Sec 2 Amendment 1

KELLIWOOD TERRACE

FIRST AMENDMENT

TO

DEED RESTRICTIONS

FOR

KELLIWOOD TERRACE, SECTION TWO (2)

THE STATE OF TEXAS

COUNTY OF FORT BEND

WHEREAS, LOCHMERE DEVELOPMENT COMPANY, INC., as Declarant, caused that certain instrument entitled "Deed Restrictions -- Kelliwood Terrace, Section Two" ("the Restrictions") to be recorded on August 20, 1991 in Volume 2327, Page 1964, of the Deed Records of Fort Bend County, Texas, which instrument imposes various covenants, conditions and restrictions governing the use of the following real property:

Kelliwood Terrace, Section Two (2), a subdivision in Fort Bend

County, Texas according to the plat thereof recorded on Slide No.

1100B of the Plat Records of Fort Bend County, Texas.

and,

WHEREAS, paragraph 27 of the Restrictions reserves to Lochmere Development Company, Inc., for a period of seven (7) years from the date the Restrictions were recorded, without the joinder or consent of any other party, the authority to amend the Restrictions when, in its option, an amendment will beneficially affect the overall plan of development for Kelliwood Terrace, Section Two (2); and

WHEREAS, Lochmere Development Company, Inc. has determined that the amendments set forth below will beneficially affect the overall plan of development for Kelliwood Terrace, Section Two (2);

NOW THEREFORE, Lochmere Development Company, Inc. does hereby amend the Restrictions, as follows:

1. The following provisions are hereby added at the end of paragraph 27 of the

Restrictions:

Notwithstanding anything in these Restrictions to the contrary, no

amendment which would have the effect of de-annexing the

Subdivision and removing it from the jurisdiction of Kelliwood

Fund, Inc. or eliminating the covenant subjecting each lot in the

Subdivision to an annual maintenance assessment payable to

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Kelliwood Fund, Inc. shall be effective unless the amendment document is executed by the Secretary of Kelliwood Fund, Inc. certifying that the amendment was approved by not less than a majority of the entire Board of Directors of Kelliwood Fund, Inc. at a meeting of the Board duly called and held for the purpose of considering the amendment. Further, no amendment to the Restrictions which would have the effect of deleting the requirement that Kelliwood Fund, Inc. approve an amendment removing the Subdivision from its jurisdiction or eliminating the covenant subjecting each lot in the Subdivision to an annual maintenance assessment payable to Kelliwood Fund, Inc. shall be effective unless the amendment is executed by the Secretary of Kelliwood Fund, Inc. certifying that the amendment was approved by not less than a majority of the entire Board of Directors of Kelliwood Fund, Inc. at a meeting of the Board duly called and held for the purpose of considering the amendment.

EXECUTED on the date set forth below to be effective upon recording in the Real Property Records of Fort Bend County, Texas.

LOCHMERE DEVELOPMENT COMPANY, INC.

BACK: SEC. TWO

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