This Declaration of Covenants and Restrictions for Honey Grove Estates Subdivision is made on this 9th day of July, 2009, by W.V.T. Service, Inc., a Nevada Corporation, c/o William V. Tropp, 63 Via Pico Plaza #544, San Clemente, CA 92672, hereinafter called 'Developer'.

Whereas, the Developer owns certain real property in Fannin County, Texas, that is to be developed as a residential subdivision. This property is more accurately described as 'Honey Grove Estates'.

Now, therefore, for the mutual benefit of present and future owners of the lots in Honey Grove Estates Subdivision, the Developer does hereby impose upon said property hereinabove described, and make same subject to, the following restrictions:

1.

The lots shall be restricted for private single-family residential purposes only. Neither commercial nor industrial establishments may locate on the real property or any portion of the real property.

2.

No building shall be erected, placed or altered or permitted to remain on any lot except one single-family dwelling, one private garage for not more than four (4) motor vehicles, and outbuildings for storage, farming operations, and/or housing livestock.

3.

No part of any building wall shall be closer than the following distances from the property line of each lot:

(a)

Front set-back line - 35 feet (unless otherwise shown on Plat)

(b)

Side and rear set-back line - 25 feet

If any two or more adjacent lots shall be combined by one owner, the side set-back line shall be twenty-five (25) feet from the boundary of the combination of said lots. In the event a combination of lots is subsequently re-divided, the original set-back lines as set forth above shall apply; that is, no re-division shall result in a lot with a side set-back line of less than twenty-five (25) feet.

4.

Any one-story residence, with or without a basement, built within the subdivision shall have a minimum finished first-floor area of 1000 square feet exclusive of porches and garages.

5.

Any residence with more than one story, with or without a basement, built within the subdivision shall have a minimum finished floor area of 1000 square feet upon the first floor and 400 square feet on the second or greater floor, exclusive of porches, carports or garages.

6.

Mobile homes and house trailers or manufactured homes of any size are not permitted and shall not be placed in the subdivision. Stick built homes only are permitted.

7.

Any garage and all outbuildings constructed on the said property shall have the same exterior siding and the same roofing material as used on the primary residential structure.

8.

Upon initiation of any construction of any dwelling, garage or outbuilding, construction shall be completed within one (1) year unless an extension is granted by the Developer.

9.

No lot, or any portion thereof, shall be used or maintained as a dump for the disposal of trash, garbage, or any waste material of any kind.

10.

All trash, garbage, or waste material produced from residential use of the premises, pending disposal, shall be maintained in a neat, sightly and sanitary condition; provided, no trash, garbage, or other waste shall be burned or otherwise disposed of upon any lot.

11.

All mechanical construction (plumbing, electrical, etc.) within any building constructed upon any lot shall conform to applicable state and local building laws, codes, and regulations.

12.

Each residence shall have a sanitary sewer system which terminates at a septic tank and drainage field approved by applicable state and local authorities, and construction of any residence shall not be commenced until approval of the septic tank and drainage field has been approved by the applicable authorities. Any open lagoon or system of a lagoon nature are specifically prohibited.

13.

No lot shall be further subdivided than as shown upon the aforesaid plat without the written consent of the Developer.

14.

No portion of any lot shall be used for the purpose of a street for any purpose, upon, through, above, under any lot without the written consent of the Developer.

15.

Satellite television dishes or television or radio towers are allowed, but they shall be located at the rear of each residence and shall not exceed twenty-five (25) feet in height. No transmitting towers for commercial purposes shall be permitted on any lot.

16.

Owners of any lot are not permitted to keep swine and no person shall raise or keep livestock, fowl, cats, or dogs for commercial purposes. No dogs, cats, or household pets of any kind shall number greater than six (6) of each species, i.e., 6 dogs or 6 cats, etc. The pets shall be contained so as not to be a nuisance to any neighboring property or property owners.

17.

Owners of any lot are permitted to construct a fence or fences. Any fence constructed shall be of sufficient strength to secure livestock and shall be maintained in a good and sightly condition.

18.

No more than four (4) motor vehicles in running condition shall be permitted on any lot. Junked or disabled motor vehicles, cars, trucks or other inoperable vehicles shall not be allowed to remain upon the property or any subdivision road for more than thirty (30) days.

19.

No commercial vehicles or heavy equipment are permitted to use any subdivision road. If it becomes necessary to permit such usage, and if any road damage is incurred because of said usage, the owners of said vehicles and/or equipment will be required to repair such damage back to original condition. If owners of said vehicles and/or equipment are not the property owners, then the property owner served by the commercial vehicle or heavy equipment will ultimately be financially responsible for any damage done and no other owners will be required to contribute financially. Delivery trucks will be permitted to use any subdivision road.

20.

The owners of a lot shall, at their own cost and expense, repair their residence, garage, and outbuildings, keeping the same in condition comparable to the condition of the building at the time of its initial construction, excepting only normal wear and tear.

21.

If all or any portion of a residence, garage, or outbuilding is damaged or destroyed by fire, or other casualty, then the owners shall, with all due diligence, promptly rebuild, repair, or reconstruct, such building in a manner which substantially restores it to its apparent condition immediately prior to the casualty. Alternatively, the lot owners shall completely raze the building and sod or seed the damaged area until such time as construction of a new building has begun.

22.

All owners, either in sole or in part, of the subject property, will collectively contribute financially to maintain the deeded access road to and through said property, if such maintenance is required through normal wear and tear.

23.

The Purchaser of any lot may not build or move upon the property until the land has been properly recorded in the Purchaser’s name(s).

24.

Until such time as the Purchaser encloses the entire boundary of any purchased lot with a fence, the Developer shall have the right to graze or harvest the grass or hay upon the lot by paying the Purchaser the sum of One Dollar ($1.00) per calendar year.

25.

Each lot shall be assessed a minimum annual fee of One Hundred Dollars ($100.00) per lot for general maintenance, including, but not limited to, mowing, fencing, and road repair, until January 1, 2020. The annual maintenance fee shall be paid to the Developer at the time of purchase and thereafter on January 1 of each and every succeeding calendar year until January 1, 2020.

26.

Whenever the consent of the Developer is required herein, Developer means W.V.T. Service, Inc., a Nevada Corporation.

27.

The Developer, W.V.T. Service, Inc., a Nevada Corporation, specifically reserves the right to change or modify any provision hereof by recording an amendment signed by the said Developer, without the necessity of the execution of any consent or change by any other owner in the subdivision. Such modification or amendment may apply to only one or more lots or may apply to the entire section of lots covered by these restrictions. If such modification affects a limited number of lots, then such modification shall not constitute a waiver of any such condition, restriction, limitation, or agreement, as to the remaining lots, and the same shall remain fully enforceable as to all other lots located in the subdivision. The said Developer reserves the right to add additional restrictions in the conveyance of title to any lot or lot which are still owned by them, or to add additional restrictions to any lots that remain in the ownership of the Developer by amendment hereof. In addition, any provision hereof may be amended at any time and from time to time upon the execution and recording of any instrument executed by the owners of not less than 2/3 of the platted lots shown on the plat, provided, however, that no such amendment shall be binding on any lot owned by the Developer unless Developer expressly consents in writing to the revision as to any lot remaining in the ownership of the Developer. The right to amend, change, or release any restriction or reservation shown on these restrictions, or on the plat, specifically extends to the release or relocation of any easement or set back line as shown thereon.

28.

These covenants and restrictions are to run with the land and shall be binding on all parties and all persons claiming under them perpetually.

29.

Enforcement shall be by proceeding at law or in equity against any person or persons violating or attempting to violate any covenant either to restrain violation or to recover damages, and the cost of attorney fees and court costs of the person or persons who are successful in such litigation.

30.

Invalidation of any one of these covenants by Judgment or Court Order shall in no way affect any of the provisions which shall remain in full force and effect.