TO RUN WITH THE LAND

KNOWN ALL MEN BY THESE PRESENTS:

The Undersigned, MID-AMERICA PROPERITIES, L.L.C., is

the owner of the following described real property, to-wit:

All of Blocks one (1) through Four (4),

both inclusive, of Pine Shadows Subdivision

located in: MERRILL TRACT, according to the plat

thereof recorded in Book 9 of Plats, Page 31, office of the

Register of Deeds, Fall River County, South Dakota,

LESS Highway Right-of-way, and Less Lot H-1 located

in Section 4 and 9. Lots 1 and 2, S ½, NE ¼, SE ¼,

and the E ½, W ½ in Section 5, all in Township Eight (8)

South, Range Five (5) East, of the Black Hills Meridian,

Fall River County, South Dakota.

                   That for the purpose of maintaining fair and adequate property values and

of continuing said property as a desirable residential part of Fall River County, South Dakota, it hereby makes the following declarations as to restrictions and use of the above-described lots, and hereby specifies that said declarations shall constitute covenants to 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 signed by a majority of the then owners of the lots has been recorded, agreeing to change said covenants in whole or in part. Invalidation of any one of these covenants by county zoning or planning requirements, judgment or court order shall in no way or respect affect any of the other provisions which shall remain in full force and effect. All covenants will also be recognized by and agreed to by the Pine Shadows Subdivision Property Owners Association.

                      Enforcement of said covenants shall be by proceeding at law, or in equity against any person, or persons, violating or attempting to violate any covenant, either to restrain violations or recover damages. Any property owner (s) at their discretion may try to enforce said covenants by filing civil suit court action against any property owner who appears to violate any covenant.

1.  LAND USE AND BUILDING TYPE:  Subject to the provisions of covenants hereof, all lots in the above-mentioned addition shall be know, described and used except as set forth in Paragraph 8 for residential purposes only. Only one-family units shall be erected, altered, placed or permitted to remain on any lot, not to exceed two stories in height on any elevation and a private garage for not more that three (3) cars. No more than one residence shall be constructed or placed on any lot and shall not be less than Nine Hundred (910) square feet in size.  No lot shall be further subdivided if such subdivision should result in any lot or tract of less than five (5) acres size. Any further subdividing will be subject to the approval of any and all governing bodies. In the event a lot is subdivided a residence may be placed on each of the subdivided lots.  The construction of any residence built must be of new building materials and shall be completed within one (1) year from the date of commencement thereof.

2.  HOUSE TRAILERS:  House trailers shall not be permitted upon any of the subdivision lots.

3.  EASEMENT:  An easement both over and under ground is reserved over a reasonable part of said lots to be exercised in a manner not to interfere with the reasonable utilization of said lots for residential purposes for utility installation and maintenance. 7.5’ (foot) wide utility easements reserved along each side of all lot lines.  All residences so erected shall be situated and placed upon said lots so that there shall be a set-back of at least twenty-five (25’) from the front of said lots and nine feet (9’) from the back and sides of each lot.  Front of lot as herein used shall be that side of the lot that access is afforded to said lot.

4.  NOXIOUS OR OFFENSIVE ACTIVITY:  No noxious or offensive activity shall carried on upon any lot nor shall any thing be done thereon which may be or become an annoyance or a nuisance to the neighborhood, such as old salvage automobiles, large trucks or trailers, school buses, road construction equipment, motor parts, salvage metals, pipes, old machinery, cement blocks and bricks, building materials, home appliances and so forth. Also no activity that creates excessive noises, offensive odors, or activities or machines that create excessive amount of dust. All Trash should be removed bi-weekly.

5.  TEMPORARY STRUCTURES:  No structure of a temporary character, basement, tent, shack, garage, barn or other out building shall be erected upon or used on any lot for a residence at any time, either temporary or permanent.  Modern Campers or Recreational Vehicles or Tents used in a recreational situation will be allowed, on the basis of camping or vacation type situations, but will not be allowed on a permanent basis. A permanent situation would be defined as two months or more.

6.  DWELLINGS CONSTRUCTED IN ANOTHER LOCATION:  Dwelling constructed in another addition or location shall not be moved to any lot within this Subdivision.  New Modular homes can be placed on any of the lots and if a Modular home located on any of the lots is to have any addition or entrance added to such home, such additions and entrances shall be constructed of new material and pursuant to sound building practices and must have adequate foundations. Older dwellings existing in another addition or location shall not be moved to any lot or tract within this subdivision.

7.  SEPTIC TANK, CESSPOOL, AND LATERAL SPECIFICATIONS:  Said premises shall not be used or maintained as a dumping ground for old cars, rubbish, or trash, and all garbage or similar waste shall be kept in sanitary containers and all incinerators and other equipment for disposal of garbage shall be kept in a clean, sanitary and fire safe condition.  Until said addition is included within an approved sanitary district, the owner of the premises shall maintain a septic tank for the sanitary disposal of sewage when permanent residence is completed which shall be in conformity with the minimum requirements of the county of Fall River and or the Sate of South Dakota health requirements.

8.  COMMERCIAL ACTIVITIES:  No commercial activity of any kind shall be permitted on these lots or premises, and MID-AMERICA PROPERITIES   right to designate any or all the lots contiguous to State Highway 71 as commercial lots upon which commercial activities may be undertaken, and MID-AMERICA PROPERTIES, further reserves the right to maintain a small office building or house trailer on any lots to exist and be utilized in the selling of the lots.

9.  SIGNS:  No sighs of any kind shall be displayed to the public view on any lot, provided, however, that it shall be permissible to display on any lot one (1) professional sign of not more that six (6) square foot or one sign of not more than five square feet advertising the property for sale, or signs used by a builder or the owners to advertise the property during the construction and sale period; commercial lots shall be exempt from this provision.

10.  DRIVEWAYS:  All private driveways which cross a ditch or burrow pit of a public roadway and which would obstruct the flow of water through said ditch or burrow pit, must have a culvert installed in the ditch prior to the construction of the driveway. The cost thereof shall be borne by the land owner.

11.  FENCES:  All fences upon the exterior boundaries of any lot or site shall be of a reasonable uniform character, not in excess of six feet (6’) in height.  New fencing material is required.

12.  PROPERITY OWNER’S ASSOCIATION: 

            1. Ownership of any lot within the above-described property shall qualify and obligate the owner to membership in the Property Owner’s Association, which shall be a non-profit South Dakota corporation.  Each and every lot owner, in accepting a deed or contract for deed for any lot, agrees to and shall be a member of and subject to the obligations and duly enacted bylaws and rules of Property Owners Association.

            2.  Each owner of a lot shall be entitled to one vote.  If more than one owner of a lot, the owners must decide among themselves how to cast their one vote.  Fractional voting will not be allowed.  Owners of more than one lot shall be entitled to one vote for each lot owned. Meetings of the Property Owners Association will beheld at least annually, and fifteen (15) days written notice by mail to the owner’s last know address shall be given of the time and place of the meeting.  A quorum of owners of at least fifteen (15) lots shall be necessary to conduct business.  A special meeting of the Property Owners Association may be set by the president or any 15 lot owners.

            3.  The Property Owners Association shall be responsible for the improvement and maintenance of the residential roads and right-of-way of the roads.

            4.  The Property Owners Association acting through its Board of Directors shall have the duty of enforcement of the covenants and collection of all annual and special assessments.

            5.  The initial annual assessment of each lot shall be set at  $75.00  dollars.  The Annual assessment shall be raised by the Board of Directors as the needs of the Property Owners Association shall require.  The annual assessment shall not increase more than 5% per year unless such greater increase is approved by 50% of the lot owners present and voting in person, which vote shall be taken at the annual meeting of the Property Owners Association or at a special meeting called for such purpose.  Special assessments may be made upon a vote of 2/3 of the lot owners present and voting in personal at the annual meeting. The Board of Directors may set the annual assessment at an amount not to exceed the maximum. The annual and special assessment shall constitute a lien upon the real estate of the owner.  Any assessment not paid within 30 days after it is due shall bear interest at the rate of interest set for judgments by the laws of the State of South Dakota. No assessment of any nature shall be made upon lots owned by developer.

            The Association, through its Board of Director, may bring legal action for collection of any unpaid assessment or foreclose the lien against the real estate of the property so assessed.

            6.  The Property Owners Association shall be turned over to the lot owners upon sale of 70% of the lots in the development, and at such time such owners will select their board of directors and officers.

            13.  LIVESTOCK AND PETS:  Except as hereinafter specified, no animals or poultry of any kind shall be raised, bred or kept on any lot.

Cats, dogs, or other household pets may be kept provided that they are not kept, bred or maintained for any commercial purpose.  It shall be permissible to keep or graze horses, Lama, Alpacas upon the above-described property provided that there is no more than One (1) horse, Lama, Alpacas for every 80,000 square feet of property on any lot or Tract.

A young calf, sheep or chickens can be raised for the purpose of a short term project such as a 4-H club, or Future Farmers of America project situation but can not be kept on a permanent basis.  A permanent situation would be defined as 9 months or more.  Hogs or Pigs are not allowable on any Lot at anytime.  All animals described aforementioned are allowed only by the persons who own or lease the lot.  No commercial boarding of animals owned by other persons will be allowed.  It shall be permissible to construct barns or stables upon said property for the purpose of sheltering said animals permitted in  number to graze upon said lots as aforesaid, provided that the same shall be constructed of new material and in  neat and reasonable fashion commensurate with all of the construction on the above-described property and , so far as is practicable, shall be of a similar type of construction as of the home upon said lot.  No barn or stable shall be constructed within Seventy Five feet (75’) of any adjoining residence and accumulation of manure attracting flies or causing odor shall be prohibited.

All of the above provisions relate to the grazing and pasturing of animals upon the above-described property, not withstanding the above provisions, shall be in conformity with the minimum requirements and standards of Fall River County, South Dakota and the regulations promulgated by it from time to time.

                        Dated this 29 day of July 1997, at Rapid City, South Dakota

                        Mid-American Properties, L.L.C.

                        A South Dakota L.L.C.

                        By: Dwight Ahlers

                        Its: Managing Partner