THIS DECLARATION OF BUILDING RESTRICTIONS AND COVENANTS FOR GREENLEAF ESTATES-I, WEST LAMPETER TOWNSHIP, LANCASTER COUNTY, PENNSYLVANIA (hereinafter referred to as the "Declaration") is made this _____ day of December, 2005 by JPM Lampeter LLC, a Pennsylvania limited liability company (hereinafter referred to as the "Declarant" OR "Developer"), having a mailing address of P.O. Box 291, Lititz, PA 17543.

WHEREAS, Declarant is the legal owner of a certain tract of land consisting of approximately 7.41 acres, more or less, situate in the Township of West Lampeter, Lancaster County, Pennsylvania (hereinafter referred to as the "Premises"). The Premises has been subdivided into nineteen (19) lots (individually, a "Lot" and collectively, the "Lots"), which is more fully described on Exhibit "A" attached hereto and incorporated herein by reference and depicted on a plan of Greenleaf Estates-I dated March 24, 2005, last revised August 31, 2005 and prepared by Navaro & Wright, which was recorded in the Office of the Recorder of Deeds for Lancaster County, Pennsylvania (hereinafter referred to as the "Plan") and which is now known as "Greenleaf Estates-I" (hereinafter referred to as "Greenleaf Estates-I"); and

WHEREAS, it is the Declarant’s intention to create and impose upon each of the Lots of Greenleaf Estates-I certain covenants, conditions, reservations and restrictions, said covenants, conditions, reservations and restrictions to be in addition to any set forth in the West Lampeter Township Zoning Ordinance, the West Lampeter Township Land Development and Subdivision Ordinance or any other governing ordinances, statutes, rules or regulations and those set forth on the Plan;

WHEREAS, Declarant further intends to provide for the ongoing maintenance and repair of the areas designated as roads, streets, road or street right of way, open space or common area (collectively, the "Common Areas") in the Plan; and

WHEREAS, Declarant has deemed it desirable, for the above mentioned purposes, to create an organization or association to which shall be assigned the powers and obligations of administering and enforcing the covenants and restrictions, maintaining the Common Areas and collecting and disbursing the assessments and charges hereinafter created. Except as otherwise herein specifically provided, the Declarant intends to assign to the Association at such times, from time to time, as it shall determine, the various powers of administration and enforcement reserved unto the Developer herein.

NOW, THEREFORE, DECLARANT INTENDING TO BE LEGALLY BOUND HEREBY does hereby create, grant and declare the following covenants, conditions, reservations and restrictions, which shall apply to all Lots in Greenleaf Estates-I which are part of the Property, as more fully described on Exhibit "A" attached hereto and incorporated herein by reference, and, except as set forth herein, shall pass with each Lot in Greenleaf Estates-I and shall bind the respective successors of interest of the Declarant, and shall be of benefit to all other owners of Lots in Greenleaf Estates-I, and shall run with the land and are as set forth below:

ARTICLE I

DEFINITIONS

Words not defined in the preamble hereto shall have the following meanings:

1.1. "Association" shall mean and refer to the Greenleaf Estates-I Homeowners Association, a Pennsylvania nonprofit corporation having as its members the property Owners of Greenleaf Estates-I.

1.2. "Home-Sites" shall mean Lots.

1.3. "Member" shall mean and refer to the Declarant, until all Lots are sold, and the Owners of the Lots who have satisfied the requirements for membership in the Association as specified herein.

1.4. "Owner" shall mean and refer to the record owner (from time to time) (including Declarant) of the fee simple interest in a Lot and the single family residence that has been constructed thereon, excluding those having such interest merely as a security for the performance of any obligation; i.e. mortgagees or judgment holders.

1.5. "Properties" shall mean and refer to the Lots within the Premises.

ARTICLE 11

PROPERTIES SUBJECT TO DECLARATION

2.1. The Properties which are, and shall be, held, transferred, sold, conveyed and occupied subject to this Declaration are more particularly described in Exhibit "B." attached hereto and made a part hereof.

ARTICLE III

ASSOCIATION MEMBERSHIP AND BOARD OF DIRECTORS

3.1. Membership. Every Owner of a Home-Site shall be a Member of the Association, organized for the purposes described in the preamble above. Membership shall be appurtenant to and may not be separated from ownership of any Home-Site. Membership shall include an undertaking by an Owner to comply with and be bound by the Articles of Incorporation, Bylaws and amendments thereto, this Declaration, and the policies, rules, and regulations at any time adopted by the Association in accordance with the Bylaws. Membership in the Association shall terminate on such Member's ceasing to be an Owner of a Home-Site.

Subject to the limitations set forth herein, each Member in good standing shall be entitled to vote on each matter submitted to a vote of the Members. A Member shall have one (1) vote for each Home-Site owned by such Owner. When more than one (1) person holds an interest in any

Home-Site, all such persons shall be Members. The vote for such Home-Site shall be exercised as such persons among themselves may determine, but in no event shall more than one (1) vote be cast with respect to any Home-Site. Any such joint Owners shall designate and register with the Secretary of the Association the name of that Owner entitled to cast such single vote.

At membership meetings all votes shall be cast in person, or by proxy registered with the Secretary.

During any period in which a Member shall be in arrears for thirty (30) days or more in the payment of any annual or special dues or assessments by the Association, such Member shall be considered in default and the voting rights and any rights as an officer and director of such Member shall be suspended by the Board until such dues have been paid.

3.2. Board of Directors. A Board of Directors shall be established pursuant to By-Laws to be adopted by the Association, which Board of Directors shall be empowered to make, establish, promulgate, amend or repeal rules and regulations from time to time.

3.3. Liability of Board Members. No director of the Association shall be personally liable to any Owner, or to any other party, for any damage, loss or prejudice suffered or claimed on account of any act or omission of the Association, the Declarant, the Board of Directors, or any other representative of the Association; and the Association shall indemnify and hold harmless such director from and of all claims and demands and expenses (including reasonable counsel fees) arising by reason of any alleged wrongful act or omission. However, the provisions of this Section shall not apply to the responsibility or liability of a director pursuant to any criminal statute. In the event that this Section is amended, rescinded, repealed or altered, the provisions of this Section shall continue to apply to the wrongful acts or omissions of a director occurring prior to such amendment, rescission, repeal or alteration. Nothing contained herein shall be construed to limit the liability of the Association.

ARTICLE IV

CONSTRUCTION OF COMMON AREAS WITH MAINTENANCE PROVISIONS

4.1. Construction of Common Areas. Declarant, as Developer of Greenleaf Estates-I, covenants and agrees to construct the Common Areas as shown on the Plan.

4.2. Maintenance. The Common Areas shall be maintained in a manner sufficient to meet the design standards and specifications set forth in the Plan, including but not limited to the following:

4.3. Responsibility for Maintenance. Developer shall pay all costs of maintaining the Common Areas until eleven (11) Home-Sites are sold. After eleven (11) Home-Sites are sold, the Common Areas shall be maintained by the Lot Owners through the Association.

ARTICLE V ASSESSMENTS

5.1. Lien of Assessments. Developer hereby covenants and each Owner of any Home-Site by acceptance of a deed therefor, whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the Association:

The annual and special assessments together with interest, costs and reasonable attorneys' fees, shall be a charge on the land and shall be a continuing lien upon the Lot against which such assessment is made. Each such assessment, together with interest, costs, and reasonable attorneys' fees, shall also be the personal obligation of the person who was the Owner of the Home-Site at the time when the assessment fell due. The personal obligation for the delinquent assessments shall not pass to his successors in title unless expressly assumed by them.

5.2. Purpose of and Authority to Levy Annual Assessments. The annual assessments levied by the Association shall be used exclusively for:

5.4. Purpose of and Authority to Levy Special Assessments. The special assessments levied by the Association shall be used exclusively for extraordinary expenditures not originally included in the annual budget and capital expenditures which may become necessary which are approved by two-thirds (2/3) of the Members who are entitled to vote in person or by proxy.

5.5. Uniform Rate of Assessment. Annual assessments must be fixed at a uniform rate for all Home-Sites and may be collected on an annual, quarterly, or monthly basis, as shall be determined by the Board of Directors. Special assessments must be fixed at a uniform rate for all Home-Sites. Special assessments may be collected on an annual, quarterly, or monthly basis, as shall be determined by the Board of Directors.

5.6. Due Date. Written notice of the annual assessment shall be sent by the Board of Directors to every Owner subject thereto during the first quarter of each fiscal year. The due date shall be established by the Board of Directors. The Due Date for special assessment shall be as established by the Board of Directors. The Association shall, on demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting forth whether the assessments on a specified Lot have been paid.

5.7. Effect of Non-Payment. Any assessment not paid within thirty (30) days after the due date shall bear interest from the due date at the rate of fifteen percent (15%) per annum. The Association may bring an action at law against the Owner personally obligated to pay the same,

or foreclose the lien against the Lot, and interest, costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability for the assessments provided for herein by abandonment of his or her Lot. To further secure this obligation, the Owner of each Lot, by the execution of a document acknowledging receipt of a copy of the Bylaws, hereby irrevocably authorizes the Prothonotary or any attorney of any court of record to appear for them at any time and confess judgment, without process, in favor of the Association for such amount as may appear to be unpaid thereon, whether due or not, together with costs and attorney's fees in the amount of five percent (5%) and to waive and release all errors which may intervene in any such proceedings and to consent to immediate execution upon such judgment, hereby ratifying and confirming all that their said attorney may do by virtue hereof.

5.8. Subordination of Lien to Mortgage. The lien of the assessment provided for herein shall be subordinate to the lien of any first mortgage and second mortgage. Sale or transfer of any Lot shall not affect the assessment lien. However, the sale or transfer of any Lot pursuant to mortgage foreclosure or any judicial proceeding in lieu thereof on any first mortgage or second mortgage shall extinguish the lien of such assessments as to payments which became due prior to such sale or transfer. No sale or transfer shall relieve such Lot from liability for any assessments thereafter becoming due or from the lien thereof.

ARTICLE VI

COVENANTS AND RESTRICTIONS

6.1. Vehicles. No unlicensed motor vehicles, trailers of any type or kind or habitable motor vehicles of any nature shall be kept or stored on any part of the Lots in Greenleaf Estates-I, except within an enclosed garage or in the case of temporary loading and unloading ("temporary" shall mean no longer than a twenty-four (24) hour period). No commercial vans or commercial trucks exceeding 6,800 lbs. (gross vehicle weight) of any nature shall be parked overnight except in an enclosed garage. Nothing herein contained shall be construed to prevent the placement or parking of construction equipment and accessories reasonably required for the construction of the structures permitted hereunder.

6.2. Signage. No billboards or advertising signs of any character shall be erected, placed, permitted or maintained on any Lot or improvement thereon, except for a "For Rent" or "For Sale" sign, which shall not exceed one (1) sign per Lot, and which shall expressly refer only to the premises on which such sign is displayed. Permitted "For Rent" or "For Sale" signs shall not exceed five (5) square feet in size and not to exceed one (1) sign per lot.

6.3. Material Storage. Lots shall not be used in whole or in part for the storage of rubbish of any character whatsoever, nor for the storage of any property or thing that will cause such Lot to appear in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any substance, thing or material be kept upon any Lot that will emit foul or obnoxious odors, or that will cause any noise that will or might disturb the peace, quiet, comfort or serenity of the occupants of surrounding Lots. No rubbish, trash, garbage, scrap metal, waste, new or used lumber or wood (except lumber or wood to be used in constructing a dwelling on a Lot and firewood to be used in fireplaces in dwellings erected on Lots, provided such firewood is stacked no higher than five feet (5’) shall be placed or permitted on the exterior of any Lot; provided, however, usual household trash and rubbish may be kept in closed sanitary containers at curb side for collection purposes only on the day such trash and rubbish is to be collected. No garbage or trash containers shall be located in the front or side lawn area of a Lot for more than a twenty-four (24) hour period. No wash poles, lines or clothing shall be exposed in any front or side yard area of a Lot.

6.4. Single Family Residences Only. Lots in Greenleaf Estates-I, and each and every one thereof, are for single-family residential purposes only. No improvements or structures whatsoever, other than a single-family private dwelling house, patio walls, swimming pool and customary outbuildings, garage and carport (which shall be subject to the provisions set forth in Paragraph 6.12 below), may be erected, placed or maintained on any Lot.

6.5. Animals. No animals, insects, birds or fowl shall be kept or maintained on any Lot in Greenleaf Estates-I, except dogs, cats and pet birds which may be kept thereon, not to exceed three (3) of any kind including any offspring of such animals while under six (6) months of age, as pets for the pleasure and use of the occupants but not for any commercial use or purpose. Birds shall be confined in cages. All such animals shall be kept and maintained in compliance with all applicable ordinances of the Township of West Lampeter.

6.6. Antennas. No radio towers, television antennas or similar structures shall be erected, placed, permitted or maintained on any Lot in Greenleaf Estates-I, except satellite dishes not exceeding eighteen inches (18") in diameter.

6.7 Fencing. No fencing or other barrier shall be constructed along the front portion of any Lot up to the rear wall of any dwelling located thereon; provided, however, subject to the provisions set forth in Paragraph 6.12 below, split-rail, chain link, vinyl or painted wooden board fences shall be permitted in the rear portions of a Lot, which fences shall not exceed five feet (5’) in height, unless otherwise directed by virtue of municipal ordinances of the Township of West Lampeter.

6.8. Construction. No private dwelling house erected upon any Lot shall be occupied in any manner while in the course of construction, nor at any time prior to its being fully completed, as herein required, nor shall any residence, when completed, be in any manner occupied until made to comply with the approved plans and all covenants, conditions, reservations and restrictions herein set forth. All construction shall be completed within a reasonable time from the commencement of constructions. No temporary house, temporary dwelling, temporary garage, trailer home or other temporary structure shall be placed or erected upon any Lot. Notwithstanding the foregoing, Declarant shall be entitled to construct upon any Lot a model home or place upon any Lot a temporary structure for the purpose of sales and administrative functions related to the Premises.

6.9. Design Review. All building plans for any building or structure to be erected upon any Lot, the proposed location of any building or structure upon any Lot, any changes after approval thereof, and any remodeling, reconstruction, alteration or addition to any building, driveway or other structure upon any Lot, shall require the approval in writing of the Declarant or its successors and assigns. Before beginning the construction of any driveway, building or other structure whatsoever, or remodeling, reconstruction or alteration of any driveway or structure upon any Lot, the person or persons desiring to erect, construct or modify the same shall submit to the Declarant for approval two (2) complete sets of driveway plans showing the location, course and width of same, and two (2) complete sets of building plans and specifications for the building or other structure, as applicable, so desired to be erected, constructed or modified. No structure of any kind, the plans and specifications of which have not received the written approval of the Declarant and which does not comply fully with such approved plans and specifications shall be erected, constructed, placed or maintained upon any Lot. No bi-level or log cabin construction shall be permitted on any Lot. Approval of such plans and specifications shall be evidenced by written endorsement of Declarant, its successors or assigns, on such plans and specifications. No changes or deviations in or from such plans and specifications as approved shall be made without the prior written consent of Declarant, its successors or assigns, who shall not be responsible for any structural defects in such plans or specifications or in any building or structure erected according to such plans and specifications. Plans and specifications may be rejected for purely aesthetic reasons.

(a) ranch style house - one thousand six hundred (1,600) square feet;

(b) one and one-half story style house - one thousand seven hundred fifty (1,750) square feet of living space on the first floor;

(c) two-story style house - one thousand eight hundred fifty (1,850) square feet.

6.11. Storm Water Facilities. Maintenance and ownership of detention ponds, storm water pipes, swales and all other storm water related facilities located outside of the road right-of-ways of the Premises is the responsibility of the Developer until eleven (11) of the Home-Sites are sold. After eleven (11) of the Home-Sites are sold, the maintenance of the Storm Water Facilities shall be the responsibility of the Lot Owners through the Association.

6.12. Easements and Rights of Way. Notwithstanding anything to the contrary contained in this Declaration (i) nothing shall be placed, planted, constructed and/or installed within any easement areas which are shown on the Plan and which would, within the sole discretion of West Lampeter Township, hinder the purposes for which such easements were created; (ii) sanitary sewer easements shall remain free and clear of all impediments including, but not limited to, buildings, sheds, decks, pools, fences, trees and large shrubs; and (iii) no regrading, without the prior written consent of West Lampeter Township, shall be performed.

ARTICLE VII

GENERAL PROVISIONS

7.1. Standard of Reasonableness. The rights reserved unto the Developer in this section shall not be unreasonably employed and shall be used only where necessary to effect the stated intents and purposes of this Declaration.

7.2. Enforcement. The conditions and restrictions contained in this Declaration and in any addendum or amendment to this Declaration shall be covenants running with the land and shall operate for the benefit of, and may be enforced by the Developer, the Association or by the Owner of any Lot. Violation of any of the provisions contained herein is hereby declared and agreed to be nuisance which may be remedied by appropriate legal proceedings. The failure to enforce or restrain the breach of any provision herein contained shall in no way be deemed a waiver of the right to enforce or restrain such breach, or any future breach, or as a waiver of such provision.

7.3. Covenants Running With the Land Duration and Amendment. The covenants set forth in this Declaration or in any amendment to this Declarant shall be binding on all persons claiming under them in perpetuity, except as limited in Paragraph 6.13. This Declaration may be amended by an instrument signed by not less than 75% of the Lot Owners. An amendment shall not be effective unless recorded.

7.4 Severability. Invalidation of any one of these covenants by judgment or court order shall in no way affect any of the other provisions which shall remain in full force and effect.

7.5 Supplement. These conditions, covenants, obligations and restrictions shall be in addition to any applicable provisions of any present or future zoning law or ordinance, and no provision hereof shall be deemed to authorize any act in violation of any such present or future law or ordinance.

7.6 Assignment. Developer reserves the right to assign in whole or in part the authority reserved by Developer to administer and enforce the provisions of the Declaration to the Association.

7.7. No Waiver. No delay or omission on the part of Declarant, its successors and assigns, or the owners of Lots in exercising any right, power or remedy herein provided in the event of any breach of the covenants, conditions, reservations or restrictions herein contained, shall be construed as a waiver thereof or acquiescence therein and no right of action shall accrue nor shall any action be brought or maintained by anyone whatsoever against Declarant, its successors or assigns, or on account of the failure to bring any action on account of any breach of these covenants, conditions, reservations and restrictions, or for imposing the covenants, conditions, reservations or restrictions herein which may be unenforceable.

7.8. Additional Property. Declarant hereby reserves the right to subject additional residential property to the covenants, conditions, reservations and restrictions set forth in this Declaration .

7.9 Rights of West Lampeter Township. Declarant hereby grants to the Township of West Lampeter (the "Township") the right to:

IN WITNESS WHEREOF, the undersigned, being the Declarant herein, and INTENDING TO BE LEGALLY BOUND HEREBY, has caused this Declaration of Building Restrictions and Covenants for Greenleaf Estates-I to be executed as of the day and year first above written.

COMMONWEALTH OF PENNSYLVANIA )

COUNTY OF LANCASTER )

On this the ______ day of December, 2005, before me, a notary public, the undersigned officer, personally appeared Mark R. Will, who acknowledged himself to be a Member of JPM Lampeter LLC, a Pennsylvania limited liability company, and that as such, being authorized to do so, acknowledged the foregoing instrument for the purpose therein contained by signing the name of JPM Lampeter LLC by himself as Member.

COMMONWEALTH OF PENNSYLVANIA )

COUNTY OF LANCASTER )

On this the ______ day of December, 2005, before me, a notary public, the undersigned officer, personally appeared John R. Hoffer, who acknowledged himself to be a Member of JPM Lampeter LLC, a Pennsylvania limited liability company, and that as such, being authorized to do so, acknowledged the foregoing instrument for the purpose therein contained by signing the name of JPM Lampeter LLC by himself as Member.

COMMONWEALTH OF PENNSYLVANIA )

)SS:

COUNTY OF LANCASTER )

On this the ______ day of December, 2005, before me, a notary public, the undersigned officer, personally appeared Fabio Pini, who acknowledged himself to be President of C&F, Inc., a Member of JPM Lampeter LLC, a Pennsylvania limited liability company, and that as such, being authorized to do so, acknowledged the foregoing instrument for the purpose therein contained by signing the name of C&F, Inc. by himself as President.

JOINDER BY MORTGAGEE

Susquehanna Bank PA ("Mortgagee") as holder of a certain mortgage on the within described Premises, which mortgage, in the amount of $________, is dated December, 2005, and is recorded or is about to be recorded in the Recorder of Deeds Office in and for Lancaster County, Pennsylvania, as well as any other mortgages which Mortgagee may now or hereafter hold on the Premises (all such mortgages hereinafter collectively referred to as the "Mortgages"), joins in, consents to, and expressly approves the grant of easements and other rights and privileges described in the attached Declaration of Building Restrictions and Covenants for Greenleaf Estates-I (the "Agreement").

The Mortgagee, for itself, its successors and assigns (which shall include any assignee of the Mortgages and any purchaser of the Premises at a sale in foreclosure of the Mortgages or otherwise), hereby covenants and agrees that the rights and privileges herein granted with respect to the Premises shall not be terminated or disturbed by reason of any foreclosure or other action which may be instituted by the Mortgagee, its successors and assigns, as a result of any default under the Mortgages or the debt instruments that such Mortgages secure. Mortgagee by consenting to the Agreement shall not by virtue of its interest as Mortgagee be deemed to have undertaken any of the obligations of the Grantor under the Agreement, including but not limited to construction, maintenance, inspection or indemnification.

IN WITNESS WHEREOF, Mortgagee hereby joins in the execution of the Agreement as of this ___________ day of December,2005.

ATTEST:_______________________ By:___________________________

Name:

Title:

COMMONWEALTH OF PENNSYLVANIA )

COUNTY OF LANCASTER )

On his, the _______ day of December, 2005, before me, a Notary Public, the undersigned officer, personally appeared ________________, who acknowledged ________ self to be the _____________ of Susquehanna Bank PA, a corporation, and that as such officer being authorized to do so, acknowledged the foregoing instrument for the purpose therein contained by signing the name of the Susquehanna Bank PA.

EXHIBIT "B"

LOTS SUBJECT TO DECLARATION

Lots 1-19 as shown on the Plan.

Lots 7 and 16 shall be subject to this declaration except as modified herein: (1) Lots 7 and 16 shall be subject to the provisions of Article 6.9, except the review standard shall be the reasonable discresion of the Declarant for the intitial structure to be built on Lots 7 and 16, and (2) notwithstanding anything to the contrary herein, Lots 7 and 16 shall be entitled to have constructed upon them the ancillary structure shown on the Plan as well as a quail box for the raising of quail as a hobby.