Declaration of Protective Covenants and Restrictions for the
East Metro Business Park

By this instrument, recorded October 20, 1998 as Document #3033040 at the Dane County Register of Deeds, Welton Properties, LLC, a Wisconsin limited liability company, its successors in interest or assigns, (herein the "Developer"), does hereby encumber the lands herein described with Protective Covenants and Deed Restrictions in order to assure that the East Metro Business Park becomes and remains an attractive place to do business, as hereinafter provided.

WITNESSETH

Whereas, the Developer now owns certain lands in the Town of Burke, Dane County, State of Wisconsin, described as those lands within the East Metro Business Park Plat recorded in Volume 57-098B of Plats on Page 381, Document Number 2981803, (the "Development"); and

Whereas, the Development has been zoned C-2 and M-1 Commercial and Manufacturing District pursuant to the Dane County Code of Ordinances subject to certain use restrictions which are described in Document Number 2812975 recorded at the Dane County Register of Deeds office on November 11, 1996 (the "Zoning Restrictions"); and

Whereas, the Developer has subdivided the Development into Lots, which subdivision is now known as "East Metro Business Park"; and

Whereas, the Developer desires to subject the Development to the conditions, restrictions, covenants and reservations set forth below, which shall encumber the Development of each portion of the Development identified as a lot on a recorded Plat, specifically excluding any outlots (the "Lot" or "Lots") thereof, and shall bind the successors in interest, any owner thereof, and the owner of any interest therein.

Now, Therefore, Developer declares that the Development and each Lot thereof shall be developed, used, held, sold, and conveyed subject to the conditions, restrictions, covenants and reservations set forth below, which shall inure to the benefit of, and encumber the Development and each Lot thereof, and run with the land, and shall bind the successors in interest, any owner thereof, and the owner of any interest therein.

Article I - Statement of Purpose

The General Purpose of this Declaration is to help assure that the Development will become and remain an attractive place to do business; to insure the most appropriate improvement of each Lot; to guard against the erection thereon of poorly designed or proportioned structures; and to promote and maintain the highest and best uses of the lands commensurate with the zoning and use classifications and demographics of this Development.

Article II - Government Restrictions

This Development is already under the control of existing zoning and use restrictions imposed by the Town of Burke and Dane County; specifically the classifications of C-2 and M-1 with restrictions (see Exhibit B); and the Developer desires that these existing zoning and use restrictions control, in large part, the nature and use of the lands within the Development. So, the Developer hereby declares that the Government Restrictions shall constitute covenants running with the Development and shall bind the current owners, their successors in interest, any owner thereof, and the owner of any interest therein. Furthermore, these Government Restrictions shall be enforceable at law or equity against any party who has, or acquires, an interest in the Development, by any of the parties who are named below as grantees, promisees, or beneficiaries with enforcement rights hereunder:

The zoning restrictions may be amended, altered, or terminated in accordance with the Dane County Statutes pertaining to such matters at any time by the Developer. If changes by others are desired then all persons or business organizations having the power to convey the fee simple title to a given Lot (the "Owners") must agree to the Amendment, Alteration, or Termination Petition, as the case may be. If the Owners of not fewer than 75% of the number of Lots, consent, in writing, to filing such a Petition with the Dane County Clerk, the execution of any such Petition by not fewer than 75% of the Lot Owners shall be deemed to be consented to and executed by all the Owners of the Lots. For as long as the Developer retains title to, or any interest in any of the Lots, a Petition may not be filed with the Dane County Clerk unless the Developer has consented, in writing, to such filing.

Article III - Additional Covenants and Restrictions

The Ownership, use and development of the Lots, and construction of all improvements thereon, shall be subject to the following conditions, covenants, reservations, and restrictions:

Article IV - Miscellaneous Provisions

These covenants and restrictions, their execution and recording, and the implementation of their provisions shall be further governed by the following:

IN WITNESS WHEREOF, the Developer has caused its duly authorized members to execute these Covenants and Restrictions this 20th day of October, 1998.