(OFFICIAL RECORDS Reference#: 1427, 181, 19542)

AMENDMENTS TO

RESTRICTIONS AND COVENANTS GOVERNING PROPERTY

AND LOTS IN QUAIL VALLEY SUBDIVISION,

GLENN LAKES SECTION III, A SUBDIVISION

IN THE DAVID BRIGHT LEAGUE A-13,

 FORT BEND COUNTY, TEXAS

OWNED BY MC NAUGHTON & CO.,

MISSOURI CITY, TEXAS

THE STATE OF TEXAS

KNOW ALL MEN BY THESE PRESENTS:

COUNTY OF FORT BEND

THAT, WHEREAS MacNaughton & Co., hereinafter called MacNAUGHTON, a Texas corporation, acting by and through its duly authorized officers did restrict that certain subdivision known as QUAIL VALLEY SUBDIVISION, GLENN LAKES, SECTION III, such subdivision plat being recorded in the Plat Records of Fort Bend County, Texas in Slide No. 630B.

WHEREAS such restrictions are dated October 27, 1983, and recorded in the Deed Records of Fort Bend County, Texas in Book 1336, Page 820.

WHEREAS MacNAUGHTON desires to amend such restrictions and covenants as to Section B, Paragraph 17, “Right of Mortgagees,” whereas the vendors lien reserved therein as security for the payment of the annual and special assessments set out therein, shall be subject, subordinate, inferior and secondary to all liens, mortgages, and encumbrances.

NOW THEREFORE, MacNAUGHTON does hereby amend and modify the above described restrictions covering said Quail Valley Subdivision, Glenn Lakes, Section III by amending Paragraph 17 as follows:

17.  Right of Mortgagees

Any violation of any of the easements, agreements, restrictions, reservations or covenants contained herein shall not have the effect of impairing or affecting the rights of any mortgagee, guarantor, or trustee under any mortgage or deed of trust outstanding against the lot, at the time that the easement, agreements, restrictions reservations or covenants are violated.

The vendor’s lien, reserved herein as security for the payment of the annual and special assessments set out herein, shall be subject, subordinate, inferior, and secondary to all liens, mortgages, and encumbrances, whether now or hereafter existing, and (i) given to secure the payment of the purchase price of all or an part of the real property (or any improvements thereon), comprising Quail Valley Subdivision, a subdivision in Fort Bend County, Texas.

The giving of thirty (30) days written notice to the holders of all outstanding indebtedness secured by a lien, mortgage or encumbrance made superior hereby of any proposed proceedings (judicial or otherwise) shall be a condition precedent to any such enforcement.  The Notice herein required shall be sent by registered or certified mail, return receipt requested, with all postage prepaid to said holders and shall include a statement of the assessments and the non payment of which is the basis of said proposed proceeding.

The 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 proceeding in lieu thereof shall extinguish the lien of such assessments as to payments, which become due prior to such sale or transfer.  No sale or transfer shall relieve such lot from liability or any assessments thereafter becoming due or from the lien thereof.

In all other respects the hereinabove described restrictions are ratified and reaffirmed.