JAMESTOWN
THIRD SUPPLEMENTARY DECLARATION OF
COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS

     THIS SUPPLEMENTARY DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS, AND EASEMENTS, made on this _____day of __________, 1986, by Centex Homes Corporation, a Nevada corporation, formerly known as Centex Homes Enterprises, Inc., formerly known as Centex Homes Corporation, (hereinafter referred to as the "Declarant");

     WITNESSETH THAT:

     WHEREAS, the Declarant has heretofore executed a Declaration of Covenants, Conditions, Restrictions, and Easements, dated March 27, 1985, filed March 28, 1985, as Document No. 4978051, in the office of the County Recorder in and for Hennepin County, Minnesota (hereinafter the Declaration); and

     WHEREAS, the Declaration subjected certain real property described on Exhibit A attached to the Declaration to the covenants, restrictions, easements, charges, and liens set forth in the Declaration, each and all of which is and are for the benefit of the Jamestown Property and the residential community which the Declarant desires to create thereon. Such real property will hereinafter be referred to as 'Jamestown Property-Phase I" or 'Phase I"; and

      WHEREAS, Section 4 of the Declaration provides that the Declarant shall have the right to subject certain Additional Real Property owned by Declarant and legally described on Exhibit B attached to the Declaration, hereinafter Additional Property, to the terms and conditions of the Declaration at any time prior to December 31, 1992 in various phases without the consent of other owners of the property subject to the Declaration and if the development plan for the Additional Property is in accordance with the general plan of development for the Jamestown and Additional Property heretofore approved by the Federal Housing Administration and/or the Veterans Administration; and

      WHEREAS, by Supplementary Declaration of Covenants, Conditions, Restrictions, and Easements dated August 26, 1985, hereinafter "First Supplement" - Phase II) additional real estate has previously been subjected to the covenants, restrictions, easements, charges and liens described in the Declaration of Covenants, Conditions, Restrictions and Easements; and

     WHEREAS, by Supplementary Declaration of Covenants, Conditions, Restrictions, and Easements dated December 3, 1985, hereinafter "Second Supplement" - Phase III) additional real estate has previously been subjected to the covenants, restrictions, easements, charges and liens described in the Declaration of Covenants, Conditions, Restrictions and Easements; and

     WHEREAS, the Declarant is the owner of certain real property legally described on Exhibit A attached hereto (hereinafter "Jamestown Property-Phase IV" or "Phase IV"). Phase IV is a portion of the Additional Property and Declarant now desires to subject such property to the covenants, restrictions, easements, charges, and liens described in the Declaration of Covenants, Conditions, Restrictions and Easements; and

     WHEREAS, neither the Federal Housing Administration nor the Veterans Administration have disapproved the addition of 'Phase IV.

     NOW, THEREFORE, in consideration of the premises:

     1. Addition of Phase IV. Declarant hereby declares that Phase IV shall be held, transferred, sold, conveyed, and occupied subject to the conditions, restrictions, easements, charges, and liens set forth in the Declaration, which covenants and restrictions shall run with Phase IV and be binding upon all persons having any right, title or interest in Phase IV or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof, and in furtherance thereof, the Declarant hereby declares.

     2. Effective Date. Phase IV shall become subject to the Declaration of Covenants, Conditions, Restrictions and Easements as hereby amended on the date that this Supplementary Declaration is filed of record in the office of the Registrar of Titles in and for Hennepin County, Minnesota.

     3. Declaration of Easements/Limited Common Elements. In addition to the easements described in the Declaration which are hereby made applicable to Phase IV, the Declarant hereby declares that Outlots M, N, O, P, Jamestown, a part of Phase IV, ar9 Limited Common Areas. Such Limited Common Areas shall be owned by the Association and they shall be used by Owners of Lots not directly abutting upon a public street for the following:

      a) access for pedestrian and vehicular traffic from certain Lots to a public street;

     b) location of all necessary utility lines and equipment to service certain Lots with necessary utilities from the public utility lines and equipment located on or under the public streets.

Each of the Limited Common Areas shall be conveyed to the Association prior to a conveyance of any Lot benefited by the relevant Limited Common Area. Parking of motor vehicles and the storage of any personal property is prohibited on any Limited Common Areas. The Lots benefited by the various Limited Common Areas are as set forth on Exhibit B attached hereto.

     4. Authority. This Third Supplementary Declaration is made in accordance with the rights reserved to the Declarant in Section 4 of the Declaration.

     5. No Modification. Nothing herein shall be deemed to amend, modify or in any respect alter the terms, covenants, and restrictions set forth in the Declaration as amended, all of which is hereby ratified and confirmed in its entirety.

     IN WITNESS WHEREOF, the Declarant has caused this Third Supplementary Declaration to be executed as of the day and year first above written.

CENTEX HOMES CORPORATION

	President, Minnesota Division, an officer of Centex Homes Corporation

     The foregoing instrument was acknowledged before me this _____day of _____________, 1986, by Thomas M. Boyce, President, Minnesota Division, an officer of Centex Homes Corporation, on behalf of the corporation.

This instrument was drafted by:

Briggs and Morgan
2200 First National Bank Bldg.
St. Paul, Minnesota 55101