ARTICLE I -- USE RESTRICTIONS

1.  Residential  Use

No lot shall be used except for residential purposes.  No more than one detached, single-family dwelling may be constructed on any lot as shown in the Subdivision, except that more than one lot may be used for one dwelling, in which event, all Restrictions shall apply to such lots as if they were a single lot, subject to the easements indicated on the Plat, or as reserved in Paragraph 4 of this Article.

2.  Structures

No Structure shall be erected nearer than twenty-five (25) feet from a front Street Line or side Street Line.  No Structure shall be erected nearer than seven and one-half (7-1/2)  feet from a Side Yard Line or nearer than fifteen (15) feet from a Rear Yard Line.  A swimming pool may not be located in the Front Yard of any lot.  The terms "Structure", "Street Line" and "Front Yard" shall have the meaning ascribed by the City of Dunedin Zoning Regulations in effect as of the date of recording these Restrictions.  The terms "Side Yard Line" and "Rear Yard Line" are as used in Exhibit A attached hereto and incorporated herein by reference

3.  Dwellings

No dwelling shall have a ground floor square foot area of less than nine hundred (900) square feet, exclusive of screened area, open porches, terraces, patios and garages.  All dwellings shall have at least one (1)  inside bath.  A "bath", for the purposes of these Restrictions, shall be deemed to be a room containing at least one (1) shower or tub, and a toilet and wash basin.  All dwellings shall have at least a one (1) car garage attached to and made part of the dwelling.  No dwelling shall exceed two and one-half (2-1/2) stories nor twenty-five (25)  feet in height.  All dwellings shall be constructed with concrete driveways and grassed front, side and rear lawns, provided that lot areas designated on the Plat for drainage easement purposes need not be grassed   Each dwelling shall have a shrubbery planting in front of the dwelling.

4.  Easements

Perpetual easements for the installation and maintenance of utilities and drainage areas are hereby reserved to Developer in and to all utility easement and drainage easement areas shown on the Plat, and Developer shall have the right to convey such easements on an exclusive or non-exclusive basis to any person, corporation or governmental entity.  Neither the easement rights reserved pursuant to this Paragraph, nor as shown on the Plat, shall impose any obligation on Developer to maintain such easement areas, or to install or maintain the utilities or improvements that nay be located on, in or under such easements, or which may be served by them.  Within easement areas, no Structure, planting, or other material shall be placed or permitted to remain which may damage or interfere with access to, or the installation and maintenance of the easement areas or directon of flow or obstruct or retard the flow of water through drainage channels in any easement areas   The easement areas of each lot, whether as reserved hereunder or as shown on the Plat, and all improvements in such easement areas shall be maintained continuously by the owner of the lot, except for those improvements for which a public authority or utility company is responsible.  With regard to specific easements for drainage shown on the Plat, the Developer shall have the right, but without any obligation imposed thereby, to alter or maintrn drainage facilities in such easement areas including slope control areas.

5.  Use of Accessory Structures

Other than the dwelling, no tent, shack, garage, barn utility shed or building shall, at any time, be erected and used on any lot temporarily or permanently, whether as a residence or for any other purpose; provided, however, temporary buildings, mobile homes or field construction offices may be used by contractors in connection with construction work.  No recreation vehicle may be used as residence or for any other purpose on any of the lots in Subdivision.

6.  Commercial Uses and Nuisances

No trade, business, profession or other type of commercial activity shall be carried on upon any lot, except that real estate brokers, owners and their agents may show dwellings in the Subdivision for sale or lease; nor shall anything be done on any lot which may become a nuisance or an unreasonable annoyance to the neighborhood.  Every person, firm or corporation purchasing a lot in the Subdivision recognizes that Developer, its agents, or designated assigns, has the right to (i) use lots and houses erected thereon for sales offices, field construction offices, storage facilities, general business offices, and (ii) maintain furnished model homes in the Subdivision open to the public for inspection seven (7) days per week for such hours as are deemed necessary.  Developer's rights under the preceding sentence shall terminate on December 3l, 1990, unless prior thereto Developer has indicated its intention to abandon such rights by recording a written instrument among the Public Records of Pinellas County, Florida.  It is the express intention of this Paragraph that the rights granted Developer to maintain sales offices, general business offices and furnished model homes shall not be restricted or limited to Developer's sales activity relating to the Subdivision, but shall benefit Developer in the construction, development and sale of such other property and lots which Developer may own.

7.  Animals

No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any lot, except that cats, dogs, and other household pets may be kept, provided they are not kept, bred, or maintained for any commercial purposes; provided further that no person owning, or in custody of a dog shall allow the dog to stray or go upon another lot without the consent of the owner of such lot; and provided further that no more than a total of two animals may be kept on any lot.  All animals shall be on a leash when outside of the owner's lot.

8.  Fences, Walls and Hedges

Fences, walls and hedges may be constructed or maintained to a height not to exceed six (6) feet.  Fences shall only be made of cypress or other wood materials.  No fence, wall or hedge may be constructed or maintained between a front Street Line and the Front Dwelling Line or between a side Street Line and Side Dwelling Line; provided, however, that a decorative wall or entrance forward of the Front Dwelling Line or forward of a Side Dwelling Line fronting a side Street Line shall be permitted if constructed at the time of the oriqinal dwelling on the lot as part of its elevation or design.  The terms "Front Dwelling Line" and "Side Dwelling Line" are as used and shown by illustration on attached Exhibit A.

9.  Vehicles

No vehicle shall be parked in the Subdivision except on a paved street, paved driveway or in a garage.  No trucks or vehicles which are primarily used for commercial purposes, other than those present on business, nor any trailers, may be parked in the Subdivision unless inside a garage and concealed from public view.  Boats, boat trailers, campers, vans, motorcycles and other recreational vehicles shall be parked inside of garages and concealed from public view.

10.  Storage

No lot shall be used for the storage of rubbish.  Trash, garbage or other waste shall not be kept except in sanitary containers properly concealed from public view.

11.  Clothes Hanging and Antennas

Clothes hanging devices exterior to a residence shall be permitted only if installed so as not to be visible from a road or street in the Subdivision or bordering it   Exterior television antennas shall not be permitted.  No exterior radio or other electronic antennas or aerials shall be allowed, unless installed so as to be completely concealed from the public view, such as in attics or garages.

12.  Ponds, Cypress Trees

Any ponds and other water retention areas ("Ponds") within the Subdivision are for the exclusive use of the owners and occupants of those lots on which such Ponds are located.  In no event, however, shall any Pond be used for swimming, bathing or boating purposes.  After a lot within the Subdivision has been fully developed and the construction of a dwelling thereon completed, any cypress head areas or cypress trees then on the lot shall be maintained as nearly as practicable in a natural state, and not altered or removed by the owner except as permitted by the governmental authority having jurisdiction.

13.  No Access to Keene Road or Beltrees Street

No lot owner shall create or utilize a direct accessway, pathway, driveway, roadway, or any similar means of direct ingress and egress on to Keene Road or Beltrees Street

14.  Lot Upkeep

All owners of lots with completed houses thereon shall, as a minimum, have the grass regularly cut and all trash and debris removed   If owners of such lots fail, in Developer's sole discretion, to maintain their lot as required herein, Developer is hereby authorized, but shall not be hereby obligated, to so maintain their lot and said owners shall reimburse Developer for actual costs incurred therewith.

15.  Signs

No signs shall be displayed with the exception of a maximum of one (1) "For Sale" sign upon each lot not exceeding 36" x 24".  Notwithstanding anything to the contrary herein, Developer, its successors, agents or designated assigns, shall have the exclusive right to maintain signs of any type and size and for any purpose in the Subdivision and shall have the exclusive right to use the word  "Scotsdale" by itself, or in combination with any other words.

16.  Architectural Control

Prior to the commencement of the work described therein, all building plans (including plot plan, grading plan and material lists) for the original construction, alteration or addition of Structures, or for the erection of walls, hedges or fences, all plans for the landscaping of Side Yards and Rear Yards that abut public streets, and all plans or agreements relating to the color to be used on the exterior of a Structure, shall be approved in writing by Developer its successors or designated assigns.  Developer shall have the absolute right to approve or disapprove said plans for any reason  including aesthetic considerations.  All plans must be Sent to Developer by certified or registered mail return receipt required, at 1452 U.S. 19 South, Suite 520, Clearwater, Florida 33516, or such other address as Developer may hereafter from time to time designate in writing   Any plans not disapproved within thirty (30) days after their receipt by Developer shall be deemed approved.  The rights granted to Developer under this Paragraph shall terminate on December 31, 1990, unless prior thereto Developer has indicated its intention to abandon such rights by recording a written instrument among the Public Records of Pinellas County, Florida.

17.  Amendments and Modifications by Developer

Notwithstanding any provisions of these Restrictions to the contrary, Developer, its successors and designated assigns, reserves the right and authority, subject to Veterans Administration approval (which approval need not be evidenced of public record), for a period of three (3) years from the date of recording of these Restrictions to amend, modify or grant exceptions or variances from any of the Use Restrictions set forth in Article I of these Restrictions without notice to or approval by other lot owners of the Subdivision, provided that such amendments, modifications, exceptions or variances shall be substantially consistent with the general uniform plan of residential development set forth in Article I of these Restrictions.  All amendments, modifications, exceptions or variances increasing or reducing the minimum square foot area of dwellings, pertaining to fence size, location or composition, or pertaining to the location of Structures on a lot in the Subdivision shall be conclusively deemed to be within the authority and right of Developer under this Paragraph.

ARTICLE II -- MISCELLANEOUS

1.  Term and Amendment

These Restrictions shall run with the land, regardless of whether or not they are specifically mentioned in any deeds or conveyances of lots in the Subdivision subsequently executed and shall be binding on all parties and all persons claiming under such deeds for a period of thirty (30) years from the date the Restrictions are recorded, after which time these Restrictions shall automatically extend for successive periods of ten (10) years each, unless prior to the commencement of any ten (10) year period an instrument in writing, signed by a majority of the owners of lots in the Subdivision, has been recorded in the Public Records of Pinellas County, Florida, which said instrument may alter or rescind these Restrictions, in whole or in part.  Subject to the provisions of Section 17 of Article I, these Restrictions may be ammended by not less than seventy-five percent (75%) of the owners of lots in the Subdivision.  No amendment of the Restrictions pursuant to this Paragraph shall require Developer to relinquish any rights reserved to Developer under the Restrictions, or require a lot owner to remove any Structures, or wall or fence constructed in compliance with the Restrictions existing on (i) the date on which the construction of such Structure or fence commenced, or (ii) the date on which such owner took title to his lot if the construction of such Structure or fence commenced within ninety (90) days of his taking title.

2.  Enforcement

If any person, firm or corporation, or their respective heirs, personal representatives, successors or assigns shall violate or attampt to violate any of these Restrictions, it shall be the right of the Developer or any other person or persons owning any lot in the Subdivision to prosecute any proceeding at law or in equity against the person or persons violating or attempting to violate any Restrictions, whether such proceeding is to prevent such persons from so doing or to recover damages, and if such person is found in the proceedings to be in violation of or attempting to violate these Restrictions, he shall bear all expenses of the litigation, including court costs and reasonable attorneys fees (for both trial and appellate proceedings) incurred by the party enforcing these Restrictions.  Developer shall not be obligated to enforce these Restrictions and shall not in any way or manner be held liable or responsible for any violation of these Restrictions by any person other than itself.  Failure by Developer or any other person or entity to enforce any provisions of these Restrictions upon breach thereof, however long continued, shall in no event be deemed a waiver of the right to do so thereafter with respect to such breach or as to a similar breach occurring prior or subsequent thereto.  Issuance of a building permit or license which may be in conflict with these Restrictions shall not prevent Developer or any of the lot owners in the Subdivision from enforcing these Restrictions.

3.  Severability

Invalidation of any one of these Restrictions by judgment or court order shall not affect any of the other provisions, which shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned corporation has caused these presents to be executed in its name, under its corporate seal, by a duly authorized officer, and has executed the same on this  14th  day of  January , 1980 .  

	In the presence of:			U. S. HOME CORPORATION

Scotsdale Deed Restrictions, prepared by:
   GOZA, HALL, PEACOCK AND PETERS, P.A., ATTORNEYS AT LAW, CLEARWATER, FLORIDA.

Recorded among the Public Records of Pinellas County, Florida:
   O.R. 4968  PAGES 2134-2138.