Exhibit 10.18


                      DEVELOPMENT AGREEMENT

                             BETWEEN

                         CITY OF AUSTIN

                               AND

                       CIRCLE C LAND CORP.




                 Effective as of August 15, 2002

                        TABLE OF CONTENTS

                      DEVELOPMENT AGREEMENT

                                                           Page

I.   DEFINITIONS                                             2

II.  AGREEMENT CONSTITUTES RESTRICTIVE COVENANTS AND
     BINDING EFFECT AND ADDITIONAL LAND                      9

     2.1 RESTRICTIVE COVENANTS                               9
     2.2 BINDING EFFECT                                     10
     2.3.     OPTION TRACTS                                 10

         2.3A. Time                                         10
         2.3B. Option Tract Amendment                       10
         2.3C. Addition to Initial Parcel                   10
         2.3D. Compliance With Agreements                   11
         2.3E. Required Execution of Amendment              11
         2.3F. Authority of Director                        11

III. CITY REGULATIONS                                       12

     3.1 APPLICABLE REQUIREMENTS                            12
     3.2 CHAPTER 245 EXCEPTIONS                             13
     3.3 APPLICABILITY OF CHAPTER 245                       13

IV.  ZONING                                                 14

     4.1 ZONING ORDINANCES                                  14
     4.2 ZONING CHANGES                                     14

         4.2A Zoning Regulations Changes Inapplicable       14
         4.2B Certain Definitions                           14
         4.2C Effect of Downzone                            15
         4.2D Downzone Provisions Inapplicable to
     Certain Parcels                                        16
         4.2E No Election of Remedies; Further
     Assurances                                             17

V.   OVERALL SOS IMPERVIOUS COVER LIMITATION AND
     CONSERVATION EASEMENT TO RESTRICT IMPERVIOUS COVER     17

     5.1 CONSERVATION EASEMENT                              17
     5.2 OVERALL SOS IMPERVIOUS COVER LIMITATION            17

VI.  TOTAL PERMITTED DENSITY, DENSITY ALLOCATION, AND
     RECORDS                                                18

     6.1 GENERAL                                            18

         6.1A. Development Density                          18
         6.1B. Initial Allocations                          18
         6.1C. No Development Without Allocation; Mixed Use
                Projects                                    19
         6.1D. Ancillary Uses                               19
         6.1E. Civic Uses                                   19

     6.2 ALLOCATIONS FOR DIVISIONS BY CONVEYANCE OR
         DESIGNATION BY LANDOWNER                           20
     6.3 ALLOCATIONS FOR PLATTED LOTS                       21
     6.4 PLATTING AND RE-PLATTING                           21
     6.5 ASSIGNMENT OF DEVELOPMENT ALLOCATION               22
     6.6 FORM AND CITY REVIEW OF APPORTIONMENTS AND
         ASSIGNMENTS OF DEVELOPMENT ALLOCATION              23
     6.7 RECORDS                                            23
     6.8 ALLOCATIONS AND ASSIGNMENTS BY LANDOWNERS
         - BINDING EFFECT AND MORTGAGEE PROTECTION          24
     6.9 NOTICE OF CONVEYANCE                               25
     6.10 JOINT OWNERSHIP                                   25
     6.11 CUMULATIVE RESTRICTIONS                           25
     6.12 ALLOCATIONS AND ASSIGNMENTS TO BE
          COMPLIANT                                         25
     6.13     NOTICE TO PURCHASERS                          25

VII. LAND USE RESTRICTIONS AND MISCELLANEOUS DEVELOPMENT
     MATTERS  26

     7.1 LAND USE RESTRICTIONS                              26

         7.1A.Restrictions applicable to Parcel 115 -
              the Bear Lake PUD                             26
         7.1B.Open Space Restrictions on Parcels 104,
               105 and 109                                  27
         7.1C.Open Space Restrictions on Parcels 111,
               112 and 113                                  27
         7.1D.Service Stations and Underground Storage
              Tank Systems                                  28
         7.1E. Limitation on Retail Developments            28
         7.1F. Single Large Grocery Store Exception         28
         7.1G. Single Convenience Storage Project Exception 29
         7.1H. Critical Environmental Features Setback      29
         7.1I  Small Stream Buffers                         29
         7.1J. Water Wells                                  30
         7.1K. Electronic Testing Activities                30
         7.1L. Prior Covenants                              30
         7.1M  ROW Ponds                                    30
         7.1N  Wildflower Center Pond                       31
         7.1O  New Water Quality Controls Methodology       31
         7.1P  Erosion Controls                             32
         7.1Q  Maintenance of Water Quality Controls        32

              a.   Maintenance Responsibility               32
              b.   Certain Definitions                      33
              c.   Regulatory Authority and Operating
                    Permits                                 33
              d.   Additional Approval Requirements         34
              e.   Water Quality Control Restrictive
                    Covenants                               35
              f.   Cost Estimates for Initial Fiscal        35
              g.   Continuing Fiscal                        35
              h.    City Approval                           36

         7.1R Hill Country Conservancy Trust                36
         7.1S Pipelines                                     38

              a.   Special Provisions Regarding Parcels
                  Adjacent to the Longhorn Pipeline         38
              b.   Other Pipelines on the Land              39
              c.    Impact of Future Pipeline Ordinance     39
              d.   Dispute Resolution Regarding
                  Decisions of the Chief                    39

          7.2 MISCELLANEOUS DEVELOPMENT APPROVALS,
          STANDARDS AND AGREEMENTS                          40

         7.2A. City Fees                                    40
         7.2B. Certain Director Approved Variances and
                 Waivers                                    40
         7.2C. Water Quality Control Ponds                  40
         7.2D. Roads Across Critical Water Quality Zones    41
         7.2E. Roads                                        41
         7.2F. Park Land Dedication                         42
         7.2G. Platting Waived With Respect to Certain
               Transfers to the City, Circle C HOA, and
               the Wildflower Center                        42
         7.2H. Traffic Improvements                         42
         7.2I. Dedicated Review Team                        44
         7.2J. Stormwater Detention                         44

     7.3 AUSTIN CITY CODE AMENDMENT                         45

VIII.    WILDFLOWER CENTER AND GREEN BUILDING AGREEMENT     45

     8.1 DEDICATIONS                                        45
     8.2 GREEN BUILDING AGREEMENT                           45

IX.  CONVEYANCES TO THE CITY AND THE CIRCLE C HOA           46

     9.1 CONVEYANCES OF PARCELS 104, 105 AND 109            46
     9.2 PARCEL 102                                         46

X.   CIRCLE C HOMEOWNERS ASSOCIATION AGREEMENT              46

XI.  AISD SCHOOL SITES                                      47

XII. CONSIDERATION FOR DENSITY REDUCTION AND CERTAIN
     LAND PURCHASES BY CITY                                 47

     12.1     CREDIT BANKS                                  47
     12.2     USES OF THE CREDIT BANKS                      47

         12.2A. W/WW Utility Credit Bank                    47
         12.2B. Development Credit Bank                     48
         12.2C. Permitted Credit Bank Users                 48

     12.3     CREDIT BANK TRANSFERS                         49
     12.4     FISCAL DEPOSITS                               49
     12.5     CHILLER FACILITY                              50
     12.6     CONSTRUCTION OF EXTENSION OF SOUTH BAY
               ROAD                                         50
     12.7     FIRE STATION SITE                             51

XIII.    INTERCONNECTION OF WATER AND WASTEWATER SERVICE    52

     13.1.    Required Water Service Extensions             52

          13.1A.   Improvements Required for Extension of
                 Water Service to Parcel 110 (West Portion
                 Along State Highway 45)                    52

     13.2.    Required Wastewater Service Extensions        53

           13.2A.   Improvements Required For Extension of
               Wastewater Service to Parcel 103             53
           13.2B.   Improvements Required for Extension of
               Wastewater Service to Parcel 106             53
           13.2C.   Improvements Required for Extension
               of Wastewater Service to Parcel 107          54
           13.2D.   Improvements Required for Extension of
               Wastewater Service to Parcel 114             54

     13.3     Cost Reimbursement for Service Extensions     54

XIV. REPRESENTATIONS AND WARRANTIES                         55

     14.1     REPRESENTATIONS AND WARRANTIES OF CCLC        55

         14.1A.  Organization and Good Standing             56
         14.1B.  Authority, No Conflict                     56
         14.1C.  Title to Properties, Encumbrances          57

     14.2     REPRESENTATIONS AND WARRANTIES OF CITY        57

         14.2A.   Organization and Good Standing            57
         14.2B.   Authority, No Conflict                    58

     14.3     NO ADDITIONAL REPRESENTATIONS                 58

XV.  ESTOPPEL CERTIFICATE                                   58

XVI. DEFAULT AND REMEDIES                                   58

     16.1     CITY'S RIGHTS                                 58
     16.2     CITY'S REMEDIES                               59

         16.2A.   Notice of Violation, Corrective Action
                  and Litigation Remedies                   59
         16.2B.   City's Arbitration Remedies               60
         16.2C.   Failure to Act or Delay                   61
         16.2D.   Waiver of Certain Defenses                61
         16.2E.   No Liability For Actions of Others        61

     16.3     CCLC'S REMEDIES                               62

         16.3A.  CCLC's Remedies/Notice to City             62
         16.3B.  City Breach with Regards to Project
                  Approvals                                 62
         16.3C.  Failure to Act or Delay                    63

     16.4     ATTORNEYS' FEES AND COURT COSTS               63
     16.5     OVERRIDING LIMITATION ON REMEDIES             64

XVII.    MISCELLANEOUS                                      64

     17.1     ENTIRE AGREEMENT                              64
     17.2     VENUE                                         64
     17.3     NO PRESUMPTIONS                               65
     17.4     EXHIBITS                                      65
     17.5     SEVERABILITY                                  65
     17.6     COUNTERPARTS                                  65
     17.7     RECORDATION                                   65
     17.8     SUCCESSORS BOUND                              66
     17.9     COMPLIANCE ESTABLISHED FOR CERTAIN PLATTED
               RESIDENTIAL LOTS                             66
     17.10    AMENDMENT                                     66
     17.11    NOTICE                                        66

                      DEVELOPMENT AGREEMENT


     THIS DEVELOPMENT AGREEMENT (this "Agreement") is made to  be
effective  as of the 15th day of August, 2002 by and between  the
CITY  OF  AUSTIN,  a  home  rule city and  municipal  corporation
located  in Travis, Hays and Williamson Counties in the State  of
Texas  (the  "City") and CIRCLE C LAND CORP., a Texas corporation
("CCLC").  CCLC and the City are collectively referred to as  the
"Parties".

                            RECITALS:

     A.    CCLC is the owner of the Land, currently comprising 17
separate  parcels  (each  an "Initial Parcel")  located  entirely
within  the corporate city limits of the City.  Each such Initial
Parcel  is assigned a number from 101 to 115CZ and 115RZ  as  set
forth  in  Exhibit "B", and individual Initial  Parcels  will  be
referred  to  herein by reference to such parcel  numbers  (e.g.,
Parcel  101,  Parcel 102CZ, etc.), with Parcel 102CZ  and  Parcel
102RZ  being sometimes collectively referred to herein as  Parcel
102   and   Parcel   115CZ  and  Parcel  115RZ  being   sometimes
collectively referred to herein as Parcel 115.

     B.    The  Land  is  a  part of a master planned,  mixed-use
development  locally  known and referred  to  as  the  "Circle  C
Ranch."   Development of the Circle C Ranch began  in  the  early
1980's by CCLC's predecessor-in-interest as a unified master plan
development project.  The master plan included a land use plan, a
utility plan for the provision of water, wastewater, drainage and
other  utilities, a roadway and transportation plan, and  a  plan
for  schools, parks, and amenities for the entire Circle C  Ranch
community.  Since that time, development has occurred,  including
the  creation  and operation of municipal utility districts,  the
construction  and  operation  of  water  and  wastewater  utility
systems, the construction of major roadways, the construction  of
regional  stormwater  detention  and  drainage  facilities,   the
development  of  numerous subdivisions, and  the  dedication  and
improvement  of  parkland  and common areas.   Based  on  various
permits  and  approvals  applied for and approved  by  the  City,
including,  without  limitation,  the  filing  and  approval   of
preliminary subdivision plans covering all of the Land, CCLC  has
asserted that it has entitlements attributable to the Land  under
Chapter 245 of the Texas Local Government Code.

     C.   A controversy has arisen between the City and CCLC with
respect to the development ordinances and standards applicable to
the  Land  (the  "Controversy").  The City  and  CCLC  desire  to
resolve and settle all controversies between them regarding  City
development ordinances, regulations, and standards which apply to
the  Land  in  order  to provide certainty  with  regard  to  the
development  rights  applicable to the Land and  to  promote  the
timely  and  expeditious  review of all development  permits  and
applications related to the Land as set forth in this Agreement.

     NOW,  THEREFORE,  for good and valuable  consideration,  the
receipt  and  sufficiency  of  which  is  acknowledged,  and  the
Parties' respective covenants and agreements established by  this
Agreement, the Parties agree as follows:



                               I.
                           DEFINITIONS

     Unless  specifically defined elsewhere by this Agreement,  a
word or term listed in this Section has the following meaning  in
this  Agreement (terms defined in this Agreement  apply  to  both
singular and plural uses of such terms):

     "Affiliated Occupants" has the meaning set forth in  Section
7.1E of this Agreement.

     "Agreement" has the meaning set forth in the first paragraph
of this Agreement.

     "AISD"  has  the  meaning set forth in Article  XI  of  this
Agreement.

     "AISD Agreement" has the meaning set forth in Article XI  of
this Agreement.

     "Allowable  Impervious Cover" has the meaning set  forth  in
the Conservation Easement.

     "Alternative Traffic Signals" has the meaning set  forth  in
Section 7.2H of this Agreement.

     "Ancillary  Improvements"  has  the  meaning  set  forth  in
Section 6.1D of this Agreement.

     "Applicable  SOS Provisions" has the meaning  set  forth  in
Section 3.1 of this Agreement.

     "Apportionment  of Development Allocation" has  the  meaning
set forth in Section 6.2 of this Agreement.

     "Assigning Parcel" has the meaning set forth in Section  6.5
of this Agreement.

     "Assignment  of Development Allocation" has the meaning  set
forth in Section 6.5 of this Agreement.

     "Association" has the meaning set forth in Section  7.1Q  of
this Agreement.

     "Austin  City  Code"  means the Austin City  Code  of  1992,
together  with  all  its related technical criteria  manuals,  as
existing  and in effect on the Effective Date of this  Agreement,
and  does  not  mean  the Austin City Code or technical  criteria
manuals  as amended or replaced after the date of this Agreement,
unless expressly so stated in this Agreement.

     "Bear  Lake  Buffer" has the meaning set  forth  in  Section
7.1A(iii) of this Agreement.

     "BSEACD" has the meaning set forth in Section 7.1Q  of  this
Agreement.

     "CCLC"  has the meaning set forth in the first paragraph  of
this Agreement.

     "CCLC  Affiliate" has the meaning set forth in Section  12.3
of this Agreement.

     "Chapter 245" has the meaning set forth in Section  4.2C  of
this Agreement.

     "Chapter  245  Exceptions"  has the  meaning  set  forth  in
Section 3.2 of this Agreement.

     "Chief"  has the meaning set forth in Section 7.1S  of  this
Agreement.

     "Circle  C  HOA" has the meaning set forth in Article  X  of
this Agreement.

     "Circle  C  HOA  Agreements" has the meaning  set  forth  in
Article X of this Agreement.

     "Circle  C Zoning" has the meaning set forth in Section  4.1
of this Agreement.

     "City"  has the meaning set forth in the first paragraph  of
this Agreement.

     "City  Deeds"  has  the  meaning  set  forth  in  the  first
paragraph in Section 9.1 of this Agreement.


     "City Easements" has the meaning set forth in Section 9.1 of
this Agreement.

     "City  Fees  Notice" has the meaning set  forth  in  Section
12.2A of this Agreement.

     "Civic  Uses" has the meaning set forth in Section  6.1E  of
this Agreement.

     "Commercial Owners Association" has the meaning set forth in
Section 7.1R of this Agreement.

     "Commercial  Properties Declaration"  has  the  meaning  set
forth in Section 7.1R of this Agreement.

     "Commercial  Site  Permit"  has the  meaning  set  forth  in
Section 7.1Q of this Agreement.

     "commercial use" has the same meaning set forth  in  Section
25-2-4 of the Austin City Code.

     "Conservancy  Trust" has the meaning set  forth  in  Section
7.1R of this Agreement.

     "Conservation  Easement"  means  that  certain  Conservation
Easement  to Restrict Impervious Cover referenced in Section  5.1
below.

     "Constituent  Documents" means any  document  or  instrument
contemplated  by the terms of this Agreement to be  executed  and
delivered by any Parties or otherwise in connection herewith.

     "Contiguous Roadways" has the meaning set forth  in  Section
7.1M of the Agreement.

     "Continuing Violation" has the meaning set forth in  Section
16.2 of this Agreement.

     "Controversy" has the meaning set forth in Recital C of this
Agreement.

     "Convenience Storage Project" has the meaning set  forth  in
Section 7.1G of this Agreement.

     "Convenience Storage Project Location Designation"  has  the
meaning set forth in Section 7.1G of this Agreement.

     "Credit Banks" has the meaning set forth in Section 12.1  of
this Agreement.

     "Credit  Bank Fiscal Deposit" has the meaning set  forth  in
Section 12.4 of this Agreement.

     "Current Requirements" has the meaning set forth in  Section
3.1 of this Agreement.

     "Critical Water Quality Zone" means any portion of the  Land
classified as a critical water quality zone under Section 25-8-92
of the Austin City Code.

     "DDZ"  has  the meaning set forth in Section 12.2C  of  this
Agreement.

     "DDZ  Transferee" has the meaning set forth in Section  12.3
of this Agreement.

     "Debited  Amount" has the meaning set forth in Section  13.3
of this Agreement.

     "Dedicated Review Team" has the meaning set forth in Section
7.2I of this Agreement.

     "development" has the same meaning set forth in Section 25-1-
21 (27) of the Austin City Code.

     "Development  Allocation"  has  the  meaning  set  forth  in
Section 6.1B of this Agreement.

     "Development Allocation Records" has the meaning  set  forth
in Section 6.7 of this Agreement.

     "Development  Credit  Bank" has the  meaning  set  forth  in
Section 12.2B of this Agreement.

     "Development Credit Bank Uses" has the meaning set forth  in
Section 12.2B of this Agreement.

     "development density" means the density of development of  a
particular type of project on the Land or on a particular Parcel.
For  office  and retail development, development  density  is  by
reference  to  Net  Floor  Area  (measured  in  square  feet)  of
development,  and  for  residential and multi-family  residential
development, development density is measured by reference to  the
number of residential living units.

     "Development  Fees"  has the meaning set  forth  in  Section
12.2B of this Agreement.

     "Director" has the meaning set forth in Section 7.2B of this
Agreement.

     "Discrete  Parcel" has the meaning set forth in Section  6.5
of this Agreement.

     "Downzone" has the meaning set forth in Section 4.2B of this
Agreement.

     "Downzoned Parcel" has the meaning set forth in Section 4.2B
of this Agreement.

     "Electronic  Testing" is the testing  of  an  electrical  or
electronic component for a computer, computer peripheral,  radio,
telephone,   scientific   or  medical  instrument,   or   similar
equipment.

     "Effective Date" means August 15, 2002.

     "Erosion Controls" has the meaning set forth in Section 7.1P
of this Agreement.

     "Escarpment  Segment" has the meaning set forth  in  Section
13.1A of this Agreement.

     "Estimated Costs" has the meaning set forth in Section  7.2H
of this Agreement.

     "Existing  Wells" has the meaning set forth in Section  7.1J
of this Agreement.

     "Facility" has the meaning set forth in Section 7.1Q of this
Agreement.

     "Fire  Station  Site" has the meaning set forth  in  Section
12.7 of this Agreement.

     "Fiscal Notice" has the meaning set forth in Section 12.4 of
this Agreement.

     "Fully  Permitted  Projects" has the meaning  set  forth  in
Section 6.2 of this Agreement.

     "Green  Building  Agreement" has the meaning  set  forth  in
Section 8.2 of this Agreement.

     "Gross Floor Area" has the meaning set forth in and will  be
calculated pursuant to the methodology set forth in Section 25-1-
21  (43)  of  the  Austin City Code with the  understanding  that
loading  docks  will only be included in the calculation  to  the
extent they are within the building line of the structure subject
to the calculation.

     "HCCT Assessment" has the meaning set forth in Section  7.1R
of this Agreement.


     "Impervious Cover" has the meaning set forth in and shall be
calculated pursuant to the Conservation Easement.

     "Indicated Use" has the meaning set forth in Section 6.2  of
this Agreement.

     "Initial Parcel" has the meaning set forth in Recital  A  of
this Agreement.

     "Judgment" has the meaning set forth in Section 4.2B of this
Agreement.

     "Land"  means  those certain parcels of land  consisting  of
approximately  1,260 acres that are (i) graphically  depicted  in
the  schematic drawing shown in Exhibit "A" and (ii)  more  fully
described in Exhibit "B".

     "Landowner" means the fee simple owner of a portion  of  the
Land.

     "Large  Grocery Store" has the meaning set forth in  Section
7.1F of this Agreement.

     "Large  Grocery Store Location Designation" has the  meaning
set forth in Section 7.1F of this Agreement.

     "Longhorn  Pipeline" has the meaning set  forth  in  Section
7.1S of this Agreement.

     "Maintenance Agreement" has the meaning set forth in Section
7.1Q of this Agreement.

     "Map  Change Downzone" has the meaning set forth in  Section
4.2B of this Agreement.

     "Mid-Tex  Service Extensions" has the meaning set  forth  in
Section 13.A of this Agreement.

     "Modified Current Requirements" has the meaning set forth in
Section 3.1 of this Agreement.

     "Multi-Family  Residential" has the  meaning  set  forth  in
Section 6.1A of this Agreement.

     "Net  Site  Area"  as to any portion of the  Land,  has  the
meaning, and is calculated pursuant to the formula, set forth  or
referred to in the Conservation Easement.

     "Net Floor Area" means Gross Floor Area multiplied by 0.95.

     "New  Methodology" has the meaning set forth in Section 7.1O
of this Agreement.

     "New Ordinance" has the meaning set forth in Section 7.1O of
this Agreement.

     "North  Pond" has the meaning set forth in Section  7.2J  of
this Agreement.

     "Notice of Lender" has the meaning set forth in Section  6.8
of this Agreement.

     "Office" has the meaning set forth in Section 6.1A  of  this
Agreement.

     "open space" means land that is free of development.

     "Operating Permit" has the meaning set forth in Section 7.1Q
of this Agreement.

     "Option Tract" has the meaning set forth in Section 2.3A  of
this Agreement.

     "Parcel" means any portion of real property which is a  part
of the Land.

     "Parcel  102 Dedication Tract" has the meaning set forth  in
Section 9.2 of this Agreement.

     "Parties"  has the meaning set forth in the first  paragraph
of this Agreement.

     "Permitted Transferee" has the meaning set forth in  Section
12.3 of this Agreement.

     "Platted Parcel" has the meaning set forth in Section 6.4 of
this Agreement.

     "Pipeline  Ordinance" has the meaning set forth  in  Section
7.1S of this Agreement.

     "Preliminary  Plan" means a preliminary  plan  covering  any
portion of the Land which is filed pursuant to Section 25-4-51 of
the Austin City Code.

     "Receiving Parcel" has the meaning set forth in Section  6.5
of this Agreement.

     "Remaining  Portion  Parcel" has the meaning  set  forth  in
Section 6.4 of this Agreement.

     "Report" has the meaning set forth in Section 7.1S  of  this
Agreement.

     "Requirements" has the meaning set forth in Section  3.1  of
this Agreement.

     "Residential" has the meaning set forth in Section  6.1A  of
this Agreement.

     "Residential Facility" has the meaning set forth in  Section
7.1Q of this Agreement.

     "Retail" has the meaning set forth in Section 6.1A  of  this
Agreement.

     "SER No. 2189" has the meaning set forth in Section 13.1  of
this Agreement.

     "SER No. 2190" has the meaning set forth in Section 13.2  of
this Agreement.

     "South Bay Extension" has the meaning forth in Section  12.6
of this Agreement.

     "South  Bay  Extension Dedication Deed" has the meaning  set
forth in Section 12.6 of this Agreement.

     "South  Pond" has the meaning set forth in Section  7.2J  of
this Agreement.

     "SOS Ordinance" has the meaning set forth in Section 3.1  of
this Agreement.

     "Spruce Canyon Segment" has the meaning set forth in Section
13.1A of this Agreement.

     "Spruce Canyon Segment Allocation" has the meaning set forth
in Section 13.1A of this Agreement.

     "structure" has the same meaning set forth in Section  25-1-
21 (107) of the Austin City Code.

     "Text  Change Downzone" has the meaning set forth in Section
4.2B of this Agreement.

     "Total  Permitted  Density" has the  meaning  set  forth  in
Section 6.1A of this Agreement.

     "Transfer Notice" has the meaning set forth in Section  12.3
of this Agreement.

     "TxDot"  has the meaning set forth in Section 7.1M  of  this
Agreement.


     "Use  Categories" has the meaning set forth in Section  6.1A
of this Agreement.

     "USFWS"  has the meaning set forth in Section 7.1M  of  this
Agreement.

     "Visual  Buffer Zone" has the meaning set forth  in  Section
7.1A(iv) of this Agreement.

     "Water  Quality Controls RC" has the meaning  set  forth  in
Section 7.1Q of this Agreement.

     "Water Quality Controls Retrofit" has the meaning set  forth
in Section 7.1M of this Agreement.

     "Water  Director" has the meaning set forth in Article  XIII
of this Agreement.

     "Wastewater Service Extensions" has the meaning set forth in
Section 13.2 of this Agreement.

     "Water  Service  Extensions" has the meaning  set  forth  in
Section 13.1 of this Agreement.

     "Wildflower Center" has the meaning set forth in Section 8.1
of this Agreement.

     "Wildflower  Dedication Deed" has the meaning set  forth  in
Section 8.1 of this Agreement.

     "W/WW  Utility  Credit Bank" has the meaning  set  forth  in
Section 12.2A of this Agreement.

     "W/WW Utility Credit Bank Uses" has the meaning set forth in
Section 12.2A of this Agreement.

     "W/WW  Utility  Fees" has the meaning set forth  in  Section
12.2A of this Agreement.

     "Year"  has  the meaning set forth in Section 12.3  of  this
Agreement.

     Other   terms   in   this  Agreement  denoted   by   initial
capitalization  are  expressly defined in this  Agreement  or  by
reference.


                               II.
 AGREEMENT CONSTITUTES RESTRICTIVE COVENANTS AND BINDING EFFECT
                       AND ADDITIONAL LAND

2.1  RESTRICTIVE COVENANTS

     The  City and CCLC acknowledge and agree that this Agreement
(i)  touches  and  concerns the Land, will  be  recorded  in  the
Official   Records  of  Travis  and  Hays  Counties,  Texas   and
constitutes restrictive covenants required by the City; and  (ii)
except  as  otherwise specifically provided in this Agreement  to
the  contrary,  runs with the Land and is binding upon  each  and
every   successor-in-interest   of   CCLC,   including,   without
limitation  each successor-in-ownership of CCLC with  respect  to
any  part  of  the  Land.  The Parties further  acknowledge  that
following the execution and delivery of the Constituent Documents
the  City will have a property interest in the Land in accordance
with  the  Conservation  Easement.   Any  Landowner  that  sells,
assigns  or otherwise transfers any portion of the Land,  or  who
contracts  to  do  so,  shall  disclose  to  prospective  buyers,
assignees  or other transferees of any such portion of  the  Land
(including  prospective purchasers of residential lots)  (a)  the
terms  of  this Agreement and the Constituent Documents and,  (b)
that   this  Agreement  and  the  Constituent  Documents   affect
development  and/or building plans that involve Impervious  Cover
and/or development density.  A written disclosure in the form set
forth in Exhibit "C" shall be sufficient for complying with  this
disclosure obligation.

2.2  BINDING EFFECT

     The Parties acknowledge and agree as a material term of this
Agreement that their respective obligations under this Agreement,
including,  without limitation, those set forth in  Article  III,
will continue and will be binding even if other laws currently in
effect  or  enacted or modified after the Effective  Date,  would
otherwise limit, eliminate, modify, enhance or impair the  City's
regulatory power or ability to enforce the obligations  of  CCLC,
or the limitation on land use, set forth in this Agreement.

2.3  OPTION TRACTS

     2.3A.   Time.   At  any  time  within  36  months  from  the
Effective  Date,  upon application by CCLC  (but  not  subsequent
Landowners)  and  subject to compliance with the  terms  of  this
Section  2.3, each of the tracts described in Exhibit "D"  hereto
(each  an  "Option Tract") may be incorporated  within  the  Land
covered by this Agreement and the Conservation Easement from time
to  time  by sending written notice thereof to the City.  Exhibit
"E-1"   hereto  contains  a  table  showing  what  the  Allowable
Impervious  Cover  allocations and Maximum Impervious  Cover  (as
defined  in  the Conservation Easement) would be for all  of  the
Initial  Parcels if all of the Option Tracts were to be  included
pursuant to this Section.

     2.3B.   Option Tract Amendment.  If CCLC desires to  include
an  Option Tract in the Land within such 36 month period and  the
owner  of  the  tract in question is willing to  so  include  the
tract,  then  CCLC  will provide the City with a  written  notice
thereof  along with reasonable evidence of the ownership of  such
tract.   The  City, acting through the Director,  CCLC,  and  the
owner  of the tract to be included (if different than CCLC)  will
execute  an amendment to this Agreement and an amendment  to  the
Conservation  Easement, both of which must be in form  reasonably
satisfactory to the Parties, incorporating such tract within  the
Land  covered  by  this  Agreement and the Conservation  Easement
within  a  reasonable  period  of time  after  the  notice.   The
amendments  will  be  recorded in the Real  Property  Records  of
Travis and Hays Counties, Texas.

     2.3C.   Addition to Initial Parcel.  At the time  an  Option
Tract  is  included  under this Agreement  and  the  Conservation
Easement in compliance with the terms of this Section 2.3,

     (i)  the Option Tract will become part of the Initial Parcel
          listed  for  the Option Tract in Exhibit  "D"  for  the
          purposes   of   this  Agreement  and  the  Conservation
          Easement,

     (ii) the  Allowable Impervious Cover listed for  the  Option
          Tract on Exhibit "E-2" hereto will be allocated to  the
          Parcel  or Parcels as CCLC may direct by written notice
          to the City so long as such allocation does not violate
          any  of the terms of this Agreement or the Conservation
          Easement, and

     (iii)  the  Maximum  Impervious Cover,  as  defined  in  the
          Conservation  Easement, for the Initial  Parcel  listed
          for  the Option Tract in Exhibit "E-2" hereto under the
          heading "Initial Parcel whose Maximum Impervious  Cover
          Is  to Be Increased" will be increased by the amount of
          the  Allowable Impervious Cover allocated  pursuant  to
          clause (ii) above.

The  initial Development Allocation for the Option Tract will  be
zero  in  each  Use Category.  No allocations or  assignments  of
Development Allocation or Allowable Impervious Cover may be  made
to or from an Option Tract until the Option Tract is incorporated
into  the  Land  and  made  a  part of  this  Agreement  and  the
Conservation Easement.

     2.3D.   Compliance With Agreements.  At the time  an  Option
Tract  is  subjected  to  the terms of  this  Agreement  and  the
Conservation  Easement,  the tract  must  have  allocated  to  it
adequate  Allowable  Impervious Cover and Development  Allocation
sufficient  to  cause  existing and/or then  fully  approved  and
finally  permitted improvements and/or Impervious  Cover  on  the
tract  to  then  be  in compliance with this  Agreement  and  the
Conservation Easement.

     2.3E.   Required  Execution  of  Amendment.   The  amendment
subjecting an Option Tract to the terms of this Agreement and the
terms  of  the Conservation Easement must be joined  in  by  such
persons   and/or  entities  as  the  City  deems   necessary   or
appropriate to indefeasibly subject such tract, and all then  and
future  holder(s)  of  any  then existing  right,  title,  and/or
interest in and to such tract, to the terms of this Agreement and
the  Conservation Easement.  Should any person or entity that  is
required  to join in an amendment executed pursuant to the  terms
of  this  Section 2.3 fail to execute and deliver  the  necessary
amendment,  said  tract  will not be  included  in  the  Land  or
subjected to the terms of this Agreement and will not be entitled
to  any  of  the benefits conferred by this Agreement or  in  the
Conservation Easement.

     2.3F.   Authority  of  Director.   The  Director   has   the
authority  to take whatever action is necessary to implement  the
inclusion  of  any  Option Tract pursuant to the  terms  of  this
Section  without  any  review  or approval  by  any  City  board,
commission or council.


                              III.
                        CITY REGULATIONS



3.1  APPLICABLE REQUIREMENTS

     The  City  and CCLC acknowledge and agree that the  Modified
Current  Requirements shall apply and shall continue to apply  to
and govern any and all development activity that has commenced on
the Land, or any portion of the Land, or that is commenced on the
Land,  or any portion of the Land, within 30 years from and after
the  Effective  Date.  Other than the Chapter 245 Exceptions,  no
Requirement  enacted, adopted or implemented after the  Effective
Date shall apply to development of the Land that is commenced  on
the  Land, or any portion of the Land, within 30 years  from  and
after  the Effective Date.  Any development activity on the  Land
or  any  portion  thereof that is commenced after  such  30  year
period  shall  be governed by the Requirements in effect  at  the
time  such development activity commences.  For purposes of  this
paragraph  only, a development activity will be  deemed  to  have
"commenced"  when  the  first  of  an  application  for   (A)   a
Preliminary  Plan, or (B) a site development  permit,  or  (C)  a
subdivision  plat,  has  been  filed  with  the  City  for   that
development  activity.  As a material part of the  settlement  of
the  Controversy  and  even  though CCLC  asserts  that  the  SOS
Ordinance  does not apply to the Land, CCLC hereby  subjects  the
Land  to the Applicable SOS Provisions pursuant to the terms  and
provisions  of  this  Agreement and  the  Conservation  Easement.
Accordingly,  if  a  Parcel  is eliminated  from  this  Agreement
pursuant  to  the  terms of this Agreement, CCLC's  agreement  to
subject the Land to the Applicable SOS Provisions will no  longer
apply to that Parcel.

     The following apply in this Agreement:

     "SOS Ordinance" means Sections 25-8-511 through 25-8-523  of
     the Austin City Code.

     "Applicable  SOS  Provisions"  means  the  requirements  and
     limitations contained in the SOS Ordinance in effect on  the
     Effective Date except to the extent such requirements and/or
     limitations are in conflict with the terms and provisions of
     this  Agreement,  the  Conservation  Easement,  and/or   any
     ordinances enacted to carry out the terms of this  Agreement
     and/or the Conservation Easement (see e.g. Section 5.2).

     "Requirements"  means  all of the City's  laws,  ordinances,
     codes, regulations, rules, policies, requirements, technical
     construction  standards, traffic criteria and  manuals,  and
     development related procedures and processes.

     "Current  Requirements" means the Requirements,  other  than
     the  SOS  Ordinance,  in effect on the  Effective  Date  and
     applicable to the Land or that would otherwise be applicable
     to  any  development activity on the Land  disregarding  any
     effect of Chapter 245 of the Texas Local Government Code  or
     any other similar rights.

     "Modified  Current  Requirements"  means  (i)  the   Current
     Requirements as expressly waived, modified or abated by this
     Agreement,  the Conservation Easement, and/or any ordinances
     enacted to carry out the terms of this Agreement and/or  the
     Conservation  Easement, (ii) the Applicable SOS  Provisions,
     and  (iii)  any Requirements that are Chapter 245 Exceptions
     enacted, adopted or implemented after the Effective Date.


3.2  CHAPTER 245 EXCEPTIONS

     The  City  and CCLC agree that notwithstanding the foregoing
terms  of this Article III, the Requirements with respect to  the
following shall apply to development activity on the Land or  any
portion  of  the Land as they are enacted and/or amended  by  the
City from time to time ("Chapter 245 Exceptions"):

     (i)  municipal  zoning regulations that do  not  affect  lot
          size, lot dimensions, lot coverage, or building size or
          that   do  not  change  development  permitted   by   a
          restrictive covenant required by a municipality;
     (ii) regulations for sexually oriented businesses;
     (iii)      fees  imposed  in  conjunction  with  development
     permits;

     (iv) regulations for annexation;
     (v)  regulations  for  utility connections not  in  conflict
          with the express terms of this Agreement with regard to
          utilities;
     (vi) regulations to prevent imminent destruction of property
          or  injury  to persons, including regulations effective
          only  within a flood plain established by federal flood
          control programs and enacted to prevent the flooding of
          buildings intended for public occupancy;
     (vii)     construction standards for public works located on
     public lands or easements; and

     (viii)     ordinances incorporating uniform building,  fire,
          electrical, plumbing, and/or mechanical codes,  adopted
          by   a   national  code  organization,   and/or   local
          amendments  to  such codes enacted  solely  to  address
          imminent  threats of destruction of property or  injury
          to persons.

3.3  APPLICABILITY OF CHAPTER 245

     The  Parties acknowledge that this Agreement, when  executed
and  delivered  by the City, shall constitute an  approval  of  a
permit in a series of permits required from the City for the  use
and  development of the Land in accordance with the terms of this
Agreement  and, as such, the development rights and  entitlements
provided  to CCLC, its successors and assigns, pursuant  to  this
Agreement,  shall  be protected under Chapter 245  of  the  Texas
Local Government Code.


                               IV.
                             ZONING

4.1  ZONING ORDINANCES.

     On  or  before  the  Effective Date, the City  approved  and
adopted  zoning ordinances with conditional overlay  restrictions
for  each  of the 17 Initial Parcels comprising all of the  Land.
Each of such ordinances are referenced in Exhibit "F" ("Circle  C
Zoning").


4.2  ZONING CHANGES.

     4.2A  Zoning Regulations Changes Inapplicable.   As  of  the
Effective  Date, all zoning regulations of the City are  codified
in Chapter 25-2 of the Austin City Code.  A change in the, or the
addition of, zoning regulations currently in Chapter 25-2 of  the
Austin  City  Code in effect from time to time  applicable  to  a
particular  zoning classification, regardless of where  codified,
will not apply to a Parcel with that zoning classification unless
(a)  the  Landowner of that Parcel at the time of the  change  or
addition has stated in a written notice to the City that it  does
not  object  to  the  change or addition, or (b)  the  applicable
Landowner  fails to timely object to the change  or  addition  in
accordance with  the provisions of clause (iii) in the definition
of  Text  Change  Downzone below, or (c) the change  or  addition
becomes  effective on or after the date which is 30  years  after
the Effective Date.

     4.2B  Certain Definitions.  The following definitions  apply
in this Agreement:

     "Downzone"  means  either a Map Change Downzone  or  a  Text
     Change  Downzone which becomes effective on  or  before  the
     date which is 30 years after the Effective Date.

     "Downzoned Parcel" means the portion of the Land for which a
     Downzone is effected.

     "Map   Change   Downzone"  means  a  change  of   a   zoning
     classification  of a Parcel, by the City, over  the  written
     objection of the Landowner of the Parcel at the time of that
     change,   that   results  in  a  more   restrictive   zoning
     classification than that which applied to the  Parcel  under
     the  Circle  C  Zoning.   A  Map  Change  Downzone  will  be
     effective  on  the  day that the zoning ordinance  effecting
     that change becomes effective.

     A  "Text Change Downzone" will have occurred with respect to
     a Parcel if all of the following have occurred:

          (i)   There  is  a change in the, or the  addition  of,
          zoning  regulations currently in Chapter  25-2  of  the
          Austin City Code in effect from time to time applicable
          to the zoning classification of that Parcel, regardless
          of  where codified, which, if applicable to the Parcel,
          would  cause  the Circle C Zoning of the Parcel  to  be
          more  restrictive, and the Landowner of the  Parcel  at
          the  time  of  the change did not state  in  a  written
          notice  to  the  City that it does not  object  to  the
          change.

          (ii)  Either  (A)  a  court of  competent  jurisdiction
          renders  a  final judgment ("Judgment") to  the  effect
          that  the  change referred to in clause (i) immediately
          above  is  applicable  to  the  Parcel  notwithstanding
          Section  4.2A, and the Landowner of the Parcel  at  the
          time  that  judgment  became final did  not  thereafter
          state in a written notice to the City that it does  not
          object  to  the  change,  or (B)  the  City  takes  the
          position  that, or denies or fails to timely process  a
          permit  application  based on an  assertion  that,  the
          change  referred to in clause (i) immediately above  is
          applicable to the Parcel notwithstanding Section 4.2A.

          (iii)     Either (A) the Landowner of the Parcel at the
          time  that Judgment became final notifies the  City  in
          writing within 60 days after the Judgment became  final
          that  the Landowner objects to that change, or (B)  the
          Landowner  of the Parcel notifies the City  in  writing
          within  60 days after the Landowner becomes aware  that
          the City takes the position that the change referred to
          in clause (i) above is applicable to the Parcel, or the
          City  denies  or  fails  to  timely  process  a  permit
          application  based  on  an assertion  that  the  change
          referred  to in clause (i) above is applicable  to  the
          Parcel, and the City does not cause the change to cease
          to  apply  to  that Parcel within 120  days  after  the
          giving  of  that written notice.  With respect  to  the
          situation  where the City takes the position  that  the
          change  referred to in clause (i) immediately above  is
          applicable to the Parcel notwithstanding Section  4.2A,
          the change shall, for the purpose of that situation, be
          considered to have ceased to apply to the Parcel if the
          City  provides  the relevant Landowner with  a  writing
          stating that the City no longer takes the position that
          the  change referred to in clause (i) immediately above
          is applicable to the Parcel.

     A Text Change Downzone will be effective upon the expiration
     of  the City's 120 day cure period set forth in clause (iii)
     above.

     4.2C  Effect of Downzone.  If the City takes any action  the
effect  of  which is to Downzone all or any portion of the  Land,
then the following will apply:

     (i)  Downzoned  Parcel.  At the option of the  Landowner  of
          the  Downzoned  Parcel at the time the Downzone  became
          effective,  exercised by written  notice  to  the  City
          within  60  days after the Downzone becomes  effective,
          the  Downzoned  Parcel  will be  eliminated  from  this
          Agreement  and the Conservation Easement, and  will  be
          treated as if it was never part of this Agreement,  the
          Conservation  Easement or any of the other  Constituent
          Documents.   Accordingly, if such option is  exercised,
          all rights with respect to the Downzoned Parcel will be
          the  same  as they were on the day before the Effective
          Date,  including entitlements, if any, attributable  to
          the  Downzoned Parcel under Chapter 245  of  the  Texas
          Local   Government  Code  ("Chapter  245"),   and   the
          Downzoned Parcel will no longer be subject to the Green
          Building  Agreement  or  the Circle  C  HOA  Agreements
          pursuant  to  the  terms of those agreements.   Without
          limiting  the  generality  of  the  foregoing,  if  the
          Landowner  of  the  Downzoned  Parcel  exercises   that
          option,  the Landowner of the Downzoned Parcel will  be
          entitled  to avail itself of the benefits of all  legal
          rights available on the date before the Effective  Date
          and  of  the  benefits  of all legal  rights  available
          pursuant  to any laws enacted or modified on  or  after
          the Effective Date with regard to the Downzoned Parcel,
          including  entitlements, if any,  attributable  to  the
          Downzoned Parcel under Chapter 245.  It is acknowledged
          and agreed that, with regard to a Downzoned Parcel,  if
          such  option  is  exercised,  it  is  deemed  that  the
          "project" for the Downzoned Parcel, as it relates to  a
          determination  of entitlements, if any,  under  Chapter
          245,  will not have changed due to the Downzoned Parcel
          being  subjected  to this Agreement,  the  Conservation
          Easement, or any of the Constituent Documents or due to
          any  applications  for  permits or  permits  issued  in
          accordance  with  the  terms  and  provisions  of  this
          Agreement or the Conservation Easement.

     (ii) Parcels  104, 105 and the Parcel 102 Dedication  Tract.
          At  the  option of CCLC exercised by written notice  to
          the  City  within  60 days after the  Downzone  becomes
          effective, title to Parcels 104, 105 and the Parcel 102
          Dedication  Tract will revert back or be reconveyed  to
          CCLC  with  no additional encumbrances than existed  on
          the Effective Date (other than public utility easements
          (e.g.   water,  wastewater  and  electrical  utilities)
          provided  for  in  this Agreement or  the  Constituents
          Documents),  and the City's easements on those  Parcels
          provided  for  in  this Agreement,  other  than  public
          utilities  easements, will be terminated and  released.
          In  such  an  event, Parcels 104 and 105  will  not  be
          subject to the restrictions in Section 7.1B.  The  City
          hereby  warrants  that title to such Parcels  upon  any
          such  reverter  or  reversion will  be  subject  to  no
          additional  encumbrances than existed on the  Effective
          Date (other than public utility easements provided  for
          in  this Agreement or the Constituents Documents).   If
          CCLC  exercises  that  option, those  Parcels  will  be
          eliminated  from  this Agreement and  the  Conservation
          Easement,  and  will be treated as if they  were  never
          part  of  this  Agreement or the Conservation  Easement
          such that rights with respect to those Parcels will  be
          the  same  as  on  the day before the  Effective  Date,
          including entitlements, if any, attributable  to  those
          Parcels  under  Chapter 245.  It  is  acknowledged  and
          agreed  that, if such option is exercised, with  regard
          to  those Parcels, it is deemed that the "project"  for
          each  Parcel,  as  it  relates to  a  determination  of
          entitlements, if any, under Chapter 245, will not  have
          changed  due  to  the Parcel being  subjected  to  this
          Agreement,  the Conservation Easement, or  any  of  the
          Constituent  Documents or due to any  applications  for
          permits or permits issued in accordance with the  terms
          and  provisions  of this Agreement or the  Conservation
          Easement.

     4.2D  Downzone  Provisions Inapplicable to Certain  Parcels.
This  Section 4.2 does not apply to (i) Parcel 109,  Parcel  111,
Parcel 112 or Parcel 113, (ii) a platted single-family (including
duplex)  residential  lot upon which a residential  dwelling  has
been  constructed  which is or has been occupied,  or  (iii)  any
Parcel  for  which  the zoning classification changed  after  the
Effective Date if the Landowner of that Parcel at the time of the
zoning  classification change consented in writing to the  change
prior to the change.

     4.2E  No  Election  of  Remedies; Further  Assurances.   The
exercise  of  an  election referred to in  Section  4.2C  by  the
Landowner  of a Downzoned Parcel or by CCLC will not be construed
as  an election of remedies.  All other remedies for the Downzone
of  the  Downzoned  Parcel, whether available at  common  law  or
enacted on, before or after the Effective Date, are preserved  if
such election is exercised.  In the event of such an exercise  of
that  election, the City, CCLC and the Landowner  must  take  any
additional  actions  and  execute and acknowledge  any  documents
necessary to effectuate the terms of this Section 4.2.


                               V.
OVERALL SOS IMPERVIOUS COVER LIMITATION AND CONSERVATION EASEMENT
                  TO RESTRICT IMPERVIOUS COVER



5.1  CONSERVATION EASEMENT.

     CCLC  has, contemporaneously with the execution and delivery
of  this  Agreement, granted to the City of Austin a Conservation
Easement  to Restrict Impervious Cover ("Conservation  Easement")
of  even date herewith, in conformity with Texas Natural Resource
Code, Chapter 183 and other applicable law, covering the entirety
of  the  Land.   The Conservation Easement has been  or  will  be
recorded  in  the  Real  Property Records  of  Travis   and  Hays
Counties, Texas.


5.2  OVERALL SOS IMPERVIOUS COVER LIMITATION.

     Pursuant  to  the  Conservation  Easement,  CCLC  agrees  to
restrict  the aggregate allowable Impervious Cover available  for
development  of  the  Land as a whole.  The  aggregate  allowable
Impervious  Cover  on the Land is the same amount  of  Impervious
Cover for the development of the Land that is permitted under and
calculated in accordance with the SOS Ordinance in the  aggregate
for  all  of the Land taken together.  The Conservation  Easement
provides  that each Initial Parcel has a specific maximum  amount
of allowable Impervious Cover, and, with the exception of Parcels
103,  106,  107 and 110, no Initial Parcel taken as a  whole  may
exceed  the Impervious Cover limitations otherwise set  forth  in
the SOS Ordinance.


                               VI.
    TOTAL PERMITTED DENSITY, DENSITY ALLOCATION, AND RECORDS

6.1  GENERAL.

     6.1A.     Development Density.  The maximum aggregate amount
of  development  density permitted on the Land  with  respect  to
certain project types is as follows ("Total Permitted Density"):

          Office                    750,000 square  feet  of  Net
Floor Area
          Retail                    250,000 square  feet  of  Net
Floor Area
          Residential              1,730 living units
          Multi-Family Residential 900 living units

     The  development of Multi-Family Residential units  consumes
Development Allocations  in both the Residential and  the  Multi-
Family  Residential Use Categories, i.e., for  each  Multi-Family
Residential  unit  developed  on  the  Land,  there  must  be   a
Development  Allocation of one Residential unit  and  one  Multi-
Family  Residential  unit for the Multi-Family  Residential  unit
being  developed.   For  the purpose of Development  Allocations,
each residential duplex structure shall be treated as two single-
family residential living units.

     As  reflected above, the Total Permitted Density is  divided
into  four different use categories consisting of office, retail,
residential  and  multi-family  residential  ("Use  Categories").
The  projects permitted within the four Use Categories  are  more
particularly delineated on Exhibits "G-1", "G-2", "G-3" and "G-4"
respectively  and are sometimes referred to herein  as  "Office,"
"Retail,"    "Residential,"   and   "Multi-Family    Residential"
respectively.

     If  a  particular use or proposed use on a Parcel is  a  use
listed  in more than one of the Use Categories, the Landowner  of
that  Parcel must notify the City in writing of the Use  Category
for the proposed use so that the City can determine whether there
is  sufficient  and  appropriate Development  Allocation  to  the
Parcel  for  the proposed use.  The Landowner may, from  time  to
time,  by  written  notice  to  the City,  re-designate  the  Use
Category  for  that use to the other Use Category into  which  it
fits   provided   that  there  is  sufficient   and   appropriate
Development Allocation for all uses in that Use Category  on  the
Parcel.

     6.1B.      Initial Allocations.  The Total Permitted Density
has been allocated with respect to each Use Category among the 17
Initial  Parcels comprising the Land pursuant to  the  table  set
forth in Exhibit "H".   An apportionment of allowable development
density  with  respect  to  a  Use  Category  is  a  "Development
Allocation".  The Development Allocations for the Initial Parcels
are  the  amounts  set  forth  in the  columns  entitled  Initial
Development  Allocation on Exhibit "H".  Future  allocations  and
assignments  of  Development Allocation will be governed  by  the
rules and procedures set forth below.

     6.1C.      No  Development  Without  Allocation;  Mixed  Use
Projects.   No development of a project within a Use Category may
be constructed on any Parcel, nor may any existing improvement be
utilized  for any particular purpose under a Use Category  unless
adequate Development Allocation for the proposed project,  and/or
use,  has  been  allocated  to the Parcel  under  the  terms  and
procedures set forth in this Article.

     No proposed project within a Use Category may be constructed
on  a  Parcel, and no Parcel may be used for a particular purpose
under a Use Category, if the sum of

     (i)  the Development Allocation required for such project or
          use, plus

     (ii) the Development Allocation attributable to and used  by
          all  existing  or fully approved and finally  permitted
          development  and  uses on the Parcel of  the  same  Use
          Category as the proposed project or use, which  are  to
          continue and co-exist with the proposed project,

exceeds the aggregate Development Allocation for such type of Use
Category allocated to the Parcel.

     No  mixed use project may be constructed or operated on  any
Parcel  unless  the Parcel has sufficient Development  Allocation
allocated to it for each of the Use Categories which form a  part
of the project.

     6.1D.       Ancillary  Uses.    In  addition  to  the  Total
Permitted   Density,   all  ancillary  improvements   which   are
customarily developed in connection with developing a  particular
residential project are permitted to be constructed and  operated
on  the  Land  provided that they are merely in  support  of  the
primary  use of the project and otherwise are in compliance  with
the  Modified Current Requirements and with the other  terms  and
provisions  of  this  Agreement  and  the  Conservation  Easement
(referred to herein as "Ancillary Improvements").  For example, a
Multi-Family Use Category project, such as an apartment  complex,
may  include  a leasing office, a club house, laundry facilities,
exercise  facilities, and pool facilities that are  ancillary  to
such  project,  and no Development Allocation  is  necessary  for
these   Ancillary   Improvements.  Ancillary   Improvements   are
permitted   without  a  specific  apportionment  of   Development
Allocation for Ancillary Improvements.  No Development Allocation
will be used for Ancillary Improvements.  Nothing in this Section
waives   the   requirements  of  the  Conservation  Easement   of
sufficient   Allowable  Impervious  Cover   for   the   Ancillary
Improvements.

     6.1E.      Civic  Uses.  In addition to the Total  Permitted
Density,  the following non-profit, community owners association,
governmental,  and quasi-governmental uses are  permitted  to  be
constructed and operated on the Land without an apportionment  of
Development Allocation therefor ("Civic Uses"):

          (i)  fire  station, emergency medical service facility,
               police sub-station, library, or other governmental
               uses that provide direct service in respect to the
               Land;
          (ii) Austin   Independent  School  District   secondary
               school;
          (iii)     Austin Independent School District elementary
               school;
          (iv) post office and mail kiosks; and
          (v)  community  facilities  and community  recreational
               facilities  ancillary to, and  primarily  serving,
               residential development of the Land.

No  Development Allocation will be used for Civic Uses.   Nothing
in  this  paragraph waives the requirements of  the  Conservation
Easement  of sufficient Allowable Impervious Cover for the  Civic
Uses.


6.2  ALLOCATIONS  FOR DIVISIONS BY CONVEYANCE OR  DESIGNATION  BY
     LANDOWNER.

     Whenever a Parcel is divided by conveyance, each grantor and
grantee  to the conveyance must give written notice to  the  City
for  its review and approval in accordance with Section 6.6 below
specifying,  with  respect to each applicable Use  Category,  the
apportionment of the Development Allocation between the resulting
Parcels ("Apportionment of Development Allocation").

     In  addition, a Landowner may elect to designate a  division
of  a  Parcel owned by the Landowner for the purpose of  creating
separate  Parcels  from  the individual  Parcel.   Each  separate
Parcel  resulting  from  the division  must  receive  a  discrete
apportionment  of  Development Allocation with  respect  to  each
applicable  Use  Category by the Landowner  giving  the  City  an
Apportionment  of  Development  Allocation.   The   division   by
Landowner  designation  shall not  be  a  division  of  Land  for
platting purposes.

     With  respect  to  each Use Category,  no  Apportionment  of
Development  Allocation may result in the Development  Allocation
apportioned to any Parcel resulting from any such division being:

     (i)  inconsistent  with  the  applicable  Circle  C   Zoning
          affecting the Parcel, or

     (ii) less  than the Development Allocation required for  all
          existing   improvements,  and/or  fully  approved   and
          finally   permitted   improvements   contemplated   for
          construction ("Fully Permitted Projects"), of such  Use
          Category on the Parcel as of the date of the conveyance
          or Landowner designation.

Effect  must be given to the actual use of the Parcel, or in  the
case  of an improvement not then being used, the intended use  as
indicated  on  the  finally approved site development  permit  or
other  full  and  final City authorization or  approval  for  the
development  of the Parcel for commercial Parcels and  the  final
subdivision  plat  with  respect  to  residential  Parcels.   For
purposes  of this Agreement, the actual or intended  use  is  the
"Indicated Use".

     No  improvements may be constructed on any  of  the  Parcels
resulting  from  any  such  division until  an  apportionment  of
Development  Allocation is made in accordance with the  foregoing
procedure.


6.3  ALLOCATIONS FOR PLATTED LOTS.

     For purposes of this Agreement, whenever a Parcel is divided
by  being  platted  into a subdivision that  includes  non-duplex
single   family  residential  lots,  the  amount  of  Development
Allocation conclusively assumed for each non-duplex single family
residential  lot in any such subdivision shall be one Residential
unit  per platted non-duplex single family residential lot.   The
apportionment to such lot of one Residential unit of  Development
Allocation  must  be  made accordingly.   For  purposes  of  this
Agreement, whenever a Parcel is divided by being platted  into  a
subdivision that includes duplex residential lots, the amount  of
Development  Allocation  conclusively  assumed  for  each  duplex
residential  lot in any such subdivision shall be two Residential
units  per platted duplex residential lot for all purposes  under
this Agreement.  Accordingly, an apportionment to such lot of two
Residential  units  of  Development  Allocation  must  be   made.
Whenever a Parcel is divided by platting into a subdivision  that
includes  lots  other  than single family or  duplex  residential
lots,  there  must be an apportionment of Development  Allocation
for each Use Category to each lot that is not a single-family  or
duplex  residential  lot through the use of an  Apportionment  of
Development Allocation.  The apportionment may be zero so long as
such apportionment is expressly made.


6.4  PLATTING AND RE-PLATTING.

     In  connection  with any division of any Parcel  by  way  of
platting or re-platting a subdivision:

     A.   With  respect  to each Use Category, the  Parcel  being
          platted  or  re-platted  must have  apportioned  to  it
          Development  Allocation that is equal to or  more  than
          the aggregate amount of Development Allocation required
          to  be  apportioned  to the lots  in  such  subdivision
          pursuant to the terms of this Agreement.

     B.   If the division involves the platting or re-platting of
          a  portion, but not all, of a Parcel, resulting in  the
          division  of  such  Parcel into two  Parcels  (i.e.,  a
          Parcel  consisting  of the portion being  platted  (the
          "Platted  Parcel"),  and  a Parcel  consisting  of  the
          portion  not  being  platted, (the  "Remaining  Portion
          Parcel")),  then,  with respect to each  Use  Category,
          there  must  be  an  apportionment of  the  Development
          Allocation for such divided Parcel between the  Platted
          Parcel   and  the  Remaining  Portion  Parcel   by   an
          Apportionment of Development Allocation being submitted
          to   the  City  for  its  review  and  approval.    One
          Apportionment  of Development Allocation  will  address
          all Use Categories.

     C.   With respect to each Use Category and giving effect  to
          the  Indicated  Use,  no division  may  result  in  the
          apportioned  Development  Allocation  on   either   the
          Remaining  Portion Parcel or the Platted  Parcel  being
          (i)  inconsistent with the applicable Circle C  Zoning,
          or  (ii)  less than the Development Allocation required
          for  then  existing development and/or Fully  Permitted
          Projects.

     D.   Any  proposed division by platting or re-platting  that
          does not comply with this Agreement shall be denied  by
          City in writing setting forth the specific reasons  for
          such  denial.   However,  the City  shall  approve  any
          proposed  division by platting or re-platting which  is
          in   compliance  with  (i)  this  Agreement   and   the
          Conservation   Easement  and  (ii)  all   other   laws,
          ordinances  and regulations pertaining thereto,  except
          as  expressly  modified,  waived,  or  abated  by  this
          Agreement or the Conservation Easement.






6.5  ASSIGNMENT OF DEVELOPMENT ALLOCATION.

     With  respect  to each Use Category, Development  Allocation
may  be  assigned  from any Parcel ("Assigning  Parcel")  by  the
Landowner  of the Assigning Parcel to another Parcel  ("Receiving
Parcel").   However, after giving effect to such assignment,  the
assignment may not result in the Development Allocation allocated
to   the  Assigning  Parcel  being  (i)  inconsistent  with   the
applicable  Circle  C Zoning, or (ii) less than  the  Development
Allocation  required  for  then  existing  improvements  on   the
Assigning  Parcel  at the time of the proposed assignment  and/or
all  Fully Permitted Projects (giving effect to the Indicated Use
thereof).

     The  foregoing notwithstanding, there shall be no assignment
of Development Allocation from or to any platted single family or
duplex residential lot without re-platting the applicable lots or
subdivision.

     Only  assignments  of  Development Allocation  to  and  from
Discrete Parcels shall be allowed.  A "Discrete Parcel"  for  the
purpose of the provisions of this Agreement regarding Development
Allocations is a Parcel consisting of a portion of the  Land  out
of  one,  and only one, Initial Parcel with a discrete  identity,
and a discrete allocation of Development Allocation according  to
the Development Allocation Records.  This discrete allocation may
be  zero except for single-family or duplex residential lots.  If
either  the  Assigning Parcel or the Receiving Parcel,  or  both,
are,  according to the Development Allocation Records,  comprised
of  two  or  more  Discrete  Parcels, then  the  assignment  must
allocate   the   reductions  and/or  increases   of   Development
Allocation  between such constituent Parcels.  The City  must  be
given  for  its  review  and approval a  written  notice  of  any
assignment  of  Development Allocation by the  Landowner  of  the
Assigning  Parcel  complying with the requirements  therefor  set
forth  in  Section  6.6  below  (an  "Assignment  of  Development
Allocation").

     Upon  any  such  assignment,  the  City  shall  revise   the
Development  Allocation  Records to reflect  the  change  in  the
Development   Allocation   between  the   Parcels.    Development
Allocation  must  not be assigned from a Parcel to  any  property
that is not a part of the Land.

6.6  FORM  AND  CITY REVIEW OF APPORTIONMENTS AND ASSIGNMENTS  OF
     DEVELOPMENT ALLOCATION.

     An  Apportionment of Development Allocation must be executed
by  the  grantor  and grantee in the case of an apportionment  of
Development   Allocation  in  connection  with  a   division   by
conveyance.  An Apportionment of Development Allocation  must  be
executed  by  the  Landowner in the case of an  apportionment  of
Development Allocation in connection with a division by Landowner
designation or by platting.

     An   Apportionment   of  Development  Allocation   must   be
substantially in the form attached hereto as Exhibit "I-1".  Each
Assignment  of  Development Allocation must be  executed  by  the
Landowner  of  the Assigning Parcel and by the Landowner  of  the
Receiving Parcel, and must be substantially in the form  attached
hereto as Exhibit "I-2".

     Each   Apportionment  of  Development  Allocation  and  each
Assignment  of  Development Allocation must include  a  schematic
drawing  showing  each Parcel involved and the location  of  each
Parcel   within  the  Land,  together  with  an  adequate   legal
description for each Parcel, reasonably satisfactory to the City.

     Approval  by  the  City of an Apportionment  of  Development
Allocation  or an Assignment of Development Allocation  submitted
to   it   for  review  and  approval  will  be  granted  if   the
apportionment  or  assignment  of Development  Allocation  is  in
compliance with the terms and provisions of this Agreement.   The
approval shall be deemed to have been given if approval  of  such
Apportionment   of  Development  Allocation  or   Assignment   of
Development Allocation is not expressly denied by City in writing
within  30  days  after receipt by the City.  The written  denial
shall specifically set forth the reasons for the denial.


6.7  RECORDS.

     The  City  will  maintain  records ("Development  Allocation
Records")  containing the Development Allocation for each  Parcel
and  the  name  and  address  of the Landowner  of  each  Parcel.
Initially,  the Development Allocation Records shall  consist  of
the list of Landowners of each Initial Parcel and the Development
Allocation  allocated  to each Initial Parcel  as  set  forth  on
Exhibit "H".  The Development Allocation Records will reflect all
future  allocations  and  assignments of  Development  Allocation
permitted under this Article VI.  In ascertaining who is the then
current  Landowner  of  any Parcel for any  purposes  under  this
Section,  the  City shall be entitled to rely on the  Development
Allocation  Records it has established to track  the  Development
Allocation  for the Land and ownership of Parcels.   A  Landowner
may  correct  the  Development Allocation Records  regarding  any
conveyance   of  a  Parcel  not  reflected  on  the   Development
Allocation Records by providing to the City a certified  copy  of
the recorded deed or other instrument of conveyance.


6.8  ALLOCATIONS  AND ASSIGNMENTS BY LANDOWNERS - BINDING  EFFECT
     AND MORTGAGEE PROTECTION.

     A  Landowner  may, from time to time, deliver  a  Notice  of
Lender  ("Notice  of  Lender")  executed  by  the  Landowner  and
notifying  the  City of a deed of trust lien against  Landowner's
Parcel.  The Notice of Lender must include:

     (i)  a  schematic drawing of the affected Parcel showing its
          location within the Land,
     (ii) an adequate legal description for such Parcel,
     (iii)      the  address and name of the Landowner which must
          be   consistent  with  the  ownership  of  the   Parcel
          according to the Development Allocation Records,
     (iv) the name and address of the lender, and
     (v)  a description of the relevant lien instrument including
          recording information.

Any  allocation  or assignment of Development  Allocation  for  a
Parcel  subject to a Notice of Lender delivered to the City  will
not be effective unless accompanied by (i) the written consent of
the  lender  specified in such Notice of Lender, or the  lender's
successor  or  assigns as demonstrated to the  City's  reasonable
satisfaction,  or (ii) a release of such Notice of  Lender  or  a
release of the deed of trust lien against such Landowner's Parcel
as  described  in  the  Notice of Lender.  The  release  must  be
executed by such lender or such lender's successor or assigns  to
be  effective for purposes of this Agreement.  Unless and to  the
extent   a  release of lien expressly specifies to the  contrary,
any  effective recorded release of a deed of trust lien specified
in  a Notice of Lender will automatically release such Notice  of
Lender, but will not be effective with respect to the City  until
a  copy  of such executed release is delivered to the  City.   In
addition,  any  written release specific to a  Notice  of  Lender
executed  by the lender named therein or such lender's  successor
or assigns and delivered to the City will be effective to release
such   Notice   of  Lender.   Any  Notice  of  Lender   will   be
substantially  in the form attached hereto as Exhibit  "J".   The
foregoing  notwithstanding,  a  Notice  of  Lender  will  not  be
required  or  effective  for a platted  single-family  or  duplex
residential  lot  because  Development  Allocation  may  not   be
assigned to or from such a lot.

     Subject  to  the foregoing, any allocation or assignment  of
Development  Allocation  made by a  Landowner  or  Landowners  in
accordance  with the terms of this Article shall  bind  any  then
current  or  future  holder or holders of  any  interest  in  the
Parcels  affected  thereby, including,  without  limitation,  the
holder  of  any  mortgage or other encumbrances on said  Parcels,
without the necessity of such holder joining in the allocation or
assignment which affects such holder's interest.


6.9  NOTICE OF CONVEYANCE.

     If  any Parcel or any part of any Parcel is conveyed by  the
Landowner  thereof, the conveyance will not be binding upon  City
for  purposes  of  this Agreement until such time  as  a  written
notice of the conveyance together with a true and correct copy of
the  fully  executed  and acknowledged conveyance  instrument  is
delivered to City; provided, however, that such notices  are  not
to  be  given to the City with respect to conveyance  of  platted
single family or duplex residential lots.


6.10 JOINT OWNERSHIP.

     If  ownership  of  a  Parcel is by multiple  persons  and/or
entities  owning  such  Parcel (i.e,  through  joint  tenancy  or
tenancy in common), all of such persons and/or entities or  their
authorized  representative must join  in  any  action  or  notice
provided  for  under  this Article VI in order  for  same  to  be
effective.


6.11 CUMULATIVE RESTRICTIONS.

     The  restrictions  contained  in  this  Article  VI  are  in
addition to those contained in the Conservation Easement.  For  a
specific project to be constructed on any Parcel or used for  any
particular purpose, the project must (i) comply with the terms of
the Conservation Easement, (ii) comply with the zoning applicable
to  the Parcel, and (iii) be allocated sufficient and appropriate
Development  Allocation  in accordance with  the  terms  of  this
Article VI. Development Allocation may not be transferred to  any
other property that is not part of the Land.


6.12 ALLOCATIONS AND ASSIGNMENTS TO BE COMPLIANT.

     Absent  compliance with this Article VI, any  allocation  or
assignment of Development Allocation shall not be valid, and  the
City shall have no obligation to honor same.


6.13 NOTICE TO PURCHASERS.

     OTHER  THAN  PURCHASERS  OF DULY PLATTED  SINGLE  FAMILY  OR
DUPLEX  RESIDENTIAL  LOTS,  ANY PROSPECTIVE  PURCHASER  OR  OTHER
ASSIGNEE  OF ANY PORTION OF THE LAND IS HEREBY ADVISED  THAT  THE
FOREGOING  ASSIGNMENT AND/OR ALLOCATION PROCEDURE AND LIMITATIONS
COULD  RESULT IN NO CONSTRUCTION OF IMPROVEMENTS BEING  PERMITTED
ON PORTIONS OF THE PROPERTY. ANY SUCH PROSPECTIVE PURCHASER, LIEN
HOLDER  OR  ASSIGNEE  SHOULD  REVIEW THE  DEVELOPMENT  ALLOCATION
RECORDS OF CITY PRIOR TO ACQUIRING ITS INTEREST IN ANY PORTION OF
THE  PROPERTY  TO  DETERMINE WHETHER SUCH INTEREST  INCLUDES  THE
RIGHT  TO  CONSTRUCT IMPROVEMENTS ON THE PORTION OF THE  PROPERTY
INVOLVED.



                              VII.
                    LAND USE RESTRICTIONS AND
                MISCELLANEOUS DEVELOPMENT MATTERS



7.1 LAND USE RESTRICTIONS.

     The  following site specific restrictions apply to  portions
of the Land as set forth below:

     7.1A.      Restrictions applicable to Parcel 115 - the  Bear
          Lake PUD.

          (i)  The   Crescent.   That  portion  of  Parcel   115,
               generally  referred to and labeled on Exhibit  "L"
               as  the  "Crescent"  and described  by  metes  and
               bounds field notes in Exhibit "K" hereto is hereby
               restricted   to  single-family  residential   use,
               including duplex residential use, and no more than
               95   single-family  residential   units   may   be
               constructed  on such Parcel.  For the  purpose  of
               this  restriction, a duplex residential unit  will
               treated   as  two  (2)  single-family  residential
               units.

          (ii) FM 1826 Access.  Access from Parcel 115 to FM 1826
               is  hereby  restricted to no more than one  access
               road  which must be located within 1,000  feet  of
               the intersection of State Highway 45 and FM 1826.

          (iii)      FM 1826 Buffer.  Within Parcel 115, a buffer
               is  hereby  established  adjacent  to  the  entire
               length  of  FM 1826, as specifically described  on
               Exhibit   "L"   (the  "Bear  Lake   Buffer").   No
               development  shall be permitted  within  the  Bear
               Lake   Buffer   other  than  utility   facilities,
               fencing,  landscaping, water quality controls  and
               related  facilities,  hiking  and  biking  trails,
               sidewalks, lighting improvements, internal  roads,
               alleys  and driveways and a single access road  to
               FM  1826,  provided (i) that, to  the  extent  the
               permitted improvements involve the development  of
               Impervious  Cover, sufficient Allowable Impervious
               Cover  is  allocated  to  the  appropriate  Parcel
               pursuant   to   the  terms  of  the   Conservation
               Easement,  and  (ii) any structural water  quality
               controls  visible  from FM 1826 must  be  screened
               using   berms   or   existing   or   newly-planted
               vegetation.   Fencing permitted by this  paragraph
               must   otherwise   comply  with   the   applicable
               requirements of the Austin City Code.

          (iv) Visual  Buffer  Zone  Along FM  1826  and  SH  45.
               Within  Parcel  115,  a visual  buffer  is  hereby
               established  adjacent to the entire length  of  FM
               1826   and  SH  45,  as  hereinafter  specifically
               described:  67  feet adjacent to  the  easternmost
               right-of-way  line  of FM 1826,  as  it  presently
               exists,  and  50 feet adjacent to the southernmost
               right-of-way line of SH 45, as it presently exists
               (the  "Visual  Buffer  Zone").   No  above  ground
               improvements shall be permitted within the  Visual
               Buffer  Zone other than hiking and biking  trials,
               project  perimeter fencing, water quality controls
               and  related facilities, lighting improvements and
               internal roadway connections to either FM 1826  or
               SH  45  and  highway  access roads  together  with
               related entrance facilities including signage  and
               sidewalks;  provided  (i)  any  structural   water
               quality controls visible from either FM 1826 or SH
               45  must  be  screened using berms or existing  or
               newly-planted vegetation, (ii) any highway  access
               roads  or internal roadway connections to FM  1826
               or  SH 45 shall have no more than 300 linear  feet
               of  highway  frontage  utilized  for  roadway  and
               entrance  improvements,  (iii)  project  perimeter
               fencing  in  the Visual Buffer along  FM  1826  is
               limited to no more than 50% of the length  of  the
               Visual  Buffer along FM 1826, and (iv)  except  at
               roadway connection points, cleared vegetation must
               be  replaced  with vegetation in  compliance  with
               restrictive  covenants affecting that  portion  of
               the  Land,  to  the extent feasible,  to  visually
               screen  the development from FM 1826 or SH 45,  as
               appropriate,  within  two  years  from   planting.
               Fencing permitted by this paragraph must otherwise
               comply  with  the applicable requirements  of  the
               Austin City Code.

     7.1B.      Open Space Restrictions on Parcels 104,  105  and
109.    Parcels  104, 105 and 109 are hereby restricted  to  open
space;  provided, however, that pedestrian walkways, landscaping,
utility  facilities,  sidewalks, and hike  and  bike  trails  are
permitted  on  Parcels  104  and 105, and  drainage  and  related
facilities  installed by the City pursuant to the City  Easements
are permitted on Parcel 109.  In addition, water quality controls
and  related facilities are permitted on Parcels 104 and 105 only
if  the  City  and  CCLC agree in writing as to  the  design  and
location  of  the  proposed water quality  controls  and  related
facilities  in  their  sole  discretion.   Notice  of  any   such
agreement will be recorded in the Real Property Records of Travis
County,  Texas.   Nothing herein is intended to imply  that  CCLC
will  participate in the construction or maintenance of any  such
facilities.

     7.1C.      Open Space Restrictions on Parcels 111,  112  and
113.   Parcels  111,  112 and 113 are hereby restricted  to  open
space,  except  that  pedestrian  walkways,  underground  utility
facilities,  native  landscaping,  water  quality  controls   and
related  facilities,  sidewalks, and hike  and  bike  trails  are
permitted  on  Parcels 111, 112 and 113.  In  addition,  one  (1)
vehicular access drive and Wildflower Center signage is permitted
on  Parcel 113.  Other than facilities for hike and bike  trails,
the permitted facilities must only serve and may only be used  in
connection  with,  Parcels  111, 112  and  113  and/or  the  land
adjacent  to  Parcels 111, 112 and 113 known  as  the  Wildflower
Center  and  the  Yates  Tract, as defined  in  the  Conservation
Easement.   The  permitted  improvements  must  be  developed  in
compliance with the terms of the Conservation Easement.

     7.1D.      Service  Stations  and Underground  Storage  Tank
Systems.   No facility involved in the sale of gasoline or  other
motor  vehicle  fuel may be constructed and/or  operated  on  the
Land.

     7.1E.      Limitation  on  Retail Developments.   No  Retail
project  (i.e.,  a project for a use in the Retail  Use  Category
delineated in Exhibit "G-2") may be constructed on the Land other
than  Parcel 107 that includes an occupant or a group of  two  or
more  Affiliated Occupants occupying more than 35,000 square feet
of  Net Floor Area used or to be used for Retail purposes, and no
Retail project may be constructed on Parcel 107 that includes  an
occupant or a group of two or more Affiliated Occupants occupying
more than 50,000 square feet of Net Floor Area used or to be used
for  retail  purposes.  This limitation does  not  apply  to  any
Public Primary Educational Facilities (as defined in Section 25-2-
6(37)  of  the Austin City Code) and Public Secondary Educational
Facilities  (as defined in Section 25-2-6(38) of the Austin  City
Code)  or  Safety Services Uses (as defined in Section 25-2-6(43)
of the Austin City Code) on the Land.

     "Affiliated  Occupants" means two or more  retail  occupants
with common ownership or control involved in a coordinated Retail
business  and  which is marketed as such.  Retail occupants  that
are  under  common ownership or control, such as common ownership
by  Federated  Department Stores, would not be considered  to  be
Affiliated Occupants solely by reason of such common ownership or
control.

     Although Retail structures located on separate Parcels  will
as  a general rule be treated as separate Retail projects, Retail
structures on two or more contiguous Parcels shall be treated  as
one individual project for the purpose of this restriction if and
only  if  (i) there are through drive lanes on such Parcels  that
allow  traffic  flow between the Parcels, (ii)  there  is  common
parking  serving  such structures, or (iii)  the  structures  are
situated,  or generally operated, in a manner which  creates  the
appearance  that  same  are  operated  as  a  single,  integrated
project.

     For  the purposes of this Section, two platted lots will not
be  considered  to  be contiguous with each  other  if  they  are
separated by a street or road, whether public or private, that is
not  on  either  of such lots.  Adherence to common architectural
standards  by two or more structures will not, in and of  itself,
create  the  appearance that such structures are  operated  as  a
single,  integrated project, and structures separated  by  50  or
more  feet without a structure located thereon will be deemed  to
not  have  the  appearance that they are operated  as  a  single,
integrated project.

     7.1F.       Single  Large  Grocery  Store  Exception.    The
limitation  on  Retail development set forth in  the  immediately
preceding  paragraph  does  not  prohibit  the  development   and
operation  on  the Land of one Retail store devoted primarily  to
"food  sales" as defined in the Austin City Code (i.e., a  retail
store  that  would commonly be referred to as a "grocery  store")
occupying  up  to 100,000 square feet of Net Floor  Area  ("Large
Grocery  Store"). Examples of Retail stores devoted primarily  to
food  sales  are typical H.E.B. grocery stores, Randalls  grocery
stores,  and Central Market grocery stores as currently found  in
the  Austin, Texas metropolitan area. Subject to compliance  with
the  Circle  C  Zoning, CCLC has the sole right to designate  the
location of the Large Grocery Store by written designation to the
City  (the  "Large  Grocery Store Location Designation").   After
CCLC  makes  the  Large Grocery Store Location  Designation,  the
Large  Grocery Store may be constructed and operated only on  the
Parcel identified in the Large Grocery Store Location Designation
in  accordance  with  the  Modified  Current  Requirements,  this
Agreement and the Conservation Easement.  The right to  make  the
Large Grocery Store Designation is personal to CCLC and does  not
run  with the Land.  CCLC may assign the right to make the  Large
Grocery  Store  Location Designation and must  provide  the  City
written notice of such assignment.

     7.1G.     Single Convenience Storage Project Exception.  The
limitation on Retail development set forth in Section 7.1E  above
does  not prohibit the development and operation on the  Land  of
one project devoted primarily to "convenience storage" as defined
in the Austin City Code ("Convenience Storage Project").  Subject
to  compliance with the Circle C Zoning, CCLC has the sole  right
to  designate the location of the Convenience Storage Project  by
written  designation  to the City ("Convenience  Storage  Project
Location Designation").  After CCLC makes the Convenience Storage
Project Location Designation, the Convenience Storage Project may
be  constructed and operated only on the Parcel identified in the
Convenience  Storage Project Location Designation  in  accordance
with  the Modified Current Requirements, this Agreement  and  the
Conservation Easement.  The right to make the Convenience Storage
Project Designation is personal to CCLC and does not run with the
Land.   CCLC may assign the right to make the Convenience Storage
Project  Location Designation and must provide the  City  written
notice of such assignment.

     7.1H.        Critical   Environmental   Features    Setback.
Development  on  Parcels 107, 108, and 115 must comply  with  the
requirements  set  forth  in  Exhibit  "M"  addressing   critical
environmental features.

     7.1I  Small  Stream Buffers.  Buffers are hereby established
for small streams within the Land.  Small streams are defined  as
natural  streams, swales or drainage ways with drainage areas  of
at  least 5 acres but less than 128 acres.  Small stream  buffers
will be the following widths:

     (i)  For streams draining less than 40 acres but more than 5
          acres, the minimum buffer is 25 feet on either side  of
          the centerline of the stream.

     (ii) For streams draining less than 128 acres but 40 or more
          acres, the minimum buffer is 50 feet on either side  of
          the centerline of the stream.

Small   stream   buffers  must  remain  free   of   construction,
development  or  other  alterations, except  as  provided  below.
Roadway  facilities,  utility facilities  and  other  development
infrastructure  crossings through small stream  buffers  must  be
minimized  and  constructed  only when  reasonably  necessary  to
safely  access  or serve property.  The Parties  anticipate  that
roadway  facilities,  utility facilities  and  other  development
infrastructure  crossings  over  small  stream  buffers  will  be
reasonably necessary on Parcels 101, 102, 103, 108, 110  and  115
in certain instances.

     If  there is a disagreement between the City and a Landowner
as  to whether a particular roadway facility, utility facility or
other   development   infrastructure   crossing   is   reasonably
necessary,  the  Landowner may request a determination  from  the
Director.   After consultation with the Landowner,  the  Director
will,  in the Director's reasonable discretion, determine whether
the crossing is reasonably necessary.

     Other  alterations within small stream buffers  may  include
low  impact  parks  and open space.  Low impact park  development
within  small stream buffers is limited to hike and bike  trails,
picnic  facilities,  and  similar  construction  that  does   not
significantly  alter the existing vegetation.  Parking  lots  and
roads   are   not   considered  low  impact  park   improvements.
Wastewater  effluent  irrigation must not occur  within  a  small
stream buffer.

     7.1J.      Water  Wells.  CCLC currently  operates  2  water
wells  on the Land (the "Existing Wells").  CCLC agrees that  the
Existing  Wells will only be used to refill the wet pond features
on  Parcel  115 in accordance with best management practices  and
that no additional water wells may be drilled or developed on the
Land.   These  restrictions  shall  not,  however,  prohibit  the
drilling and development of a water well on any Parcel to provide
water  for use on such Parcel if the City fails to provide  water
service  for  the  Parcel.  The restrictions set  forth  in  this
paragraph will continue to apply, however, if such failure by the
City  to provide water service is the result of (i) a failure  by
the  relevant  water  user to comply with the  City's  rules  and
regulations  for  water  users, or (ii)  a  failure  by  CCLC  to
complete the construction of the Water Service Extensions.

     7.1K.     Electronic Testing Activities.  Electronic Testing
is  permitted  in the Office Use Category only and no  more  than
375,000  square feet of the Net Floor Area of office improvements
on the Land may be used for Electronic Testing.

     7.1L.      Prior Covenants.  To the extent that any  of  the
foregoing restrictive covenants expressly conflict with the terms
of any other restrictive covenant previously required by the City
burdening any part of the Land, it is expressly agreed  that  the
more restrictive of the covenants will supersede and control over
the  lesser  restrictive covenant to the extent of the  conflict,
notwithstanding any law which might allow the earlier restrictive
covenant  to  control  even if it was less restrictive  than  the
subsequent covenant.

     7.1M ROW Ponds.  Certain roadways and highways contiguous to
the  Land  and  existing on the Effective Date  were  constructed
without  adequate water quality controls ("Contiguous Roadways").
The  Contiguous  Roadways were not constructed by  CCLC.   It  is
anticipated that the City, the Texas Department of Transportation
("TxDOT")  and/or  the  United States Fish and  Wildlife  Service
("USFWS")  may initiate discussions to provide for  the  retrofit
and/or  construction  of water quality controls  to  treat  storm
water   runoff  from  the  Contiguous  Roadways  ("Water  Quality
Controls  Retrofit").  CCLC agrees that it  will  participate  in
these discussions upon the written request of the City, TxDOT  or
USFWS.  Other entities, as appropriate, may participate in  these
discussions  such  as  the  Wildflower  Center  and  the   Barton
Springs/Edwards Aquifer Conservation District.  These discussions
will include methods for funding and/or in-kind participation  in
the  Water  Quality Controls Retrofit by various  entities.   The
discussions may include the following topics:

                    1.    Water quality control facilities at the
                    southwest corner of Brodie Lane and Slaughter
                    Lane  to  treat storm water runoff from  that
                    intersection as well as Parcel 108.
                    2.   Water quality control facilities in City
                    Metropolitan  Park west of  MoPac  Expressway
                    between  Slaughter Lane and La Crosse  Avenue
                    to  treat storm water runoff from Parcel  107
                    as well as the intersection of Slaughter Lane
                    and MoPac Expressway.
                    3.    Water quality control facilities at the
                    southeast  corner of the intersection  of  FM
                    1826  and  State  Highway 45 to  treat  storm
                    water  runoff from that intersection as  well
                    as a portion of Parcel 115, if feasible.
                    4.     Retrofit  of  existing  water  quality
                    control  facilities built and owned by  TxDOT
                    along  MoPac  Expressway south  of  Slaughter
                    Lane  to  State Highway 45, and  along  State
                    Highway  45  from the intersection  of  MoPac
                    Expressway and State Highway 45 to FM 1826.

CCLC will not unreasonably withhold the granting of easements  on
the  Land  to the extent reasonably necessary to accommodate  the
Water  Quality Controls Retrofit provided that (i) CCLC does  not
incur  any  direct or indirect costs in providing such easements,
(ii)  such easements do not, in the reasonable opinion  of  CCLC,
adversely  impact existing development on the Land or development
permitted  by  the  Development Agreement  and  the  Conservation
Easement,  and  (iii) at the time an easement is requested,  CCLC
owns  that  portion of the Land which will be encumbered  by  the
easement  and CCLC has the authority to grant the easement.   All
liens  (other than the lien for ad valorem taxes not yet due  and
payable) on such portion will be subordinate to the easement.

     7.1N  Wildflower  Center Pond.  CCLC  agrees  that  it  will
discuss with the Wildflower Center the design and construction of
a  water  quality  wet pond on Parcel 113 to  treat  storm  water
runoff  from  the  existing parking lot  serving  the  Wildflower
Center  and/or that portion of MoPac highway contiguous to Parcel
113  to the extent a single water quality pond can collect  storm
water runoff from that portion of MoPac highway.  If CCLC and the
Wildflower Center can agree on the matters reflected above,  they
will  enter into an agreement regarding the sharing of costs  and
responsibilities for the design, construction and maintenance  of
such a pond.

     7.1O New Water Quality Controls Methodology

          If  at any time after the Effective Date, and from time
to  time,  the  City  enacts any new ordinance ("New  Ordinance")
whereby  the  City,  on  a uniform basis  throughout  the  Barton
Springs Zone (as defined by the Austin City Code), requires a new
methodology  for  the design and construction  of  water  quality
controls  to  meet the water quality standards set forth  in  the
Modified  Current  Requirements ("New Methodology"),  Residential
Plat  applications  and  Commercial Site Permit  applications  in
connection with the development of any portion of the Land  first
filed  after the effective date of the New Ordinance will  comply
with  the  New  Methodology if and only if all of  the  following
conditions are satisfied:

          1.    The  design  and construction  of  water  quality
          controls  in  accordance with the New Methodology  must
          not   diminish  or  otherwise  adversely   affect   the
          development  density or Impervious  Cover  which  could
          otherwise be constructed on an applicable Parcel;
          2.    The  New Methodology must be shown through  sound
          engineering   practices   to   provide   an    improved
          effectiveness of 10% or greater over the then customary
          practice  for  the  design and  construction  of  water
          quality  controls for complying with  the  Austin  City
          Code prior to the New Ordinance; and
          3.    The  costs  for designing and constructing  water
          quality controls in accordance with the New Methodology
          must not exceed the cost of the design and construction
          of  water quality controls in accordance with the  then
          customary  practice for complying with the Austin  City
          Code prior to the New Ordinance by more than 10%.

If  any of the foregoing conditions are not met with regard to  a
Residential   Plat  application  or  a  Commercial  Site   Permit
application in connection with the development of any portion  of
the  Land,  then  the  New  Ordinance  will  not  apply  to  such
Residential Plat or Commercial Site Permit, as applicable.

     7.1P  Erosion  Controls. Temporary erosion and sedimentation
controls  complying  with Section 1.4.0 of  the  City  of  Austin
Environmental  Criteria  Manual  ("Erosion  Controls")  will   be
erected   on   the  Land  in  connection  with  development   and
construction  on  the Land.  However, if at any  time  after  the
Effective  Date,  the City promulgates new criteria  for  Erosion
Controls  on a uniform basis throughout its planning jurisdiction
(as   defined  in  the  Austin  City  Code),  then  erosion   and
sedimentation controls will be erected on the Land in  accordance
with  such  new  criteria for site development permits,  building
permits,  and  other development and construction permits  issued
after  the  effective date of the revised criteria for  temporary
erosion and sedimentation controls.

     7.1Q Maintenance of Water Quality Controls

a.    Maintenance Responsibility.  The City intends to enter into
an   agreement  ("Maintenance  Agreement")  with  Barton  Springs
Edwards  Aquifer Conservation District ("BSEACD"), Bear Lake  PUD
Community,  Inc., Circle C Commercial Community,  Inc.,  and  any
other  applicable  Association  substantially  in  the  form  and
content attached to this Agreement as Exhibit "Y".  To the extent
that  modifications are necessary to the form of the  Maintenance
Agreement   to  effectuate  the  intent  contemplated   by   this
Agreement,  the  City Manager is authorized  to  negotiate  those
modifications with the parties thereto.  Once a Facility has been
approved  by  the  City  and the fiscal  deposit  required  under
Section  25-8-234  of the Austin City Code for such  Facility  is
released,  BSEACD will be responsible for performance monitoring,
maintenance  and repair and remediation of each and  every  water
quality  control facility (each being herein called a "Facility")
constructed on the Land by any person or entity, other than City,
in  connection  with  the development of the  Land.   As  to  any
specific Facility, the Landowners of the Parcel(s) served by that
Facility  must pay for all costs incurred in connection with  the
performance  monitoring, maintenance, repair and  remediation  of
the  Facility  through assessments on those Parcel(s)  which  are
secured by a lien on those Parcels.

          For  any  Facility constructed under a Commercial  Site
Permit a mandatory owners association (any such association being
herein  called  an  "Association"), and the Landowner(s)  of  the
Parcel(s)  served by the Facility will be jointly  and  severally
responsible  for  such performance monitoring,  maintenance,  and
repair   and  remediation  should  BSEACD  not  enter  into   the
Maintenance  Agreement,  or  the Maintenance  Agreement  is  ever
terminated for any reason including, without limitation, BSEACD's
default under the Maintenance Agreement.

          For  any Facility constructed under a Residential  Plan
(herein "Residential Facility"), an Association will be liable in
the  event the Maintenance Agreement is not entered into  or  the
Maintenance Agreement is terminated for any reason.   Should  the
responsible   Association  fail  to  maintain   any   Residential
Facility, City may, at its option, and in addition to any and all
other  rights  and remedies City may have in such event,  require
that  the Residential Facility be dedicated to the City and, once
accepted  by  the City, City shall be responsible for performance
monitoring,  maintenance,  and  repair  and  remediation  of  the
Facility.

          The   City   will   be  responsible   for   performance
monitoring,  maintenance,  and  repair  and  remediation  of  any
Facility constructed on any Parcel by the City.

          b.    Certain  Definitions.     For  purposes  of  this
Section 7.1Q, (i) "performance monitoring" of any Facility  means
the  monitoring of the Facility to ascertain whether the Facility
is  functioning  in  accordance with its  approved  design;  (ii)
"maintenance" of a Facility means taking the actions necessary to
ensure  that  the  Facility is in proper operating  condition  in
accordance  with  its  approved design;  and  (iii)  "repair  and
remediation"   of   any  Facility  means   the   replacement   or
reconstruction of all or any portion of the Facility which is not
in  proper  operating condition in accordance with  its  approved
design.   For  purposes  of  this  Agreement,  the  "owner  of  a
Facility"  will be deemed to be the Landowner(s) of the Parcel(s)
served  by  such Facility, unless the Facility has been  conveyed
to,   and  accepted  by,  an  Association  in  which  event   the
Association will be the owner of the Facility.  Should a Facility
be  conveyed to an Association that thereafter ceases  to  exist,
ownership of the Facility will be deemed to have reverted back to
the Landowner(s) of the Parcel(s) served by the Facility.

          c.    Regulatory Authority and Operating Permits.   The
City  retains  its  regulatory  authority  over  each  and  every
Facility  constructed on the Land.  The owner  of  each  Facility
constructed on the Land by a person or entity other than the City
must  have  an  annual  Operating Permit (an "Operating  Permit")
issued  for  such Facility by the City pursuant to the procedures
and requirements of Section 25-8-233 of the Austin City Code even
if  Section 25-8-233 does not require an annual Operating  Permit
for  such Facility.   An Operating Permit will not conflict  with
the terms and provisions of this Section 7.1Q.

          d.    Additional Approval Requirements.  As a condition
to  the  City's  final  approval of any subdivision  construction
plans   for   single  family  or  duplex  residential   lots   (a
"Residential  Plan") or a site development permit for  any  other
development (a "Commercial Site Permit"), the Landowner must:

               (i)  provide   City   with   evidence   reasonably
                    acceptable to the City that all of  the  Land
                    comprising   such   Residential    Plan    or
                    Commercial  Site Permit has been  irrevocably
                    and perpetually subjected to and made part of
                    an Association so that (a) an Association has
                    the     responsibility    for     performance
                    monitoring,  maintenance,  and   repair   and
                    remediation   of   each   Facility   to    be
                    constructed on such portion of the Land,  and
                    (b) all of the Landowners of the portions  of
                    the  Land served by a particular Facility are
                    burdened  with the responsibility for  paying
                    all  costs  incurred in connection  with  the
                    performance   monitoring,  maintenance,   and
                    repair   and  remediation  of  the   Facility
                    through assessments by the Association  which
                    are secured by a lien to cover such costs,

               (ii) subject  the Parcel(s) covered thereby  to  a
                    restrictive covenant and easement in the form
                    attached  hereto  as  Exhibit  "Z"    ("Water
                    Quality Controls RC"), or such other form  as
                    may be approved by the Director, executed  by
                    the  applicable  Landowner  and  Association.
                    The Landowner must also cause any holder of a
                    monetary  lien on the Parcel subject  to  the
                    Water  Quality  Controls RC (other  than  the
                    lien  for  ad valorem taxes not yet  due  and
                    payable) to subordinate, in writing, the lien
                    to the Water Quality Controls RC, and

               (iii)      post a fiscal deposit with the City  in
                    the  amount  of the initial estimated  annual
                    maintenance   costs  for  the  Facility,   as
                    determined by the procedure set forth in this
                    Section,  by a cash deposit, performance bond
                    or  letter  of credit.  A fiscal  deposit  by
                    performance bond or letter of credit will  be
                    in  form customarily accepted by the City for
                    satisfying  fiscal security requirements  set
                    forth in Section 25-1-112 of the Austin  City
                    Code.   CCLC  may  post fiscal  deposits  for
                    maintenance costs from the Development Credit
                    Bank  in accordance with Section 12.4 of this
                    Agreement.    The fiscal deposit required  in
                    this  Section  7.1Q  for  a  Facility  is  in
                    addition  to  the  fiscal  security  required
                    under  Section  25-8-234 of the  Austin  City
                    Code.

          e.    Water Quality Control Restrictive Covenants.  The
Water Quality Controls RC, among other provisions,:

               (i)  requires that each Facility be maintained  in
                    accordance  with the terms of  its  Operating
                    Permit and the Modified Current Requirements,
               (ii) grants   an  easement  to  BSEACD   and   the
                    Association,   as   applicable,    for    the
                    performance  monitoring, maintenance,  repair
                    and  remediation  of  each  Facility  covered
                    thereby,
               (iii)     grants an easement to the City, as a co-
                    beneficiary of the Water Quality Controls RC,
                    to   inspect   the  performance   monitoring,
                    maintenance, repair and remediation  of  each
                    such  Facility and to exercise certain  self-
                    help   remedies   under  the  Water   Quality
                    Controls RC,
               (iv) allows   the   City  to  provide  performance
                    monitoring,  maintenance,  and   repair   and
                    remediation of a Facility if it is not  being
                    maintained    in    accordance    with    the
                    requirements of this Section, and
               (v)  requires  that  the  owner  of  the  Facility
                    maintain  a fiscal deposit in the  amount  of
                    the  estimated annual maintenance costs  with
                    the City at all times.

          f.   Cost  Estimates for Initial Fiscal.  The owner  of
each  Facility will provide the Dedicated Review Team the initial
estimated annual costs for the maintenance plan submitted in  the
initial  application for an Operating Permit for  that  Facility.
If  Dedicated  Review Team disagrees with the  estimate  it  will
inform  the owner of such fact.  In that event, Dedicated  Review
Team  and the owner will attempt to resolve the discrepancy.   If
they  cannot  do so within fifteen (15) days, then the  Dedicated
Review  Team  and  the owner will jointly select  an  independent
third  party  civil  engineer to review the proposed  maintenance
plan  and  develop an estimate of the initial annual  maintenance
costs  for  the Facility.  If the Dedicated Review Team  and  the
Landowner cannot agree on the engineer, then each will select  an
independent third party engineer and those engineers will  select
an  independent  third  party engineer to  perform  the  required
review.   The  third  party engineer's  estimate  of  the  annual
maintenance  costs will be binding on City and the owner  of  the
Facility  for  determining the initial  amount  of  the  required
fiscal   deposit.   Each  of  the  engineers  selected  must   be
experienced  in  the  design  and  operation  of  water   control
facilities.   Each party will be responsible for  its  respective
engineering  costs  and  will split the costs  for  the  engineer
making   the  ultimate  determination  of  the  estimated  annual
maintenance costs.

          g.  Continuing Fiscal.  Each time an application for an
Operating Permit for a Facility is filed with the City, the owner
of  the  Facility will submit its estimate of the costs necessary
to  implement  the  maintenance  plan  contained  in  the  permit
application.   If  the Dedicated Review Team disagrees  with  the
cost  estimate for such maintenance, it will inform the owner  of
the  Facility of such fact.  If the Dedicated Review Team and the
owner  do  not agree on the estimated costs within fifteen  days,
the  dispute  will be resolved in accordance with  the  procedure
established  for estimating the initial maintenance  costs.   The
estimate of the annual maintenance costs will be binding  on  the
City  and  the owner of the Facility for purposes of  determining
the  amount of the fiscal deposit required for the annual  period
covered by the Operating Permit.

          h.   City  Approval.  All provisions  of  any  and  all
documents,  including,  without limitation,  any  declaration  of
restrictive  covenants or other documents creating an Association
or  establishing  the assessments contemplated by  this  Section,
regarding the performance monitoring, maintenance, and repair and
remediation of any Facility, and/or the assessments to pay  costs
incurred  in connection therewith and/or liens to secure  payment
of  such assessments must be approved by the City, which approval
will  not  be unreasonably withheld or delayed, and the documents
in which such provisions are contained must provide that any such
provisions may not be modified, amended or terminated without the
City's consent.  The City hereby agrees that if a portion of  the
Land is subjected to, and made a part of, either (i) that certain
Circle  C Commercial Master Declaration of Covenants, Conditions,
Restrictions and Easements recorded under Document No. 2002151143
of  the  Real Property Records of Travis County, Texas,  or  (ii)
that  certain  Bear  Lake  PUD Master Declaration  of  Covenants,
Conditions,  Restrictions and Easements recorded  under  Document
No.  2002151142  of the Real Property Records of  Travis  County,
Texas  and  under  Document No. 02022306  of  the  Real  Property
Records of Hays County, Texas, then such action will satisfy  the
requirement of Subsection 7.1Q(d)(i).

     7.1R Hill Country Conservancy Trust

     Within 180 days of the full execution of this Agreement, the
City  and  CCLC  will cause a trust to be formed under  the  name
"Hill  Country  Conservancy  Trust"  to  receive  proceeds   from
assessments on certain commercial Landowners (as described below)
to be used for (i) the acquisition and preservation of additional
open  space  within or adjacent to the Edwards  Aquifer  Recharge
Zone, as defined by the Austin City Code, (ii) regional watershed
and  habitat  protection planning, (iii) environmental  education
programs   and   (iv)  other  purposes  ancillary  thereto   (the
"Conservancy Trust").  The Conservancy Trust will be governed  by
five trustees appointed as follows:

          1.One trustee will be appointed by the City.
          2.One trustee will be appointed by CCLC.
          3.    One trustee will be appointed by the Hill Country
          Conservancy, a Texas not for profit corporation.
          4.    One  trustee  will  be appointed  by  the  Barton
          Springs Edwards Aquifer Conservation District.
          5.One  trustee  will  be appointed  by  the  Wildflower
            Center.

     All  areas  of  the Land that are developed for  Office  Use
Category  will  be subject to a mandatory assessment  (the  "HCCT
Assessment") administered by a commercial owners association (the
"Commercial Owners Association") created pursuant to that certain
Circle  C Commercial Master Declaration of Covenants, Conditions,
Restrictions and Easements recorded in Document No. 2002151143 of
the   Real  Property  Records  of  Travis  County,  Texas,   (the
"Commercial Properties Declaration").  No Parcel may be developed
or used for Office use unless the City has been provided evidence
reasonably satisfactory to the City that (i) such Parcel has been
made  irrevocably  and  perpetually  subject  to  the  Commercial
Properties  Declaration  through  the  filing  of  a  Notice   of
Applicability   (as   defined   in  the   Commercial   Properties
Declaration), (ii) such Parcel is included within a  "Development
Area"  and within an "Assessment Unit" (as such terms are defined
in   the  Commercial  Properties  Declaration),  and  (iii)   the
Commercial Owners Association is in existence.

     The  portions  of  the  Land that are allocated  Office  Use
Category Development Allocation from time to time will be subject
to  the  HCCT Assessment pursuant to the terms of the  Commercial
Properties  Declaration.  The Commercial  Properties  Declaration
includes   the  following  terms  with  respect   to   the   HCCT
Assessments:

     i.   The annual HCCT Assessment for all the Land will be (i)
          25 cents per year per $100.00 of building value  used  for
          Office,  minus (ii) the Commercial Owners Association's
          costs  for  the relevant year incurred under  the  cost
          sharing  agreement dated August 15,  2002  between  the
          Commercial  Owners  Association  and  the   Circle   C.
          Homeowners    Association    for    street    landscape
          maintenance, with the deduction for such costs  not  to
          exceed $70,000.00 per year (with the $70,000.00 maximum
          deduction being escalated by 3% per year).

     ii.  The  HCCT  Assessment for a particular Parcel  will  be
          levied  no earlier than six months after an Office  use
          occupant  has commenced occupation of the  building  on
          that Parcel.

     iii. There  will be prorations for (i) buildings with  mixed
          use  (i.e., Office and Retail) based on the Development
          Allocations for the Parcel upon which such building  is
          located, and (ii) assessments for partial years.

     iv.  There  is  a  lien to secure the payment  of  the  HCCT
          Assessment obligation.

     v.   The   HCCT  Assessments  designated  for  funding   the
          Conservancy Trust will be paid by the Commercial Owners
          Association to the Conservancy Trust within 10 days  of
          collection.

     vi.  The  City and the Conservancy Trust will have the right
          to    inspect   and   audit   the   Commercial   Owners
          Association's  books and records with  respect  to  the
          HCCT Assessments.

     vii. The provisions of the Commercial Properties Declaration
          affecting  the  HCCT  Assessments  cannot  be   amended
          without  the prior written consent of the City and  the
          Conservancy Trust.

     Any  Landowner  providing  an Apportionment  of  Development
Allocation or an Assignment of Development Allocation to the City
under  the  terms  of  this  Agreement  in  connection  with  the
allocation or assignment of Office Use Category must at the  same
time  provide a copy of that apportionment or assignment  to  the
Commercial Owners Association and the Conservancy Trust.  It will
be  the  responsibility of that Landowner to determine  the  then
current  address  of  the Commercial Owners Association  and  the
Conservancy  Trust  when providing that  copy.   The  Conservancy
Trust  will  file  its current address for notices  in  the  Real
Property Records of Travis County, Texas.

     The  document  creating the Conservancy Trust  will  provide
that  in  all  literature, brochures and other  advertising,  the
Conservancy Trust will credit Commercial Owners Association  with
funding  the  acquisition and preservation of property  for  open
space preservation and the funding of education programs.

     7.1S Pipelines

a.     Special  Provisions  Regarding  Parcels  Adjacent  to  the
Longhorn  Pipeline.   Initial  Parcels  102,  103  and  106   are
encumbered   by  that  certain  pipeline  currently  located   in
easements  granted to Humble Pipeline Co. and Exxon Pipeline  Co.
as  described  in instruments recorded in Volume 993,  Page  355,
Volume  994,  Page 397, Volume 9263, Page 995, and  Volume  9684,
Page 844 of the Real Property Records of Travis County, Texas and
commonly  referred  to  as  the  "Longhorn  Pipeline."    It   is
anticipated  that the Longhorn Pipeline will soon be transporting
refined  gasoline.  Accordingly, in addition  to  all  the  other
requirements  in  this  Agreement for  the  construction  of  any
structure  on  Parcels  102,  103,  and  106,  CCLC  will   file,
concurrently with the submission of a site plan relating to  such
structure,  a  technical opinion from a qualified  engineer  (the
"Report")  that verifies that the proposed structure is  designed
to:   (1) have at least a one hour fire rating for exposure  from
the  Longhorn Pipeline and (2) allow persons one hour to evacuate
the  structure at its maximum occupancy loading.  The Report will
be submitted directly to the City of Austin Fire Department Chief
(the "Chief").  The Chief may require the Report to be sealed  by
a professional engineer.  The Report must take into consideration
the structure's proximity to the Longhorn Pipeline in determining
whether the proposed structure meets the one-hour fire rating and
one-hour evacuation criteria set forth above.  The Chief  may  in
his  discretion  require, to the extent  such  setbacks  are  not
already  reflected on the site plan the structure, the  following
building setbacks for the structure:

               (i)  a  set back of up to 200 feet from the center
               of the Longhorn Pipeline on Parcel 103,

               (ii)  a  setback of up to 150 feet from the center
               of the Longhorn Pipeline on Parcel 106, and

               (iii)  up to 50 feet on either side of the  center
               of the Longhorn Pipeline on Parcel 102.

These  setbacks  that may be required by the Chief  are  building
setbacks  only  and, for example, do not apply to  parking  lots,
drives,    sidewalks,    landscaping    improvements,    entrance
improvements,  fencing  or  lighting facilities.   If  the  Chief
requires a setback of 175 feet or more on Parcel 103, CCLC  shall
be  allowed  to develop three story structures beginning  at  the
setback line.

b.    Other  Pipelines  on  the Land.   In  connection  with  the
submission  of  a  site  plan for any structure  proposed  to  be
constructed within 400 feet of any other pipeline located on  the
Land, the applicable Landowner must deliver to the Chief a Report
that  verifies the structure's ability to meet the one hour  fire
rating  with  respect to exposure from the pipeline and  the  one
hour  evacuation  criteria  set forth  above,  both  taking  into
account  the presence of the existing pipeline as then  currently
used on the date of the submission.

c.    Impact  of Future Pipeline Ordinance.  If within  30  years
from  and  after the Effective Date the City passes an  ordinance
regulating  development near pipelines, then  the  Land  will  be
treated as if it was already in a developed condition as  of  the
effective  date  of any such ordinance (a "Pipeline  Ordinance").
Any  Pipeline  Ordinance passed by the City must apply  uniformly
throughout the planning jurisdiction of the City.  If a  Pipeline
Ordinance  is  passed  and (i) a court of competent  jurisdiction
renders a Judgment to the effect that treating the Land as if  it
were already developed is invalid, or (ii) if the City takes  the
position in writing that treating a Parcel as if it were  already
developed is invalid or otherwise denies a permit application  on
that  basis,  or  (iii)  the Pipeline Ordinance,  by  its  terms,
adversely  impacts  property covered by  the  ordinance  that  is
already in a developed condition, then an affected Landowner  may
request a variance for a Parcel from the Pipeline Ordinance  from
the  Chief.  For these purposes, the Chief is authorized to grant
variances  and waivers from any Pipeline Ordinance  covering  the
Land  as the Chief may elect to grant without review by any  City
board,  commission, or council.  In determining whether to  grant
waivers or variances from any Pipeline Ordinance, the Chief  will
base his decision only on whether the proposed structure for  the
affected  Parcel is designed to:  (1) have at least  a  one  hour
fire rating for exposure from any existing pipeline affecting the
Parcel  as  such pipeline is then currently being used,  and  (2)
allow  persons one hour to evacuate the structure at its  maximum
occupancy  loading  taking  into account  the  existing  pipeline
affecting  the  Parcel as such pipeline is then  currently  being
used.

d.    Dispute Resolution Regarding Decisions of the  Chief.    If
the  Chief  (i) refuses to accept a Report or (ii)  the  affected
Landowner   believes  that  the  proposed  construction   design,
materials,  or  requirements being imposed to  gain  the  Chief's
acceptance  of  a Report are disproportionately and  unreasonably
burdensome   given  the  benefits  received  from  the   proposed
construction,  or  (iii) the Chief denies a requested  waiver  or
variance  pursuant  to Section 7.1S(c) above, then  the  affected
Landowner  may by written notice to the City Manager, appeal  the
decision  or  position  of the Chief to  the  City  Manager  (the
"Appeal").   In  the  event of an Appeal, the City  Manager  will
facilitate a conference between the Chief and affected  Landowner
in an attempt to resolve the dispute.



7.2  MISCELLANEOUS    DEVELOPMENT   APPROVALS,   STANDARDS    AND
     AGREEMENTS.

     For  the  purposes  of  the development  of  the  Land,  the
following standards and agreements are approved as part  of  this
Agreement:

     7.2A.      City  Fees.   The fees charged by  the  City  for
development  applications, reviews and  approvals  required  from
time to time in connection with the development of any portion of
the  Land  in compliance with applicable law and this  Agreement,
the  Constituent  Documents or the Austin  City  Code  shall  not
exceed  the  fees  then  set forth on  the  City's  standard  fee
schedules applicable to other persons who are not parties to this
Agreement  and, except as expressly set forth herein, no  special
fees  will be imposed by the City for administering the terms  of
this Agreement or the Constituent Documents.

     7.2B.      Certain Director Approved Variances and  Waivers.
The   Director  ("Director")  of  the  Watershed  Protection  and
Development  Review Department, or its successor  department,  is
authorized  to  grant variances or waivers as  the  Director  may
elect  to grant, without review by any City board, commission  or
council,   from  any  Austin  City  Code  requirements  otherwise
regulating or affecting the following:

     (i)  cut  and fill for screening berms six feet (6') or less
          in   height  on  Parcel  110;  provided  there  is   no
          classified  waterway (as defined in Section 25-8-91  of
          the Austin City Code) within one hundred feet (100') of
          the  boundaries of the area for which the  variance  is
          sought; and

     (ii) construction of driveways, buildings and residences  on
          slopes  of  up to twenty-five percent (25%) on  Parcels
          101,  102  and  115; provided structural stabilizations
          acceptable to the Director are contained within the lot
          on which such improvements are constructed.

Any  facility for which a variance or waiver is granted hereunder
must  otherwise  be constructed in accordance with  the  Modified
Current Requirements.

     7.2C.     Water Quality Control Ponds.

     Water  quality control ponds to be constructed on  the  Land
are hereby granted a variance from Sections 25-8-341 and 25-8-342
of  the Austin City Code and any other applicable section of  the
Austin  City  Code to permit cut and fill that  does  not  exceed
eight  feet  (8'); provided there is no classified  waterway  (as
defined  in  Section 25-8-91 of the Austin City Code) within  one
hundred  feet (100') of the boundaries of the area for which  the
variance  is sought.  Any such water quality pond must  otherwise
be   constructed   in  accordance  with  the   Modified   Current
Requirements.  Any requested cut and fill variance  for  a  water
quality pond in excess of eight feet (8') will only be granted in
compliance with the applicable variance procedures of the  Austin
City Code.


     7.2D.     Roads Across Critical Water Quality Zones.

     A  variance from the Austin City Code is hereby granted for:
(i) a single crossing by a roadway or driveway on Parcel 110 over
the tributary extending eastward from Parcel 109 classified as  a
Critical  Water Quality Zone under Section 25-8-92 of the  Austin
City Code, and (ii) a single crossing by a roadway or driveway on
Parcel  115  over  any  portion of Parcel  115  classified  as  a
Critical Water Quality Zone.  The requirements of Section 7.1I do
not  apply to the crossings permitted by this Section 7.2D.   Any
such  roadway or driveway subject to the variance must  otherwise
be   constructed   in  accordance  with  the   Modified   Current
Requirements.


     7.2E.     Roads.

     The  following  will apply with regard to  roadways  platted
and/or constructed by any of the Landowners on the Land:

     a.   Upon approval from the provider of fire protection  and
          emergency medical services stating no objection to  the
          contrary for proposed roadway facilities, the Watershed
          Protection  and  Development Review Department  of  the
          City,   or   its  successor  department,   will   grant
          administrative  waivers  without  review  by  any  City
          board,  commission or council to the Austin  City  Code
          that  otherwise prohibit  block lengths  exceeding  the
          limitations  in Sections 25-4-152 and 25-4-153  of  the
          Austin City Code with respect to Parcels 101, 102, 103,
          108, 110 and 115 only;

     b.   Any  private  street  developed on  the  Land  will  be
          treated  as a "roadway" for purposes of Sections  25-8-
          341  and  25-8-342 of the Austin City Code and any  lot
          fronting  a  private street will be  deemed  to  be  in
          compliance with Section 25-4-171(A) of the Austin  City
          Code  so long as the private street upon which the  lot
          fronts  complies with all Modified Current Requirements
          which  would apply to such street had it been a  public
          road; and

     c.   Alternate urban street standards under Section 25-6-171
          of  the  Austin City Code (as such standards  may  have
          been  modified by the terms of this Agreement) will  be
          permitted on the Land; and

     d.   With  regard to Parcel 103, CCLC will request, and  the
          City will consider, allowing that portion of Escarpment
          Boulevard that bisects Parcel 103 to be constructed  as
          a  four  lane  roadway  with an asymmetric  median  and
          bicycle lane(s).

     e.   The  restriction in the definition of "Site" in Section
          25-1-21(98) of the Austin City Code prohibiting a  Site
          from crossing a public street or right-of-way does  not
          apply  to  Parcels 101, 103, and 110 for  all  purposes
          under the Austin City Code.



     7.2F.     Park Land Dedication.

     Should  any subdivider of all or any portion of the Land  be
obligated  to dedicate park land pursuant to Section 25-4-211  of
the  Austin  City Code in connection with such subdivision,  such
subdivider  will have the option of either dedicating  such  park
land  in accordance with Section 25-4-211 of the Austin City Code
or  paying  the park land dedication fee in lieu of  making  such
dedication  in an amount as provided in Section 25-4-211  of  the
Austin  City  Code.  If such subdivider elects to  pay  such  fee
rather  than  dedicate  such park land, Development  Credit  Bank
funds may be used to pay such fees.


     7.2G.      Platting Waived With Respect to Certain Transfers
to the City, Circle C HOA, and the Wildflower Center.

     The  City  hereby  waives, and grants to CCLC  an  exemption
from, platting requirements with regard to the initial conveyance
of  Parcels 104 and 105, the Parcel 102 Dedication Tract and  the
right-of-way described in the South Bay Extension Dedication Deed
to  the  City, the initial conveyance of Parcel 109 to  Circle  C
Homeowners  Association, and the initial  conveyance  of  Parcels
111, 112 and 113 to the Wildflower Center.

     7.2H.     Traffic Improvements.

     CCLC  agrees to construct the traffic improvements reflected
on  Exhibit "N" in accordance with the time schedule set forth on
Exhibit  "N"  and agrees to post and maintain fiscal deposits  in
the amount of the Estimated Costs for each traffic improvement in
accordance  with the schedule set forth on Exhibit  "N".   Fiscal
deposits  for  traffic  improvements  may  be  posted  from   the
Development Credit Bank in accordance with Section 12.4  of  this
Agreement.  A fiscal deposit posted with the City for  a  traffic
improvement  will  be  released by  the  City  when  the  traffic
improvement has been completed by CCLC and accepted by the  City.
If  a  traffic  improvement has not been completed in  accordance
with  the time schedule set forth on Exhibit "N",  the City  will
give CCLC a written notice specifying the failure and giving CCLC
a  30  day  opportunity to cure such failure.   If  such  failure
cannot  reasonably be cured within 30 days, such  30  day  period
will  be  extended so long as CCLC commences to cure the  failure
within  the  initial  30  day  period and  thereafter  diligently
pursues such cure to completion.  If CCLC fails to cure a failure
to   construct  a  traffic  improvement  after  the  notice   and
opportunity  to cure in this paragraph, then the  City  may  cure
such  failure and draw the fiscal deposit posted by CCLC for such
traffic  improvements to reimburse the City its actual costs  for
curing  the failure.  Any remaining amount in such fiscal deposit
after the completion of a traffic improvement by the City will be
released.

     Accordingly, no traffic impact analysis will be required  to
be  performed  and  no further off-site traffic  improvements  or
facilities  will  be required by the City to  be  constructed  in
connection  with  the development of the Land in accordance  with
this  Agreement and the Conservation Easement; provided,  however
that the waivers of traffic impact analysis requirements and  any
further  requirements to construct off-site traffic  improvements
or  facilities  will  not  apply during the  continuance  of  any
default  by  CCLC  of its obligations to construct  such  traffic
improvements,  and/or  post  and maintain  the  requisite  fiscal
deposits,  in  accordance with the time  schedule  set  forth  on
Exhibit  "N".   Any  such default with respect  to  a  particular
traffic  improvement will be treated as having  been  cured  when
such traffic improvement is completed by CCLC.  CCLC's obligation
to construct the traffic improvements as described on Exhibit "N"
is a personal obligation of CCLC and will not run with the Land.

     Exhibit  "N" includes cost estimates for the warrant  study,
if  applicable,  and the design and construction of  the  various
traffic improvements set forth thereon (each referred to  as  the
"Estimated  Costs").  If the actual costs of such  items  at  the
time  of  design  and construction thereof exceed  the  Estimated
Costs,  CCLC will pay all associated cost increases it incurs  in
the  design and construction of such improvements at the time  of
construction.

     At  any  time on or after January 1, 2010 and before all  of
the traffic signals identified as items 1, 2 and 3 on Exhibit "N"
are  warranted, the City may notify CCLC by one or  more  written
notices  that  the City has determined that a traffic  signal  is
warranted,  and  has  decided to design and construct  a  traffic
signal  (an  "Alternate Traffic Signal"), at one or more  of  the
following alternative locations:

       * Escarpment Boulevard and Davis;
       * Escarpment Boulevard and South Bay Road;
       * Dahlgren and LaCrosse;
       * Norman/Bremner and Slaughter Lane; and/or
       * Sendera Mesa and Slaughter Lane.

     After  the City gives CCLC such a written notice,  the  City
may  design  and  construct an Alternate Traffic  Signal  at  the
location  named  in the notice.  In such event,  CCLC  will  make
available  the remaining Estimated Costs for one of  the  traffic
signals identified as items 1, 2 or 3 on Exhibit "N" which is not
then  warranted, as selected by CCLC, to reimburse the  City  for
its  design  and  construction costs for the Alternative  Traffic
Signal  identified in such written notice from the City to  CCLC.
The  Estimated Costs available for reimbursement to the City from
the  relevant  item  (i.e., item 1, 2 or  3  on  Exhibit  "N"  as
selected  by  CCLC  as provided above) will  be  reduced  by  any
amounts expended specifically for that item by CCLC for a warrant
study and the design of the relevant traffic improvements.   CCLC
will  reimburse  the  City  for each Alternative  Traffic  Signal
within  30 days after the date the City notifies CCLC in  writing
that  such  facilities have been completed,  provided  that  such
reimbursement  will  be limited to the amount  of  the  available
Estimated Costs as provided above.  The associated fiscal deposit
for  such  traffic  improvement will  be  released  by  the  City
contemporaneously with such payment.  The City will pay  for  any
additional  costs  related to the applicable Alternative  Traffic
Signal.

     A  traffic signal will be considered to be "warranted" if  a
warrant  study  conducted in accordance with the  warranty  study
guidelines   of   the  applicable  governmental  authority   with
jurisdiction  has  been  provided to the  City,  and  such  study
indicates that such traffic signal is warranted.


     7.2I.     Dedicated Review Team.

     The City will establish and maintain throughout the term  of
this  Agreement a dedicated permit review team in  the  Watershed
Protection  and Development Review Department, or  its  successor
department,  who  will be responsible for the review,  processing
and  approval of all subdivision plats, site development permits,
and  all other permits for development within the Land which  are
normally  processed by the Watershed Protection  and  Development
Review   Department   (or  its  successor   department(s))   (the
"Dedicated  Review  Team").  The foregoing  notwithstanding,  the
Dedicated  Review Team will not be responsible  for  the  review,
processing  and  approval of single family  residential  building
permits.

     The  Dedicated Review Team will be familiar with  the  terms
and  provisions  of this Agreement and the Conservation  Easement
and other issues particular to CCLC and, accordingly, will be  in
a  position to more efficiently process and expedite applications
for  permits,  subdivision plat approvals  and  site  development
permit  approvals  for  projects within the  Land.   The  initial
Dedicated  Review Team will be designated to CCLC   by  the  City
Manager  in  writing  within  30 days  after  the  date  of  this
Agreement.   The City will notify CCLC in writing of any  changes
in the Dedicated Review Team as changes occur from time to time.


     7.2J.     Stormwater Detention.

     Upon  completion  of the Circle C South Detention  Structure
constructed  under  Site Development Permit No.  SP-92-0179D  and
acceptance  of  those facilities by the City ("South  Pond"),  no
additional  on-site storm water detention or payment of  regional
detention fees will be required for development on those portions
of  the  Land located within the drainage basins served by  South
Pond.  The City acknowledges that South Pond is properly sized to
provide  adequate  storm water detention for the  development  of
those  portions of the Land within the drainage basins served  by
South Pond in accordance with this Agreement and the Conservation
Easement.

     The  City  acknowledges that the Circle C Phase B Section  1
North Dam Rough Cut and Circle C Ranch Phb (Phase One) North  Dam
constructed  under  permit  numbers  86-11-4875  and   86-08-4826
("North  Pond") are complete and have been accepted by the  City.
Accordingly,  no  additional on-site  storm  water  detention  or
payment   of  regional  detention  fees  will  be  required   for
development  on  those portions of the Land  located  within  the
drainage basins served by North Pond.  The City acknowledges that
North  Pond  is  properly sized to provide adequate  storm  water
development  for the development of those portions  of  the  Land
within  the  drainage basins served by North Pond  in  accordance
with this Agreement and the Conservation Easement.


7.3  AUSTIN CITY CODE AMENDMENT.

     This  Agreement is approved by ordinance of the Austin  City
Council and the ordinance adopting this Agreement is an amendment
to the Austin City Code to the extent necessary to give effect to
this   Agreement.  It  is  specifically  acknowledged  that   all
processes required for the enactment of such ordinances have been
duly observed.  To the extent any of the Land is made subject  to
the  requirements and limitations contained in the SOS  Ordinance
by  this  Development Agreement and/or the Conservation Easement,
it  is  acknowledged and agreed that CCLC has agreed  to  subject
such  portion  of  the Land to such requirements and  limitations
contained   in  the  SOS  Ordinance  as  a  settlement   of   the
Controversy.


                              VIII.
         WILDFLOWER CENTER AND GREEN BUILDING AGREEMENT

8.1  DEDICATIONS.

     Contemporaneously with the approval by the City  Council  of
the  City  and  the  full execution of this  Agreement,  CCLC  is
dedicating  Parcels 111, 112, and 113 to the  Lady  Bird  Johnson
Wildflower Center ("Wildflower Center") in accordance  with  that
certain  Dedication  Deed  from CCLC  to  the  Wildflower  Center
("Wildflower  Dedication Deed").  All allowable Impervious  Cover
derived from Parcels 111, 112 and 113 is retained by CCLC and  is
allocable  for  development permitted by this Agreement  and  the
Conservation Easement (i.e., such dedication does not include any
allocation of Allowable Impervious Cover).  Such dedication  will
be specifically subject to easements for hike and bike trails and
water quality controls and related facilities for the benefit  of
the  City.  Such dedication will be free and clear of liens other
than  liens for ad valorem taxes not yet due and payable and  the
land  conveyed must not have been made subject to the  Commercial
Properties Declaration.  Any Option Tracts which are made part of
Parcel  113  pursuant to Section 2.3C of this Agreement  will  be
conveyed  to the Wildflower Center at the time they are  included
in  the  Land  by  a  deed  in the same form  as  the  Wildflower
Dedication Deed and subject to such easements.


8.2  GREEN BUILDING AGREEMENT.

     Contemporaneously with the full execution of this Agreement,
CCLC, at the request of the Wildflower Center, is subjecting  the
Land  to certain building standards agreed upon between CCLC  and
the  Wildflower Center ("Green Building Agreement").   The  Green
Building Agreement provides that a structure constructed  on  any
portion  of  the Land must meet certain green building standards.
Accordingly, the City will not issue a building permit  until  it
receives a certification as, and to the extent, required  by  the
Green   Building  Agreement.   If  there  is  any  conflict,   as
determined  by  the City, between the Austin City  Code  and  the
green   building  standards  set  forth  in  the  Green  Building
Agreement, then standards and terms of the Austin City Code  will
govern  and  supercede the conflicting provisions  of  the  green
building standards.


                               IX.
          CONVEYANCES TO THE CITY AND THE CIRCLE C HOA

9.1  CONVEYANCES OF PARCELS 104, 105 AND 109.

     Contemporaneously with the approval by the City  Council  of
the  City  and  the  full execution of this  Agreement,  CCLC  is
conveying Parcels 104 and 105 to the City and Parcel 109  to  the
Circle C HOA, in accordance with those certain deeds of even date
herewith  ("City Deeds") for use as open space.  Such conveyances
will  be  free and clear of liens other than liens for ad valorem
taxes  not  yet due and payable, and the land conveyed  must  not
have  been made subject to the Commercial Properties Declaration.
In   connection   with  such  conveyances  and   the   conveyance
contemplated  in Section 9.2 below, a utility easement  adjoining
and  parallel  to  Slaughter Lane, and  a  hike  and  bike  trail
easement over Parcels 104 and 105 is being conveyed to the  City,
a  hike  and bike trail and vehicular ingress and egress easement
is  being  conveyed over the Parcel 102 Dedication Tract,  and  a
water  quality  controls  and related  facilities  easement  over
Parcel 109 is being conveyed to the City ("City Easements").  All
allowable Impervious Cover derived from Parcels 104, 105 and  109
is retained by CCLC and is allocable for development permitted by
this   Agreement  and  the  Conservation  Easement  (i.e.,   such
conveyances do not include any allocation of Allowable Impervious
Cover).

9.2  PARCEL 102.

     Contemporaneously with the approval by the City  Council  of
the  City  and  the  full execution of this  Agreement,  CCLC  is
conveying  that  portion of Parcel 102 described on  Exhibit  "X"
attached hereto ("Parcel 102 Dedication Tract") to the City  free
and  clear of liens other than liens for ad valorem taxes not yet
due  and  payable, and the land conveyed must not have been  made
subject  to  the  Commercial Properties  Declaration.   Allowable
Impervious Cover derived from the Parcel 102 Dedication Tract  is
retained  by  CCLC and is allocable for development permitted  by
this   Agreement  and  the  Conservation  Easement  (i.e.,   such
conveyance   does  not  include  any  allocation   of   Allowable
Impervious Cover).


                               X.
            CIRCLE C HOMEOWNERS ASSOCIATION AGREEMENT

     CCLC  and the Circle C Homeowners Association, Inc. ("Circle
C  HOA") are entering into certain agreements (the "Circle C  HOA
Agreements")  which  address certain  deed  restrictions,  owners
associations and related matters affecting the development of the
Land,  and  which include, among other restrictions,  landscaping
restrictions,  including a list of permissible and  impermissible
vegetation for landscaping on the Land.


                               XI.
                        AISD SCHOOL SITES

     CCLC and the Austin Independent School District ("AISD") are
contemplating  entering  into that certain  Sale  and  Dedication
Agreement ("AISD Agreement") pursuant to which CCLC agrees to (i)
donate a site for the construction of a planned elementary school
within  Parcel 115, and (ii) grant AISD an option to  purchase  a
site  within  Parcel  101  at  its  fair  market  value  for  the
construction of a secondary school.

                              XII.
             CONSIDERATION FOR DENSITY REDUCTION AND
                 CERTAIN LAND PURCHASES BY CITY



12.1 CREDIT BANKS.

     In  consideration of the execution of this Agreement and the
Conservation Easement and CCLC's agreements set forth herein  and
therein,  the City hereby grants to CCLC two accounts of  credits
(collectively, "Credit Banks") from the City for certain uses  as
set  forth  herein  in  the total amount of Fifteen  Million  and
00/100  Dollars  ($15,000,000.00).  Any interest accrual  on  the
Credit  Banks  will  accrue  to the  benefit  of  the  City.   In
addition, any remaining balance in the Credit Banks on  the  date
which  is  30 years after the Effective Date will be released  to
the  City  and  will not be available hereunder.  The  City  will
maintain records reflecting the availability of, and balance,  of
the Credit Banks.


12.2 USES OF THE CREDIT BANKS.

     12.2A.  W/WW Utility Credit Bank.  The City hereby grants to
CCLC an account of credits ("W/WW Utility Credit Bank") in the
amount of Eight Million One Hundred Thousand and 00/100 Dollars
($8,100,000.00).  Subject to certain limitations on the use of
the Credit Banks set forth below, CCLC or any Permitted
Transferee  may, by written notice to the City in the form
attached hereto as Exhibit "O" ("City Fees Notice") use the W/WW
Utility Credit Bank to pay the City (including the City of Austin
Water and Wastewater Utility Department) for any of the following
(collectively, "W/WW Utility Fees"):

          1.   Capital  Recovery  Fees for Water  and  Wastewater
               Service.
          2.   Tap Fees for Water and Wastewater Service.
          3.   Cost   Reimbursement   for   the   Water   Service
               Extensions  described  in  Article  XIII  of  this
               Agreement    in   an   amount   not   to    exceed
               $3,600,000.00.
          4.   Any  other  City  of Austin Water  and  Wastewater
               Utility Department, or its successor department's,
               fees or charges related to water and/or wastewater
               service  within  the corporate or extraterritorial
               limits of the City.

The  W/WW  Utility  Fees and other permitted uses  for  the  W/WW
Utility  Credit Bank referenced in Sections 12.2A, 12.3 and  12.4
and  Article  XIII below are sometimes collectively  referred  to
herein as the "W/WW Utility Credit Bank Uses".

     12.2B.  Development Credit Bank.  The City hereby grants  to
CCLC  an  account of credits ("Development Credit Bank")  in  the
amount  of  Six Million Nine Hundred Thousand and 00/100  Dollars
($6,900,000.00).  Subject to certain limitations on  the  use  of
the  Credit  Banks  as  set forth below, CCLC  or  any  Permitted
Transferee   may,  by  a City Fees Notice,  use  the  Development
Credit Bank to pay the City (including Austin Energy) for any  of
the following (collectively, "Development Fees"):

          1.   Stormwater Detention Fees.
          2.   Parkland  Dedication Fees (except  as  limited  in
               Section 12.3).
          3.   Subdivision Application Fees.
          4.   Re-Zoning Application Fees (except for the  Circle
               C Zoning referenced in Section 4.1 above).
          5.   Site Plan Fees.
          6.   Electric  Meter and Other Electric Fees  including
               Capital Recovery Fees.
          7.   Development Inspection Fees.
          8.   Any other City fees or charges (other than fees or
               charges of the City of Austin Water and Wastewater
               Utility  Department, or its successor  department)
               related  to the development activities within  the
               corporate or extraterritorial limits of the City.

     The  Development  Fees  and other  permitted  uses  for  the
     Development Credit Bank referenced in Sections 12.2B,  12.3,
     12.4, and 12.5 below are sometimes collectively referred  to
     herein as the "Development Credit Bank Uses".

     12.2C.   Permitted Credit Bank Users.  The Credit Banks  may
only  be  used for W/WW Utility Credit Bank Uses and  Development
Credit  Bank  Uses  by  (i) CCLC or any Permitted  Transferee  in
connection with developing any portion of the Land, (ii) CCLC  or
any  Permitted Transferee in connection with developing any  land
in  the  Desired Development Zone as defined in the  Austin  City
Code  (the  "DDZ"),  and/or (iii) CCLC or any CCLC  Affiliate  in
connection with developing any portion of the property  described
in the following instruments:

          (a)   that  certain  Deed of Trust  (Lantana)  recorded
          under  Document  No. 1999158707 of  the  Real  Property
          Records of Travis County, Texas,

          (b)  that certain Deed of Trust (Barton Creek) recorded
          under  Document  No.  199915870 of  the  Real  Property
          Records of Travis County, Texas,

          (c)   that  certain Deed of Trust (Austin 290) recorded
          under  Document  No. 1999158711 of  the  Real  Property
          Records of Travis County, Texas, and

          (d)  that certain Deed of Trust (Escala) recorded under
          Document No.2002038536 of the Real Property Records  of
          Travis County, Texas.



12.3 CREDIT BANK TRANSFERS.

     It  is  understood  and  agreed that the  Credit  Banks  are
personal  to CCLC and do not run with the Land absent a  specific
written  transfer of all or part of the W/WW Utility Credit  Bank
or  Development Credit Bank executed and delivered in  accordance
with this paragraph.  By written notice from CCLC to the City  in
the form attached hereto as Exhibit "P" ("Transfer Notice"), CCLC
may,  from time to time, transfer all or part of the Credit Banks
to  any  of  the  following transferees ("Permitted Transferee"):
(i)  any successor Landowner of all or part of the Land, (ii) any
person  who controls, is controlled by or is under common control
with CCLC ("CCLC Affiliate"), and/or (iii) any land developer  or
user  with  a  proposed  development located  in  the  DDZ  ("DDZ
Transferee").   The  City  agrees  to  honor  a  Transfer  Notice
complying with the forgoing upon receipt of same.

     No  more  than $1,500,000.00 in the aggregate per Year  from
the  Credit Banks may be used for development in the DDZ  and  no
amounts  from  the  Credit Banks may be used  to  pay  park  land
dedication  fees incurred in connection with development  of  any
land  in the DDZ.  "Year" means the City's fiscal year of October
1 to September 30 annually for purposes of this Article XII.  The
first  partial Year will be pro-rated from the Effective Date  of
this  Agreement through September 30, 2002.  There is  no  annual
limit to the amount that CCLC, its Permitted Transferees, or CCLC
Affiliates may use from the Credit Banks on the Land.   There  is
no  annual  limit to the amount that CCLC or CCLC Affiliates  may
spend on the properties referenced in Section 12.2C(iii)(a), (b),
(c), and (d) above.


12.4 FISCAL DEPOSITS.

     CCLC may, from time to time, upon specific written notice to
the  City  in  the form attached hereto as Exhibit "Q"   ("Fiscal
Notice"), designate a portion of the then remaining Credit  Banks
as a fiscal deposit required by the Modified Current Requirements
related  to  the development of any portion of the Land  ("Credit
Bank  Fiscal  Deposit").  Such Credit Bank  Fiscal  Deposit  will
serve as the fiscal deposit which would otherwise be required  by
the Modified Current Requirements.

     Fiscal  deposits  required by the City of Austin  Water  and
Wastewater  Utility  Department  must  be  allocated   from   the
available  balance of the W/WW Utility Credit Bank and all  other
fiscal  deposit  requirements of the  City  (including  those  of
Austin  Energy,  if  any) must be allocated  from  the  available
balance  of  the Development Credit Bank.  A Credit  Bank  Fiscal
Deposit  is  limited to the amount then remaining in  either  the
W/WW   Utility  Credit  Bank  or  Development  Credit  Bank,   as
applicable, for use by CCLC.

     During  the  time a Credit Bank Fiscal Deposit is designated
by  a Fiscal Notice to satisfy a fiscal posting requirement under
the Modified Current Requirements, the amount of such Credit Bank
Fiscal  Deposit will be unavailable under the W/WW Utility Credit
Bank  or  Development Credit Bank, as applicable, for other  W/WW
Utility  Credit  Bank Uses or Development Credit  Bank  Uses,  as
applicable, until such time as the City releases the Credit  Bank
Fiscal   Deposit   in  accordance  with  the   Modified   Current
Requirements that would otherwise be applicable to a  posting  of
fiscal  security.  When a Credit Bank Fiscal Deposit, or  portion
thereof,  is so released by the City, the associated  portion  of
the  W/WW  Utility  Credit Bank or Development  Credit  Bank,  as
applicable,  will again be available for all W/WW Utility  Credit
Bank  Uses  or  Development  Credit  Bank  Uses,  as  applicable,
including a subsequent Credit Bank Fiscal Deposit.

12.5 CHILLER FACILITY

     The  City  and  CCLC  or any CCLC Affiliate  may,  at  their
discretion,  enter into an agreement to design  and  construct  a
"chiller" facility to serve office development on the  Land.   In
the  event  such an agreement is reached for the City  to  design
and/or construct such a chiller facility, CCLC may draw upon  the
Development  Credit Bank in an amount not to exceed $1,500,000.00
to reimburse the City for the City's costs for such design and/or
construction in accordance with the terms of such agreement.


12.6 CONSTRUCTION OF EXTENSION OF SOUTH BAY ROAD.

     On  or  before 120 days after the Effective Date,  the  City
agrees   to  purchase  from  CCLC  for  the  purchase  price   of
$371,000.00 right-of-way, in fee simple, an easement for drainage
and  water  quality controls and related facilities and Allowable
Impervious  Cover for an extension of South Bay Road ("South  Bay
Extension").    Such   right-of-way,   easement   and   Allowable
Impervious  Cover  are  described in the form  of  deed  therefor
attached as Exhibit  "R" ("South Bay Extension Dedication Deed").
Title to be conveyed to the City must be free and clear of liens,
and  free  and  clear  of  any easements, restrictions  or  other
encumbrances  that would unreasonably limit the  construction  of
the South Bay Extension, and the land conveyed must not have been
made   subject   to   the   Commercial  Properties   Declaration.
Accordingly,  the  status of title must  be  confirmed  prior  to
closing  by  a  title  commitment or title report  from  a  title
company reasonably acceptable to the City.

     CCLC,  conditioned  on  such purchase  and  sale  occurring,
agrees  to  design  and construct the portion of  the  South  Bay
Extension  described on Exhibit "S" attached hereto in accordance
with  the  specifications described on  Exhibit  "S".   Upon  the
completion  by CCLC and approval by the City of such  portion  of
the South Bay Extension, which approval is not to be unreasonably
withheld  or delayed by the City, such portion of the  South  Bay
Extension  will be considered sufficient to fulfill  public  road
access  requirements for the full development of  Parcel  110  in
accordance  with  this  Agreement and the  Conservation  Easement
without the requirement of any additional traffic improvements or
facilities to be constructed by CCLC other than internal  roadway
improvements on Parcel 110.

     If  the  final plans and specifications for such portion  of
the  South Bay Extension, as approved by the City, do not require
all  of  the area covered by the easement for drainage and  water
quality controls and related facilities, any excess easement area
not  required for those facilities will be promptly  released  by
the City upon the written request of CCLC.


12.7 FIRE STATION SITE.

     Within 15 days of the date of this Agreement, the City  will
purchase  that  certain fire station site ("Fire Station  Site"),
described  in  the Fire Station Deed attached hereto  as  Exhibit
"T",  together with any utility and/or drainage and water quality
controls  and related facilities easements described  in  Exhibit
"T" necessary to develop the Fire Station Site as a fire station,
from  CCLC for, and in consideration of, the payment by the  City
to  CCLC  the  lump sum of $679,000.00 payable in cash  or  other
immediately  available funds contemporaneously with the  delivery
of  the Fire Station Deed.  Title to the Fire Station Site to  be
conveyed  to the City must be free and clear of liens,  and  free
and  clear  of  any easements, restrictions or other encumbrances
that  would unreasonably limit the City's ability to construct  a
fire  station  on  the Fire Station Site as  confirmed  prior  to
closing  by  a  title  commitment or title report  from  a  title
company  reasonably acceptable to the City, and the land conveyed
must  not  have  been  made subject to the Commercial  Properties
Declaration.   In  addition, the City  may  designate  reasonably
necessary   lateral  support  easements  for  a  sidewalk   along
Escarpment Boulevard from the Fire Station Site to State  Highway
45  within  one (1) year after the Effective Date and  CCLC  will
grant  such  lateral support easements by separate instrument  in
form  reasonably satisfactory to the Parties.  Any owner's policy
of  title insurance to insure title to the Fire Station Site will
be  at  the City's sole cost and expense.  In addition, the  City
will  pay  the  recording fee for the Fire Station Deed  and  all
other customary closing costs.

     The  Parties agree that contemporaneously with the execution
and  delivery of the Fire Station Deed, CCLC will allocate to the
Fire Station Site Allowable Impervious Cover (as defined in,  and
pursuant   to  the  procedure  set  forth  in,  the  Conservation
Easement)  equal to 15% of the Net Site Area of the Fire  Station
Site.   Any  excess in such Allowable Impervious Cover  over  the
Allowable Impervious Cover shown on the approved Site Development
Permit for the Fire Station Site will be assigned by the City  to
a  Parcel  designated by CCLC provided that  such  assignment  is
otherwise  in  compliance  with the  terms  of  the  Conservation
Easement.   It  is  agreed that the Fire Station  Site  does  not
require  any  Development  Allocation in  order  to  develop  and
construct a fire station thereon.

     In  the  event CCLC causes Parcel 110 to participate in  the
Balcones  Canyonland Plan established pursuant  to  the  regional
habitat  conservation  plan  known  as  the  Balcones  Canyonland
Conservation  Plan - Shared Vision, U.S. Fish & Wildlife  Service
Permit  No.  PRT-788841, the Fire Station Site will  be  included
under the applicable participation certificate for Parcel 110  at
no   cost   to  the  City  if  the  City  joins  in  the  related
participation agreement.

                              XIII.
     INTERCONNECTION OF WATER AND WASTEWATER SERVICE

     The  Parties  acknowledge that the Land  is  located  wholly
within  the Utility Service Area and Impact Fee Service  Area  of
the City's Water and Wastewater Utility.  In order to obtain City
water  and  wastewater  services for the  Land,  CCLC  filed  its
written  application with the Director of the  City's  Water  and
Wastewater Utility ("Water Director") for approval of those water
and  wastewater utility service extensions necessary  to  connect
the  Land  to  existing City water and wastewater  facilities  to
service  development proposed to be constructed within  the  Land
under this Agreement.

     13.1.      Required Water Service Extensions.  In  order  to
extend  City  water  service  to the  Land,  the  Water  Director
determined in Water Service Extension Request No. 2189 ("SER  No.
2189") that the extension of City water service to the Land  will
require the water improvements in the Southwest A and Southwest B
Pressure  Zones  described  in SER No. 2189  (collectively,"Water
Service  Extensions") and such water service is conditioned  upon
such  improvements being made.  A true copy of SER  No.  2189  is
attached  hereto as Exhibit "U-1" and incorporated  by  reference
for  all purposes.  Contemporaneously with the execution of  this
Agreement,   CCLC  and  the  City  are  entering  into   a   cost
reimbursement agreement concerning the construction of the  Water
Service Extensions by CCLC ("Cost Reimbursement Agreement").

     13.1A.     Improvements  Required  for  Extension  of  Water
Service to Parcel 110 (West Portion Along State Highway 45):  The
Water   Service   Extensions   include   the   construction    of
approximately 3,200 linear feet of 16-inch SWB water main from  a
point of connection to the existing 16-inch SWB water main at the
southern  end  of Escarpment Boulevard south along  the  proposed
extension  of  Escarpment  Boulevard to  State  Highway  45  (the
"Escarpment Segment"), then west along State Highway  45  to  the
existing to the existing 16-inch SWB water main in Spruce  Canyon
Drive  and  State  Highway  45  (the  "Spruce  Canyon  Segment").
However, the design and construction of the Spruce Canyon Segment
may be delayed by CCLC for a period of up to seven (7) years from
the  date  of  completion and final acceptance of the  Escarpment
Segment  provided  that  CCLC  agrees  to  unconditionally  limit
development  on that portion of Parcel 110 described  on  Exhibit
"U"  attached  hereto  to  10 living unit  equivalents  of  water
service, until such time as the Mid-Tex Service Extensions or the
Spruce  Canyon  Segment is completed and accepted  by  the  City,
except  that  the fire station contemplated to be constructed  by
the City on the Fire Station Site will not be included in the  10
living unit equivalents limitation.


     As  of the Effective Date, the amount of $350,000 out of the
Debited Amount set aside out of CCLC's available balance  in  the
W/WW  Utility Credit Bank to offset the reimbursement of the cost
of  the Water Service Extensions (which is the estimated cost  of
the   Spruce  Canyon  Segment)  shall  be  deemed  allocated  and
encumbered  for  the  Spruce Canyon Segment (the  "Spruce  Canyon
Segment  Allocation") and may not be used by CCLC for  any  other
purpose  or to offset any other expense unless and until released
by the City.

     If  CCLC so delays construction of the Spruce Canyon Segment
and if the water service extensions required to provide wholesale
water  service  to the Mid-Tex Utilities, Inc. service  area,  as
identified in the Wholesale Water Service Agreement entered  into
between  the  City and Mid-Tex Utilities, Inc. ("Mid-Tex  Service
Extensions") are constructed before the expiration of  the  seven
(7)  year period described above, then CCLC shall not be required
to  construct  the  Spruce Canyon Segment and the  Spruce  Canyon
Segment  Allocation  will be released by the  City  to  the  W/WW
Credit  Bank.   If CCLC delays construction of the Spruce  Canyon
Segment and if the Mid-Tex Service Extensions are not constructed
on  before the expiration of the seven (7) year period referenced
above   and  if  the  Spruce  Canyon  Segment  is  not  otherwise
constructed in the seven (7) year period, then CCLC will commence
the  design of the Spruce Canyon Segment within 120 days from the
expiration of the seven (7) year period described above and  will
commence construction of the Spruce Canyon Segment within 90 days
from the date of City approval of the construction plans and  the
issuance  of  any necessary City permits for the  work  and  will
complete the same within one year thereafter.

     In  the  event that CCLC is required to construct the Spruce
Canyon  Segment,  CCLC will receive cost reimbursement  from  the
City  for  the Spruce Canyon Segment in accordance with the  Cost
Reimbursement Agreement.

     13.2.      Required Wastewater Service Extensions.  In order
to extend City wastewater service to the Land, the Water Director
determined in Wastewater Service Extension Request No. 2190 ("SER
No.  2190") that the extension of City wastewater service to  the
Land  will require the following wastewater improvements  in  the
Slaughter  Creek and Bear Creek drainage basins  which  shall  be
designed  and  constructed  by CCLC  at  its  sole  cost  without
reimbursement from the City (collectively the "Wastewater Service
Extensions") and such wastewater service is conditioned  on  such
improvements being made:

     13.2A.     Improvements Required For Extension of Wastewater
Service to Parcel 103:  Construction of approximately 650  linear
feet  of  8-inch  gravity  wastewater  line  extending  from  the
existing  36-inch gravity wastewater line south of West Slaughter
Lane north to the subject Parcel;

     13.2B.     Improvements Required for Extension of Wastewater
Service  to  Parcel  106:   Construction of  approximately  1,200
linear feet of 8-inch gravity wastewater line extending from  the
existing  36-inch gravity wastewater line south of West Slaughter
Lane north to the subject Parcel;

     13.2C.     Improvements Required for Extension of Wastewater
Service to Parcel 107:  Construction of approximately 250  linear
feet  of 8-inch gravity wastewater line from the existing 36-inch
gravity wastewater line south of West Slaughter Lane north to the
subject Parcel;

     13.2D.     Improvements Required for Extension of Wastewater
Service  to  Parcel  114:   Construction of  approximately  1,800
linear  feet  of  appropriately  sized  gravity  wastewater  line
extending from the existing 10-inch gravity wastewater line  east
of  the  subject Parcel at State Highway 45 west to  the  subject
Parcel.

A  true copy of SER No. 2190 is attached hereto as Exhibit  "U-2"
and is made a part of this Agreement for all purposes.

     13.3.      Cost Reimbursement for Service Extensions.   CCLC
shall  design and construct the Water Service Extensions and  the
Wastewater  Service  Extensions, in accordance  with  the  City's
design  criteria and specifications, at its sole cost and expense
subject to reimbursement for the Water Service Extensions as  set
forth in the Cost Reimbursement Agreement.  The City Council  has
adopted (i) a resolution authorizing negotiation and execution of
the   Cost  Reimbursement  Agreement  setting  forth  terms   and
conditions for construction of the above-described Water  Service
Extensions, and for the City's reimbursement to CCLC for the cost
of  the  Water Service Extensions in an amount not to exceed  the
Debited  Amount, and (ii) an ordinance waiving certain provisions
of   Chapter   25-9   that  are  necessary  to   authorize   cost
reimbursement for the Water Service Extensions.

     The  Cost  Reimbursement Agreement provides that the  City's
reimbursement  obligation thereunder  is  limited  to  an  amount
("Debited  Amount")  equal to $3,600,000.00.   The  W/WW  Utility
Credit Bank is hereby reduced by the Debited Amount to offset the
City's  reimbursement  obligation under  the  Cost  Reimbursement
Agreement and such amount will no longer be available for use  or
transfer  by CCLC.  In the event that the facilities contemplated
by  the  Cost Reimbursement Agreement are completed in accordance
therewith  and  the  amount reimbursed to  CCLC  under  the  Cost
Reimbursement Agreement is less than the Debited Amount, then the
difference  between  the  amount reimbursed  thereunder  and  the
Debited  Amount will be released to the W/WW Utility Credit  Bank
balance for use by CCLC in accordance with Article XII above.

     13.3A.     CCLC  shall design and construct  the  Wastewater
Service Extensions described in Wastewater SER No. 2190.

     13.3B.     CCLC  shall  bear all costs associated  with  the
design  and  construction  of the Wastewater  Service  Extensions
without reimbursement from the City.

     13.3C.      In  accordance  with  Article  XII,   any   City
construction  inspection fees, plan review fees,  rights  of  way
permits,  and  other  City fees and charges associated  with  the
construction  of the Water Service Extensions and the  Wastewater
Service Extensions may be paid with credits from the W/WW Utility
Credit  Bank,  should CCLC so elect, subject  to  CCLC  having  a
sufficient balance available in the W/WW Utility Credit  Bank  at
the time the fees or charges in question are to be paid.

     13.3D.      The   Debited  Amount  subtracted  from   CCLC's
available balance in the W/WW Utility Credit Bank will be applied
towards  the  fiscal surety required for the  completion  of  the
Water   Service   Extensions   notwithstanding   its   concurrent
application  to  offset  reimbursement  costs  under   the   Cost
Reimbursement Agreement.  In the event of default by CCLC in  the
construction of any of the Water Service Extensions, and  subject
to  the  further  terms and conditions of the Cost  Reimbursement
Agreement  regarding  default, the Parcel for  which  such  Water
Service  Extensions are required shall not receive City water  or
wastewater  service until the described Water Service  Extension,
or the equivalent thereof as determined by the Water Director, is
completed and receives final acceptance from the City.

     13.3E.     CCLC  shall  be responsible for  the  design  and
construction  of  all  internal  subdivision  water  distribution
facilities,   internal  subdivision  wastewater  collection   and
transportation  facilities, and all other  water  and  wastewater
facilities required to serve the Land, without reimbursement from
the City.

     13.3F.    CCLC shall provide or acquire easements conforming
to  City specifications for the Water Service Extensions and  the
Wastewater   Service  Extensions.   Those   easements   must   be
reasonably  acceptable in form and content to the Water  Director
and  the  City  Attorney.  CCLC agrees to dedicate easements  for
those portions of the Water Service Extensions and the Wastewater
Service Extensions traversing the Land.  To the extent reasonable
and  necessary, the City agrees to assist in obtaining  easements
for   the   Water  Service  Extensions  and  Wastewater   Service
Extensions that will traverse property owned by third persons not
affiliated  with  CCLC  in the event that such  easements  cannot
reasonably be secured by CCLC for their fair market value by good
faith negotiations.

     13.3G.      Upon   the  completion  of  the  Water   Service
Extensions  and the Wastewater Service Extensions  by  CCLC,  the
City  shall exercise reasonable efforts to ensure that sufficient
capacity  exists in the service extensions to provide City  water
and  wastewater  services to the portions of the Land  they  were
constructed to serve.


                              XIV.
                 REPRESENTATIONS AND WARRANTIES

14.1 REPRESENTATIONS AND WARRANTIES OF CCLC.

     CCLC does hereby represent and warrant to City as follows:

     14.1A.    Organization and Good Standing.

     CCLC  is  duly  organized, validly  existing,  and  in  good
standing  under  the laws of its jurisdiction of  its  formation,
with  full power and authority to conduct its business as  it  is
now being conducted, to own or use the properties and assets that
it  purports  to  own or use, and to perform all its  obligations
hereunder.   CCLC  has delivered to the City  true  and  complete
copies of the portions of its respective organizational documents
as  currently in effect which govern the authority of such  party
to  enter  into this Agreement and the Constituent Documents  and
the authority of the person or entity acting on behalf of CCLC to
do so.


     14.1B.    Authority, No Conflict.

     i.   This  Agreement  and each of the Constituent  Documents
          constitutes the legal, valid and binding obligations of
          CCLC, enforceable against CCLC in accordance with their
          terms.   CCLC has the absolute and unrestricted  right,
          power,  authority, and capacity to execute and  deliver
          this  Agreement and the Constituent Documents,  and  to
          perform  its obligations under this Agreement  and  the
          Constituent Documents.

     ii.  Neither the execution and delivery of this Agreement or
          the  Constituent  Documents  nor  the  consummation  or
          performance  of  any  of the transactions  contemplated
          hereby  will, directly or indirectly (with  or  without
          notice or lapse of time):

          (a)  Contravene,   conflict  with,  or  result   in   a
               violation  of  (a) any provision  of  any  of  the
               organizational  documents of CCLC as  amended,  or
               (b)  any  resolution  adopted  by  the  board   of
               directors for CCLC;

          (b)  Contravene,   conflict  with,  or  result   in   a
               violation  of,  or give any governmental  body  or
               other  person the right to challenge  any  of  the
               transactions  contemplated hereby or  to  exercise
               any  remedy or obtain any relief under  any  legal
               requirement or any order to which CCLC, or any  of
               the assets owned or used by CCLC may be subject;

          (c)  Contravene,   conflict  with,  or  result   in   a
               violation or breach of any provision of,  or  give
               any  person  the  right to declare  a  default  or
               exercise  any  remedy under, or to accelerate  the
               maturity   or   performance  of,   any   contract,
               agreement,  instrument or understanding  by  which
               CCLC is bound; or

          (d)  Result in the imposition or creation of any  lien,
               security  interest, or encumbrance  upon  or  with
               respect to any of the assets owned or used by CCLC
               other  than as provided in this Agreement and  the
               Constituent Documents.

     iii. CCLC is not and will not be required to give any notice
to  or obtain any consent from any person or entity in connection
with  the  execution  and  delivery  of  this  Agreement  or  the
Constituent Documents or the consummation or performance  of  any
of the transactions contemplated hereby other than the lienholder
consents set forth below.


     14.1C.    Title to Properties, Encumbrances.

     CCLC  owns good and indefeasible fee simple title to all  of
the  Land  subject  only  to the security  interests,  mortgages,
liens,  leases  and  other encumbrances  listed  on  Exhibit  "V"
attached hereto.  CCLC has not entered into any contract or other
agreement  to convey or otherwise transfer all or any portion  of
the  Land, or any interest therein to any third party.  CCLC does
not have knowledge of any pending or threatened litigation in any
way affecting, involving, or relating to the Land or any interest
therein other than the lawsuit currently pending under Cause  No.
GN202018  in the 261st District Court of Travis County, Texas  to
the extent it may affect the Land.

     In  addition to the foregoing, CCLC acknowledges  that  this
Agreement  is intended to pertain to, and the "Land" is  intended
to  cover, the real property depicted on the Map attached  hereto
as  Exhibit "A". CCLC has provided the legal descriptions for the
Land contained in Exhibit "B" and CCLC represents and warrants to
the  City  that,  to  its  best  knowledge,  each  of  the  legal
descriptions for the Parcels set forth on Exhibit "B" is a  true,
correct and complete legal description for the corresponding real
property  designated  as  such Parcel on  Exhibit  "A",  attached
hereto.   In  the  event the City learns that any  of  the  legal
descriptions contained in Exhibit "B" is not a true, correct  and
complete legal description for the corresponding Parcel shown  on
Exhibit  "A",  CCLC  shall  take all actions  as  are  reasonably
necessary  and appropriate to correct such legal description  and
otherwise include the intended real property within the terms  of
this Agreement and the other Constituent Documents.


14.2 REPRESENTATIONS AND WARRANTIES OF CITY

     The City represents and warrants to CCLC as follows:



     14.2A.    Organization and Good Standing

     The  City is a duly organized and validly existing municipal
     corporation in good standing under the laws of the State  of
     Texas, with full power and authority to conduct its business
     as  it  is now being conducted, to own or use the properties
     and  assets  that it purports to own or use, and to  perform
     all its obligations hereunder.


     14.2B.    Authority, No Conflict.

     This  Agreement  constitutes the legal,  valid  and  binding
     obligation  of  the City, enforceable against  the  City  in
     accordance  with  its terms. The City has the  absolute  and
     unrestricted  right,  power,  authority,  and  capacity   to
     execute  and  deliver  this Agreement  and  to  perform  its
     obligations under this Agreement.


14.3 NO ADDITIONAL REPRESENTATIONS

     The  Parties  represent to each other that before  executing
this  Agreement, each Party became fully informed of  the  terms,
contents,  conditions  and effects of  this  Agreement;  that  in
making  this  Agreement, each Party has had the  benefit  of  the
advice  of  attorneys and advisors of that Party's own  choosing;
and  that  no promises or representations of any kind  have  been
made  by any of the Parties or by anyone acting or purporting  to
act  for  any Party except as expressly stated in this Agreement.
By  signing  this Agreement, each Party expressly  disclaims  any
reliance on any representations, promises, or other statements by
any  of  the  other  Parties hereto (except to  the  extent  such
representations, promises or other statements are  expressly  set
forth  herein), or by such other Parties' representatives, agents
or attorneys.


                               XV.
                      ESTOPPEL CERTIFICATE

     Upon  a  written request in a form reasonably acceptable  to
City  by  any Landowner, the City shall within ten (10)  business
days  after  the  City's Department of Watershed  Protection  and
Development Review (or its successor) receives same, execute  and
deliver  to  such  Landowner,  or  to  any  party  designated  by
Landowner,   an   estoppel  certificate  in  form   and   content
promulgated  by  the City which certifies, with  respect  to  the
portion  of  the Land owned by such Landowner and  which  is  the
subject   of   the  request,  the  then  current  allocation   of
Development  Allocation to the portion of the Land which  is  the
subject  of such request. Such certification shall be limited  to
information contained in the Development Allocation Records  with
respect  to  this  Agreement  with the  understanding  that  said
records are controlling with regard to such allocation.  The City
acknowledges  that the form estoppel certificate attached  hereto
as   Exhibit   "W",   and,  if  applicable   and   correct,   the
certifications set forth therein, are acceptable to the City.


                              XVI.
                      DEFAULT AND REMEDIES



16.1 CITY'S RIGHTS

     In order to ensure the on-going compliance with the terms of
this  Agreement by CCLC and any other Landowners (as applicable),
the City is given the right:

     16.1A.    To enter upon the Land, or any portion thereof, by
          and  through  its authorized employees  or  enforcement
          agents,   at  reasonable  times  in  order  to  monitor
          compliance with and otherwise enforce the terms of this
          Agreement;  provided that, except in  cases  where  the
          City  reasonably  determines that  immediate  entry  is
          required to prevent, terminate, or mitigate a violation
          of  this  Agreement causing immediate  and  irreparable
          harm,  such entry shall be upon prior reasonable notice
          to  the owner of the portion of the Land upon which the
          City  is  to enter, and the City will not in  any  case
          unreasonably interfere with such owner's use and  quiet
          enjoyment  of such portion of the Land.  No entry  onto
          an occupied platted single family residential or duplex
          residential  lot will be authorized by this  Subsection
          which is not otherwise authorized by law; and

     16.1B.    To prevent any activity on, or use of, any portion
          of the Land that is inconsistent with the terms of this
          Agreement and to require the restoration of such  areas
          or   features  of such portions of the surface  of  the
          Land  that may be damaged by any activity or use  which
          is  inconsistent  with  the terms  of  this  Agreement,
          pursuant to the remedies set forth in Section  16.2  of
          this Agreement.



16.2 CITY'S REMEDIES



     16.2A.      Notice  of  Violation,  Corrective  Action   and
Litigation Remedies.

     If  the  City becomes aware of a violation of the  terms  of
     this  Agreement,  the City shall, except  as  expressly  set
     forth   herein,   notify  the  defaulting  party   and   the
     Landowner(s) of the portion(s) of the Land involved in  such
     violation and request corrective action sufficient to  abate
     such  violation and, if applicable, restore the  surface  of
     the  affected portions of the Land to its previous condition
     prior to the violation.  Failure to abate the violation  and
     take such other corrective action as may be required to cure
     the  violation within thirty (30) days after the  giving  of
     such  notice,  or  such longer period  of  time  as  may  be
     reasonably  necessary to cure the violation in  question  so
     long  as  the cure is commenced within said thirty (30)  day
     period  and  prosecuted until completion with all reasonable
     diligence  no later than ninety (90) days from the  date  of
     such  notice, will entitle the City to exercise any and  all
     rights and remedies available to it at law or in equity as a
     result  of such failure.  The City's remedies shall include,
     without  limitation,  any  one  or  more  of  the  following
     remedies:

          i.    bring  a zoning enforcement action in a court  of
     competent jurisdiction;

          ii.  bring an action at law or in equity to enforce the
               zoning applicable to the Land and/or the terms  of
               this Agreement, as applicable, including seeking a
               temporary  restraining order, temporary injunction
               and/or  permanent injunction to  enjoin  the  non-
               compliance;

          iii. bring an action to require the restoration of  the
               surface  of  the  affected land  to  its  previous
               condition;

          iv.  bring  an action for specific enforcement of  this
               Agreement; and/or

          v.   subject to the limitation on damages set forth  in
               Section  16.5  of  this  Agreement,  recover   any
               damages arising from the non-compliance.

     With  respect to all the remedies described in this Section,
     the  City's rights under this Agreement apply equally in the
     event of either actual or threatened violations of the terms
     of this Agreement.

     CCLC,  and any and all successor Landowners, agree that  the
     City's  remedies  at  law  with respect  to  an  alleged  or
     threatened  violation  of the terms of  this  Agreement  are
     inadequate and that the City shall be entitled to injunctive
     relief, both prohibitive and mandatory, in addition to  such
     other  relief  to which the City may be entitled,  including
     specific performance of the terms of this Agreement, without
     the  necessity  of  proving  other  actual  damages  or  the
     inadequacy  of  otherwise  available  legal  remedies.   The
     City's  right  to  injunctive relief  with  respect  to  any
     alleged  or  threatened  violation  of  the  terms  of  this
     Agreement shall apply without the requirement of any  notice
     or  opportunity  to cure being given the Landowner(s).   The
     City's   remedies  described  in  this  Section   shall   be
     cumulative and shall be in addition to all remedies  now  or
     hereafter  existing  at  law or  in  equity,  including  the
     remedies provided for in the Conservation Easement.


     16.2B.    City's Arbitration Remedies.

     With respect to an alleged violation of the Agreement by any
     Landowner(s),  the  City may, at the City's  option,  rather
     than  instituting a lawsuit to seek its litigation remedies,
     first initiate non-binding arbitration.  Arbitration will be
     conducted  under  the  rules  of  the  American  Arbitration
     Association.   The  City  will appoint  an  arbitrator,  the
     Landowner(s)  will  appoint  an  arbitrator,  and  then  the
     arbitrators  selected by the City and the Landowner(s)  will
     select  the third arbitrator.  The prevailing party  in  the
     arbitration can, in addition to its arbitration award,  upon
     request  and  approval  by  the  arbitrators,  recover   its
     attorneys'  fees.   Either the City or the Landowner(s)  may
     appeal  the result of the arbitration to the District Courts
     of  Travis  County.  Because the arbitration is non-binding,
     the  proceedings in Travis County District Court will  be  a
     trial  de novo and the decision of the arbitrators will  not
     be  entitled  to any effect or deference whatsoever,  though
     discovery  taken  in  the arbitration may  be  used  in  the
     District Court proceeding.

     The   prevailing  party  in  the  District  Court  de   novo
     proceeding  shall recover, in addition to its damages  other
     relief  awarded, its attorneys' fees and court costs,  which
     shall  include  its  attorneys' fees from  the  arbitration.
     Moreover,  if,  in  the  judgment  of  the  District   Court
     presiding  over  the  de  novo proceeding,  the  party  that
     initiated  the  de novo proceeding did not obtain  a  result
     equal  to or better than the final judgment rendered by  the
     arbitration  panel,  then  the  appealing  party  will   pay
     liquidated damages in an amount to be decided by  the  trial
     court, up to and including, but not exceeding, two times the
     amount of attorneys' fees incurred in the de novo proceeding
     by  the  party  that  did not appeal  the  judgment  of  the
     arbitrators.  The foregoing liquidated damages  clause  will
     not  apply if both the City and the Landowner(s) appeal  the
     final  judgment  of  the arbitration panel.  Nothing  herein
     shall  be construed as depriving any party of its rights  of
     appeal from the judgment of the District Court.


     16.2C.    Failure to Act or Delay.

     Forbearance  by the City from exercising any of  its  rights
     under this Agreement in the event of any breach of any  term
     of  this Agreement by CCLC or any subsequent Landowner shall
     not  be  deemed or construed to be a waiver by the  City  of
     such  term  or of any subsequent breach of the same  or  any
     other  term of this Agreement or of any of the City's rights
     under  this Agreement.  No delay or omission by the City  in
     the  exercise of any right or remedy upon any breach by CCLC
     or  any  subsequent  Landowner shall impair  such  right  or
     remedy  or  be  construed as a waiver.  No  covenant,  term,
     condition  or  restriction of this Agreement or  the  breach
     thereof  by  CCLC will be deemed waived, except  by  written
     consent  of  the City, and any waiver of the breach  of  any
     such  covenant, term, condition or restriction will  not  be
     deemed  or  construed  to be a waiver of  any  preceding  or
     succeeding  breach of the same or any other covenant,  term,
     condition  or restriction.  The City shall retain the  right
     to  take any action as may be necessary to ensure compliance
     with  this  Agreement notwithstanding any prior  failure  to
     act.


     16.2D.    Waiver of Certain Defenses.

     CCLC  hereby  waives  any defense of  laches,  estoppel,  or
     prescription.


     16.2E.    No Liability For Actions of Others.

     Notwithstanding  any  provision of  this  Agreement  to  the
     contrary,  it  is  agreed  and understood  that,  except  as
     expressly set forth herein: (a) the liabilities, obligations
     and  responsibilities of each Landowner under this Agreement
     are several, and not joint; and (b) no Landowner will be  in
     default   under  this  Agreement  or  otherwise  liable   or
     responsible  for  any default which is not  caused  by  such
     Landowner or by any person acting by, through or under  such
     Landowner  except  for  a Continuing Violation  (as  defined
     herein).   For  purposes  of this Agreement,  a  "Continuing
     Violation"  shall mean any violation of this Agreement  with
     regard to any Parcel arising prior to the transfer of  title
     to  such Parcel to the Landowner in question which continues
     uncured after such transfer of title.


16.3 CCLC'S REMEDIES

     16.3A.    CCLC's Remedies/Notice to City.

     The  remedies of an aggrieved Landowner (including CCLC) for
     a breach of this Agreement by City include the following:

          (i)   specific performance and/or writ of mandamus  for
          the   enforcement   of  the  City's   obligations   and
          agreements in this Agreement; and

          (ii) subject to the limitation on damages set forth  in
          Section  16.5  of this Agreement, recovery  of  damages
          arising out of non-compliance of this Agreement.

     With  regard to the remedy of specific performance and  writ
     of mandamus, the Parties acknowledge and agree that remedies
     at law (including monetary damages) arising out of a default
     by   the  City  under  this  Agreement  are  inadequate   to
     compensate the aggrieved Landowner for such default  by  the
     City  and  that  such  aggrieved Landowner  is  entitled  to
     injunctive  relief,  both  prohibitive  and  mandatory,   in
     addition  to  such other relief to which such party  may  be
     entitled,  including specific performance of this  Agreement
     and  writ  of mandamus.  To the extent allowed by  law,  the
     City  waives any right to governmental immunity with  regard
     to the enforcement of this Agreement by Landowners.

     Before  initiating any action for breach of this  Agreement,
     CCLC  (or other Landowner) shall notify the City Manager  in
     writing of such alleged breach, and the alleged breach  must
     remain uncured following the expiration of thirty (30)  days
     after the day on which the City Manager receives such notice
     or such longer period of time as may be reasonably necessary
     to  cure the alleged breach so long as the cure is commenced
     within  such  thirty  (30)  day  period  and  prosecuted  to
     completion  with all reasonable diligence.   If,  after  the
     City  receives the notice and opportunity to cure  described
     in  this paragraph the alleged breach is still, in the  sole
     judgment of CCLC (or other Landowner), not cured, then  CCLC
     (or  other  Landowner)  may either (i)  initiate  litigation
     against the City in the District Courts of Travis County  or
     (ii)  initiate  non-binding  arbitration,  which  shall   be
     conducted under the same rules as set forth in Section  16.2
     B above.


     16.3B.    City Breach with Regards to Project Approvals.

     It  shall  be a breach hereunder for the City to  wrongfully
     withhold  the  approval of any development permit,  proposed
     development and/or development application with  respect  to
     development  of any portion of the Land which complies  with
     the  terms of this Agreement (including, without limitation,
     the  Modified Current Requirements, to the extent  same  are
     applicable,   and  the  applicable  Constituent   Documents)
     provided,  that if any Landowner claims that  the  City  has
     wrongfully withheld the approval of any development  permit,
     proposed  development,  and/or development  application,  in
     violation of the terms of this Agreement, the party  seeking
     such  approval shall notify the City Manager of the City  of
     such claim in writing.  Within seven (7) business days after
     receipt  of  the  written  notice  from  the  party  seeking
     approval, the City Manager shall make a determination as  to
     the  validity  of such claim and send notice  to  the  party
     seeking the approval of its determination as to the validity
     of  the  claim.  If and only if the City Manager  determines
     that  the  City  has  wrongfully withheld  the  approval  in
     question  in  violation  of  the terms  of  this  Agreement,
     (i)  the  City  Manager shall instruct  the  City  staff  to
     process  such  approval  with  reasonable  diligence   until
     completed  in  accordance with all usual and customary  City
     procedures  and  processes and (ii) the withholding  of  the
     approval in question shall not constitute a breach  of  this
     Agreement, provided City Staff fulfills item (i) above.   If
     (i)  the  City  Manager  determines  that  the  approval  in
     question  was  not wrongfully withheld in violation  of  the
     terms of this Agreement, (ii) the City Manager fails to make
     a  determination within such seven (7) business day  period,
     or  (iii) the City staff fails to process such approval with
     reasonable diligence until completed in accordance with  all
     usual  and  customary  City procedures and  processes  after
     instruction to do so by the City Manager, then the Landowner
     seeking  the  approval  shall then be entitled  to  initiate
     either non-binding arbitration or litigation to enforce  its
     rights  hereunder   without  further  notice  to  the   City
     (notwithstanding  any other notice provisions  contained  in
     this  Agreement).  Any such arbitration shall  be  conducted
     according to Section 16.2 B above.



     16.3C.    Failure to Act or Delay.

     Forbearance by any Landowner to exercise any of  its  rights
     under this Agreement in the event of any breach of any  term
     of  this  Agreement by City shall not be deemed or construed
     to  be  a  waiver by the Landowner of such term  or  of  any
     subsequent  breach  of the same or any other  term  of  this
     Agreement  or of any of such Landowner's rights  under  this
     Agreement.   No  delay or omission by  a  Landowner  in  the
     exercise of any right or remedy upon any breach by the  City
     of  any  obligation it may have under this  Agreement  shall
     impair such right or remedy or be construed as a waiver.


16.4 ATTORNEYS' FEES AND COURT COSTS

     In  the  event  that any matter relating to  this  Agreement
results  in the institution of legal proceedings by any party  to
this Agreement, the prevailing party in such proceeding shall  be
entitled  to  recover all costs and expenses incurred  by  it  in
connection  with such proceedings, including, without limitation,
reasonable court costs and reasonable attorneys' fees.

16.5 OVERRIDING LIMITATION ON REMEDIES

     Notwithstanding anything contained herein to  the  contrary,
in  no  event  shall either City or CCLC ever have any  right  to
terminate this Agreement as a result of the default hereunder  by
any  other  party hereto and to the extent any such  right  would
exist  at  law, in equity or otherwise, same is hereby  RELEASED,
WAIVED  and FOREVER RELINQUISHED by each of the City and CCLC  on
behalf of themselves and their respective successors and assigns,
if any, including, without limitation, any successor Landowner.

     FURTHERMORE,  IT IS EXPRESSLY AGREED THAT IN THE  EVENT  ANY
MATTER  RELATING TO THIS AGREEMENT RESULTS IN THE INSTITUTION  OF
LEGAL  PROCEEDINGS, THE PREVAILING PARTY IN SUCH LEGAL PROCEEDING
MAY  ONLY  RECOVER THE ACTUAL DAMAGES, AND NOT ANY INCIDENTAL  OR
CONSEQUENTIAL DAMAGES, SUCH PREVAILING PARTY MAY SUFFER OR  INCUR
AS  A RESULT OF THE NON-PREVAILING PARTY'S DEFAULT HEREUNDER.  TO
THE  EXTENT THE RIGHT TO ANY INCIDENTAL OR CONSEQUENTIAL  DAMAGES
WOULD  EXIST AT LAW OR IN EQUITY, SAME IS HEREBY RELEASED, WAIVED
AND  FOREVER RELINQUISHED.  BY ACQUIRING TITLE TO ANY PORTION  OF
THE  LAND,  EACH LANDOWNER AGREES TO BE BOUND BY  THE  TERMS  AND
CONDITIONS OF THE FOREGOING.


                              XVII.
                          MISCELLANEOUS



17.1 ENTIRE AGREEMENT

     This  Agreement,  and  the exhibits and attachments  hereto,
some  of which are to be separately executed and recorded in  the
public  records,  collectively constitute  the  entire  Agreement
between  and  among  the  parties; provided,  however,  that  the
Conservation  Easement is separate and independent and  no  terms
included  herein are incorporated therein except  to  the  extent
done  so by an express reference hereto in any of such documents.
There  are  no  other Agreements, written or  oral,  between  the
parties   addressing   these  matters.   No  waiver,   amendment,
modification or alteration of this Agreement is effective  unless
such   change   is  in  writing  and  signed  by  an   authorized
representative of each party.


17.2 VENUE

     The  parties agree that the exclusive, mandatory  venue  for
any  litigation rising under or related to this Agreement and the
Constituent  Documents  is the State District  Courts  of  Travis
County,  Texas.  CCLC specifically waives any rights it may  have
to  challenge  the  personal jurisdiction of  the  Travis  County
District Courts, and also specifically waives any rights  it  may
have  to  challenge venue in Travis County, including any  rights
CCLC  may  have to challenge venue in Travis County on the  basis
that Travis County is not a convenient forum for CCLC.  CCLC also
specifically  waives  any right it may have  to  bring  any  suit
relating to this Agreement in Hays County, Texas and agrees  that
the  mandatory, exclusive venue for any litigation arising  under
or related to this Agreement is Travis County, Texas, even if the
litigation  concerns, in whole or in part, any property  in  Hays
County, Texas.


17.3 NO PRESUMPTIONS

     This  Agreement  is  a  result of negotiations  between  the
parties.  The final language of this Agreement was the subject of
extensive  negotiations, and the parties agree that none  of  the
language  herein  should be construed against one  party  or  the
other.


17.4 EXHIBITS

     Except  as  otherwise expressly stated herein,  all  of  the
exhibits  referenced  herein  are  incorporated  herein  for  all
purposes.


17.5 SEVERABILITY

     If any provision of this Agreement or any of the Constituent
Documents,  or  the  application thereof to any  person,  entity,
circumstance  or portion of the Land is found to be invalid,  the
remainder of the provisions of this Agreement and the Constituent
Documents,  or  the  application of such  provision  to  persons,
entities, circumstances or portions of the Land other than  those
as  to which it is found to be invalid, as the case may be, shall
not be affected thereby.


17.6 COUNTERPARTS

     This  Agreement  may  be  executed in multiple  counterparts
which shall be construed together as a single original instrument
as  though  all  parties  had signed one  instrument,  and,  when
executed, each counterpart shall be binding upon and inure to the
benefit  of each of the parties executing the instrument  whether
or not all other parties have executed same.


17.7 RECORDATION

     City  shall record this Agreement and any amendments  hereto
in  the Real Property Records of Hays and Travis Counties, Texas,
and may re-record it at any time from time to time.


17.8 SUCCESSORS BOUND

     This  Agreement  shall  be binding upon  and  inure  to  the
benefit   of   each  of  the  parties  hereto,  their  respective
successors  and  assigns;  including,  without  limitation,   any
successor Landowners.


17.9 COMPLIANCE ESTABLISHED FOR CERTAIN PLATTED RESIDENTIAL LOTS

     NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE
CONTRARY,  THE CITY'S APPROVAL OF A SUBDIVISION PLAT  FOR  SINGLE
FAMILY  OR DUPLEX RESIDENTIAL LOTS ON THE LAND SHALL CONCLUSIVELY
ESTABLISH  THAT  EACH OF THOSE LOTS HAVE BEEN PROPERLY  ALLOCATED
DEVELOPMENT  ALLOCATION FOR CONSTRUCTION OF A  SINGLE  FAMILY  OR
DUPLEX RESIDENTIAL STRUCTURE THEREON, AS MAY BE APPLICABLE.


17.10     AMENDMENT.

     Any  Landowner  and  City may amend  this  Agreement  as  it
relates solely to such Landowner's Parcel or Parcels without  the
joinder  of  any  other  Landowner. In addition,  CCLC  (and  its
successors and assigns) and the City may amend this Agreement  as
it relates to the Credit Banks and the provisions related thereto
as  set  forth  in Article XII above without the joinder  of  any
other  Landowner.  Any such amendment must be in writing,  signed
by  such  Landowner  and City and recorded in the  Real  Property
Records of Travis County, Texas.  Otherwise any amendment of this
Agreement requires an amendment in writing signed by City and all
Landowners of the Land (other than Landowners of occupied  single
family or duplex residential lots).

17.11      NOTICE

     Any   notice,  communication,  request,  reply   or   advice
(severally  and  collectively referred to as  "Notice")  in  this
Agreement provided or permitted to be given, made or accepted  by
any  party  to  the  other(s) must be in writing.  Notice  shall,
unless  otherwise  provided herein, be given  or  served  (1)  by
depositing  the  same  in the United States mail,  postage  paid,
certified mail, and addressed to the party to be notified at  the
last  address  for which the sender has at the time  of  mailing,
with return receipt requested, or (2) by hand delivering the same
to  such  party. Notice to a Landowner or City deposited  in  the
mail in the manner herein above described shall be effective  two
days  after such deposit. Notice given to a Landowner or City  in
any other manner shall be effective only if and when received  by
the  party  to  be  notified. For the  purposes  of  notice,  the
addresses of the parties shall, until changed as provided  below,
be as follows:

Landowner(s):  Initially, the address of Landowner shall be:

              Circle C Land Corp.
              98 San Jacinto, Suite 220
              Austin, Texas  78701
              Telephone:  (512) 478-5788
              Fax:  (512) 478-6340

               Once   any  portion  of  the  Land  has  been
               conveyed  then  any notice relating  to  such
               portion  of  the Land shall be  sent  to  the
               address of the Landowner thereof as set forth
               in  the  Development Allocation  Records.   A
               Landowner  may change its address for  notice
               hereunder by providing the City ten (10) days
               prior  written  notice  of  such  change   of
               address sent in accordance with the terms and
               provisions of this Section.

               Any notice to CCLC must include a copy to:

               Armbrust & Brown, L.L.P.
               Attn:  Kenneth N. Jones
               100 Congress Ave., Suite 1300
               Austin, Texas  78701
               Telephone:  (512) 435-2312
               Fax:  (512) 435-2360

     City:     City of Austin
               Attn: City Manager
               P.O. Box 1088
               Austin, Texas 78767-8839
               Telephone: (512) 499-2200
               Fax: (512) 499-2832





               With Copy To:

               City of Austin
               Attn:  Director  of the Watershed  Protection  and
                      Development Review  Department
               P.O. Box 1088
               Austin, Texas 78767-8839
               Telephone: (512) 974-3433
               Fax: (512) 974-2859

               With Copy To:

               City of Austin
               City Attorney
               P. O. Box 1088
               Austin, Texas 78767-8839
               Telephone:  (512) 974-2268
               Fax:  (512) 974-2912


     provided that City may change its address from time  to
     time  by  filing such designation in the Real  Property
     Records  of  Travis County, Texas, and  sending  notice
     thereof to CCLC.


     EXECUTED to be effective the 15th day of August, 2002.

CITY:                               CITY OF AUSTIN, a  home  rule
city and
                              Texas municipal corporation


                              By:  /s/ Lisa Y. Gordon
                                 -------------------------
                                   Lisa Y. Gordon,
                                   Assistant City Manager

                              Date:  August 14, 2002

CCLC:                              CIRCLE C
                                   LAND CORP., a Texas
                                   corporation


                              By:  /s/ John E. Baker
                                 --------------------------
                              Printed Name:  John E. Baker
                              Title:      Sr. Vice President

                              Date:          August 15, 2002
STATE OF TEXAS      [Seal]

COUNTY OF TRAVIS    [Seal]

     This  instrument was acknowledged before me on the 14th  day
of August, 2002, by Lisa Y. Gordon, Assistant City Manager of The
City  of Austin, a Texas municipal corporation, on behalf of said
municipal corporation.

                              /s/ Junie Marie Plummer
                          ---------------------------------
                          Notary Public, State of Texas
                          My commission expires: 05-16-2003
THE STATE OF TEXAS  [Seal]

COUNTY OF TRAVIS    [Seal]

     Before me, Kathy S. Nunn, Notary Public, State of Texas,  on
this day personally appeared John E. Baker, Sr. Vice President of
Circle  C Land Corp., a Texas corporation, known to me to be  the
person  whose name is subscribed to the foregoing instrument  and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed.

     Given under my hand and seal of office this 15th day of
August, A. D. 2002.


                             /s/ Kathy S. Nunn
                           -----------------------------
                          Notary Public, State of Texas
                          My commission expires:  4-11-2004
(Seal)


The undersigned, being a holder of a lien or liens on or other
interest(s) in a portion of the Land, including, but not limited
to, the rights and interests set forth in that certain Deed of
Trust, recorded under Document No. 1999158708 of the Official
Public Records of Travis County, Texas, that certain Cross-
Default and Cross-Collateralization Agreement recorded under
Document No. 1999161071 of the Official Public Records of Travis
County, Texas and under Document No. 9929850 of the Official
Public Records of Hays County, Texas, that certain instrument
recorded under Document No. 2000204551 of the Official Public
Records of Travis County, Texas and in Volume 1754, Page 392 of
the Official Public Records of Hays County, Texas, that certain
Cross-Default and Cross-Collateralization Agreement recorded
under Document No. 2001099340 of the Official Public Records of
Travis County, Texas and in Volume 1832, Page 71 of the Official
Public Records of Hays County, Texas, that certain Second
Modification Agreement recorded under Document No. 2001215158 of
the Official Public Records of Travis County, Texas and in Volume
1924, Page 563 of the Official Public Records of Hays County,
Texas, that certain Modified Cross-Default and Cross-
Collateralization Agreement recorded under Document No.
2002038535 of the Official Public Records of Travis County, Texas
and in Volume 1959, Page 548 of the Official Public Records of
Hays County, Texas, that certain Financing Statement recorded
under Document No. 1999158952 of the Official Public Records of
Travis County, Texas and under Document No. 9929851 of the
Official Public Records of Hays County, Texas, that certain Deed
of Trust recorded under Document No. 1999158709 of the Official
Public Records of Travis County, Texas and under Document No.
9929849 of the Official Public Records of Hays County, Texas,
hereby consents to the foregoing Development Agreement and agrees
that its lien(s) and/or other interest(s) is/are hereby subject
and subordinate to the Development Agreement.


                                   COMERICA BANK - TEXAS,
                                   a state banking association

                                   By:  /s/ Shery R. Layne
                                      ----------------------------
                                   Name:   Shery R. Layne
                                   Title:  Sr. Vice President
THE STATE OF TEXAS

COUNTY OF  DALLAS

     This  instrument was acknowledged before me on the 15th  day
of  August,  2002,  by  Shery R. Layne,  Sr.  Vice  President  of
COMERICA BANK - TEXAS, a state banking association, on behalf  of
said state banking association.

                              /s/ Kristine K. Finn
                             ---------------------------------
                              Notary Public, State of Texas

                              Print Name:    Kristine K. Finn

                     My Commission Expires: