This Declaration, made this 31st day of October, 1988, by Chesapeake Park, Inc., a Maryland Corporation, (hereinafter referred to as "CPI") declares that he real property hereinafter described, which is owned by CPI is and shall be held, transferred, sold, conveyed and occupied subject to the Protective Covenants herein set forth.

I. THE PROPERTY

The real property which is, and shall be, held, conveyed, transferred, occupied and sold subject to the Protective Covenants and restrictions set forth herein, is known as "Commerce Park", and is located in the City of Oak Ridge, Anderson County, Tennessee, and is more particularly described as follows: That property, bounded by Illinois Avenue on the east (formerly known as Kerr Hollow Road), Scarboro Road on the west, Bethel Valley Road on the south, and Union Valley Road to the north, which was conveyed to Chesapeake Park, Incorporated by the City of Oak Ridge, Tennessee, by Deed dated June 13, 1985, recorded in Book of Deeds G, Volume 16, page 693, in the Register's Office of Anderson County, Tennessee; excluding, however, from the effect and application of these Protective Covenants and restrictions the following:

Tract II--being all of Parcel "C", consisting of 12.21 acres, and being bounded by Illinois Avenue on the west by Kerr Hollow Road, on the south by Bethel Valley Road, on the south by Bethel Valley Road, on the east by Oak Ridge Memorial Park, and on the north by the University of Tennessee Arboretum.

Tract III--being Lot Number 26-CD-1, consisting of 5.984 acres, and being part of the Oak Ridge Valley Industrial Park and subject to the restrictions of the Oak Ridge Valley Industrial Park.

Tract IV--being Lot Number 25-CC-8, consisting of 5.329 acres, and being part of the Oak Ridge Valley Industrial Park and subject to the restrictions of the Oak Ridge Valley Industrial Park and subject to the restrictions of the Oak Ridge Valley Industrial Park.

Tract V--being Lot Number 25-CC-8, consisting of 15.70 acres, and being part of the Oak Ridge Valley Industrial Park and subject to the restrictions of the Oak Ridge Valley Industrial Park.

II. DEFINITIONS

"Improvements" shall be defined as, but shall not be limited to the following: a building or buildings, out buildings, parking areas, loading areas, fences, walls, hedges, signs, lawns, landscaping, poles and any change from the natural condition of the land of any type or kind.

"CPI" shall mean Chesapeake Park, Inc., its successors and assigns.

"Building Site" shall mean any lot, or two or more contiguous lots, or a parcel of land upon which a building or buildings and appurtenant structures including landscaping may be erected in conformance with the requirements of these covenants.

"Setback Area" shall mean all that area between the setback line and its respective side, rear, or street property line.

"Owner" shall mean the party, or parties, owning free title to a building site.

"Building" shall mean and include the main portion of a structure built for permanent use of the property, together with all projections and extensions thereof, including but not limited to garages, outside platforms and docks, carports, canopies, shelters, storage areas and porches.

"Property" shall mean the property described in Paragraph I hereof and each parcel or lot thereof.

III. PURPOSE

The purpose of these protective covenants is to insure proper development and use of the Property, to protect the Owner of each parcel against any improper development and use of surrounding parcels as will depreciate the value of his parcel, to prevent the erection on the Property of structures built of improper design or materials, to encourage the erection of attractive improvements at appropriate locations, to prevent haphazard and inharmonious improvements, to preserve, so far as practicable, the natural beauty of the property; to enhance and protect the value, desirability and attractiveness of all the Property, and in general to provide the adequately for a high type and quality of improvement of the Property in accordance with a uniform plan of development.

IV. PERMITTED USES

All of the property and all improvements to be located thereon are to be used only for uses permitted under the zoning laws of the City of Oak Ridge such as office uses, retail centers, research and development, light industrial, light manufacturing, wholesaling, warehousing, assembly and distribution purposes and services ancillary to such uses, subject to CPI's approval depending on the location in the Park and the contract terms. In the event that a proposed use is not permitted by this Paragraph, such use may be permitted by CPI, in its sole discretion, if the approval of said use is in keeping with the intent of the protective covenants.

No use shall be permitted which in the sole judgment of the CPI is offensive by reason of doors, fumes, dust, sound, noise, vibration, light, pollution, or which is hazardous.

V. APPROVAL OF PLANS

No improvements, as that term in hereinabove defined, shall be erected, placed, altered, maintained or permitted to remain on any land subject to these restrictions nor shall building or other permits be secured until plans and specifications showing plot signs, parking and loading area, and landscaping, shall have been submitted to and approved in writing by CPI. Such plans and specifications shall be submitted in writing over the signature of the owner of the site or his authorized agent.

Approval shall be based on, among other things:

Conformity of the plans and specifications to the purpose and general plan and intent of these Protective Covenants.

CPI shall not arbitrarily or unreasonably withhold its approval of such plans and specifications. If CPI fails either to approve or disapprove such plans and specifications within thirty (30) days after the same have been submitted to it, it shall be conclusively presumed that the said plans and specifications have been approved, subject, however, to all restrictions contained herein.

CPI, or its agents and employees, shall not be liable in damages to any one submitting plans to them for approval or to any owner or lessee of sites affected by these Restrictions by reasons of mistake in judgment, negligence or nonfeasance arising out o for inspections or approvals required at the end of construction. Every person who submits plans and specifications to CPI for approval agrees by submission of such plans and specifications, and every owner and lessee of the parcel agrees, by acquiring title thereto or an interest therein, that he will not bring action or suit against the Developer to recover any such damages.

Materials to be listed on the plan to be submitted for approval by the CPI shall be made up of one or more of the following:

Brick shall be of size, type, texture, color and placement as shall be approved by CPI. Stone shall have a weathered face or shall be polished, fluted, or broken face to be approved by CPI. Concrete Masonry units shall be those generally described as "Customized Architectural Concrete Masonry Units" or shall be broken faced brick-type units with marble aggregate, in either case to be approved by CPI. All concrete masonry units shall be coated with a coating approved by Developer and there shall be no exposed concrete block on the exterior of any building unless approved by Developer. Concrete may be poured in place, tilt-up, or precast, and shall be finished in stone, textured or coated in a manner to be approved by CPI. All coating shall be approved by CPI and shall have a minimum life expectancy of 10 years.

Metal siding shall be used only in combination with one of the above materials and upon the specific approval of CPI. Only sidings of the self-weathering type or with a long life (10 years minimum) finish will be considered.

The following items shall be submitted to CPI for review and written approval:

(a) Site plan for the property, including the following:

(b) Building exterior materials specifications.

(c) Plans for landscaping and planting.

(d) Plans for exterior lighting and signs.

(e) Plans for sedimentation and impoundment as may be required by any government agency.

(f) Construction plans revealing elevations and exterior specifications.

VI. REGULATION OF IMPROVEMENTS

1. Completion of Constructions

After commencement of construction of any improvements or alterations, the parcel owner shall diligently prosecute the work thereon to the end that the improvements or alterations shall not remain in partially finished condition any longer than is reasonably necessary for completion thereof. The owner of any parcel on which improvements are being constructed shall at all times keep the parcel and the public and the private streets contiguous to the parcel free from any dirt, mud, garbage, scrap construction materials, trash or other debris which might be occasioned by construction of the improvements.

2. Site Coverage

No more than 33% of the building site shall be devoted to the erection and/or placement of buildings or other appurtenant structures, unless approved in writing by CPI.

3. Excavation

No excavation shall be made except in connection with construction of improvements; and upon completion thereof exposed openings shall be back-filled and compacted, and disturbed ground shall be graded and leveled.

4. Temporary Structures

No temporary buildings or other temporary structures shall be permitted on any building site; however, trailers, temporary building barricades, and the like shall be permitted for construction purposes during the construction period of permanent Building. Such structures shall be placed as inconspicuously as possible, shall cause no inconvenience to Owners or Occupants, and shall be removed not later than fourteen (14) days after the date of completion or date of occupancy of the Building(s) (whichever date is first) in connection with which the temporary structure was used, unless a variance is granted by CPI.

5. Building Placement

All buildings and other improvements shall be placed so that the existing topography and landscape shall be disturbed as little as possible, and so that the maximum number of desirable trees and other natural features will be preserved. Written permission must be obtained from CPI before removal of trees or other natural features begin.

6. Setbacks

No improvements other than approved signs, landscaping and walkways, shall be placed on any building site closer to a property line than as permitted by the ordinances of the City of Oak Ridge.

7. Off-Street Parking

No parking shall be permitted on any street or at any place other than on the paved parking spaces provided for and described hereinbelow. Each Owner and tenant shall be responsible for compliance with the foregoing by his employees and visitors. Adequate off-street parking shall be provided by each Owner and tenant for customers and visitors. The location, size and configuration of parking areas shall be subject to approval by CPI. the number of parking spaces to be provided shall conform to the requirements of the City of Oak Ridge.

All off-street parking and access drives and loading areas shall be paved, curbed with concrete, and property graded to assure proper drainage.

Overnight parking of trucks (except personally owned pick-up trucks used for transportation to work in the Park), construction equipment, campers, mobile homes, boats, trailers or motor homes is prohibited.

8. Utilities

All utility connections, including all electrical and telephone connections and installations of wires to buildings shall be made underground form the nearest available power source. No transformer, electric, gas, or other meter of any type or other apparatus shall be located on any power pole nor hung on the outside on any building, but the same shall be adequately screened and fenced. All installations shall be subject to prior written approval of CPI. CPI shall have the right to grant on any Building Site, easements for utilities within the setbacks of any Building site.

9. On-Site Drainage

Each Building Site Owner shall be required to provide adequate drainage facilities, sediment control and storm water management as required by City, County, State and Federal laws and regulations. 10. Storage and Refuse Areas

a. No materials, supplies, equipment, or refuse, including trash containers, shall be stored or kept in any areas on a building site except inside a closed building or behind a visual barrier which shall be at least six (6) feet in height. Such outside storage and barriers shall be permitted on the building site only with the prior written approval of CPI.

b. Any storage and refuse areas screened by visual barriers shall be located in the rear or side portions of the site, and not in the area between the structures and the street property line.

c. No junk, scrap, rubbish, trash, litter or refuse shall be deposited or permitted to remain or accumulate on any site or portion thereof which will detract form its neat and orderly appearance. All such rubbish, trash, litter or refuse shall be kept in sanitary containers.

11. Off-Street Loading

Each building site shall provide sufficient on-site loading facilities to accommodate site activities. Loading areas located in side yards shall be set back and screened to minimize the effect form the street and neighboring properties. Loading areas shall not be closer to the street property lines than permitted by ordinances of the City of Oak Ridge. No loading areas shall be permitted on the front of any building and, except where a lot is bounded by three or more roads, no loading areas shall be permitted on the side of any building facing a road.

12. Landscaping

a. All building sites shall be landscaped in accordance with a Landscaping Plan to be approved in writing by the City of Oak Ridge, and in absence of City requirements then as approved in writing by CPI prior to any development at the Building Site.

b. The area between the building walls and the site's property lines shall be used exclusively for the planting and growing of trees, shrubs, lawns, and other ground covering material as approved by CPI, except for such portions thereof as may be reasonably required for service access either to the buildings or parking and loading areas constructed on the site.

c. All landscaping required hereunder or otherwise to be provided on any Building Site shall be completed within sixty (60) days after the substantial completion of construction of any buildings to be constructed on the building site; provided however, if weather conditions do not at such time permit, then such landscaping shall be completed as soon thereafter as weather conditions permit.

d. All unused and non-landscaped land area that is planned for future building expansion or other purposes shall be maintained and kept free of weeds, other unsightly plant growth, rubbish and debris.

13. Signs

a. All signs shall be of a design and material approved by CPI. Unless otherwise approved by CPI, all signs attached to a building must be, parallel to, and contiguous with, its walls, and not projecting above its roof line. No sign of a flashing or moving character shall be installed and no sign shall be painted on any building wall. CPI reserves the right to enforce uniform sign standards and design throughout the affected property.

b. Plans and specifications for the construction, installation or alteration of all signs, including those in setback areas, on loading docks, parking facilities, submitted to CPI for written approval. Such plans and specifications for any sign shall include but not be limited to the color(s), dimensions, location on the site, height, copy, type of construction, type of illumination, length of time signs shall be displayed and other characteristics. No sign shall be erected, substituted, changed or modified on the property without the prior written approval of the CPI.

14. Rooftops

Building roofs are to be uncluttered, and in cases where roof mounted equipment is necessary, it shall be screened form view by a method to be approved by CPI.

VII. ENFORCEMENT

The Protective Covenants herein contained shall run with the land, and be binding upon and inure to the benefit of CPI and its successors and the Owners of every Building Site on the Property. These Protective Covenants may be enforced by CPI or by any of the other Owners of a Building Site in Commerce Park. The failure of CPI to enforce any of the Protective Covenants herein contained shall in no event be deemed to be a waiver of the right to do so for subsequent violations or of the right to enforce said Protective Covenants.

VIII. AMENDMENTS

The Protective Covenants may be amended by the action of the owners of at least sixty-six percent (66%) of the property, provided, however, that so long as CPI or its successor in interest retains legal title to any net acres in the property then CPI's or its successor's written consent to any amendment to the protective covenants adopted and imposed upon the property pursuant hereto shall be administered, and interpreted by CPI, so long as CPI retains legal title to any net acres. The term "Net Acres" for purposes of this paragraph shall be land held under private ownership excluding all land within streets, right-of-way, and easements and areas which have been formally dedicated to public use.

IX. SUCCESSOR

CPI may permanently assign any or all of its duties, obligations, and rights reserved to it by these Protective Covenants to any corporation, group, or association to administer these protective covenants.

X. NOTICES

All notices, consents, requests, demands and other communications provided for herein shall be in writing and shall be personally served, or sent by United States registered mail, return receipt requested, postage prepaid, to the intended party at its last known address.

IN WITNESS WHEREOF, Chesapeake Park, Inc. has executed these Covenants and Restrictions by the undersigned officer and has caused its corporate seal to be affixed, attested by its undersigned Secretary all pursuant to lawful corporate authority, as of 31st day of October 1988.

CHESAPEAKE PARK, INC. SIGNED BY PRESIDENT ATTEST BY SECRETARY

Please note these covenants are for marketing purposes only--Please contact Chesapeake Park, Inc. for an official copy.