BOOK 224 PAGE 759



                                     SEASONS TRACE, SECTION VI


           This Declaration, made on the date hereinafter set forth by Seasons Trace Development,
Inc., hereinafter referred to as "Declarant".


           WHEREAS, Declarant is the owner of certain property in the County of James City, the Commonwealth of Virginia,
which is more particularly described in Appendix "A" attached. NOW, THEREFORE, Declarant hereby declares that all of
the properties described above shall be held, sold and conveyed subject to the following easements, restrictions, covenants and
conditions, which are for the purpose of protecting the value and desirability of, and which shall run with, the real property and
which shall be binding on all parties having any right, title or interest in the described properties or any part thereof, their heirs,
successors and assigns, and shall inure to the benefit of each owner thereof.

                                                     ARTICLE I


           SECTION 1.  "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of a fee
simple title to any lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely
as security for the performance of an obligation.

           SECTION 2.  "Properties" shall mean and refer to that certain real property hereinbefore described, and such additions
thereto as may hereafter be brought within these covenants, conditions and restrictions.

           SECTION 3.  "Declarant" shall mean and refer to Seasons Trace Development, Inc., its successors and assigns if such
successors or assigns should acquire more than one undeveloped
Lot from the Declarant for the purpose of development.


BOOK 224 PAGE 760


                                                    ARTICLE II

                                           Architectural Control

           SECTION 1.  No building, fence, wall or other structure shall be commenced, erected or maintained upon the Properties,
nor shall any exterior addition to or change or alteration therein be made until the plans and specifications showing the nature,
kind, shape, height, materials and location of the same shall have been submitted to and approved in writing as to harmony
of external design and location in relation to surrounding structures and topography by Declarant or by an architectural
committee compose of three (3) or more representatives appointed by the Declarant. In the event Declarant, or its designated
committee, fails to approve or disapprove such design and location within thirty (30) days after said plans and specifications
have been submitted to it, approval will not be required and this paragraph will be deemed to have been complied with fully.
    Furthermore, no living tree with a diameter of six inches or more shall be destroyed by any person without approval of the
Declarant or architectural committee.  Any construction shall be completed within twelve months of the date of approval.

           SECTION 2.  Only those General Contractors approved by Declarant shall be permitted to build
improvements on any lot.


                                                    ARTICLE III

                                                 Use Restrictions

           SECTION 1.  Each lot shall be used exclusively for residential purposes and no building shall be erected, altered, placed
or permitted to remain thereon other than one single-family dwelling with a minimum of 1,000 square feet of living space approved
pursuant to Article II of this Declaration (hereinafter referred to collectively as "dwellings" or severally as "dwelling")

           SECTION 2.  Declarant reserves for the benefit of It self and its successors and assigns easements for the installation, repair,
maintenance and/or replacement of utility and drainage facilities within the areas reserved for and designated "Easement" on the
aforementioned plat and where no easement is so designated, within an area five feet in width along the front, side and



            BOOK 224 PAGE 761


rear lines of each lot, as well as the right to use said areas for ingress and egress in connection therewith.  Declarant further reserves
the right, before or after the sale of any of the lots, to transfer and assign any of the rights and easements herein described.

           SECTION 3.  There shall be no outdoor open airing or drying of any clothing, bed linens, blankets, rugs, etc. on
the Properties except at such locations and on such terms and conditions as may be prescribed by the Declarant.

           SECTION 4.  No obnoxious or offensive activity shall be conducted or permitted on any of the Properties, and
nothing shall be done thereon which may be or become an annoyance or a nuisance to the neighborhood.  No business
or profession of any kind or nature shall be carried on or practiced in any dwelling the express written consent of Declarant.

           SECTION 5.  No trailer, tent, shack, barn garage, or outbuilding shall be used on any of the Properties at any
time as a residence, either temporarily or permanently.  Nor shall any boat, boat trailer, school bus, truck with commercial
lettering or commercial use, or any truck over 3/4 ton, camper or camping trailer, or other mobile living or recreational
vehicle, be stored, parked or kept on any of the Properties for more than eight (8) hours, except in such area or areas as
may be designated by the Declarant, and such units shall not be used as living quarters while so stored or parked.

           SECTION 6.  No animals, livestock or poultry of any kind shall be raised, bred or kept on any of the Properties,
except that dogs, cats and other household pets may be kept, provided they are not kept, bred or maintained for any
commercial purposes and provided that they do not become a nuisance to other owners or occupants.  No permitted
animal shall be allowed outside of a dwelling unless under the owner's control and in his presence.

           SECTION 7.  No sign or poster of any kind shall be displayed to the public view on any of the Properties,
except contractors' signs during construction period and one professional real estate sign of not more than six square
feet, advertising a lot, and any dwelling constructed thereon, for sale or for rent.



                     BOOK 224 PAGE 762


           SECTION 8.  It shall be the owner's responsibility to keep the area between the boundary line of his Lot in the
subdivision and the surface of any adjoining road or roads, cleared of all brush, tall grasses, weeds, trash, garbage or
other waste.  If the Owner of any Lot fails to perform this covenant, then Declarant, at his sole option, shall have the
right to perform any necessary maintenance or clearing and the Owner hereby agrees to reimburse Declarant his costs.

           SECTION 9.  No owner, resident or lessee shall install wiring for electrical or telephone installation, radio or
television antennae, machines or air conditioning units, etc., on the exterior or any building or structure or in a way that causes
same to protrude through the walls or the roof of any building or structure except as authorized by the Declarant.

           SECTION 10.  Inoperative or unlicensed cars, trucks or other vehicles shall not be parked or stored on streets, parking
areas or lots.

           SECTION 11.  The respective lots shall not be rented by the Owners thereof for transient or hotel purposes, which shall
be defined as (a) rental for any period less than thirty (30) days; or (b) any rental if the occupants are provided customary
hotel services, such as room service for food and beverage, maid service, furnishing laundry and linen, and bellboy service.
Other than the foregoing obligations, the Owners of the respective lots shall have the absolute right to lease same
provided that said lease is made subject to the covenants and restrictions contained in this Declaration.


                                                                    ARTICLE IV

                                                                General Provisions

           SECTION 1.  ENFORCEMENT.  The Declarant, or any Owner, or the Seasons Trace Single Family Association
(a Virginia Corporation), shall have the right to enforce, by any proceeding at law or in equity, all restrictions, conditions, covenants,
reservations, liens and charges now or hereafter imposed by the provisions of this Declaration.  Failure by the Declarant or by
any Owner to enforce any covenant or restriction herein contained shall in no event be deemed a waiver of the right to do so

           SECTION 2.  SEVERABILITY.  Invalidation of any one of these covenants or restrictions by judgement or court
order shall not affect any other provision



                BOOK 224 PAGE 763

 which shall remain in full force and effect.

SECTION 3.  AMENDMENT.  The covenants and restrictions of this Declaration shall run with and bind the land, for a term
of twenty (20) years from the date this Declaration is recorded, after which time they shall automatically be extended for
successive periods of ten (10) years.  This Declaration may be amended except Article IV, Section 6 during the first twenty (20)
year period by an instrument signed by not less than eighty percent (80%) of the Lot Owners, and thereafter by an instrument
signed by not less than sixty-five percent (65%) of the Lot Owners.  Any amendment must be recorded.  Article IV, Section 6
hereof shall not be subject to amendment.

           SECTION 4.  SUBSTITUTION.  Declarant shall have the right at his sole option to assign his powers set forth herein to
an association or committee of lot owners by instrument duly recorded in the Clerk's Office of the Circuit Court for the City
of Williamsburg and County of James City, Virginia.


Each owner shall be a member of the Seasons Trace Single Family Association (a Virginia Corporation) and shall comply with its
By-Laws including payment of any dues properly assessed.  Unpaid dues, interest, late charges and collection costs, including
reasonable attorney's fees, if any shall be a lien against the lot on which they were assessed.

           SECTION 6.  ANNEXATION.  Additional land within the area described in Deed Book 149, Page 185, of the land records of
Clerk, Circuit Court of the City of Williamsburg and County of
James City may be annexed by the Declarant within ten (10) years
of the date of this instrument by the filing of a supplementary declaration in the Clerk's Office of the Circuit Court of the
City of Williamsburg and County of James City, Virginia, by the Declarant.

           SECTION 7.  MAINTENANCE OF PONDS.  The Owners of lots 24 and 25 as shown on the subdivision plat of Section 6 of
Seasons Trace recorded in the Clerk's Office of the Circuit Court of the City of Williamsburg and County of James City in Plat Book
37, Page 59 shall be responsible for maintenance of the pond on their lot.  In the event any such Owner shall fail to maintain
the pond on their lot, the Seasons Trace Single Family Association (a Virginia Corporation) shall perform the necessary




                    BOOK 224 PAGE 764

maintenance and charge the cost thereof as an additional dues to the lot maintained.
WITNESS the following signature and seal this 4th day of AUGUST, 1982

                                SEASONS TRACE DEVELOPMENT, INC.

 by /signature on original/

                                   DAVID L. HERTZLER, President



           The foregoing instrument was acknowledged before me by
this 4th day of AUGUST, 1982.


                                /signature on original/

                                NOTARY PUBLIC

                                My commission expires: 7 1 85



                                                                Appendix "A"

                                                         BOOK 224 PAGE 765


All that certain lot piece or parcel of land situate, lying and being in James City County, Virginia shown and designated as Lots

INC.-OWNER, DEVELOPER, JAMES CITY COUNT, VIRGINIA" dated June 17, 1982 and made by AES, a
professional corporation of Williamsburg, Virginia.  A copy of said plat is recorded in the Clerk's Office of the Circuit Court
of the City of Williamsburg and County of James City in Plat Book 57, Page 59.

                                                VIRGINIA:  City of Williamsburg and

County of James City, to wit:

In the Clerk's Office of the Circuit Court of the City of Williamsburg and County of James City on the 4th day of August
1982 this Declaration was presented with certificate annexed and admitted to record at 4:10 o'clock PM

           Teste:  Helene S. Ward, Clerk

                   by /signature on original/

                   Deputy Clerk