TABLE OF CONTENTS

Article IV     Easements
Article V     Assessments

AMENDMENT TO AMENDED AND RESTATED DECLARATION FOR ESPERANZA ESTATES HOMEOWNERS ASSOCIATION

This Amendment to the Amended and Restated Declaration of Covenants!

Conditions and Restrictions which were recorded on May 11, 2001 at Docket 11547 at Page 1857, was adopted on the 16th day of January, 2006 by the affirmative vote of more than 51 % of the members of ESPERANZA ESTATES HOMEOWNERS ASSOCIATION, INC., ["Association!'] an Arizona Nonprofit Corporation, in the manner set forth in Section 14.2 of such Declaration.

NOW, THEREFORE, the undersigned being the President and Secretary. of the Association, certify that more than 51 % of the Members of the Association have affirmatively voted in favor of adopting this Amendment to the Amended and Restated Declaration of Covenants, Conditions and Restrictions. '

Section 9.2 is deleted in its entirety and the following new Section 9.2 IS substituted in its place.

9.2.1

9.2.2.

Statement of Policy: To promote uniformity within Esperanza Estates and to ensure the attractive appearance of the subdivision, it is the policy in Esperanza Estates that all vehicles must be kept in the garage whenever possible.

Restrictions on certain vehicles: No Owner can park or permit to be parked in any driveway, or on any street, or in any patio or front or rear yard of any lot, or on any common area, any of the following types of vehicles:

          1.        any vehicle containing living or sleeping, and/ or toilet areas;

2.

boat trailer, luggage trailer, travel trailer, house trailer, mobile home or similar vehicle except for brief stops necessary for loading and unloading or preparing for a trip. Such vehicles may be parked in the garage or carport. The term "brief stops" means parked outside of the garage or carport for not more than 48 continuous hours. This period cannot be extended by moving the vehicle and returning it to circumvent the parking restriction. No more than four (4) Brief Stops of these vehicles in any calendar quarter are permitted up to a maximum of eight (8) Brief Stops in any calendar year.

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3. No vehicle with advertising or commercial lettering is allowed to park in any driveway, or on any street, unless parked temporarily while actually doing business with or providing services to an owner.

4. Any vehicle type which fits inside of the garage and will be regularly garaged, is authorized.

5. Any unregistered vehicle, or vehicle without current license plates is prohibited except in the enclosed garage.

6. Any pick-up which will be parked in the garage is allowed.

Pick-up trucks are authorized to be parked in the driveway

unless:

2. the pick-up truck has advertising or commercial lettering on it;

3. the pick-up truck has a visible load in the bed, except during the time that of actual loading or unloading.

4. These prohibitions do not apply to yard workers or service personnel engaged in actual work at a Lot.

7.

Parking in Quad Driveways. With regard to Lots with quad driveways, those driveways are located in the Common Areas. The Owners of such Lots may temporarily park authorized vehicles in the respective driveways, provided they park as close as possible to their garages and provided further that they do not block any other owner from reaching  another garage. All other parking restrictions set forth in this section including recreational and other vehicle parking apply to the quad driveways. The right to park in the quad driveways located in the common areas does not negate the other restrictions set forth in this Declaration regarding the use and occupancy of the common areas.

8.

Blocking of Sidewalks. No vehicle may be parked in the

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subdivision in a manner that blocks or significantly impairs pedestrian travel on any sidewalk.

7. Storage of Vehicles in Driveways Prohibited. No vehicle may be stored on the Lot or left in the driveway in a condition where the immediate use of the vehicle is not possible, such as on blocks, or covered with a tarp.

10. Exemption for Emergency Vehicles. No restriction affects any emergency vehicle actively engaged within the subdivision.

11. Visitors & Guests. The Board of Directors may adopt rules regarding the issuance of permits to allow temporary, short­ term parking of authorized vehicles by visitors and guests within the subdivision.

Effective date: These amendments to the Declaration become effective upon the recordation of this amendment in the Office of the Pima County Recorder in accordance with Article 14.2. of the Declaration.

Dated: January 18, 2006

ESPERANZA ESTATES HOMEOWNERS ASSOCIATION, INC.

By:    /s/ Max B. Perry

                President

ATTEST:

/s/  Sheila Bennen

      Secretary

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STATE OF Arizona

) ss:

COUNTY OF Puma

     SUBSCRIBED, SWORN TO AN ACKNOWLEDGED before me this 18th day of

January, 2006, by Max B. Perry and Sheila A. Bennen,

President and Secretary, respectively, of ESPERANZA ESTATES HOMEOWNERS

ASSOCIATION, INC.

                                                    /s/ Silvia Astorga

                                                    Notary Public 

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business activity does not involve any person conducting such business who does not reside on the Properties or door-to-door solicitation of residents of the Properties; (d) the existence or operation of the business does not increase that Lot's use of Common Area over that which is standard for a single family residence; (e) the existence or operation of the business does not require customers or delivery trucks to visit the residence; and (f) the business activity does not constitute a nuisance, or a hazardous or offensive. use, or cause the owners to violate any other provisions of this Declaration, or threaten the security or safety of other residents of the Properties, as may be determined in the sole discretion of the Board.

9.1.3

Subdividing. No Owner is permitted to subdivide a Lot or Lots to construct an additional residence.

Section 9.2

Parking;

SECTION 9.2.1 AND 9.2.2 AMENDED JANUARY 16,2006

PIMA COUNTY RECORDER DOCKET: 12725 PAGE 5348-51

PLEASE REFER TO THE ATTACHED FOUR (4) PAGES AT

THE END OF THIS DOCUMENT.

Section 9.3

Antennae: The installation of all exterior antennae and other devices for the transmission or reception of radio and television signals, including satellite dishes, are subject to the Telecommunications Act of 1996, as amended from time to time.

Amended and Restated Covenants, Conditions and Restrictions for Green Valley Esperanza Estates

April 2001

Page 13 of 28 Pages

Section 9.4

Section 9.5

Section 9.6

Section 9.7

9.7.1

9.7.2

9.7.3

Pets: No wild animals, farm type animals or poultry may be kept as pets anywhere in the subdivision. Pets may be kept on a Lot and are limited to no more than two (2) dogs or cats, two (2) domesticated birds other than poultry. Pets must be kept enclosed within the walls on the Lot, except when in transport or being walked. All pets must be leashed when being walked. Any excrement deposited by a pet anywhere within the subdivision must be removed at the time of deposit by the person in control of the animal or by the Owner and disposed of in the Owner's trash facilities. Owners must be responsible for their pets and prevent them from creating a nuisance. The Board has the discretion to determine if any animal is a nuisance and to request its removal from the Lot.

Signs: No advertising signs, posters or billboards of any type may be erected or displayed within the properties, except for one "For Rent" or "For Sale" sign per Lot which shall not be larger than five (5) square feet in size.

Noise: No Owner shall engage in any activity, or permit any activity to occur on a Lot which results in unusually loud or obtrusive sounds or which is a nuisance.

Restrictions to Assure the Subdivision as Housing for Older Persons:

It is declared, and each Owner acknowledges and agrees by acceptance of title to a Lot, that the Lots shall be used solely as housing for older persons within the meaning of the Federal Fair Housing Act of 1968, as amended in 1988, and as it may be otherwise amended. Accordingly, occupancy of each and every Lot in the subdivision, including occupancy under any oral or written rental agreement, shall be governed and restricted as follows:

No person under the age of fifty-five (55) may reside on any Lot unless a person who is age 55 or older, also resides on that Lot, except as provided for Section 9.7.3.

All Lots shall be used as housing for older persons, within the meaning of the Federal Fair Housing Act, as amended from time to time.

In the event of the death of a resident who is age 55 or older, or in the event of any other unforeseen event or circumstances ["Event"], the co-resident may continue to occupy the residence in violation of the restriction, provided that such person(s) shall vacate the Lot within nine-months from the date of the Event. As an exception to this Section, if the person age 55 or older dies or ceases to be a resident

Amended and Restated Covenants, Conditions and Restrictions for Green Valley Esperanza Estates

April 2001

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