SECOND SUBSEQUENT AMENDMENT TO DECLARATION

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SECOND SUBSEQUENTAMENDMENTTODECLARATION

THIS SECOND SUBSEQUENT AMENDMENT TO DECLARATION ("Second Amendment") is madeasofMay 8, 1997, by DarrelA. Farr DevelopmentCorp., aMinnesota corporation ("Declarant").

WHEREAS, Declarant executed that certain Declaration of Covenants, Easements, Conditions andRestrictions datedOctober 26, 1995 (the "InitialDeclaration"), recordedin the Office of the County Recorder, Hennepin County, Minnesota ("Recorder’s Office") as Document No. 6494818, as corrected by Corrective Declaration of Covenants, Easements, Conditions and Restrictions dated October26, 1995 (the "CorrectiveDeclaration"), recorded in theRecorder’s Officeas DocumentNo. 6495737 (theInitial Declaration, as correctedby the Corrective Declaration, is the "Original Declaration"), and as amended by that certain First Subsequent Amendment to Declaration dated October7, 1996 (the "First Amendment"), recorded in the Recorder’s Office as Document No. 6653931 (the Original Declaration, as amended by the First Amendment and this Second Amendment, is the "Declaration");

WHEREAS, Declarant desires to subject thatcertain realproperty located in Hennepin County, Minnesota and legally described as Outlots A and B, Gladstone; Lots 1 through 13, Block 1, Gladstone 6th Addition; Lots 1 through 10, Block 1, Gladstone 7th Addition; Lots 1 through 6, Block2, Gladstone7thAddition; Lots 1 through6, Block3, Gladstone7thAddition;

and Outlet A, Gladstone 7th Addition (collectively, the "Additional Property") owned by Declarant to the Declaration pursuant to the provisions of Article 8 oftheDeclaration; and

WHEREAS, the Additional Propertyis locatedin the City ofMapleGrove, Minnesota (the "City"), which has required that Declarant record a restriction on the orientation ofany home built on Lot 2 or Lot 8, Block 1, Gladstone 6th Addition (the "Burdened Lots").

NOW, THEREFORE, Declarant declares that theAdditional Property is subjectto the Declaration and the Declaration is amended pursuant to the terms hereof.

Unlessotherwise definedin thisSecondAmendment, all capitalized terms in this Second Amendmentshall have themeaning given them in the Original Declaration. Wherever there exists aconflictbetweenthe OriginalDeclaration ortheFirstAmendmentand thisSecond Amendment, this Second Amendment shall control.

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Exhibit "A" to the Original Declaration, as amended by the First Amendment, containing thelegal description ofthe SubjectProperty is hereby deleted and replaced with the attached Exhibit A.

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The list in Section 1.7 of the Original Declaration, as amended by the First Amendment, of the Single Family Residential Lots which comprise the Firefly Ridge Neighborhood is hereby deleted and replaced with the following:

3.

"Lots 1 through9, Block 6, Gladstone;

Lots 1 through 20, Block7, Gladstone;

Lots 1 through 8, Block 8, Gladstone;

Lots 1 through 9, Block 1, Gladstone 3rd Addition;

Lots 1 through 11, Block 1, Gladstone 5th Addition;

Lots 1 through 10, Block 1, Gladstone7th Addition;

Lots 1 through 6, Block 2, Gladstone 7th Addition; and Lots 1 through 6, Block3, Gladstone 7th Addition."

The list in Section 1.23 of the Original Declaration of the Master Common Wetland Areas is hereby deleted and replaced with the following:

4.

"Outlets A, B, D, M, and V, Gladstone, plus any additional parcels added through the annexation provisions ofArticle 8 hereof."

The listin Section 1.36 ofthe Original Declarationofthe portions ofthe Subject Property which comprise Residential Pocket Parks is hereby deleted and replaced with the following:

5.

"Outlets C, E, F, J, K and X, Gladstone;

OutletA, Gladstone7th Addition; and

anyadditionalparcelsaddedthroughthe annexation provisions ofArticle 8 hereof."

6. The list in Section 1.43 of the Original Declaration, as amended by the First Amendment, ofthe.Single Family Residential Lots which comprise the WoodsNeighborhood is hereby deleted and replaced with the following:

"Lots 11 through 18, Block 9, Gladstone;

Lots 1 through 9, Block 1, Gladstone 4th Addition; and Lots 1 through 13, Block 1, Gladstone 6th Addition."

The front, including the main entrance, of any home built upon either of the Burdened Lotsshall faceVandegriffWay. Inthe eventofaviolation orthreatenedviolationof the restrictioncontainedin thisSection6, the Residential Association(asdefined in theOriginal Declaration) shall have the right to enjoin such violation or threatened violation or to compel performance of such restriction in acourt ofcompetentjurisdiction.

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SignaturePage to

SecondSubsequentAmendment to Declaration

THIS SECOND AMENDMENT has beenexecuted as ofthe datefirstabovewritten.

DARREL A. FARRDEVELOPMENTCORP., a Minnesota corporation

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By: ₃

Lucinda A. uardner, it^Vice President

STATEOF MINNESOTA ) ) ss.

COUNTY OF HENNEPIN )

Theforegoinginstrumentwasacknowledgedbeforemethis

Lucinda A. Gardner, a Vice President of Darrel A. Farr Development Corp., a Minnesota corporation, on behalfofthecorporation.

dayofMay, 1997, by

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ThisInstrument Drafted By:

Fabyanske, Svoboda, Westra& Hart, P.A.

920 SecondAvenue South Suite 1100

Minneapolis, MN 55402

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EXHIBIT A

Legal Description ofSubject Property

Thephrase "SubjectProperty" in thisDeclarationshallcollectivelyrefertothefollowing real property, all being situated in Hennepin County, Minnesota:

Lots 1 and 2, Block 5, Gladstone;

Outlets A through F, I through K, M, V and X, Gladstone;

Lots 1 through7, Block1, Gladstone2nd Addition;

Lots 1 through 9, Block 2, Gladstone 2nd Addition;

Lots 1 through 8, Block 3, Gladstone 2nd Addition;

Lots 1 through 20, Block4, Gladstone 2nd Addition;

OutlotA, Gladstone2nd Addition;

Lots 1 through 9, Block 1, Gladstone 3rd Addition;

Lots 1 through 9, Block 1, Gladstone4thAddition;

Lots 1 through 11, Block 1, Gladstone5th Addition;

Lots 1 through 6, Block 3, Gladstone 7thAddition; and Outlot A, Gladstone 7th Addition.

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CONSENT OF

CENTURYBANKNATIONALASSOCIATION

THIS CONSENT is attached to the foregoing Second Subsequent Amendment to Declaration dated May 8, 1997 (the "Second Amendment"), executed by Darrel A. Farr Development Corp., a Minnesotacorporation ("Farr"). The Second Amendmentamends that certain Declaration of Covenants, Easements, Conditions and Restrictions dated as of October 26, 1995 (the "Original Declaration") recordedin theOfficeofthe CountyRecorder, HennepinCounty, Minnesota("Recorder’s Office"), as DocumentNo. 6494818, as corrected by Corrective Declaration of Covenants, Easements, Conditions and Restrictions dated October26, 1995 (the "Corrective Declaration"), recorded in the Recorder’s Office as Document No. 6495737, and as amended by that certain First Subsequent Amendment to Declaration datedOctober7, 1996 (the"FirstAmendment") recordedinthe Recorder’sOffice as Document No. 6653931. The Original Declaration, as corrected by the Corrective Declaration and as amended by the First Amendment and the Second Amendment, is the

"Declaration."

THE UNDERSIGNED, as holder ofa mortgage lien against that certain real property inHennepinCounty,MinnesotalegallydescribedasOutletsAandB, Gladstone; Lots 1 through 13, Block 1, Gladstone 6th Addition; Lots 1 through 10, Block 1, Gladstone7thAddition; Lots 1 through 6, Block 2, Gladstone 7th Addition; Lots 1 through 6, Block 3, Gladstone 7th Addition; and OutletA, Gladstone7th Addition (collectively, the "Property"), pursuantto the termsofthatcertainmortgagedatedJune5, 1995, executedbyFarr, DarrelA. Farr, andNaomi L. Farr, recorded in the Recorder’s Office as Document No. 6438642, as amended by AmendmentofMortgagedatedJanuary5, 1996, recordedinthe Recorder’sOfficeas Document No. 6522400 (assoamended,the "Mortgage"), herebyconsentstotheSecondAmendmentand agrees that the lien of the Mortgage on the Property shall be subordinate to the covenants, easements, conditions and restrictions in the Declaration, and agrees that such covenants, easements, conditionsandrestrictionsshallbebindinguponallpresentandfutureholdersofthe undersigned’s interest in the Mortgage. The undersigned agrees to execute and deliver, in recordable form, such confirming documentation as any party to the Declaration, or their successorsandsuch successors’ mortgagees, may reasonably requestin order to give fullforce and effectto this Consent.

CENTURY BANK NATIONAL ASSOCIATION, a national banking association

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STATE OF MINNESOTA ) )SS.

COUNTY OF HENNEPIN )

The e this 6

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by ,the________________________

Bank National Association, a national banking association, on behalfof said national banking association.

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