WHEREAS, the Grantor has subdivided certain lots or parcels of land in Gorham, Maine, specifically described and delineated on the approved plan of Gateway Commons prepared by Sebago Technics, Inc. for Kasprzak Landbank, Inc. recorded in the Cumberland County Registry of Deeds in Plan Book _____ Page _____, all of which lots the Grantor proposes to develop and improve in accordance with said Plan, and

WHEREAS, the Grantor, being about to sell and convey lots from said Plan desires to assure to said purchaser and the several heirs, successors and assigns owning such lots, and their-tenants, employees and inhabitants within said property, the use, benefit and enjoyment of said land in accordance with a harmonious plan, and to this end desires that certain parts of their lands may be subjected to certain restrictions, reservations, servitude, agreements and easements as hereinafter set forth.

NOW THEREFORE, in consideration of these premises, the Grantor hereby covenants and agrees with the purchasers of the lots on said Plan that the seventy-six (76) lots described on said Plan are and shall be conveyed subject to the restrictions, reservations, covenants, conditions, servitude and easements set forth in the various clauses of this Declaration, which it is hereby covenanted and agreed shall inure to the benefit of and be binding upon the Grantor, its successors and assigns, but which Grantor shall be under no obligation to enforce, and the several purchasers, their heirs, successors and assigns, and binding upon all the land descibed above on said Plan, to wit:

Each of the seventy-six (76) conveyed in Gateway Commons Subdivision shall be subject to the following covenants and restrictions which shall run with the land; and this property shall be subject to these express restrictions and conditions which shall continue in force and effect until January 1,2010 A.D.:

1. ACCESS

A. Each conveyance of a lot at the Gateway Commons subdivision shall be deemed to include as an appurtenance to said lot, a right-of-way for all purposes over and along Gateway Commons Drive, Clearview Drive, Portal Way and Timber Ridge Road, as shown on the final plan of Gateway Commons Subdivision, in common with the Grantor and the other owners of the lots in said subdivision. Grantor

hereby further excepts and reserves to itself, its successors and assigns, so long as it shall own any lot within said subdivision and thereafter until such road is accepted by the Town of Gorham as a Town way, if ever, a right-of-way for all purposes over, across and through said road together with a right to install and maintain utility, water and sewer lines adjacent to, within or under the traveled portion of said road. Grantor further reserves the right to grant easements for utility purposes to enter onto said road for the purpose of constructing, reconstructing, installing, replacing and maintaining underground utilities therein. The right-of-way to lot owners herein shall be specifically subject to the Grantor's intent to dedicate said road as a public way.

2. USE OF LOTS

A. The lots in the subdivision shall be used only for single family residential purposes only except that home occupations as permitted and defined by the Town of Gorham municipal codes shall be allowed.

B. A residential unit shall include only the following buildings or structures: one detached dwelling house designated as a residence for one fanuly, one garage for private use constructed either as an integral part of the dwelling or as a detached building and adapted for the storage of not more than three automobiles or the equivalent thereof, and one accessory building, detached from the dwelling house, but related to a permanent use of the premises.

C. No structure of a temporary character, recreational trailer, mobile home, basement, tent, shack, garage, barn or other outbuilding shall be used as a residence either temporarily or permanently on any lot.

D. No mobile home shall be placed on the lot at any time, provided, however, that trailers used for camping or so-called recreational vehicles, boats and trailers or other vehicles of any nature may be stored in a reasonable manner upon the property.

3. CONSTRUCTION OF DWELLINGS

A. Construction of the dwelling on the lot shall be completed within six (6) months from the date of commencement.

B. Final site grading, loaming, and landscaping work must be completed immediately upon completion of the dwelling. If seasonal weather conditions do not permit this work to be done, the work shall commence as soon as practical when weather conditions are acceptable.

C. No building shall be occupied during construction, except in the case of an unfinished spaces to be completed at a later date.

D. Access to the lot, over the streets within the Gateway Commons subdivision, during construction by contractors and suppliers is provided by the lot owner with the specific understanding that any damage done to paving, curbing, utility structures, property monumentation, landscaping or any other item outside of the lot area is specifically and solely the responsibility of the lot owner and the property owner is responsible for restoring the damage to the satisfaction of Kasprzak Landbank, Inc., and the Town of Gorham or applicable uitlity company.

4. GENERAL BUUDING REQUIREMENTS

A. Each principal building or structure on the premises shall be supported by a solid concrete foundation or slab. Porches, decks, breezeways, sheds and any other permitted accessory structures are excluded from this requirement.

B. All chimneys and fireplaces visible from the exterior of the house shall be of brick or stone construction. No cinder block chimneys shall be located on the exterior of the house, and any portion of a chimney above the roof line shall be of brick construction.

5. LANDSCAPING AND SITE RESTRICTIONS

A. All driveways sha1l be surfaced with bituminous paving, concrete, brick or other hard surface material. Driveway surfacing shall be installed upon completion and occupancy of the house or as soon as weather conditions permit. No gravel or dirt surface drives will be permitted.

B. Two (2) deciduous trees of a minimum size of 2" d.b.h. are required to be installed in the front yard of each lot if the front yard does not have existing trees remaining after the construction of the house and associated site work. The two trees shall be located within 20 feet of the front lot line/road right-of way. In the case of corner lots, a total of three (3) trees are required.

C. Each house shall have a post light installed in the front yard area in a location adjacent to the driveway. The post shall be made of cedar or pressure treated wood, square, 4" minimum in size, with a turned top to accept the light fixture. The light fixture shall be colonial in style with a brass or black finish.

D. All disturbed areas on any lot must be revegetated in accordance with good erosion control practices as soon as possible. Growth of grass or other ground cover must be established within one year from the time of disturbance.

E. No dead trees. brush or refuse pile shall be allowed to be placed or permitted to remain on any part of the premises.

F. All houses built with a foundation drain of my kind connected to the storm drain system installed in the roads within the development must have a backflow prevention valve. It is agreed that any lot owner making such a connection hereby releases Kasprzak, Inc. and Kasprzak Landbank, Inc. from my liability for damage resulting directly or indirectly from said drain connection.

G. Grading and filling on each lot shall be performed so that it does not interfere with proper drainage on adjacent lots. All drainage swales and ditches on or abutting a property shall be kept open and clean by the owner.

H. No fences or free standing walls exceeding four (4) feet in height shall be erected on the lot. If a swimming pool is instaIled, a fence no greater than six (6) feet in height may be constructed enclosing the pool and pool deck area.

I. Kasprzak Landbank, Inc. will install mailbox posts designed for the installation of two standard size mail boxes. Each lot owner will be assigned a mailbox post which it will share with another lot owner. The lot owner shall be responsible for installation of a standard size round top mailbox on the post designated for their use. No additional mailbox posts shall be installed and any repair or replacement of the mailbox posts after the intial installtion will be the responsibility of the homeowners.

6. REVIEW AND APPROVAL OF PLANS

A. Until January 1, 2007 no buildings or additions or other structures of any kind shall be erected, placed or allowed to stand upon any lot in this subdivision until plans, including building elevations, specifications, a site plan showing the proposed grades and location of the building on the lot are approved in writing by Kasprzak Landbank, Inc., it successors and assigns, or by it's duly authorized agent. Buildings, additions and structures built by Kasprzak, Inc. sha1l be exempt from this requirement.

B. A complete set of plans shall be submitted to Kasprzak Landbank, Inc. for approval prior to the commencement of construction. The submission shall include, as a minimum:

1. Building exterior elevations;

2. Building floor plan(s) with dimensions;

3. General building specifications (may be shown as notes on the plans);

4. Site plan locating structure on the lot, general clearing area, building setback dimensions from all property lines and driveway location and configuration;

5. Basic site landscape plan indicating plans for walkways, decks, planting areas, front yard treatments, fences, etc.

C. Approval of plans by Kasprzak Landbank, Inc. does not release owner of its obligations under any and all provisions of these restrictions. Kasprzak Landbank, Inc. shall not be liable for any errors of judgment in approving plans later found by a court not to be in conformity with these restrictions.

7. SIGNS

A. No sign of any nature or description shall be displayed or placed upon any part of the premises except for signs whose total area does not exceed one (1) square foot (1'xl') giving the name of me occupants, the street name and/or number of the premises; except for a "For Sale" sign referring only to the premises which shall not exceed four (4) square feet in size and a sign or signs erected by Kasprzak, Inc. to identify the subdivision.

8. NUISANCE PROVISIONS

A. No animals, birds or fowl shall be kept or maintained on any part of the premises except pet dogs, cats, birds or other small domestic pets which may be kept in a reasonable number for the pleasure and use of the occupants, but not for any commercial use or purpose. Animal pens, cages, runs, etc. are not permitted to be constructed on the lots.

B. No unregistered or partially disassembled vehicles, large equipment or machinery is permitted to be stored outside of a fully enclosed garage within the subdivision.

C. No exterior satellite dish of greater than 39" in diameter shall be permitted to be installed on a lot or structure. A satellite dish of less than 39" in diameter is permitted to be installed either on the ground or on the structure provided that the dish is located in the rear yard area or attached to either a rear wall, side wall, or rear facing roof of the structure.

D. No lot owner shall do or permit to be done any act upon the premises which may be, is or may become a nuisance.

E. Building and occupying any structure on a lot in this subdivision that does not conform to the requirements of these restrictions shall be conclusively deemed a nuisance for which Kasprzak Landbank, Inc., it's successors and assigns may have remedy by due process of law.

F. The premises herein conveyed shall be used only for residential purposes and no commercial enterprise of any nature or description shall be conducted or maintained on the premises herein conveyed, except home ccupations permitted in accordance with the Gorham Land Use and Development Code.

9. SUBDIVISION PLAN AND ZONING REQUIREMENTS

A. Upon purchasing a lot in Gateway Commons, each lot owner is automatically a member of the Gateway Commons Homeowners Association. The purpose of the Association is to maintain the Common Open Space land, project roads and utilities until such time as they may be accepted by the Town of Gorham.

Kasprzak Landbank, Inc. shall maintain control of the Common Open Space and shall maintain said Open Space until at least 51% of lots have been sold. Reference is made to the Common Open Space provisions in Section IV Subsection A of the Gorham Land Use and Development Code.

B. All lots within Gateway Commons are conveyed subject to any conditions of approval noted on the Final Subdivision Plan and are subject to the provisions of the current Land Use and Development Code of the Town of Gorham.

C. Further subdivision of lots is specifically prohibited without prior approval of the Town of Gorham.

D. Each of the 76 lots in Gateway Commons is conveyed with a 1/76 interest in the Common Open Space shown on the approved plan. Clearing, building or disturbance may permitted within the Common Open Space only as agreed upon by a majority vote of the Homeowner's and upon receipt of the requisite permits from the Town of Gorham.

E. Lots 49-55, 58 and 76 include a 100' easement to the Portland Water District as shown on the approved plan. No permanent structures shall be permitted within this easement that would interfere with the operation of this underground utility.

G. All signs must conform to the sign standards of the Gorham Land Use and Development Code. No signs may be erected without a sign permit from the Building Inspector as required by the Code.

10. GENERAL PROVISIONS

A The covenants and conditions listed above shall run with the land. They are imposed upon these premises for the benefit of remaining land owned by Kasprzak, Landbank Inc. (the Grantor), as well as for the benefit of any and all persons owning land shown on the subdivision plan and holding a deed with similar covenants or restrictions given or to be given by Kasprzak, Inc., its successors and assigns. It further understood and agreed that these restrictions, covenants and conditions are intended as equitable restrictions upon each and every parcel of land affected, and that the lot owner (Grantee), it's heirs, successors and assigns shall have full right, in common with Kasprzak, Inc., it's successors and assigns, to enforce the same, insofar as the same are enforceable, by any applicable legal process.

B. Each item listed in these restrictions shall be considered to be independent and separate, and, in the event that anyone or more shall be for any reason held to be invalid and unenforceable, all the remainder shall, nevertheless, remain in full force and effect.

C. The restrictions listed in this document may from time to time be revised and/or amended upon the written consent of the record owner(s) of not less than seven (39) of the lots. This provision shall not apply to Items in Section 10, which are part of the Gateway Commons subdivision approval and/or requirements of the Gorham Land Use and Development Code. -

D. .Notwithstanding the foregoing, this Declaration of Restrictions shall not be amenable without the written consent of Kasprzak Landbank, Inc. so long as said Kasprzak Landbank, Inc. owns a lot herein, or for ten (10) years from the date of the original Declaration of Restrictions, whichever event shall occur first.

IN WITNESS WHEREOF, Kasprzak Landbank, Inc., by Stephen M. Kasprzak, it's President, thereunto duly authorized, has caused this instrument to be signed and sealed in it's corporate name, this ____ day of ____, 1998.

Signed, Sealed and Delivered in the presence of:

KASPRZAK LANDBANK, INC.

By: ______________________

Its President

STATE OF MAINE ,SS 1998

Personally appeared Stephen M. Kasprzak, President of Kasprzak Landbank, Inc., thereunto duly authorized, and acknowledged the foregoing instrument to be his free act and deed, and the tree act and deed of Kasprzak Landbank, Inc.

Before me,

Notary Public