RESTRICTIONS FOR

UNIT 2-A OF

NORTH RIDGE ESTATES

BALL HOMES, INC., a Kentucky corporation, as the owner of all of the lots located in Unit 2-A of North Ridge Estates, as shown by plat of record at Plat Cabinet C, at Slide 194, in the Office of the Woodford County Clerk, desires to maintain uniformity with respect to the development, use and occupancy of said property in order to enhance and to maintain its value and to render it more attractive in appearance, therefore:

BALL HOMES, INC., hereby makes, constitutes and establishes the following covenants, conditions and restrictions as to the use and occupancy of said property, as more particularly described herein on this 14th day of October, 1998:

1. LAND AND BUILDING TYPE. No building shall be erected, altered, placed or permitted to remain on any lot in Unit 2-A other than one detached single family dwelling not to exceed two stories in height, unless provided for herein.

2. CONSTRUCTION AND AREA. Any dwelling erected, placed, altered or permitted to remain on any lot shall be of brick veneer, wood or nonmasonry construction and all house plans and designs shall be approved in writing by the developer prior to beginning construction. The type of wood or nonmasonry material used for construction must be approved in writing by Ball Homes, Inc. prior to construction.

3. APPROVAL OF BUILDING PLANS. Ball Homes, Inc., is hereby granted the right, but is not obligated, to approve all plans and specifications for the erection of improvements on all lots, except as herein set out concerning all wood construction, which shall be approved or rejected in writing by Ball Homes, Inc.

4. DETACHED GARAGES AND OTHER OUTBUILDINGS. Detached garages or outbuildings shall be constructed of a siding material and with roofing shingles that match the materials on the main residence on the Property, include the same roof pitch as the main residence and be of a permanent nature (i.e.: built upon a permanent foundation). In no event will will detached garages or outbuildings be built with wood or aluminum siding, or include a “barn style” roof and/or doors, or be situated upon cinder blocks or any other temporary type foundation. It is advisable to contact the local department of Building Inspection to determine whether a building permit shall be required prior to the construction of such structure. Notwithstanding the foregoing, nothing herein shall preclude Developer from erecting and maintaining temporary tool or storage sheds or field offices on the Property which are used by the Developer.

5. TEMPORARY STRUCTURES. No structure of a temporary character, trailer, basement of uncompleted structure, tent, shack, garage, barn or other outbuildings shall be used on any lot at any time as a residence, either temporarily or permanently.

6. NUISANCES. No noxious or offensive activity shall be carried on upon any lot nor shall anything be done thereon which may be or become an annoyance or nuisance to the neighborhood. No immobile or “junk” cars, trailers, recreational vehicles or boats shall be allowed to be parked upon streets or public rights-of-way in Unit 2-A. No satellite dishes which can be seen from adjacent streets and/or which exceed 24” in diameter, outside clothes lines, shortwave or “ham” radios and shortwave towers shall be allowed.

7. EASEMENTS. Any property in this Unit 2-A shall be conveyed subject to the building line, easements and other conditions as shown or noted on the recorded plat.

8. LOT CONDITION. In the event the owner of any lot fails to keep and maintain the lot in a good condition, free of trash or woods and grass over 9” in height, Ball Homes, Inc. and/or the North Ridge Estates Homeowners Association, shall have the right to clean, mow and maintain the said lot and charge the owner for all costs incurred for such work.

9. ENFORCEMENT. Enforcement of these restrictive covenants shall be by proceedings in law or equity against any person or persons violating or attempting to violate any covenant, either to restrain violation or to recover damage. Any violation shall subject the lot owner to prosecutions or any actions against them by Ball Homes, Inc. or the North Ridge Estates Homeowners Association, or the owner of any lot in Unit 2-A of North Ridge Estates to enforce compliance with these restrictive covenants or recover damages.

10. SEVERABILITY. Invalidation of any or more one of these covenants by judgment or Court Order shall in no way affect any other provision, which remaining provisions shall remain in full force and effect.

11. TERM. All of the above restrictions, conditions, and covenants shall be effective until December 31, 2028, after which time said covenants shall be automatically extended for successive periods often years unless an instrument signed by the majority of the then owners of the lots in then existing Units of North Ridge Estates (exclusive however of Unit 1) has been recorded agreeing to change said covenants in whole or in part.

12. FENCES. No fences of any kind, shrubbery or hedge shall be permitted within the area between the minimum front and side lot setback or building lines, as indicated on the applicable subdivision plat, and the street. Fences shall be installed and maintained in a manner that shall not obstruct any drainage easements and/or the natural floor of precipitation or existing streams. In order to allow maintenance and repair to an adjoining dwelling, no fences shall be constructed any closer than 3 feet from the side property line of such lot when they are placed alongside a dwelling on the adjoining lot. All runners, posts and any other support components of the fence shall be placed on the inside of the fence. No chain link fences shall be permitted.

13. MAILBOXES. All mailboxes shall satisfy applicable postal regulations and shall conform to specifications established by Ball Homes, Inc.

14. AREA PROTECTED. The above restrictions, covenants and conditions shall apply only to Unit 2-A, North Ridge Estates, as shown on plats thereof recorded, or hereafter recorded, in the Office of the Clerk of the Woodford County Court and shall be considered covenants running with the land.

15. ZONING AGREEMENT. The development and use of all property in Unit 2-A of North Ridge Estates shall be subject to the terms and provisions of that certain Zoning Agreement by and among Dr. Randolph Offutt and Julia Offutt, Dr. John Moore and Becky Moore, Joel Evans and Joyce Evans, Charles Nuckols and Mary Jane Nuckols, Robert Smiser West and Kathryn M. West, Richard Starks and Hilda Starks, Ward Stiff and Lisa Stiff, John Cordray and Dottie Cordray, J. Allen Neal and Judy Hunt Neal, Hannah J. Helm, Michael T. Barnett and Gay N. Bamett, Lee’s Creek Glen Partnership, Blue Grass Properties & Investment Company, Midway Area Planning Society, Myron Stepath and Midway College, Inc. which was entered into by such parties in conjunction with Woodford Circuit Court Civil Action No. 89-CI-48.

16. NORTH RIDGE ESTATES HOMEOWNERS ASSOCIATION. Each lot shall constitute one member of the North Ridge Estates Homeowners Association whether single, individual ownership, joint ownership, partnership, or corporation. As new units of North Ridge Estates are approved, the owners and/or Ball Homes, Inc. reserve the right to add the newly approved units to the North Ridge Estates Homeowners Association subject to all the conditions, rights, and obligations set out in paragraphs 16, 17, 18, 19, 20, 21 and 22 of these Restrictions. The Homeowners Association shall elect a governing Board of Directors annually.

17. ASSESSMENT. Every lot owner may be required to pay on at least a quarterly basis an annual fee to the North Ridge Estates Homeowners Association necessary to maintain the common area. This assessment may be set, adjusted, or increased in accordance with the North Ridge Estates Homeowners Association regulations. The assessment shall constitute a lien on that lot and any improvements thereon, but shall be subordinated to a First Mortgage or Vendor’s Lien placed on the lot. A record of receipts and disbursements made to and from the assessments shall be available for examination by lot owners upon request.

18. PURPOSE OF ASSESSMENT. The assessments for common expenses shall be used for the maintenance and repair of common areas and general purposes of promoting the recreation, health, safety, welfare, common benefit, and enjoyment of the owners and occupants of units in the Association as may be more specifically authorized from time to time by the Association’s Board of Directors. Common expenses should be broadly defined to reinforce this latitude. Assessments may be used to compensate officers and directors only if approved by a majority vote of the members of the Association.

19. CREATION OF THE LIEN AN]) PERSONAL OBLIGATION OF ASSESSMENTS.

(a) Each owner of any lot by acceptance of a Deed therefore, whether or not it shall be so expressed in such Deed, is deemed to covenant and agree to pay the Association:

(1) Annual assessments or charges, and

(2) Special assessments to be established and collected as hereinafter provided, and

(3) Specific assessments against any particular lot which are established pursuant to the terms of these Covenants.

All such assessments, together with charges, interest, costs, and reasonable attorney’s fees for collection, in the maximum amount permitted by law, shall be a charge on the lot and shall be a lien upon the lot against which each assessment is made. Such amount shall also be the personal obligation of the person who was the owner of such lot at the time when the assessment fell due. Each owner shall be liable for his or her portion of each assessment coming due while he or she is the owner of a lot and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance. Assessments shall be paid in such manner and on such dates as may be fixed by the Board of Directors; and unless otherwise provided, the assessments shall be paid in quarterly installments.

(b) Each owner is allocated a liability for common expenses on a per lot basis.

(c) Upon written request to the Association’s Board of Directors by an owner or prospective purchaser, the Board or the duly designated agent shall furnish, within a reasonable time, a statement setting forth the amount of unpaid assessments levied against the lot, and may charge a reasonable fee as set by the Board for such service.

20. ACCELERATION. If an owner shall be in default in payment of an installment of an assessment, including but not limited to the quarterly installments based on the annual budget, the Board of Directors may accelerate the remaining installments upon ten days’ written notice to such lot owner, whereupon the entire unpaid balance of such assessment shall become due upon the date stated in such notice.

21. COMPUTATION OF OPERATING BUDGET AND ASSESSMENT. At such time that control of the Association is transferred from Ball Homes, Inc. to the lot owners, it shall be the duty of the Association’s Board of Directors at least thirty (30) days prior to the Association’s Board of Directors calling an annual meeting to prepare a budget covering the estimated costs of operating the Association during the coming year. An annual meeting of the North Ridge Estates Homeowner’s Association shall be held each year at a date specified by the Board of Directors at the time of delivery of the budget of the Association. The Board shall cause the budget and the assessments to be levied against each lot for the following year to be delivered to each member at least twenty-one (21) days prior to the meeting. The budget and the assessment shall become effective unless disapproved at the annual meeting by a vote of a majority of the total association membership. Notwithstanding the foregoing, however, in the event that the membership disapproves the proposed budget for the succeeding year, then and until such time as a budget shall have been determined as provided herein, the budget in effect for the current year shall continue for the succeeding year.

22. CAPITAL BUDGET AND CONTRIBUTION. At such time that control of the Association is transferred from Ball Homes, Inc. to the lot owners, the Board of Directors shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement costs. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect both to amount and timing by equal annual assessments over the period of the budget. The capital contribution required shall be fixed by the board and included within the budget and assessment as provided in Section 20 of these Restrictive Covenants. A copy of the capital budget shall be distributed to each member in the same manner as the operating budget.

BALL HOMES INC.

BY:________

D. RAY BALL, JR., PRESIDENT

STATE OF KENTUCKY)

COUNTY OF FAYETTE)

The foregoing instrument was subscribed, sworn to, and acknowledged before me by D. RAY BALL, JR., as President of Ball Homes, Inc., a Kentucky corporation, on behalf of the corporation, on this the 7^th day of October 1998.

NOTARY PUBLIC

My commission expires 8/16/99

THIS INSTRUMENT PREPARED BY:

JOHNATHAN R. NORRIS, ESQ.

3399 Tates Creek Road

Lexington, Kentucky 40502

J100598D