Restated and Amended Declaration of
Covenants, Conditions, Restrictions and Easements
for Elsie's Meadow at Wilson Ranch

This Amendment is made as of February 6, 2003, by Methow Valley L.L.C., a Washington limited liability company (“Declarant”) to that certain Restated and Amended Declaration of Covenants, Conditions, Restrictions and Easements for Wilson Ranch dated May 1, 2001 with Recording No. 3034705 and filed for record on Pages 1 through 52, records of Okanogan County, Washington (the “Declaration”).

Article 1. Expansion Area
Article 2. Additional Definitions
Article 3. Private Open Space
Articles 4 Irrigation
Article 5. Water and Sanitation
Article 6. Wells.
Article 7. All other provisions

Amendments
Declarant hereby amends the Declaration as follows:

1. Expansion Area. In accordance with Article XIII of the Declaration, Declarant hereby acknowledges and agrees that the Declaration shall apply to the Expansion Property and the Owners of any Lot in the Expansion Property shall have all of the voting and other rights and shall be subject to all of the limitations and restrictions on Owners of Lots as set forth in this Declaration.

2. Additional Definitions. The following additional defined terms are hereby added to the Declaration:

2.32 “Flexible Building Envelope” shall mean for each Lot in Phase II an area designated on the Plat on each such Lot within which the 7,000 square foot Building Envelope (referenced in Section 7.3 of the Declaration) may be located. The purpose of the Flexible Building Envelope is to provide Owners of Lots in Phase II with more options in locating the Building Envelope for their Lots, since the Lots in Phase II are larger than the Lots in Phase I. The exact location of the Building Envelope in the Flexible Building Envelope shall be subject to the prior written approval of the Design Review Committee. Once the Building Envelope for a Lot is determined, the Flexible Building Envelope shall be terminated and have no further force or effect.

2.33 “Phase I” shall mean trailside Lots 1 through 10 and lakeside Lots A through J in the Plat.

2.34 “Phase II” shall mean Lots 13 through 19 in the Plat, each of which is approximately five acres in size, in the area commonly referred to as Elsie’s Meadow.

2.35 “Private Open Space” shall mean the portions of the Lots outside of the Building Envelope, which the Owners of such Lots shall maintain in a natural open space state and use and manage in accordance with the Design Guidelines, provided that such Private Open Space shall not be available for use by the public or any other Owner or the tenants, guests or invitees of any other Owner, except for the Owner of the affected Lot.

3. Private Open Space. Section 3.2 of the Declaration is hereby amended in its entirety to read as follows:

3.2 Association’s Responsibility for Common Areas; Private Open Space.

3.2.1 Responsibility for Common Area. The Association, subject to the rights of the Owners set forth in this Declaration, shall be responsible for the management and control of the Common Area dedicated under Section 3.1 above and all Improvements on the Common Area (including furnishings and equipment related thereto), and shall keep it in good, clean, and attractive, condition and repair consistent with the requirements of a first-class planned community, pursuant to the terms and conditions of this Declaration.

3.2.2 Private Open Space. Each Owner of a Lot on which Private Open Space is located, shall hold such Private Open Space area in a natural state and manage and use such areas consistent with the requirements of the Design Guidelines, provided, however, that the Owner may use the Private Open Space on such Lot for ingress, egress and underground utilities to the Building Envelope on such Lot. All vegetation enhancements and other improvements to the Private Open Space on each Lot shall be consistent with the Design Guidelines and maintain a stable, natural, native appearance. The Owners may plant and maintain natural vegetation on the Private Open Space and take such actions as are reasonable and necessary and consistent with the Design Guidelines for fire protection and noxious weed control.

4. Irrigation. Section 5.11 of the Declaration is hereby amended in its entirety to read as follows:

5.11 Irrigation.

5.11.1 Early Winters Ditch. Certain irrigation ditches cross Lots within rights-of-way shown on the Plats (the “Early Winters Ditch”). The beneficiary of such rights-of-way is hereby granted the right to maintain these ditches within said easements and to enter upon Lots as necessary to perform such maintenance. An easement is hereby reserved to the Declarant, and granted to the Owners of Lots in Phase II, and their respective officers, agents, employees, and assigns, upon, across, over, in, and under the Lots in Phase II as may be necessary or appropriate to make repairs to, or to perform the maintenance of, the Early Winters Ditch.

5.11.2 Use of Ditch. Each Owner shall be responsible for complying with the rules and regulations of the Early Winters Ditch Association. The Property and each Lot in Phase II shall be subject to a blanket easement on and over the Private Open Space portions of such Lot, without disturbing the uses and permissible development and improvements of the Owners on their respective Lots, for the purpose of allowing Declarant and each Owner to access the Early Winters Ditch at connection points established by the Early Winters Ditch Association, pipe water from such points to their Lots in Phase II using hand lines, and install, access, and maintain such systems as are reasonably necessary for such purposes. No Owner may enter onto another Owner's Lot for purposes of exercising the rights granted herein without providing 24 hours notice to such other Owner, except in the case of an emergency. Upon completion of any use of such system, the Owner conducting such use shall cause the affected area of the Lots of other Owners to be restored to approximately its original condition prior to such use.

5.11.3 Indemnity. Each Owner (the "Indemnifying Owner") shall indemnify and hold the other Owners, the Early Winters Ditch Association and the Declarant (the “Indemnitees”) harmless from and against any and all claims and liabilities (including reasonable attorneys’ fees) incurred by such Indemnitees as a result of, and to the extent of, the negligence of the Indemnifying Owner or its employees, tenants, invitees, contractors, agents and any other person who enters onto the Property or Lots of others pursuant to the rights granted to the Indemnifying Owner herein, but the Indemnifying Owner shall not be required to indemnify any Indemnitees for that portion of any such claim or liability attributable to the negligence of the Indemnitees.

5. Water and Sanitation. Section 8.5 of the Declaration is hereby amended in its entirety to read as follows:

8.5 Water and Sanitation. In Phase I, each structure designed for occupancy or use by humans shall be connected with water and sanitation facilities as shall be made available by the Association in coordination with Okanogan County or any other approved utility provider. The Owners of Lots in Phase II shall have the right to construct and use their own individual wells, for domestic water use and not irrigation, and sanitation facilities for such Lots. In Phase II, all such individual water and sanitation facilities constructed as part of an Improvement shall be subject to review by the Design Review Committee to ensure incorporation of water conservation measures such as low-flow fixtures and appliances. All Owners shall install and maintain appropriate water meters to measure water usage and shall comply with the water conservation program for Wilson Ranch, as described in the Design Guidelines or other documentation from time to time. Without limiting the effect or scope of the water conservation program, such compliance shall include limiting outdoor irrigation as required by Okanogan County or the Association, limiting average annual water use for residential units within Wilson Ranch (i.e., single family homes or cabins but excluding hotel or other non-residential uses) to 750 gallons per day per unit, and observing other conservation measures that may be required by the Association.

6. Wells. Section 8.6 of the Declaration is hereby amended in its entirety to read as follows:

8.6 Wells. No well shall be dug, nor shall storage tanks, reservoirs, or any installation of power, telephone, or other utility lines (wire, pipe, or conduit) be made or operated anywhere on the Lots in Phase I except in connection with water wells and works operated by the Association, public agencies, or duly certified public utility companies. Owners of Lots in Phase II may use the individual wells serving their Lot for domestic water use and not irrigation, but Owners of Lots in Phase II may not install
power, telephone or other utility lines (wire, pipe or conduit), except in connection with utilities operated by the Association, public agencies or duly certified public utility companies.

7. All other provisions of the Declaration shall remain in full force and effect.

Executed as of the day and year first above written.

Declarant:

Methow Valley L.L.C.,
a Washington limited liability company

By: R.D. Merrill Company,
Its Manager and Member

By _________________________
Its ___________________

By _________________________
Its ___________________

STATE OF WASHINGTON

COUNTY OF KING
}
ss.

On this day personally appeared before me _________________, to me known to be the _____________ of R.D. Merrill Company, the Manager and Member of Methow Valley L.L.C., the Washington limited liability company that executed the foregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such company, for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute such instrument.

Given under my hand and official seal this ____ day of ___________, 2003.





Printed Name ___________________________________


Notary Public in and for the State of Washington, residing at ______________________________________


My Commission Expires ___________________________

STATE OF WASHINGTON

COUNTY OF KING
}
ss.

On this day personally appeared before me _________________, to me known to be the _____________ of R.D. Merrill Company, the Manager and Member of Methow Valley L.L.C., the Washington limited liability company that executed the foregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such company, for the uses and purposes therein mentioned, and on oath stated that he was duly authorized to execute such instrument.

Given under my hand and official seal this ____ day of ___________, 2003.





Printed Name ___________________________________


Notary Public in and for the State of Washington, residing at ______________________________________


My Commission Expires ___________________________

Exhibit A

Legal Description