SUB-DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS OF SUN VALLEY P.U.D I SUN VALLEY I-A SUN VALLEY II

ARTICLE III

MASTER ASSOCIATION AND SUB-ASSOCIATION

Section 1. Membership.
Every Owner, including the Developer and the Company, shall be a Member of the Master Association. Every Owner, including the Developer shall be a member of the Sub-Association. By acceptance of a deed or other instrument evidencing his ownership interest, each Owner accepts his membership in the both Associations, acknowledges the authority of the Master Association as stated in the Master Declaration as well as the authority of the Sub-Association as herein stated, and agrees to abide and be bound by the provisions of the Master Declaration, this Sub-Declaration, and any Supplemental Sub-Declaration applicable to the Owner's unit, the Articles of Incorporation, the By-Laws, and other rules and regulations of the Master Association and this Sub-Association. In addition to the foregoing, the family, guests, invitees, licensees, and tenants of said Owners shall, while in or on the Property, abide and be bound by the provisions of the Master Declaration, this Sub-Declaration, and any applicable Supplemental Sub-Declaration, the Articles of Incorporation, the By-Laws, and other rules and regulations of the Master Association and this Sub-Association.

Section 2. Types of Membership.
Membership in the Sub-Association shall consist of the following two classes, each with distinct rights and privileges.

Class "A" - Class "A" Members shall be all those Owners of any Lot, Unit, Tract, Site or Undivided Land.

Class "B" - The Developer shall be the only one Class "B" Member as long as the total votes of all Class "A" Members are less than the total votes of the Class "B" Member, or until December 31, 2003, or until the Class "B" Member voluntarily converts its membership to Class "A" status, whichever occurs first. The Class "B" membership shall be held by any successor or assignee of the Developer, provided that (1) such successor or assignee acquires ownership of the balance of the Properties then owned by the Developer (except such Properties as the Developer may retain other than in the ordinary course of its land development business), and (2) such successor or assignee holds such Properties for sale, development, or improvement. No Owner or any other person may contest the status of the Class "B" membership of the Developer or its successor or assigns. They shall be conclusively presumed to hold Class "B" membership until the total of all Class "A" Members' votes equal or exceed the total votes of the Class "B" Members, or January 1, 2004, or upon voluntary change of membership status to Class "A" by the Class "B" Member, whichever occurs first, whereupon each of the Developer's memberships shall be automatically converted to Class "A" status.

Section 3. Change of Membership.
Change of membership in the Sub-Association shall be established by recording in the Public Records of Palm Beach County, Florida, a deed or other instrument conveying record fee title to any Residential Lot or Family-Dwelling Unit and by the delivery to the Sub-Association of a true copy of such recorded instrument showing its recording data. The Owner designated in such instrument shall, by his acceptance of such instrument, become a Member of the Sub-Association, and the membership of the prior owner, which membership was appurtenant to that Lot, Unit or Tract, shall be terminated. In the event that a true copy of said instrument showing its recording data. is not delivered to the Sub-Association, said Owner shall become a Member and be subject to all of the obligations of membership, but shall not be entitled to voting privileges enjoyed by his predecessor in interest nor shall such member be entitled to use any Recreational Facility. The foregoing shall not, however, limit the Sub-Association's powers or privileges. The interest, if any, of a Member in the funds and assets of the Sub-Association shall not be assigned, hypothecated or transferred in any manner except as an appurtenance to his real property. Membership in the Sub-Association by all Owners shall be compulsory and shall continue, as to each Owner, until such time as such Owner transfers or conveys of record his interest in the real property upon which his membership is based or until said interest is transferred or conveyed by operation of law, at which time the membership shall be appurtenant to, run with, and shall not be separated from the real property interest upon which membership is based.

Section 4. Voting Rights.
The number of votes which may be cast on all matters on which the membership is entitled to vote shall be determined as follows:

1. Each Class "A" Member shall have one vote for each Unit, owned by said Member, and one vote for each Family Unit projected for any Lot or Tract by the Development Plan owned by said Member.
2. The Class "B" Member shall be entitled to cast three votes for each Family Unit projected by the Development Plan for any of the Properties owned by it from time to time.
3. All Class A Members shall be members of the Master Association as well as this Sub-Association. They may not cast their votes directly but shall exercise their voting rights in the Master Association through the actions of the Voting Representative chosen by this Sub-Association as hereinafter provided. They may cast their votes in this Sub-Association in person or by proxy.
4. Members who hold more than one membership of a particular class (or memberships in more than one class), when entitled to vote their memberships, may cast as many votes as memberships held by them, and holding memberships of one class shall not affect the exercise of a Member's voting rights pertaining to any other class.
5. When any property entitling the Owner to membership in the Sub-Association is owned of record in the name of two or more persons or entities, whether fiduciaries, joint tenants, tenants in common, tenants in partnership or in any other manner of joint or common ownership, or if two or more persons or entities have the same fiduciary relationship respecting the same property, then unless the instrument or order appointing them or creating the tenancy otherwise directs and it or a copy thereof is filed with the Secretary of the Sub-Association, such Owner shall select one official representative to qualify for voting in the Sub-Association and shall notify the Secretary of the Sub-Association of the name of such individual. The vote of such individual shall be considered to represent the will of all the Owners of that property. If no notification of a representative is made as provided in this paragraph, any one of the several Owners of the same property in attendance at any meeting may vote, but if more than one of the Owners of said property are in attendance, no vote may be cast on behalf of said property unless all of its Owners in attendance agree on said vote.
6. Any other provision of this Sub-Declaration to the contrary notwithstanding, any action proposed to be taken by the Sub-Association which has a material adverse impact upon the Development Plan or the Developer's sales promotion effort or other commercial activities within the Properties shall require approval by the Developer while the Developer or its successor or assigns owns any part of the Properties or controls the Association as provided in Article III, Section 2. The Developer, in its reasonable discretion, shall determine whether any proposed action by the Sub-Association will have such a material adverse impact.

Section 5. Board of Directors.
The Sub-Association shall be governed by a Board of Directors as provided in the Articles and By-Laws of the Sub-Association.

Section 6. Quorum Required for Any Action Authorized at Regular or Special Meeting of the Association.
The quorum required for any action which is subject to a vote of the Members at any meeting of the Sub-Association shall be as is provided in the Articles and By-Laws of the Sub-Association except as is otherwise specifically provided in this Sub-Declaration.

Section 7. Voting Representatives.

1. All Class "A" Members shall exercise their voting rights in person or by mail-in ballot. A Member who is a natural sole owner need not designate a voting representative. All other Owner-Members must designate a Voting Representative who must be a natural person and either one of the multiple parties constituting the Member or an officer of a corporate Member. Such Designation must be executed by all persons constituting the Member, and in the case of a corporate entity by an executive officer and attested by an administrative officer and sealed with the corporate seal. All members who are required to make such Designation shall deposit it with the Secretary of the Sub-Association and shall also furnish the current addresses for the Owners constituting the Member and their respective addresses, and the same shall remain in effect until changed.
2. All notices of meetings and other notices required to be given by the Sub-Association to Members shall be sent to the Voting Representative. (except for those Owners falling within the exception provided. in the Section 4.C. of this Article), unless said notices relate to individual assessments applicable only against a specific Unit or proposed sanctions against the Owners of a particular Unit.
3. At all meetings of the Sub-Association in which the membership is entitled to vote, each Voting Representative shall vote the number of Class "A" Membership votes held by the represented Member.

Section 8. Voting by Class B Member.
The Class B Member shall vote all of its votes directly and not through any Voting Representative. The senior officer of the Class B Member present at any meeting shall be entitled to cast said Member's votes.

Section 9. Changes in Voting Strength.
Changes may occur from time to time in the aggregate number of votes to which the Members are entitled to cast because of:

1. Changes in the Development Plan;
2. Changes in the number of Units to be constructed in any area of the Properties, as provided in Section 18 of Article X; or
3. Otherwise.

Such changes may result in changes in the number of total votes which may be cast at membership meetings and the number of votes which may be cast by each or any particular Voting Representative. No such changes, assuming that they are otherwise properly authorized by changes in the Development Plan, this Sub-Declaration, any Supplemental Sub-Declaration, or any other Sub-Declaration, or as set forth in Section 17 of Article X, shall be subject to objection or question by any Member, notwithstanding the fact that such Member's relative voting strength may be affected thereby.