occupancy of the lots and lands comprising said subdivision, which Conditions, Restrictions, Reservations and Protective Covenants shall run with the land and shall be binding upon all owners of the lots and lands in said St. Charles Place, Lots 1 to 58, inclusive, to-wit:

1. Use of Land All lots in what is known as "St. Charles Place", Lots 1 to, shall be known and used as residential lots, and shall not be used for any business or commercial purposes. Not more than one single-family residence shall be erected or maintained upon any one lot. No lot or lots shall be further subdivided for the purpose of making an additional site.

2. Type of Permitted Structure The land included in said subdivision shall be used for private, residential purposes only, and no building of any kind whatsoever shall be erected or maintained on the land except:

a) Private dwelling houses, each dwelling house being designed for occupation by a single family;

b) Private garages for the sole use of the respective owners or occupants of the building plots upon which such garages are erected;

c) Buildings for the storage of non-commercial vehicles, equipment, and tools used in the maintenance of the building plot upon which erected; private greenhouses; garden shelters; and bath houses, accessory to swimming pools; and

d) A building to shelter not more than two (2) domestic pets kept for the pleasure of the occupants of the land.

e) Swimming pools shall be a permanent in-ground type; above ground pools will not be permitted.

No structure shall be moved onto any of said lots. All structures shall be newly erected thereon. No trailer, double wide, modular home, basement, tent, garage, or mobile home shall at any time be used as a residence, temporarily or permanently, nor shall any structure of a temporary character be used as a residence.

3. Size of Single Family Dwelling A single family dwelling may not to exceed three (3) stories in height, and a private garage or carport for not more than five (5) cars attached thereto. The ground floor living space area of a one-story dwelling, exclusive of porches, breezeways, garages and attached carport, shall not be less than 1800 square feet. The ground floor living space area of any two-story dwelling, exclusive of porches, breezeways, garages and attached carport, shall not be less than 1300 square feet.

5. Building Location No building shall be located on any lot nearer to any lot line than the minimum building set back lines as shown on the recorded plat of St Charles Place. All structures placed upon any lot shall be in accordance with the recorded plat thereof and in accordance with the building code for Posey County, Indiana.

6. Construction Materials of Single Family Dwelling The main residential dwelling house must be constructed with a stone or brick veneer, with wood or vinyl siding trim. Trim is not to exceed fifty percent (50%) of exterior wall surface. The only exception is a home in the farm house style, which may be constructed of seventy percent (70%) vinyl siding and thirty percent (30%) brick or stone. Cement block foundations or poured cement foundations shall not be exposed.

7. Additional Structures Construction of a detached garage or other building on any building plot shall be in conformity and harmony of external design with the existing structures in the subdivision.

8. Outbuildings All out buildings shall have only one (1) story containing at least one hundred fifty (150) square feet and no more than forty (40) feet by sixty (60) feet, excluding any porches, breezeways, etc. external to the outbuilding. The footprint of the home and all outbuildings can be no more than thirty percent (30%) of the size of the lot.

9. Construction Materials of Outbuildings All outbuildings are to be stick built with a concrete floor and exterior design complimenting the residence on the lot. The front of the outbuilding and any sides facing the front lot line shall be thirty percent (30%) brick and vinyl sided.

10. Location of Outbuildings The outbuilding shall be located not nearer to any lot line than the minimum building set back lines as shown on the recorded plat and shall be located to the rear of the dwelling house.

11. Approval of Plans No building, boundary fence or wall or other structure including mailboxes, shall be commenced, erected, placed or altered on any building plot in this subdivision until the plans and specifications showing the nature, kind, shape, dimensions, materials, exterior color scheme and plot plan showing the location of such structures have been approved in writing as to conformity and harmony of external design with existing structures in the subdivision, and as to location of the building with respect to topography and finished ground elevation, by a Committee composed of Charles M. Greenwell and Mike Greenwell, or by a representative designated by the members of said Committee. In the event of the death or resignation of any member of said Committee, the remaining member or members, shall have full authority to approve or disapprove such design and location within thirty (30) days after said plans and specifications have been submitted to the Committee. If said Committee or its duly authorized representative shall fail to approve or disapprove any proposed plan or specification within thirty (30) days after the same shall have been submitted to the Committee for approval, such plans or specifications shall be deemed to have received the approval of said Committee, or its duly authorized representatives. Neither the members of such Committee, nor its designated representative, shall be entitled to any compensation for services performed pursuant to this covenant. The power and duties of such Committee, and its designated representative, shall cease on and after fifteen (15) years from the date of the recording of these restrictions.

12. Utilities No overhead utilities service, visible antennas, satellite TV receivers with a diameter in excess of twenty-four (24) inches, wire to poles or wire from poles to dwelling will be permitted.

13. Mailboxes No brick mailboxes will be permitted. All mailboxes will be of a uniform style and size to be chosen by the Committee, as set forth in Paragraph 11. Owners of individual lots will be responsible for the purchase of said mailbox.

14. Driveways The entire surface of all driveways shall be paved with either concrete or asphalt within one (1) year of completion of the dwelling house.

15. Fences No fences shall be erected or maintained outside of the lot lines. No solid board fence in excess of three (3) feet in height may be erected on any lot except from the rear of the dwelling toward the back lot line.

16. Prohibition of Commercial Use or Nuisance No trade or business of any kind or character nor the practice of any profession, nor any building or structure designated or intended for any purpose connected with any trade, business or profession shall be permitted or maintained upon any of the land shown in the subdivision. No noxious offensive trade or activity shall be carried on upon any lot, nor shall anything be done thereon, which may be, or become an annoyance or nuisance to the neighborhood.

There shall be no commercial tools or vehicles permitted to be stored or kept on any lot in the subdivision over the size of a 3/4 ton truck unless enclosed under roof, lawn equipment excepted.

17. Signs No sign of any kind shall be displayed to public view except one professional sign of not more than two (2) square feet excluding signs used by the builder to advertise the property during the construction and sales period of the subdivision development.

18. Trees and Shrubbery No trees or shrubbery shall be planted within the utility easement area on said lot except to act as a screen for the underground electric transformer and for the telephone connecting boxes. No tree or shrubbery that grows greater than three (3) feet in height may be planted within the ten (10) feet from the front lot line.

19. Animals and Pets No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any lot, except that dogs, cats and other household pets may be kept provided that they are not kept, bred, or maintained for any commercial purposes. It shall be required that the premises be kept in a neat and tidy condition at all times. Pets will not be allowed to run loose and traverse upon lots other than their owners' property.

20. Parking The owner of the lot shall provide ample off street parking facilities, and no vehicle, including campers, boats arid trailers, shall be regularly or habitually parked on the street. No vehicles of any kind shall ever be parked on the front of the lot. The driveway to the side and front shall not be used for the parking of trailers, boats or campers except for temporary use. All junk autos, junk trucks, and trailers are prohibited from being kept on the lot or on the street. No trailer of any kind shall be parked on any lot unless inside a garage or carport.

21. Outdoor Lighting No outside light shall be installed which has over 200-watt lamp, and no mercury vapor light shall be installed on said lot, unless installed in the rear of the residence.

22. Septic System Any sanitary sewer or septic system of any kind installed on any lot must be approved by the local Posey County Health Department and must be fully contained within that lot. Septic systems may only be placed on the lots in the areas designated and set forth on the plat that is filed with the Area Planning Commission of Posey County, Indiana. No trees shall be planted on the field bed of an installed septic system.

23. Trash and Garbage Disposal Every dwelling constructed in said addition shall have a garbage disposal unit installed as a part of the plumbing, and such garbage disposal unit shall be kept in operating condition.

Neither permanent nor temporary outdoor incinerators shall be constructed or used. All lot owners will be responsible for disposal of trash. Financial cost of disposal will be borne by the lot owner.

All lots in said subdivision shall be kept neat and free from trash. No burning of trash shall be permitted on any lot in the subdivision. Wood fires may be permitted as long as they do not cause a nuisance to the neighborhood.

24. Lot Surface The elevation of the lot shall not be changed so as to materially affect the drainage or water impoundment of adjoining lots. All lawn areas shall be seeded or sodded so as to produce an attractive lawn and to prevent erosion. The drainage easements shown on the recorded plat shall be maintained by the owner of each lot so as not to change the intended flow of surface water within the drainage easements as said direction of flow is set forth in a site and drainage plan for said subdivision filed with the Area Planning Commission of Posey County, Indiana.

25. Easements No lot owner may create any additional easement or create any roads over their lot.

26. Right to Abate Violations If any lot owner at any time shall violate or attempt to violate any of the covenants, conditions, restrictions, and agreements, reservations or easements herein provided, it shall be lawful for any other person or persons who have been violated or have been attempted to be violated to prevent them from doing so or to recover damages or other remedies for such violations.

27. Remedy for Violations Each of the conditions, restrictions, reservations and protective covenants contained herein shall run in favor of and shall inure to the benefit of all owners of lots in this subdivision, jointly and severally, and may be enforced by them or by any of them in any court of competent jurisdiction by injunction, or other appropriate remedy. The party adjudged to have violated any of said restrictions shall be liable to the aggrieved party for reasonable attorney's fees, which shall be fixed by the court hearing such matters. The owner of any lot in this subdivision shall have the right to enforce said conditions, restrictions, reservations and protective covenants without proof of pecuniary damages to his own property in the subdivision.

28. Right to Enforce The provisions herein contained shall inure to the benefit of and be enforceable by:

a) The subdivider, his successors and assigns:

b) The owners of any of the lots lying within such subdivision

c) The Committee, or its duly authorized representative

The failure of any of the above-enumerated persons or corporations to enforce any of the restrictions, conditions, or agreements herein contained shall in no event be deemed a waiver of a right to do so thereafter as to the same breach or as to any breach prior to or subsequent thereto.

30. Acceptance of Conveyance The acceptance of a conveyance of any lot in this subdivision by any person or persons shall be construed to be an acceptance and an affirmance by such person or persons of each and all of the conditions, restrictions, reservations and protective covenants set out herein, whether or not the same be set out or specified in such conveyance so long as these conditions, restrictions, reservations and protective covenants have, prior to such conveyance, been placed of record at the Office of the Recorder of Posey County, Indiana.

31. Invalidation Invalidation of any of the foregoing conditions, restrictions, reservations and protective covenants by judgment or order of a court shall in no way affect any of the other conditions, restrictions, reservations and protective covenants, all of which shall remain in full force and effect.