CCRA

This is a retyped copy of the Starlight Pines Declaration of Covenants, Conditions and Restrictions.  
This is done for readability purposes only.  Copies of the original are available.  The Association takes 
no responsibility for this copy .

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

This Declaration made as of  this 3rd day of April, 1984, by COMMONWEALTH TITLE OF ARIZONA, 
an Arizona corporation, as Trustee, as legal owner, and ROBERT STUDNEK, a single man, JAMES 
and HELEN STUDNEK, husband and wife, and STEPHEN and  PATRICIA KOHNER, husband and 
wife, as present owners of the Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 
373, being ("Declarant"), executes this Declaration of Covenants, Conditions, and Restrictions, to run 
with the real property herein described for the purpose as herein set forth:

W I T N E S S E T H:
	A.  The Declarants own approximately 797 acres of land in Coconino County, Arizona.
	B.  The Declarants intend to develop, in stages, the aforesaid lands now owned or hereafter 
acquired by it into a new and uniquely planned recreation property to be known as "Starlight Pines".
	C.  At full development it is intended that such community will have residential and recreational 
areas, located in:

		Section 31, Township 15 North, Range 12 East, Gila and Salt River Base
		and Meridian, Coconino County, Arizona.
	D.  As part of the first stage of development of property the Declarants intend to develop six (6) 
units which, as of the date of recordation of the Declaration, are held in Trust by the parties making 
this Declaration and shall comprise the "Property", a seventh (7th) unit will be developed by the 
Declarants which is a commercial unit and is not subject to this Declaration of Covenants, Conditions 
and Restrictions.
	E.  The Declarants desire to form a nonprofit corporation for the civic purposes of benefiting 
the Property, the Owners and the Residents (as said terms are defined hereinbelow) in the recreation 
area.  Such nonprofit corporation, (hereinafter called the "Association") will (i) require, construct, 
operate, manage and maintain facilities, services and programs in the community for the benefit of 
the Owners and Residents; (ii) establish, levy and collect the assessments and other charges 
imposed hereunder; (iii) use said assessments and charges for the aforesaid purposes; and (iv) as 
the agent and representative of the Owners and Residents of the Property, enforce all provisions 
hereof and enforce use and other restrictions imposed on various parts of the Property.
	THEREFORE, Declarants hereby declares that all of the properties described above shall be 
held, sold and conveyed subject to the following easements, restrictions, convenants, and conditions, 
which are for the purpose of protecting the value and desirability of, and which shall run with the real 
property and be binding on all parties having any right, title or interest in the described property or any 
part thereof, their heirs, successors and assigns, and shall inure to the benefit of each owner thereof.

ARTICLE I

DEFINITIONS

	Section 1.1  "Architectural Committee" shall mean the committee created pursuant to Article X 
hereof.

	Section 1.2  "Architectural Committee Rules: shall mean the rules adopted by the Architectural 
Committee.

	Section 1.3  "Articles" Shall mean the Articles of Incorporation of the Association which shall 
be filed in the office of the Corporation Commission of the State of Arizona and said Articles may be 
amended from time to time.

	Section 1.4  "Association" shall mean and refer to Starlight Pines Home Owner's Association, 
an Arizona nonprofit corporation, its successors and assigns.  The Declarant shall have the exclusive 
right to cause the Association to be incorporated.

	Section 1.5  "Board" shall mean the Board of Directors of the Association.

	Section 1.6  "Bylaws" shall mean the Bylaws of the Association, and such Bylaws may be 
amended from time to time.

	Section 1.7  "Declarant" shall mean ROBERT STUDNEK, a single man, JAMES and HELEN 
STUDNEK, Husband and Wife, and STEPHEN and PATRICIA KOHNER, Husband and Wife, as 
ratified by the joinder of Commonwealth Land Title Insurance Co., an Arizona Corporation, as 
Trustees under Trust Number 373.

	Section 1.8  "Declaration: shall mean the covenants, conditions, and restrictions herein set 
forth in this entire document, as same may from time to time be amended.

	Section 1.9  "Improvement" shall mean the buildings, garage, carports, roads, driveways, 
parking areas, fences, walls, decks, hedges, plantings, planted trees and shrubs, and all other 
structures or landscaping improvements of every type and kind.

	Section 1.10  "Rules" shall mean the rules adopted by the Board, as they may be amended 
from time to time.

	Section 1.11 "Lot" shall mean any parcel of real property designated as a Lot on any recorded 
subdivision map located within the Properties.  A Lot shall be deemed "developed" when off-site 
streets and utilities have been completely installed.  A lot shall be deemed "Improved" when a single 
family residence has been completely constructed thereon.  All other Lots shall be deemed 
"Unimproved" Lots.

	Section 1.12  "Member" shall mean any person, corporation, partnership, joint venture or other 
legal entity who is a member of the Association.

	Section 1.13  "Owner(s)" shall mean and refer to the record Owner, whether one or more 
persons or entities, of equitable or beneficial title (or legal title if same has merged) of any Lot.  
"Owner" shall include the purchaser of a Lot under an executory contract for the sale of real property.  
The foregoing does not include persons or entities who hold an interest in any Lot merely as security 
for the performance of an obligation.

	Section 1.14  "Properties" and or the name Starlight Pines shall mean and refer to that certain 
real property hereinbefore described.

	Section 1.15  "Public Purchaser" shall mean any person or legal entity who becomes on 
Owner of any Lot within the Properties.

	Section 1.16  "Single Family" shall mean a group of one or more persons each related to the 
other by blood, marriage or legal adoption, or a group of not more than three (3) persons not all so 
related, together with their domestic servants, who maintain a common household in a dwelling.

	Section 1.17  "Single Family Residential Use" shall mean the occupation or use of a single 
family residence in conformity with this Declaration and the requirements imposed by applicable 
zoning laws or other state, county or municipal rules and regulations.

	Section 1.18  "Subdivision Map" or "Subdivision Plat" shall mean a recorded map or plat 
covering any or all of the property referred to in this Declaration.

	Section 1.19  "Visible From Neighboring Property" shall mean, with respect to any given 
object, that such object is or would be visible to a person six feet tall, standing on any part of such 
neighboring property at an elevation no greater than the elevation of the base of the object being 
viewed.

	Section 1.20  "Annual Charge" shall mean the charge levied and assessed each year against 
each Lot within the Assessable Property, as defined hereinbelow.

	Section 1.21  "Assessable Property" shall mean the entire Property, as defined hereinbelow, 
except such part or parts thereof as may from time to time constitute Exempt Property, as defined 
hereinbelow.

	Section 1.22  ""Assessed Valuation" shall mean:
		(i)  In each year, the valuation of land and permanent improvements as it appears on 
the assessment rolls of Coconino County for real estate tax purposes, as assessed or determined in 
such manner as may from time to time be provided by applicable law.
		(ii)  If Coconino County ever ceases to have an assessment roll for real estate tax 
purposes, then in each year thereafter the valuation of land and permanent improvements as it 
appears on the assessment rolls of the State of Arizona, or absent that, then as it appears on the 
assessment rolls of any other political subdivision of the State of Arizona reflecting valuations of land 
and improvements within the Property for real estate tax purposes, as assessed or determined in 
such manner as may from time to time be provided by applicable law.
		(iii)  If Coconino County, the State of Arizona and political subdivisions of the State ever 
cease to impose real estate taxes on all or a particular type of real property (such as residential 
property or industrial property) within the Property, then in each year thereafter the "Assessed 
Valuation" for any such real property shall mean the valuation established from time to time (but not 
less than once every three years) by such an independent real estate appraisal firm experienced in 
the business of appraising properties as may be selected by the Board.  Any such firm shall establish 
its valuations by using, to the greatest extent possible, the methods last used by the County, State or 
other political subdivision taxing authorities.

	Section 1.23  "Association Land"  shall mean such part or parts of the Property, together with 
Permanent Improvements  thereon, as define hereinbelow, as may be owned at any time hereafter by 
the Association, for as long as the Association is the Owner thereof.

	Section 1.24  "Community Facilities" shall mean such portions of the Association Land 
designated by the Association pursuant to Article IX hereof for the use of the Owners and Residents.

	Section 1.25  "Deed" shall mean a deed or other instrument conveying the fee simple title in a 
"Lot", as defined hereinbelow.

	Section 1.26  "Exempt Property" shall mean the following parts of the property: 
		(i)  All land and Permanent Improvements owned by the United States, the State of 
Arizona, Coconino County, or any political subdivision thereof, for as long as any such entity or 
political subdivision is the Owner thereof;
		(ii)  All land and Permanent Improvements owned by a charitable or nonprofit 
organization exempted (at the time of assessment by the Association) from payment of real property 
taxes by the laws of the State of Arizona, for as long as such entity is the Owner thereof;
		(iii)  All Association Land, for as long as the Association is the Owner thereof.

	Section 1.27  "Property" shall mean as follows:
		(i)  At the time of the recordation of the Declaration, the term "Property" shall mean the 
following land:

(Scratched out paragraph deleted from this text.)

		Starlight Pines Unit 1, according to the Plat record on 4/3/84, 
		in Case 4 of Maps, Map 1 and 1A, records of Coconino County, 
		Arizona; and  Any and all streets and highways now or hereafter constructed 
		which border the perimeters of the aforedescribed land.
		(ii)  From and after the building, installation or erection of each new Permanent 
Improvement on the land described in subparagraph (i) or added pursuant to subparagraph (ii) above, 
the term "Property" also shall include each such new Permanent Improvement.

ARTICLE II

COVENANTS BINDING ON PROPERTY AND OWNERS

		Section 2.1  Property Bound.  From and after the date of recordation of this Declaration, 
the Property shall be subject to the covenants, conditions and restrictions, assessments, charges, 
servitudes, liens, reservations and easements (hereinafter collectively referred to as "Covenants") 
hereinafter set forth, and said Covenants shall run with, bind and burden the Property.

		Section 2.2  Owners Bound.  From and after the date of recordation of this Declaration, 
the Covenants shall be binding upon each Owner and their heirs, executors, administrators, 
successors and assigns.  The Owner for themselves, their heirs, executors, administrators, 
successors and assigns, expressly agrees to pay, and be personally liable for, the assessments 
provided for hereunder, and to be bound by all of the Covenants herein set forth.  Each Owner shall 
be and remain personally liable, regardless of whether they have transferred title to their Lot, for the 
amount of assessments (together with interest thereon, costs of collection and attorney's fees, if any) 
which fell due while the Owner held record title to his Lot.  No Owner shall escape personal liability for 
the assessments herein provided by nonuse of Property or transfer or abandonment of his Lot.  The 
Owner's personal obligation shall not pass to a successor Owner unless expressly assumed by the 
successor Owner; but any such assumption of personal liability by a successor Owner shall not 
relieve the prior Owner of his personal liability for the Amount of Assessments which fell due while the 
prior Owner held record title to his Lot.

ARTICLE III

LAND USE CLASSIFICATIONS, PERMITTED USES AND RESTRICTIONS

		Section 3.1  Permitted Uses and Restrictions - Single Family.  The permitted uses, 
easements, and restrictions for all property with the Properties covered by this Declaration, shall be 
as follows:

		(a)  Single Family Residential use.  All STARLIGHT PINES PROPERTIES shall be 
used, improved and devoted exclusively to Single Family Residential Use.  No business activity of 
any kind whatsoever shall be conducted on any such property, with the sole exception of sales office; 
which Lot shall be designated prior to sales and said office shall remain a sales office only for the 
period of time required to sell the Lots.  Nothing herein shall be deemed to prevent the leasing of any 
such property to a single family from time to time by the Owner thereof, subject to all of the provisions 
of the Declaration.  All buildings and structures erected on such property shall be of new construction 
and no building or structure shall be moved from any other location onto said property.  No structure 
whatever, other than one private, Single Family Residence, shall be erected, placed or permitted to 
remain on any Lot.  No building or structure of residential purpose shall be erected or maintained 
separate from the residence hereinabove referred to.  No dwelling or residence shall be erected, 
permitted or maintained having a ground floor area of less than seven hundred fifty (750) square feet, 
exclusive of an open porch, carport or garage.  No premises shall be used for hospitals, sanitariums, 
nor shall any dwelling be occupied for the case or lodging or entertainment, whether for hire or 
charitable purposes, of persons suffering from injury, ill health or disease.  No part of any dwelling 
shall be used for the lodging of paying guests.

	Section 3.2  No elevated tanks of any kind shall be erected, placed or permitted upon any of 
said lots.  Any tanks for use in connection with any residential construction on said property, including 
tanks for the storage of gas and fuel oil, must be walled in or kept screened by adequate planting to 
conceal it from the neighboring tracts, roads and streets.  No metal chain link fence shall be erected 
on any lot; except that a four (4) wire or chain link fence will be permitted to protect vegetable 
gardens. Horse corrals shall be constructed of round metal posts with four (4) round metal rails to a 
height of sixty (60) inches.

	Section 3.3  The perimeter of the lot may be fenced with wood rail fencing, up to but not 
exceeding three (e) feet in height.  All fencing, except horse corrals, and garden fencing must be 
natural materials and complimentary to the area.  No "for sale" signs or advertising signs of any 
nature shall be erected or displayed on such lots without prior written approval of the Association.

	Section 3.4  No changes or deviations in or from such plans and specifications once approved 
shall be without the prior written approval of the Declarant or Architectural Committee or Association.  
All decisions of the Declarant or Architectural Committee or Association shall be final and no Lot 
owner or other parties shall have recourse against the Declarant or Architectural Committee or 
Association for its refusal to approve any such plans and specifications or plot plan, including lawn 
area and landscaping.  No building material of any kind or character shall be placed upon any lot 
except in connection with construction approved as herein provided.  As soon as building materials 
are placed on any lot in such connection, construction shall be promptly commenced and diligently 
prosecuted in order that such construction shall be completed within six (6) months of the date 
construction is started.

	Section 3.5  Driveways.  All driveways which are established upon a lot by an owner shall be 
surfaced or paved.  On site material shall not be permitted and the location of said access and 
driveway shall be approved by Declarant or Architectural Committee prior to any use or improvement.

	Section 3.6  Temporary Occupancy.  No temporary building or structures shall be maintained on 
any lot per Section 14.1 G of Coconino Planning and Zoning regulations as provided for in Section 3.7.

	Section 3.7  Trailers and Motor Vehicles.  Except with approval of the Declarant or 
Architectural Committee, no mobile home, bus motor home, truck larger than 3/4 ton, trailer of any 
kind, mini-bike, truck camper, or permanent tent or similar structure shall be kept, placed (except 
during the course of making deliveries or for purposes of loading or unloading) maintained, 
constructed, reconstructed or repaired, upon any property or street (public or private) within the 
Properties in such a manner as will be visible from neighboring property; provided, however, that the 
provisions of this paragraph shall not apply to emergency vehicle repairs and/or used exclusively in 
connection with; the construction of any improvements approved by Declarant or the Architectural 
Committee.

	Section 3.8  Maintenance of Lawns and Plantings.  

	Section 3.8.1  By Owner.  Each Owner of a lot within the Properties shall keep his lot free of 
trash and other unsightly material.  No Owner shall cut down any tree larger than two (2) inches in 
diameter without the consent of the Declarant, the Association or Architectural Committee.

	Section 3.8.2  By Declarant or The Association.  Declarant or the Association shall have the 
right , at any time, to plant, replace, maintain and cultivate shrubs, trees, grass and plantings on any 
property within the Properties other than on a Lot, and on such easements over an owner's Lot as 
may have been granted to Declarant or the Association regardless of whether any Owner or the 
Association is responsible hereunder for maintenance of such area.  No Owner shall remove, alter, 
injure or interfere in any way with any shrubs, trees, grass or plantings placed upon any such property 
by Declarant or the Association without the written consent of the Association or Architectural 
Committee having first been obtained.

	Section 3.9  Nuisances.  No rubbish or debris of any kind shall be placed or permitted to 
accumulate upon or adjacent to any property within the Properties, and no odors shall be permitted to 
arise therefrom, so as to render any such property or any portion thereof unsanitary, unsightly, 
offensive or detrimental to any other property in the vicinity thereof or to its occupants.  No nuisance 
shall be permitted to exist or operate upon any such property so as to be offensive or detrimental to 
any other property in the vicinity thereof or to its occupants.  Without limiting the generality of any of 
the foregoing provisions, no exterior speakers, horns, whistles, bells or other devices, except security 
devices used exclusively for security purposes, shall be located, used or placed on any such 
property.  The Board in its sole discretion shall have the right to determine the existence of any such 
nuisance.

	Section 3.10  Repair of Buildings.  No building or structure upon any property within the 
Properties shall be permitted to fall into despair, and each such building and structure shall at all 
times be kept in good condition and repair and adequately painted or otherwise finished.

	Section 3.11  Trash Containers and Collection.  No garbage or trash shall be placed or kept on 
any property within the Properties except in covered containers of a type, size and style which are 
approved by the Architectural Committee.  In no event shall such containers be maintained so as to 
be visible from neighboring properties.  All rubbish, trash, or garbage shall be removed from the lots 
and shall not be allowed to accumulate thereon.  No incinerators for burning trash or garbage shall be 
kept or maintained on any lot, nor shall garbage or trash be permitted to be buried on any lot at any 
time.  A central trash collection system may be used in the subdivision.

	Section 3.11.1  Fires.  No fire of any kind is permitted at any time for any reason with the sole 
exception of cooking food and then such fire must be confined to a barbecue type container, either 
free standing or built in, and in no manner will such barbecue fire be directly on the ground.

	Section 3.12  Clothes Drying Facilities.  Outside clothes lines or other outside facilities for 
drying or airing clothes may be erected, placed or maintained on any property within the Properties 
provided they are:  1.  more than twenty (20) feet from the property line and erected, placed and 
maintained exclusively within a fixed service yard or otherwise concealed; 2.  not visible from 
neighboring property; and 3.  approved by Declarant or the Architectural Committee.

	Section 3.13  Right of Way.  During reasonable hours, Declarant, any member of the 
Architectural Committee, any member of the Association Boards or any authorized representative of 
any of these Boards shall have the right to enter upon and inspect any property during course of 
construction within the Properties, and the improvements thereon, for the purpose of ascertaining 
whether or not the provisions of this Declaration have been or are being complied with, and such 
persons shall not be deemed guilty of trespassing by reason of such entry.

	Section 3.14  Mineral Exploration.  No property within the Properties shall be used in any 
manner to explore for or to remove any water, except as reserved in Article III, oil or other 
hydrocarbons, minerals or any kind, gravel, earth or any earth substance of any kind.

	Section 3.15  Machinery and Equipment.  No machinery or equipment of any kind shall be 
placed, operated or maintained upon or adjacent to any property within the Properties except such 
machinery or equipment as is usual and customary in connection with the use, in construction of the 
residence, or other improvements, and except that which Declarant or the Association may require for 
the operation and maintenance of the Properties.

	Section 3.16  Disease and Insects.  No owner shall permit any thing or condition to exist upon 
any property within the Properties which shall induce, breed or harbor infectious plant diseases or 
noxious insect.

	Section 3.17  Restriction on Further Subdivision.  No lot within the Properties shall be further 
subdivided or separated into smaller lots or parcels by any owner, and no portion less than all of any 
such lot, nor any easement or other interest therein, shall be conveyed or transferred by any owner 
without the prior written approval of the Board.  This provision shall not, in any way limit Declarant 
from subdividing or separating into smaller lots or parcels any property within the Properties owned 
by Declarant.  No portion of a lot, but for the entire lot, together with the improvements thereon, may 
be rented and then only to a single family.

	Section 3.18  Signs.  No signs or billboards whatsoever (including but not limited to 
commercial, "For Sale" political and similar signs) which are visible from neighboring property shall be 
erected without a sign permit from the County Building Department or maintained on any lot or parcel 
of property with the Properties except:

	Section 3.18.1  Such signs as may be required by legal proceedings;

	Section 3.18.2  Not more than two (2) residential identification signs each of a combined total 
face area of seventy-two (72) square inches or less,

	Section 3.18.3  During the time of construction of any building or other improvement one job 
identification sign not larger than eighteen (18) by twenty-four (24) inches in height and width and 
having a face area not larger than three (3) square feet;

	Section 3.18.4  Such signs the nature, number, and location of which have been approved in 
advance by the Declarant or Architectural Committee; and

	Section 3.18.5  Such signs, the number, type and size of which as may be approved from time 
to time by Declarant for developers.

	Section 3.19  Declarant's Exemption.  Nothing contained in this Declaration shall be construed 
to prevent the erection or maintenance by Declarant or developers, or their duly authorized agents of 
structures, improvements or signs necessary or convenient to the development, sale, operation or 
other disposition of property within the Properties, and then only for the period of time it may require 
to sell all original lots of Starlight Pines.

	Section 3.20  Utility Easements.  There is hereby created a blanket easement upon, across, 
over and under for ingress, egress, installation, replacing, repairing and maintaining all utility and 
service lines and systems, including, but not limited to, water, sewers, gas, telephones, electricity, 
television cable or communication lines and systems, etc.  By virtue of this easement, it shall be 
expressly permissible for

the providing utility or service company to install and maintain facilities and equipment on said 
property and to affix and maintain wires, circuits and conduits on, in and under the roofs and exterior 
walls of residences constructed thereon.  This easement shall in no way affect any other recorded 
easements on Starlight Pines.

	Section 3.21  Cleaning and Damage Deposit.  A cleaning and damage deposit of $500.00 shall 
be required from each lot owner at the time of plan approval to insure that construction is completed 
in a workmanlike manner.  The deposit shall be deposited into a Trust Account for the benefit of the 
Declarant or the Association and is subject to being returned in full or in part by application to 
Declarant, Architectural Committee or Agents approval of the completion of improvements done on 
the lot.

	Section 3.22  Animals.  No animals other than a reasonable number of generally recognized 
house or yard pets or horses shall be maintained on any property within the Properties and then only 
if they are kept bred or raised thereon solely as domestic pets and not for commercial purposes.  
(Max:  3 horses per lot.)  (See Amendment 1, page 25)

	Section 3.23  Antennas.  No antenna or other device for the transmission or reception of 
television or radio signals or any other outdoors on any lot within the Properties unless approved by 
the Architectural Committee.

	Section 3.24  Improvements and Alterations.  No improvements, alterations repairs, excavation 
or other work which in any way alters the exterior appearance of any lot or other property within the 
improved state existing on the date such lot or property was first conveyed in fee by Declarant to a 
Public Purchaser shall be made or done without the prior approval of the Declarant or the 
Architectural Committee, except as otherwise expressly provided in this Declaration.  No building, 
fence, wall, screen, residence or other structure shall be commenced, erected, maintained, improved, 
altered, made or done in respect of any lot or other property within the Properties without the prior 
written approval of the Declarant or Architectural Committee or any committee established by the 
Declarant or Architectural Committee.  Pursuant to its rule-making power, Declarant or the 
Architectural Committee shall establish a procedure for the preparation, or improvements.  The 
Declarant or Architectural Committee shall have the right to refuse or approve any plans or 
specifications or grading or other reasons, and in so passing upon such plans, specification and 
grading plans, and without any limitation of the foregoing it shall have the right to take into 
consideration the suitability of the proposed building or other structure, and of the materials of which it 
is to be built, the site upon which it is proposed to erect the same, the harmony thereof with the 
surroundings and the effect of the building or other structure as planned, on the outlook from the 
adjacent or neighboring property.  All subsequent additions to, changes or alternations in any 
building, fence, wall or other structure including exterior color scheme, shall be subject to the prior 
approval of the Architectural Committee along with the appropriate permits from the County.

ARTICLE IV

STARLIGHT PINES HOMEOWNERS ASSOCIATION

	Section 4.1  Organization.

	Section 4.1.1  The Association.  The association to be called Starlight Pines Homeowners 
Association shall be or is a nonprofit Arizona corporation charged with the duties and vested with the 
powers prescribed by law and set forth in the Articles and Bylaws of the Association, and the 
Declaration.  Neither the Articles nor Bylaws shall, for any reason, be amended or otherwise changed 
or interpreted so as to be inconsistent with this Declaration.  Said Association shall be formed by 
Declarant at such time as Declarant deems appropriate but not later that when seventy percent (70%) 
of the lots are sold, or within three (3) years of the date of the conveyance of the first lot within the 
Properties sold to a Public Purchaser, whichever comes first.

	Section 4.1.2  Board of Directors and Officers.  The affairs of the Association shall be 
conducted by a Board of Directors and such Officers and the Directors may elect or appoint, in 
accordance with the Articles and the Bylaws, as same may be amended from time to time.

	Section 4.2  Powers and Duties of the Association.  The Association shall have such rights, 
duties and powers as set forth in the Articles and Bylaws, as same may be amended from time to 
time.

	Section 4.3  The Properties Rules.  By a majority vote of the Board, the Association may, from 
time to time and subject to the provisions of this Declaration, adopt, amend, and repeal rules and 
regulations to be known as the "Properties Rules."  The Properties Rules may restrict and govern the 
use of any area by any owner, by the family of such owner, or by any invitee, licensee or lessee of 
such owner; provided, however, that the Properties Rules may not discriminate among owners and 
shall not be inconsistent with this Declaration, the Articles or Bylaws of the Association.  A copy of the 
Properties Rules as they may from time to time be adopted, amended or repealed, shall be mailed or 
otherwise delivered to each owner and may be recorded.  Upon recordation, said Rules shall have 
the same force and effect as if they were set forth in and were a part of the Declaration.

	Section 4.4  Personal Liability.  No member of the Board or any committee of the Association, 
or any officer of the Association, shall be personally liable to any owner, or to any other party, 
including the Association, for any damage, loss or prejudice suffered or claimed on account for any 
act, omission, error or negligence of the Association, the Board, or any other
representative or employees of the Association, or the Architectural Committee, or any other 
committee, or any officer of the Association, provided that such person has, upon the basis of such 
information as may be possession by him, acted in good faith, without willful or intentional 
misconduct.

ARTICLE V

MEMBERSHIP AND VOTING RIGHTS

	Section 5.1  Association's Rights and Powers as Set Forth in Articles of Incorporation and 
Bylaws.  In addition to the rights and powers of the Association set forth in this Declaration, the 
Association shall have such rights and powers as are set forth in its Articles of Incorporation and 
Bylaws.  Such rights and powers, subject to the approval thereof by any agencies or institutions 
deemed necessary by the Declarant, may encompass any and all things which a natural person could 
do or which now or hereafter may be authorized by law, provided such Articles and Bylaws are not 
inconsistent with the provisions of this Declaration and are necessary, desirable or convenient for 
effectuating the purposes set forth in this Declaration.  After incorporation of the Association, a copy 
of the Articles of Incorporation and Bylaws of the Association shall be available for inspection at the 
office of the Association during reasonable business hours.  Copies of said Articles of Incorporation 
and Bylaws may be purchased for such reasonable fees as may be prescribed by the Association.

	Section 5.2  Association's Rights of Enforcement of Provision in Other Instruments Affecting 
the Property.  The Association, as the agent and representative of the Owners, shall have the right to 
enforce the Covenants set forth in this Declaration and/or any and all covenants, restrictions, 
reservations, servitudes, assessments, conditions, liens or easements provided for in any contract, 
deed, declaration of restrictions or other instrument affecting all or any part or parts of the Property.  
Any such instrument shall have been executed pursuant to, or subject to, the provisions of this 
Declaration, or otherwise shall indicate that the provisions of such instrument were intended to be 
enforced by the Association of the Declarant, its successors or assigns or any homeowner 
association.

	Section 5.3  Contracts with Others for Performance of Association's Duties:  Subject to the 
restrictions and limitations contained herein, the Association may enter into contracts and 
transactions with Starlight Construction, Inc., its subsidiaries and affiliated companies, and such 
contracts or transactions shall not be invalidated or in any way affected by the fact that one or more 
directors of the Association is employed by or otherwise connection with Starlight Construction, Inc., 
its subsidiaries and affiliates, provided that the fact of such interest shall be disclosed or known to the 
other directors acting upon such contract or transaction and provided further that the transaction or 
contract is fair and reasonable, and any such director may be counted in determining the existence of 
a quorum at that meeting of the Board of Directors of the Association which shall authorize any such 
contract or transaction and may vote there at to authorize any such contract or transaction with like 
force and effect as if he were not so interested.

	Section 5.4  Mergers and Consolidations.  The Association shall have the right and power to 
participate in mergers or consolidations with any other nonprofit corporations or associations 
regardless of whether the objects, purposes rights and powers of such nonprofit corporations or 
associations are lesser than, the same as, or greater than those of the Association.  Any proposed 
merger or consolidation shall not be effective or voted upon by the Owners without prior approval of 
the Board of Directors of the Association.  Any such mergers or consolidations shall be consummated 
only upon an affirmative vote of the Owners of two-thirds of the Lot as defined for voting purposes at 
an election held for such purpose in the manner provided in Section 5.5.  Upon any such merger or 
consolidation, all of the properties, rights and obligations of the other nonprofit corporation or 
association shall be transferred to and assumed by the Association as the survivor, or alternatively, 
all the properties, right and obligations of the Association shall be transferred to and assumed by the 
surviving or newly created nonprofit corporation or association.

	Section 5.5  Membership in the Association; Voting Rights; Rationale of Representation.  
Immediately upon the issuance of a Certificate of Incorporation to the Association, each and every 
Owner, by virtue of being an "Owner", automtically shall be a member of the Association.  The 
Owners, as members of the Association, shall have the right of representative voting as provided in 
the Articles of Incorporation of the Association.  Each Owner will be entitled to one vote for each Lot 
(as defined for voting purposes) owned by them.  It is to be understood that such voting rights 
effectively will be limited until the last stages of development of the entire STARLIGHT PINES by the 
Declarant.  The Articles of Incorporation of the Association basically will provide that the Board, which 
shall have the exclusive right of determining and transacting the affairs of the Association, initially will 
consist of five (5) directors, each of whom shall be an employee, representative or designee of the 
Association.  The Articles will provide that thereafter, upon the completion of constructions and/or 
occupation of 100 dwelling units within the Property, the Owners shall be entitled to have one director 
added to the initial five-man Board, until the total number of directors on the Board equals nine (9).  At 
that time (when 400 dwelling units have been constructed and/or occupied within the Property), the 
total number of directors on the Board (nine) shall remain static.  The Articles of Incorporation further 
shall provide that upon the first to occur of either of the following events:
		( i )  A total of 400 dwelling units are constructed and/or occupied within the property; or
		( ii )  December 31, 1990;
the Owners thereafter shall be entitled to elect the entire Board (including the 5 directors, or their 
respective successors, theretofore elected by the Declarants) of the Association as provided in the 
Association's Articles of Incorporation.  The rationale of the foregoing voting plan is to permit the 
Company to have control of the Board (and thus control all acts by the Association) for a reasonable 
time to accomplish its overall plan of development for the model community of STARLIGHT PINES, 
and yet make it possible for the Owners to have increasing rights of representation in the preparation 
for assuming full control of the Board and the affairs of the Association.

ARTICLE VI

ASSESSMENT OF ANNUAL CHARGE

	Section 6.1  Maximum Annual Charge.    (See Amendment , Page 29)
		( v )  That unless the Owner shall pay the Annual Charge on or before the first semi-
annual installment due date, or pay the semi-annual installments on or before their respective due 
dates, the Annual Charge or the semi-annual installments not so paid when due shall be deemed 
delinquent and shall bear interest from such due date at the rate of Twelve percent (12%) per annum 
until paid, and the Owner shall be liable for all costs, including attorney's fees, which may be incurred 
by the Association in collecting the same.

	Section 6.6  Rules Regarding Billing and Collection Procedures.  The Association shall have 
the right to adopt rules and regulations setting forth procedures for the purpose of making the 
assessments provided herein and for the billing and collection of the Annual Charges, provided that 
said procedures are not inconsistent with the provisions hereof.

	Section 6.7  Evidence of Payment of Annual Charge.  Upon receipt of a written demand by an 
Owner or any other person, the Association within a reasonable period of time thereafter shall issue 
to such Owner or other person a written certificate stating ( i ) that all annual charges (including 
interest, costs and attorney's fees, if any, as provided in Section 6.5 above) have been paid with 
respect to any specified lot as of the date of such certificate, or ( ii ) if all annual charges have not 
been paid, the amount of such annual charges (including interest, costs and attorney's fees, if any) 
due and payable as of such date.  The Association may make a reasonable charge for the issuance 
of such certificates, which charge must be paid at the time the request for any such certificate is 
made.  Any such certificate, when duly issued as herein provided, shall be conclusive and binding 
with respect to any matter therein stated as against any bona fide purchaser of, or lender on, the lot in 
question.

ARTICLE VII

IMPOSITION OF LIEN; EXEMPTIONS; OWNER'S AGREEMENT

	Section 7.1  Imposition of Assessment Lien and Priority of the Lien.  Each Lot shall be charged 
with and subject to a continuing servitude and lien from the date of recordation of this Declaration for 
the amount of the annual charge assessed and levied against each such Lot.  The lien (hereinafter 
called the Assessment Lien) against each such Lot shall be superior to any and all other charges, 
liens or encumbrances which hereafter in any manner may arise or be imposed upon each such Lot, 
except that such Assessment Lien shall be subject and subordinate to:
		( i )  Liens for taxes and other public charges which by applicable law are expressly 
made superior; and
		( ii )  All liens recorded in the office of the County Recorder of Coconino County, 
Arizona, prior to the date of recordation by the Declarant of an instrument (hereinafter called the 
"Notice of Priority"), which will establish, as to all of the Property, the date of priority of the 
Assessment Lien as being the date of recordation of the Notice of Priority.  The Declarant may record 
the Notice of Priority at any time after the issuance of a Certificate of Incorporation to the Association.  
All liens recorded after the recordation of the Notice of Priority shall be junior and subordinate to the 
Assessment Lien.  All liens recorded prior to the recording of the Notice of Priority shall remain 
superior to the Assessment Lien.  This provision shall apply to all Property, except that as to such 
added lands, any mortgage or other lien recorded prior to the addition of the lands to the Property 
shall be superior to the Assessment Lien, even though such lands are added to the Property after the 
recordation of the Notice of Priority.  However, if any mortgage or lien recognized as superior to the 
Assessment Lien under this provision is subsequently increased, refinanced, or modified in any way, 
such lien shall thereupon immediately and automtically lose its superiority to the Assessment Lien 
under this provision is subsequently increased, refinanced, or modified in any way, such lien shall 
thereupon immediately and automatically lose its superiority to the Assessment Lien and become 
junior and subordinate to the Assessment Lien.

	Section 7.2  Property Exempted from the Annual Charge and Assessment Lien.  Exempt 
Property shall be exempted from the assessment of the Annual Charge and the Assessment Lien; 
provided, however, that in the event any change of ownership of Exempt Property results in all or any 
part thereof becoming Assessable Property in any year, the same thereupon shall be subject to the 
assessment of the Annual Charge (prorated the first year as of the date if became Assessable 
Property) and the Assessment Lien.

	Section 7.3  Owners' Promises Regarding Annual Charge and Assessment Lien.  Each Owner, 
for themselves, heirs, executors, administrators, successors and assigns, covenants and agrees ( i ) 
that they will pay to the Association when due the Annual Charge assessed by the Association in 
each year against their Lot;  ( ii )  that they acquired their Lot subject to the Annual Charge and 
Assessment Lien; and ( iii ) that by accepting a Deed to his Lot, they shall be, and remain, personally 
liable for any and all Annual Charges assessed against their Lot while they are (or was) the Owner 
thereof, regardless of whether such covenants or agreements are expressed in such Deed and 
regardless of whether they signed the Deed.

ARTICLE VIII

ENFORCEMENT OF PAYMENT OF ANNUAL CHARGE AND LIEN

	Section 8.1  Association as Enforcing Body.  The Association, as the agent and representative 
of the Owners, shall have the exclusive right to enforce the provisions of this Declaration.  However, if 
the Association shall fail or refuse to enforce this Declaration for an unreasonable period of time, they 
or any Owner may enforce them on behalf of the Association by any appropriate action, whether in 
law or in equity.

	Section 8.2  Association's Remedies to Enforce Payment of Annual Charge.  If the Owner of 
any Lot fails to pay the Annual Charge or semi-annual installments when due (as set forth in Section 
8.6 above), The Association may enforce the payment of the Annual Charge and/or the Assessment 
Lien against the Lot by taking either or both of the following actions, concurrently or separately (and 
by exercising either of the remedies hereinafter set forth, the Association does not prejudice or waive 
its right to exercise the other remedy):
		( i )  Bring an action at law against the Owner personally obligated to pay the Annual 
Charge;
		( ii )  Foreclose the Assessment Lien against the Lot in accordance with the then 
prevailing Arizona law relating to the foreclosure of realty mortgages (including the right to recover 
any deficiency), and the Lot may be redeemed after foreclosure sale as provided by law.

	Section 8.3  Effect of Foreclosure of Mortgage on Assessment Lien.  In the event of ( i ) any 
foreclosure of any mortgage lien or other lien against a Lot recorded prior to the date of recordation of 
the Notice of Priority, or ( ii ) any foreclosure of any mortgagor other lien against lands which were 
added to the Property after the recordation of the Notice of Priority, then in either of such events (and 
only in such events), the purchaser at the mortgage foreclosure sale, or any grantee taking by deed in 
lieu of foreclosure, shall take the Lot free of the Assessment Lien for all Annual Charges that have 
accrued up to the date of issuance of a sheriff's deed or deed in lieu of foreclosure; but upon the date 
of issuance of a sheriff's deed or deed in lieu of foreclosure, the Assessment Lien immediately shall 
become and remain superior to any and all other charges, liens or encumbrances (except liens for 
taxes and other public charges which by applicable law are expressly made superior), and such 
mortgage foreclosure sale purchaser or grantee shall take subject to all Annual Charges accruing 
subsequent to the date of issuance of a sheriff's deed or deed given in lieu of foreclosure
	
	Section 8.4  Costs to be Borne by Owner in Connection with Enforcement of Payment of 
Annual Charge.  In any action taken pursuant to Section 8.2, the Owner shall be personally liable for, 
and the Assessment Lien shall be deemed to secure the amount of, the Ammual Charge together 
with the interest, costs and attorney's fees as provided in Section 6.5.

ARTICLE IX

EASEMENTS AND RIGHTS OF ENJOYMENT IN COMMUNITY FACILITIES

	Section 9.1  Owners' and Residents' Easements and Rights of Enjoyment in Community 
Facilities.  Subject to the controls and limitations set forth in herein, every Owner, by reason of such 
ownership, shall have a right and easement of enjoyment in and to all Association Lands and 
community Facilities, and such easement shall be appurtenant to and shall pass with every Lot upon 
transfer.  All Residents shall have a non-transferable privilege to use and enjoy all Association Lands 
and Community Facilities for as long as they are "Residents".

	Section 9.2  Rules Regulating Use of Community Facilities.  All rights, easements and 
privileges granted and conferred shall be subject to the exclusive right of the Association to adopt
from time to time reasonable rules and regulations pertaining to the use of Association Lands and 
Community Facilities.  Said rules and regulations shall be such they, in the absolute discretion of the 
Board, enhance the preservation of the Association Lands and Community Facilities or the safety and 
convenience of the users thereof, or otherwise shall serve to promote the best interest of the Owners 
and Residents.

	Section 9.3  Suspension of Rights of Enjoyment in Connection with Enforcement of the 
Covenants.  The Association shall have the right to suspend the aforesaid rights of enjoyment of any 
Owner (and the privilege of each Resident claiming through such Owner) for ( i ) any period during 
which the Annual Charge assessed to such Owner remains delinquent and unpaid, or ( ii ) any 
reasonable period up to but not in excess of 90 days in connection with the enforcement of any of the 
Association's rules or regulations relating to the Association Lands or Community Facilities.

	Section 9.4  Greenbelts.  Those areas which are dedicated on the plat of record entitled 
"Greenbelts" shall be dedicated to the owners of the property use.  There shall be no motorized 
vehicle usage of the greenbelt areas.  Traffic shall be limited solely to foot traffic and/or horseback 
travel by the owners of the property.

ARTICLE X

ARCHITECTURAL CONTROL

	Section 10.0  Organization, Power of Appointment and Removal of Members.  At a time 
designated by Declarant, Declarant may cause an Architectural Committee to be organized as 
follows:

	Section 10.1  Committee Composition.  The Architectural Committee shall consist of three (3) 
regular members and two (2) of the three (3) members must be an Owner.  None of such members 
shall be required to be an architect or to meet any other particular qualification for membership.  A 
member need not be, but may be, a member of the Board or an officer of the Association.  Declarant 
shall be a fourth member of the Architectural Committee with full power so long as Declarant owns a 
Lot in the subdivision, or until Declarant elects to resign.

	Section 10.2  Terms of Office.  The initial members of the Architectural Committee shall be 
appointed by the Board of the Association, each to serve a three (3) year term.  Thereafter the terms 
of each Architectural Committee appointed shall be for a period of three (3) years and, thereafter, 
until the appointment of his successor.  Any new member appointed to replace a member who has 
resigned or been removed shall serve such member's unexpired term.  Members who have resigned, 
been removed or whose terms have expired may be reappointed.

	Section 10.3  Appointment and Removal.  The right to appoint and remove all regular 
members of the Architectural Committee at any time, shall be and is hereby vested solely in the 
Board.


	Section 10.4  Resignations.  Any regular member of the Architectural Committee may at any 
time resign from the Committee by giving written notice thereof to the Declarant or to the Board, 
whichever then has the right to appoint Committee members.

	Section 10.5  Vacancies.  Vacancies on the Architectural Committee, however caused shall be 
filled by the Board.  A vacancy or vacancies on the Architectural Committee shall be deemed to exist 
in case of the death, resignation or removal of any regular or alternate member.

	Section 10.6  Duties.  It shall be the duty of the Architectural Committee to consider and act 
upon any and all proposals or plans submitted to it pursuant to the terms hereof, to adopt 
Architectural Committee Rules to perform other duties delegated to it by the Board, and to carry out 
all other duties imposed upon it by the Properties Restrictions.

	Section 10.7  Meetings and Compensation.  The Architectural Committee shall meet from time 
to time as necessary to perform its duties hereunder.  Subject to the provisions of Article X, the vote 
or written consent of any two (2) regular members, at a meeting or otherwise, shall constitute the act 
of the Committee unless the unanimous decision of the Committee is required by any other provision 
of the Properties Restrictions.  The Committee shall keep and maintain a written record of all action 
taken by it at such meetings or otherwise.  Members of the Architectural Committee shall receive from 
the Association such compensation for services rendered as may be fixed by the Board; provided, 
however, that no Board member who is also a member of the Architectural Committee shall 
participate in determining such compensation.  All regular or alternate Committee members shall also 
be entitled to reimbursement from the Association for all reasonable expenses incurred by them in the 
performance of any Architectural Committee functions.

	Section 10.8  Architectural Committee Rules.  The Architectural Committee may from time to 
time and in its sole and absolute discretion, adopt, amend, and repeal, by unanimous vote or written 
consent, rules and regulations, to be known as "Architectural Committee Rules."  Said Rules shall 
interpret and implement the Properties Restrictions by setting forth the standards and procedures for 
Architectural Committee review and the guidelines for architectural design, placement of buildings, 
landscaping, color schemes, exterior finishes and materials and similar features which are 
recommend for use in the Properties.

	Section 10.9  Waiver.  The approval by the Architectural Committee of any plans, drawings or 
specifications for any work done or proposed, or for any other matter requiring the approval of the 
Architectural Committee under the Properties Restrictions shall not be deemed to constitute a waiver 
of any right to withhold approval of any similar plan, drawing specification or matter subsequently 
submitted for approval.

	Section 10.10  Liability.  Neither the Architectural Committee nor any member thereof shall be 
liable to the Association, and Owner, or to any other party, for any damage, loss or prejudice suffered 
or claimed on account of (a) the approval or disapproval of any plans, drawings, or specifications, 
whether or not defective, (b)  the construction or performance of any work whether or not pursuant to 
approved plans, drawings and specifications, (c)  the development of any property within the 
Properties, or (d)  the execution and filing of any estoppel certificate, whether or not the facts therein 
are correct; provided, however, that with respect to the liability of a member, such member has acted 
in good faith on the basis of such information as may be possessed by him.  Without in any way 
limiting the generality of any of the foregoing provisions of this Section, the Architectural Committee, 
or any member thereof, may, but is not required to, consult with or hear the views of the Association 
or any Owner with respect to any plans, drawings, specifications, or any other proposal submitted to 
the Architectural Committee.

	Section 10.11  Time of Approval.  In the event said Board, or its designated committee, fails to 
approve or disapprove such design and location within thirty (30) days after said plans and 
specification have been submitted to it, approval will not be required and this Article will be deemed to 
have been fully complied with.

ARTICLE XI

GENERAL PROVISION

	Section 11.1  Enforcement.  The Association, or any Owner, shall have the right to enforce, by 
any proceeding at law or in equity, all restrictions, conditions, convents, reservations, liens and 
charges now or hereafter imposed by the provisions of this Declaration.  Failure by the Association or 
by any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a 
waiver or the right to do so thereafter.

	Section 11.2  Severability.  Invalidation of any one of these convenants or restrictions by 
judgment or court order shall in no way effect any other provisions which shall remain in full force and 
effect.

	Section 11.3  Amendment.  The covenants and restrictions of the Declaration shall run with 
and bind the land and shall inure to the benefit of and be enforced by the Association or the Owner of 
any Lot subject to this Declaration, their respective legal representatives, heirs, successors, and 
assigns, for a term of twenty (20) years after the date this Declaration  is recorded, after which time 
they shall be automatically extended for successive period of ten (10) years.  This Declaration may be 
amended during the first twenty (20) year period by an instrument signed by not less than ninety 
percent (90%) of the Lot Owners, and thereafter, by an instrument signed by not less than seventy-
five percent (75%) of the Lot Owners.  ANY AMENDMENT MUST BE RECORDED.

	Section 11.4  Violations and Nuisance.  Every act or omission whereby any provision of this 
Declaration is violated in whole or in part is hereby declared to be a nuisance and may be enjoined or 
abated, whether or not the relief sought is for negative or affirmative action, by Declarant, the 
Association or any Owner or Owners of Lots within the Properties.  However, any other provision to 
the contrary notwithstanding, only Declarant, the Association, the Board or the duly authorized agent 
of any of them may enforce by self-help any of the provisions of the Properties Restrictions.  A 
violation of these restrictions, conditions and covenants, or any one of them, shall not affect the lien of 
any mortgage now of record, or which hereafter may be placed on record, upon said Lots or any part 
thereof.

	Section 11.5  Violation of Law.  Any violation of any state, municipal, or local law, ordinance or 
regulation, pertaining to the ownership, occupation or use of any property within the Properties is 
hereby declared to be in violation of the Properties Restrictions and subject to any or all of the 
enforcement procedures set forth in said restrictions.

	Section 11.6  Remedies Cumulative.  Each remedy provided by the Properties Restrictions is 
cumulative and not exclusive.

	Section 11.7  Delivery of Notices and Documents.  Any written notice or other documents 
relating to or required by the Properties Restrictions may be delivered either personally or by mail.  If 
by mail, it shall be deemed to have been delivered twenty-four (24) hours after a copy of same has 
been deposited in the United States Mail, postage prepaid, properly addressed.

	Section 11.8  The Declaration.  Deeds of conveyance of property in STARLIGHT PINES, or 
any part thereof, may contain the restrictions and covenants contained herein by reference to this 
document, but whether or not such reference is made in any or all of said deeds, by acceptance of a 
deed or by acquiring any ownership interest in any of the real property included in STARLIGHT 
PINES and affected by this Declaration, each person or entity, for himself or itself, his heirs, personal 
representatives successors, transferees and assigns, binds himself, his heirs, personal 
representatives, successors, transferees and assigns, to all of the provisions, restrictions, covenants, 
conditions, rules and regulations now or hereafter imposed by this Declaration and any amendments 
hereof.  In the event that and at such times as, any additional properties become subject to this 
Declaration as heretofore provided, then and in that event this Declaration shall be enforceable 
against all properties and parties becoming subject hereto as if the additional properties had been 
platted and made subject to this Declaration at one and the same time, including without limitation the 
provisions herein with respect to the term of enforcement and amendments hereto.  In addition, each 
such person by so doing hereby acknowledges that this Declaration sets forth a general scheme for 
the improvement and development of the real property covered hereby and hereby evidences his 
interest that all the restrictions, conditions, covenants, rules and regulations contained herein shall 
run with the land and be binding on all subsequent and future Owners, grantees, purchasers, lessees, 
assignees, and transferees thereof.  Furthermore, each such person mutually beneficial, prohibitive 
and enforceable by the various subsequent and future owners.
					
( The remaining portion of the page has Declarants' signatures and a notary signed at the bottom.)

The following page has the following:

LEGAL DESCRIPTION

Section 31, Township 15 North, Range 12 East, Gila and Salt River Base and Meridian, Coconino 
County, Arizona.


FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

OF STARLIGHT PINES



	This Amendment to the Declaration of Covenants Conditions and Restrictions is hereby made 
this 24th day of May, 1984, by COMMONWEALTH TITLE OF ARIZONA, an Arizona Corporation, as 
Trustee, as legal owner, and ROBERT STUDNEK, a single man,  JAMES AND HELEN STUDNEK, 
husband and wife, STEPHEN and PATRICIA KOHNER, husband and wife; as present owners of the 
Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 373, being ("Declarant"), 
executes this Amendment to Declaration of Covenants, Conditions and Restrictions, to run with the 
real property herein described herein:

		Section 31, Township 15 North, Range 12 East, of the Gila 
		and Salt River Base and Meridian, Coconino County, Arizona.

	Said Declaration of Covenants, Conditions and Restrictions were hereby recorded on April 3, 
1984, in Docket 971, pages 851-876 in the records of the Coconino County Recorder Office, 
Coconino County, Arizona

	The Declarant hereby desires to amend the said Restrictions as follows:

	1.	Article IX, Section 9.1 as referred to by the term "residents".  The term "Residents" 	
	shall be defined as follows:  "a person who lives in said property described as 		
	STARLIGHT PINES, as distinguished from a visitor or transient."  "One who has his 	
	residence in said property referred to as "STARLIGHT PINES".

	2.	Article IX, Section 9.4 shall be amended as follows:  Those areas which are dedicated 	
	on the plat of record entitled "Greenbelts" shall be dedicated to the property owner's 	
	use.  There shall be no motorized vehicles usage of the greenbelt areas.  Traffic shall be 	
	limited solely to foot traffic and/or horseback travel by the owners of the property.

	The following sections shall be added.

	Section 3.25.  The Homeowners Association shall, if required by proper governmental 
	authority, organize and create a fire district to provide proper fire protection for the 
	homeowners.

	Section 3.26.  The Homeowners Association shall, if the water utility company fails to maintain 
	the water system to the property, maintain and operate the water company as a coop and to 
	continue the water services to the homeowners.

	Section 3.27.  In the event Coconino County does not accept the dedicated roads and 
	subdivisions, the homeowners shall maintain the road system for the benefit of all property 
	owners.

Declarants' and trustee's signatures on page.

SECOND AMENDMENT TO DECLARATIONS OF COVENANTS, CONDITIONS, AND 
RESTRICTIONS OF STARLIGHT PINES

	This Amendment to the Declaration of Covenants Conditions and Restrictions is hereby made 
this 23rd day of May, 1985, by COMMONWEALTH TITLE OF ARIZONA, an Arizona Corporation, as 
Trustee, as legal owner, and STEPHEN A. KOHNERand PATTY KOHNER, husband and wife;, 
ROBERT STUDNEK, a single man, and JAMES STUDNEK AND HELEN STUDNEK, husband and 
wife, as present owners of the Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 
373, being ("Declarant"), executes this Second Amendment to Declaration of Covenants, Conditions 
and Restrictions, to run with the real property herein described herein:

		Section 31, Township 15 North, Range 12 East, of the Gila 
		and Salt River Base and Meridian, Coconino County, Arizona.

	Said Declaration of Covenants, Conditions and Restrictions were hereby recorded on April 3, 
1984, in Docket 971, PAGES 851-876 and amended in Docket 979, pages 153-156 recorded on May 
24th, 1984 in the records of the Coconino County Recorder's Office, Coconino County, Arizona

	The Declarant hereby desires to amend the following Restrictions by adding RONALD L. 
KOHNER and JEAN M. Kohner, his wife, as additional present owners of the Second Beneficial 
Interest in Commonwealth Title of Arizona, Trust No. 373 and amending the Covenants, Conditions 
and Restrictions as follows:

	1.  Article 1 Section 1.27 shall include in the description of the land, all of the real property 
included in Starlight Pines Unit II, according to the plat recorded on the 11th day of June, 1985, in 
Case 4 of Maps, Map 53, records of Coconino County, Arizona.

(The rest of the page has Declarants' and trustee's signatures.)

THIRD AMENDMENT OF DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTION

	This Third Amendment of the Declaration of Covenants Conditions and Restrictions made this 
26th day of June, 1985, by COMMONWEALTH TITLE OF ARIZONA, an Arizona Corporation, as 
Trustee, as legal owner, and ROBERT STUDNEK, a single man; JAMES STUDNEK and HELEN 
STUDNEK, husband and wife;  STEPHEN A. KOHNER and PATRICIA KOHNER, husband and wife; 
and RONALD L. KOHNER and JEAN M. KOHNER, husband and wife, as present owners of the 
Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 373, being ("Declarant"), 
desires to amend and to clarify Article VII of the Declaration of Covenants, Conditions and 
Restrictions recorded on April 3, 1984, in Docket 971, pages 851-876 records of Coconino County , 
Coconino County, Arizona as follows:

	IT IS HEREBY UNDERSTOOD THAT, Article VII, Section 7.1 (ii) shall be clarified as to the 
"Notice of Priority" when establish, that it will apply as to each separate lot in said subdivision located 
on the described legal description.  That the "Notice of Priority" when establish  will be the date of 
priority of the  Assessment Lien as being the date of recordation of the "Notice of Priority".

	Except as stated above all other terms of the Declaration of Covenants, Conditions and 
Restrictions recorded on April 3, 1984 in Docket 971, pages 851-876, records of Coconino County, 
Arizona shall remain the same.

(The rest of the page includes the Trust Officer signature and notary signature.)

FOURTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS, AND 
RESTRICTIONS OF STARLIGHT PINES

	This Amendment to the Declaration of Covenants Conditions and Restrictions is hereby made 
this 23rd day of May,  1985, by COMMONWEALTH TITLE OF ARIZONA, an Arizona Corporation, as 
Trustee, as legal owner, and STEPHEN A. KOHNER and PATTY KOHNER, husband and wife;  
ROBERT STUDNEK, a single man, and JAMES STUDNEK AND HELEN STUDNEK, husband and 
wife;  and RONALD L. KOHNER and JEAN M. KOHNER, husband and wife, as present owners of 
the Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 373, being ("Declarant"), 
executes this Fourth Amendment to the Declaration of Covenants, Conditions and Restrictions, to run 
with the real property herein described herein:

		Section 31, Township 15 North, Range 12 East, of the Gila 
		and Salt River Base and Meridian, Coconino County, Arizona.

	Said Declaration of Covenants, Conditions and Restrictions were hereby recorded on April 3, 
1984, in Docket 971, pages 851-876 and first amendment was recorded on May 24th, 1984, in 
Docket 979 pages 153-156, second amendment was recorded on June 11, 1985, in Docket 1034, 
pages 388-389, third amendment was recorded on July 8, 1985, in Docket 1038, pages 599-601, all 
in the records of the Coconino County Recorder's Office, Coconino County, Arizona

	1.	Article I Section 1.27 shall include in the description of the land, all of the real property 
included in Starlight Pines Unit II, Phase II, according to the plat recorded on the 
________________day of May, 1986, in Case _________ of Maps, Map ____________, records of 
Coconino County, Arizona.

(The remainder of the page is Declarants' and Trustee signatures.)

FIFTH AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS
OF STARLIGHT PINES

	This Fifth Amendment to the Declaration of Covenants Conditions and Restrictions is made 
this 28th day of June, 1988, by COMMONWEALTH TITLE OF ARIZONA, an Arizona Corporation, as 
Trustee, as legal owner, and STEPHEN A. KOHNER and PATTY KOHNER, husband and wife; 
ROBERT STUDNEK, a single man, and JAMES STUDNEK and HELEN STUDNEK, husband and 
wife, as present owners of the Second Beneficial Interest in Commonwealth Title of Arizona Trust No. 
373A, being ("Declarant"), executes this Fifth Amendment to Declaration of Covenants, Conditions 
and Restrictions, to run with the real property herein described herein:

		Section 31, Township 15 North, Range 12 East, of the Gila 
		and Salt River Base and Meridian, Coconino County, Arizona.

	Said Declaration of Covenants, Conditions and Restrictions were hereby recorded on April 3, 
1984, in Docket 971, pages 851-876 and First Amendment was recorded on  May 24, 1984, in Docket 
979 pages 153-156, Second Amendment was recorded on June 11, 1985, in Docket 1034, pages 
388-389, Third Amendment was recorded on July 8, 1985, in Docket 1038, pages 599-601, and the 
Fourth Amendment was recorded on May 5th, 1986, in Docket 1086, pages 560-561, all in the 
records of the Coconino County Recorder's Office, Coconino County, Arizona.

	1.  Article III, Section 3.22 shall have the following provision added to the second paragraph:
On Lots less than one (1) acre in size, two (2) horses are allowed and on lots larger than one 
(1) acre in size, three (3) horses shall be allowed.  In no event shall swine be permitted on a 
lot.

	2.  Article VI is amended as follows:

6.1  Creation of Lien and Personal Obligation.  Each Owner and Member, by acceptance of a 
deed or other conveyance of an interest in a Lot or by acceptance of his Membership, is 
deemed to covenant and agree to pay to the Association Regular Annual Assessments, 
Special Assessments, Capital Improvement Assessments and Reconstruction Assessments, if 
applicable. Such Assessments to be established and collected from time to time as provided in 
this Declaration. The Assessments, together with interest thereon, late charges, attorneys' fees 
and court costs, and other costs of collection thereof, as hereinafter provided, shall be a 
continuing lien the Assessments are made.  The initial Annual Assessment shall be Thirty-six 
Dollars ($36.00) per Lot until changed by the Association..

	6.2  Purpose of Assessments.  The Assessments levied by the Association shall be 	used 
to promote the recreation, health, safety and welfare of the Owners and 	Members, to enhance the 
quality of life within the Project, to preserve the value of 	the Property, to pay the costs of 
administration of the Association and all other 	common expenses, or to otherwise further the 
interests of the Association.

	6.3  Assessments.  Each Owner shall pay as his Regular Assessment such 	Member's 
proportionate share of the common expenses which shall be equal to the 	share payable by every 
other Owner, Except as otherwise specifically provided 	here, payment of Regular Assessments 
shall be in such amounts and at such times 	as may be provided in the Articles and Bylaws or as 
determined by the 	Association.

	6.3.1  Not later than sixty (60) days prior to the beginning of each fiscal year of the 
	Association, the Association shall make available for review by each Owner and 	Member at 
the Association's office during reasonable times a pro forma operating 	statement or budget for 
the upcoming fiscal year which shall, among other things, 	estimate the total common expenses to 
be incurred for such fiscal year.  The 	Association shall, at that time, determine the amount of the 
Regular Assessment to 	be paid by each Member and notify the Member thereof.  Each Member 
shall 	thereafter pay to the Association his Regular Assessment in semi-annual 	installments.  Each 
such installment shall be due and payable on the date set forth 	in the written notice sent to 
Members, which shall be on the first day of each 	semi-annual date unless changed by the 
Association.

	6.4  Member's Initial Contribution of Assessment.  Each Lot Owner shall make an 	initial 
contribution to the Association by paying an amount equal to the cost of the 	first year of the 
Regular Assessment.  These funds shall be paid by the Member 	upon the close of escrow at the 
time each Lot is sold