FIRST AMENDMENT TO
DECLARATION OF PROTECTIVE COVENANTS,
CONDITIONS AND RESTRICTIONS FOR
SANTA FE TRAIL RANCH

THIS FIRST AMENDMENT TO DECLARATION OF PROTECTIVE COVENANTS, CONDITIONS AND RESTRICTIONS FOR SANTA FE TRAIL RANCH ("First Amendment") is made as of the 4th day of October 1997, by the Santa Fe Trail Ranch Property Owners Association, a Colorado not-for-profit corporation ("Association").

RECITALS

A.     On April 20, 1990, Raton West-Baldwin, Ltd., a Colorado limited partnership, as Declarant, executed and filed in the office of the Clerk and Recorder for Las Animas County, Colorado, a Declaration of Protective Covenants, Conditions and Restrictions for Santa Fe Trail Ranch ("Declaration") which Declaration was recorded in said Clerk and Recorder's office on April 30, 1990, in Book 873, at Pages 231-260 under Reception No. 588332 (Unit 1); September 25, 1990, in Book 875, at Pages 842-871 under Reception No.589938 (Unit 2); May 3,1991, in Book 879 at Page 809 under Reception No. 592103 (Unit 3); February 26, 1992, in Book 885 at Pages 399-425 under Reception No. 595156 (Unit 4); October 27, 1992, in Book 890 at Pages 951-966 under Reception No. 598133 (Unit 5); October 27, 1992, in Book 890 at Pages 976-995 under Reception No. 598138 (Unit 6); July 8, 1993, in Book 896 at Pages 404-416 under Reception No. 601286 (Unit 7A); July 8,1993, in Book 896 at Pages 426-438 under Reception No. 601289 (Unit 7B); April 26, 1994, in Book 903 at Pages 575-589 under Reception No. 605370 (Unit 8); September 21, 1994, in Book 908 at Pages 358-370 under Reception No. 607971 (Unit 9); December 30, 1994, in Book 911 at Pages 535-549A under Reception No. 609521 (Unit 10); December 30, 1994, in Book 911 at Pages 556-569 under Reception No. 609524 and re-recorded July 5, 1995 in Book 917 at Pages 918-931 under Reception No. 609521 (Unit 11); and November 7,1995, in Book 923 at Pages 120-145 under Reception No. 615185 and re-recorded May 28, 1996, in Book 930 at Page 300 under Reception No. 618459 (Unit 12).

B.     The Association desires to amend the Declaration by modifying two (2) provisions of the Declaration and adding a new provision.

C.     Section 7.1 of the Declaration, captioned "Amendment", provides that the Declaration may be amended with voting approval of 60% of the owners of individual Lots and 60% of the first mortgagees of the Lots.

D.     At the duly called Annual Meeting of the Santa Fe Trail Ranch Property Owners Association held, pursuant to notice, on October 4, 1997, the Association voted upon the Amendments set forth below.

AGREEMENT

NOW, THEREFORE, the Santa Fe Trail Ranch Property Owner's Association hereby modifies and amends the Declaration as follows:

1.     Article 1, Section 1.7 of the Declaration is hereby amended and restated as follows:

"1.7     Platted Lot, Lot. The terms "Platted Lot", or "Lot" shall be defined as an area or parcel, thirty five (35) acres in size or greater, engineered and surveyed by the Declarant, whose boundaries have been described on map(s), registered with the Colorado Real Estate Commission and recorded in the office of the Clerk and Recorder, Las Animas County, Colorado."

2.     Article 5 of the Declaration shall be modified by adding the following new paragraph:

"5.14     Subdivision. To further preserve the ranching use and atmosphere of Santa Fe Trail Ranch, all Lots are presently platted in sizes of 35 acres or greater, and no Lot shall be subdivided creating parcels less than 35 acres in size. In addition, no existing, unplatted parcel of less than 35 acres shall be conveyed except in conjunction with, or to the Owner of, an adjoining Lot. Such parcels shall not be further subdivided."

3.     Except as modified herein, all other terms and conditions of the Declaration are hereby ratified and restated without amendment.

THE UNDERSIGNED, Secretary to the Board of Directors of the Santa Fe Trail Ranch Property Owners Association, hereby certifies that the above stated amendments were duly passed, by the required number of votes, in person and by proxy, at the Annual Meeting of the Association, duly called by appropriate notice and held on October 4,1997, and that this First Amendment accurately reflects the desires of the Association, its members, and others entitled to vote thereon.