ELEVENTH AMENDMENT TO DECLARATION OF

PROTECTIVE COVENANTS, EXCEPTIONS, RESERVATIONS AND

CONDITIONS FOR BEECH MOUNTAIN LAKES

THIS ELEVENTH AMENDMENT TO THE DECLARATION OF PROTECTIVE COVENANTS, EXCEPTIONS, RESERVATIONS AND CONDITIONS FOR BEECH MOUNTAIN LAKES ("Eleventh Amendment to the Declaration") made as of this 21st day of July, 1997, by BEECH MOUNTAIN LAKES CORPORATION, a Pennsylvania Corporation, for itself and its successors and assigns ("Declarant").

WHEREAS, Declarant is the owner of the real property now known as "Beech Mountain Lakes" (Formerly known as "Lake of the Four Seasons"), a subdivision situated in the Townships of Butler, Foster and Dennison in Luzerne County, Pennsylvania, which real property is hereinafter referred w as the "Development"; and,

WHEREAS, the Declarant has heretofore filed the Declaration of Protective Covenants, Exceptions, Reservations and Conditions for Beech Mountain Lakes (“Declaration"), which Declaration was recorded on May 1, 1985 in Book 2158. Pages 1028-1103, in the Office of Recorder of Deeds, Luzerne County, Pennsylvania: and amendments thereto of May 17. 1985, in Book 2159, Pages 502-504, in the Office of Recorder of Deeds, Luzerne County, Pennsylvania; on October 23, 1985, in Book 2174, Pages 428-434 in the Office of Recorder of Deeds, Luzerne County, Pennsylvania; on December 30, 1985, in Book 2180, Pages 622-633, in the Office of Recorder of Deeds, Luzerne County, Pennsylvania; on November 13, 1987 in Book 2251, Pages 727-729, in the Office of Recorder of Deeds, Luzerne County, Pennsylvania; and on September 27, 1989 in Book 2325. at Page 94, in the Office of Recorder of Deeds. Luzerne County, Pennsylvania and as further amended; and,

WHEREAS, Section 21.4 of the last Amended Declaration provided that the Declarant may amend the Declaration, for whatever reason, at any time prior to December 31, 1997.

NOW, THEREFORE, the Declaration is amended only as set forth in this Eleventh Amendment to the Declaration. Those Selections or subparagraphs thereof contained herein shall supplant and replace the Sections or subparagraphs thereof which bear the same Section or subparagraph number. All other terms of the Declaration not changed by this Eleventh Amendment to the Declaration shall be effective as of, and relate back to, the date of recording of the Declaration in the Office of Recorder of Deeds, Luzerne County, Pennsylvania

SECTION 21

21.4. Amendment by Declarant   Declarant reserves the right to amend this Declaration without the approval of any other Owners or Mortgagees of Record, for whatever reason, at any time prior to December 31, 1998.

Any such amendments to this Declaration shall become effective upon the recording in the Office of Recorder of Deeds, Luzerne County, Pennsylvania, of an instrument executed by Declarant, setting forth the text of such amendment in full, together with the appropriate recording date for this Declaration. Such amendment need only be executed and acknowledged by Declarant, and need not be consented to by any Owners, Community Association, the Association, any Mortgagees of Record, Lienholders or any other parties.

Notwithstanding the above, a Community Declaration shall he amended only as provided in each respective Community Declaration.