HERNANDO BEACH, INC., a Florida Corporation, the developer of Hernando Beach, Unit 13-B and 13-C, and the declarant under that certain Restriction Agreement dated June 4, 1982, and recorded in O.R. Book 504, Page 801, and Amendment to Restriction Agreement dated September 26, 1986, as recorded in O.R. Book 624, Page 0062, and Amendment to Restriction Agreement dated December 10, 1987, as recorded in O.R. Book 675, Page 0662, and Modification of Restriction Agreement dated May 22, 1992, as recorded in O.R. Book 872, Page 1320, all in the public records of Hernando County, Florida, hereby modifies and restates and retains said Agreements as to the following property:

Unit 13-B as per plat thereof as recorded in Plat Book 17 at Page 70, of the public records of Hernando County, Florida

and

Unit 13-C as per plat thereof as recorded in Plat Book 18, Pages 9 and 10, of the public records of Hernando County, Florida, being a replat of Lots 1 thru 25, of Block 193, of Hernando Beach, Unit 13-B, as per plat thereof as recorded in Plat Book 17, at Page 70, of the public records of Hernando County, Florida.

1. IMPROVEMENTS. No building, addition, accessory, fence, television antenna or signal receiver, landscaping or other structure or improvement shall be commenced, erected, placed or maintained upon any lot, nor shall any exterior addition to or change or alteration be made until complete written plans and specifications showing the nature, kind, size (including the size and square footage of each separate room or area), driveway layout, shape, color, height, floor plan, materials, location and approximate costs of same have been submitted and approved in writing by Hernando Beach, Inc. The failure of Hernando Beach, Inc. to give notice of its disapproval of such plans and specifications within thirty (30) days after receipt shall be deemed to constitute its approval. Hernando Beach, Inc. shall have the authority to issue and publish written rules, standards and guidelines consistent with the requirements of this paragraph, respecting the design, construction and landscaping of dwellings and other improvements. Denial of approval of plans and specifications by Hernando Beach, Inc. may be based on any ground, including purely aesthetic grounds, in the sole discretion of Hernando Beach, Inc. Approval may be denied on the basis that the proposed structure, or material component thereof, including roof or facade, is identical or nearly identical to one already existing or approved for construction in the subdivision.

2. SET BACKS. There shall be nothing constructed on any lot, block or parcel except as hereinafter provided within a minimum of 10 feet from each side of the property line and 25 feet from the front property line and 20 feet from the back property line where the lot depth is 100 feet and 15 feet where the lot depth is less than 100 feet.

3. WELLS, SEPTIC TANKS. There shall be no wells or septic tanks constructed in or on any lot, block, or parcel unless hereinafter designated and approved in writing by Hernando Beach, Inc. All property owners must use the water and sewerage system provided by Hernando County Utilities.

4. USE OF LOTS. All residential lots included in this Subdivision shall be used for single family residential purposes only. Hernando Beach, Inc. shall also be permitted to make temporary use of a construction trailer, model homes, sales displays, parking lots, sales offices or other offices, or any combination thereof, until all lots owned by Hernando Beach, Inc. are sold and the purchase amounts, including mortgages, are paid-in-full.

5. TRAILER STORAGE. No travel trailers, motor homes, boat trailers, utility trailers, or recreational vehicles shall be stored on any lot.

6. PETS. A cat, dog or other household pet may be kept by an owner, provided that said animal shall be restrained by a leash at all times that it is not within the confines of the home or fenced yard. All other animals or pets shall not be kept or harbored except with written permission Hernando Beach, Inc. In the event any animal or pet is so approved and shall become, in the sole discretion of Hernando Beach, Inc., an annoyance to others, the said Hernando Beach, Inc., may order its permanent removal. No animal may be kept, bred or maintained for any commercial purpose.

7. CARE OF LOTS. Lot owners shall keep their lots in a neat, clean and orderly condition, and in the event that the owner of any lot shall fail to maintain the same as aforesaid, the said Hernando Beach, Inc., reserves the right to enter upon said lot and care for same and cut the grass and remove the rubbish and to trim any trees and make a reasonable assessment for such care. All such assessments shall be paid within thirty (30) days from the giving of the notice of assessment. Notice shall be given in the manner as provided in Paragraph #21 of this Restriction Agreement. Trash, garbage or other waste shall not be kept except in closed containers.

8. LAUNDRY. All laundry to be dried outside the residence must be hung on a special drying apparatus in the form of a folding rack or umbrella which shall be placed at the rear of each lot.

9. SIGNS. No signs or advertisements shall be displayed on the lots, right-of-way, or any other part of the Subdivision, except as specifically designated and approved by Hernando Beach, Inc. Hernando Beach, Inc. shall have the right to enter upon any vacant lot for the purpose of removing any sign displayed in violation of this Section, and shall not be liable in any way for such entry or removal. Notwithstanding anything to the contrary contained herein, Hernando Beach, Inc. reserves unto itself, and shall have, the right to display for sale signs on lots owned by it. In addition, during the period or construction of a residence, the general contractor, subcontractors, and construction lender may display appropriate signs stating their participation in the construction process. All signs relating to the construction process must be removed no later than ten (10) days after the issuance of a certificate of occupancy.

10. MINIMUM RESIDENCE SIZE. Each residential structure in Blocks 133 thru 138, inclusive, shall contain a minimum of 1400 square feet of enclosed living area, exclusive of garage, porch, or screened area. Each residential structure in Blocks 139 and 140, inclusive, shall contain a minimum of 1600 square feet of enclosed living area, exclusive of garage, porch, or screened area. Each residence shall have an attached garage. No residence shall exceed three stories in height. The ground floor of all two or three story residences shall be enclosed in such a manner as to conceal all objects contained within the ground floor from view outside the residence.

11. OTHER STRUCTURES. No trailer, tent, basement, shack, detached garage, barn or other outbuilding shall be erected, either temporary or permanent.

12. SEAWALLS, DOCKS & WHARVES.

(A) SEAWALLS. All lots in Hernando Beach, Unit 13-B and 13C shall include a concrete seawall at least two (2) feet higher than the mean high water line, and which shall extend the width of the lot. Construction and materials shall be in conformity with standards set by the Hernando County Building Department, and must be approved by Hernando Beach, Inc., or its authorized representative, prior to construction. No construction of a residence or other improvement shall commence until the seawall is completed and has been approved by the Hernando County Building Department. Placement of all seawalls within the development shall be determined by Hernando Beach, Inc., or its authorized representative, so as to ensure uniformity among all lots within the development.

(B) DOCKS & WHARVES. No dock, wharf, or walkway shall be constructed on waterfront lots except as follows: Docks, wharves or walkways which shall extend into canals with a width of one hundred (100) feet or more may be constructed a maximum of twenty (20) feet from the edge of the lot line; those which extend into canals with a width of less than one hundred (100) feet may not extend more than ten (10) feet from the edge of the lot line. All canal alterations, including installation of pilings, seawalls or other retaining walls must be approved by Hernando Beach, Inc., or its authorized representative prior to commencement of construction.

13. DRILLING OR MINING. No oil drilling, oil development operations, oil refining, quarrying, or mining operations of any kind shall be permitted upon any lot. No derrick or other structure designed for use in drilling for oil or natural gas shall be erected, maintained or permitted upon any lot.

14. NUISANCES. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be thereon which may be, or become, an annoyance or nuisance to the community.

15. BOAT SPEED. No boat or other object shall be operated in any canal at a speed in excess of five (5) miles per hour.

16. LANDSCAPING. Each residence shall be sodded and landscaped in accordance with the plan submitted by the owner and approved by Hernando Beach, Inc. The minimum retail value of sod and landscaping shall be $1,500.00. Sodding and landscaping shall be completed within thirty (30) days and sixty (60) days, respectively, of the issuance of the certificate of occupancy by Hernando County. The entire yard between the street and the rear lot line shall be sodded.

17. ZONING AND PLANNING. No portion of the Subdivision shall be rezoned or replatted without the written consent of Hernando Beach, Inc.

18. VIOLATION. The restrictions set forth herein shall be covenants running with the land, and in the event of the violation of same or in the event of the violation of any of the rules and regulations lawfully imposed by Hernando Beach, Inc., pursuant to this instrument, the said Hernando Beach, Inc., or any lot owner may bring any suit in equity to enforce these restrictions.

19. MODIFICATION. Hernando Beach, Inc., hereby reserves the right to make reasonable modifications, either by way of additions to or deletions from these covenants, restrictions, and conditions, so that it may better assure the protection of the value, desirability and attractiveness of this area.

20. BOAT LIFT. As stated in the Articles of Incorporation of Hernando Beach Unit 13-B Property Owners Association, Inc., one of the purposes of said Corporation is to own the fee simple title to and maintain certain properties existing for the benefit of the lot owners in Unit 13-B. One of these properties to be owned and maintained by the Hernando Beach Unit 13-B Property Owners Association, Inc., is the boatlift facility located approximately 300’ South of the Southern end of Snapper Canal, said canal lying in Unit 9 of Hernando Beach, Said boatlift facility is being constructed for the purpose of providing access to the waters of the Gulf of Mexico by lot owners in Unit 13-B as well as those owners of lots in Units 12, 14, and Block 113, 114, 127, and 128, of Unit 13 of Hernando Beach. Each lot in Hernando Beach, Unit 13-B, after the completion of the construction of the boatlift facility shall bear its prorate share of the expense of maintaining said boatlift facility, in addition to other properties which may be owned and maintained by Hernando Beach Unit 13-B Property Owners Association, Inc., and the administrative expense of said Corporation. Also as stated in the Articles of Incorporation of Hernando Beach unit 13-B Property Owners Association, Inc. all persons owning the fee simple title to a lot(s) in Hernando Beach, Unit13-B shall be members of the Corporation and shall be admitted to such membership by the recording of a conveyance to such party of the fee simple title to said lot(s) in Unit 13-B in the Public Records of Hernando County, Florida. Upon admission to such membership each member shall have such voting privileges as set forth in the By-laws of said Corporation.

21. ASSESSMENTS. In order to pay the expenses of owning and maintaining the boatlift facility the Board of Directors of Hernando Beach Unit 13-B Property Owners Association, Inc., shall from time to time by resolution assess each lot liable for the payment of such expenses. Upon the adoption of such resolution written notice of the assessment shall be given to the owners of each lot liable for the payment of such expenses at the address listed or the last tax roll of Hernando County, Florida. Depositing said written notice in the United States mail, postage prepaid, addressed to the lot owner at such address shall constitute giving of notice. All such assessments shall be paid within sixty (60) days from the giving of notice of the assessment.

22. ASSESSMENT LIENS. Each such assessment, as provided for in paragraph #7 and #21 of this Restriction Agreement, shall constitute a lien upon the lots upon recording such assessments in the Public Records of Hernando County, Florida, subject to the payment of such expenses from the date of giving notice of assessment. Upon the failure to pay such assessment after sixty (60) days from the giving of notice, Hernando Beach Unit 13-B Property Owners Association, Inc., may foreclose the lien of such assessment in the manner provided by law for foreclosure of liens in the State of Florida. There is further granted a lien from the date of giving notice of assessment for all expenses and attorney’s fees incurred in the event of foreclosure of the lien of the assessment.

23. SEVERABILITY. The invalidation of any one of these restrictions or any portion thereof shall not affect any of the remaining restrictions or portions thereof which shall remain in full force and effect.

24. ASSIGNMENT BY DEVELOPER. Wherever in these restrictions the name of Hernando Beach, Inc. appears this shall refer to and mean Hernando Beach, Inc. or its assignee, Hernando Beach Unit 13-B Property Owners Association, Inc., (a corporation not for profit), after assignment of the rights and interest of Hernando Beach, Inc. under this Restriction Agreement over to the said Hernando Beach Unit 13-B Property Owners Association, Inc.

25. ATTORNEYS’ FEES. In any proceeding brought to enforce this Agreement, or arising out of or relating to this Agreement, whether at law or in equity, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees incurred, including fees for appeals.

TO HAVE AND TO HOLD the same together with all of the hereditaments and appurtenances thereunto appertaining unto the owners of the lots in Hernando Beach, Unit 13-B and 13-C, and all utilities serving Hernando Beach, Unit 13-B and 13-C, and their respective heirs, personal representatives and successors.

MODIFICATION OF RESTRICTION AGREEMENTS FOR HERNANDO BEACH, UNIT 13-B AND 13-C

HERNANDO BEACH, INC., a Florida corporation, the developer of Hernando Beach, Units 13-B and 13-C, as per Plat Book 17, Page 70 and Plat Book 18, Page 9, respectively, public records of Hernando County, Florida, and the declarant under that certain Restriction Agreement dated June 4, 1982, and recorded in O.R. Book 504, Page 801, the Amendment to Restriction Agreement dated September 26, 1986, as recorded in O.R. Book 624, Page 0062, the Amendment to Restriction Agreement dated December 18, 1987, as recorded in O.R. Book 675, Page 0662, the Modification of Restriction Agreement dated May 22, 1992, as recorded in O.R. Book 872, Page 1320 and the Modification and Restatement recorded in O.R. Book 996, Page 1318, all in the public records of Hernando County, Florida, hereby modifies said Agreements as to Units 13-B and 13-C as follows:

(A) Paragraph 20 is modified to state:

20. COMMON AREAS. As stated in the Articles of Incorporation of the Hernando Beach South Property Owners Association, Inc., (the “Association”), one of the purposes of the Association is to maintain and/or own the fee simple title to certain common area properties for the use and benefit of the owners of the platted lots in Hernando Beach Units 13-B and 13-C.

Such common areas include the canals, boat ramp and entrance areas and may include additional areas in the future. Upon the recording of this Modification of Restriction Agreements in the Official Records of Hernando County, the Association assumes and accepts responsibility for the maintenance of such common areas, as well as other properties which may be conveyed to the Association in the future or for which the Association agrees to assume responsibility for maintenance.

(B) Paragraph 21 is modified to state:

21. ASSESSMENTS. In order to pay the expenses of owning and/or maintaining the common areas and the Association’s administration expenses, the Association shall from time to time, in the manner stated in the By-Laws of the Association, assess each lot for the payment of such expenses. Upon approval by the Association, written notice of the assessment shall be given to the owners of each lot liable for the payment of such expenses at the address listed on the most recent tax roll of Hernando County, Florida. Mailing such written notice, postage prepaid, addressed to the lot owner at such address shall constitute the giving of notice. As such assessments shall be paid within sixty (60) days from the mailing of the notice of assessment.

(C) All references to Hernando Beach Unit 13-B Property Owners Association, Inc., a now dissolved corporation, are deleted and replaced by reference to the Hernando Beach South Property Owners Association, Inc., a nonprofit corporation formed on or about March 13, 1999.

The Modification of Restriction Agreements was approved and adopted this 31st day of March, 1999.