To: C.D.S. Investments Inc. and/or C.D.S. Stoneridge Associate Land, L.C.

Fax: 801-284-5970

Attention: Jeanne Soper and /or Russ Minnick

From: Larry and Rosanne Decker

Re: Lake Sans Souci Property Owners Association

Date: October 11, 2001

Jeanne or Russ,

Would you please FAX us the following information so we can better understand. [FAX number given] Please make it ATTENTION LARRY DECKER.

1. Please send copies of the Articles of Organization for CDS Stoneridge Associates Land, LC.
2. Please provide written documentation to show who represents their company when it comes to representing lots in Lake Sans Souci that CDS owns. Also provide documentation showing that authorization.
3. Is the Master Association to be called "Stoneridge" or "Stoneridge Homeowners Association?"
4. Who are your members and what qualifications are there to becoming a member of CDS Stoneridge Associates Land, L.C.?
5. What are the Articles of Incorporation for the Master Association?
6. Are you proposing new Articles of Incorporation in the Master Declaration for "Stoneridge" or "Stoneridge Homeowners Association."
7. Are you proposing to amend the current Lake Sans Souci Property Owners Association, Articles of Incorporation, if the proposed Master Association is accepted by a 2/3 vote?
8. Are you proposing to restate the current Lake Sans Souci Property Owners Association, Articles of Incorporation?
9. Are you having an amendment proposed to us to change the name of Lake Sans Souci Property Owners Association, in the Articles of Incorporation?
10. If we are changing the name of Lake Sans Souci Property Owners Association, which Articles of Incorporation will be used? Lake Sans Souci Property Owners Association or "Stoneridge" or "Stoneridge Homeowners Association.".
11. What are the "Ten" statements in our letter that you say are incorrect?

We would appreciate your responding to these questions by 4 p.m., Friday, October 12, 2001. This will help, we hope, at the meeting Monday, October 15, 2001. Thank you.

Sincerely,

[signed]

Larry Decker

[sent via fax]

______________________________________________________________________________

TO: LARRY & ROSANNE DECKER

FROM: RUSS MINNICK

DATE: 10/12101

Larry & Rosanne Decker:

In reply to your letter of October 11, 2001, attached you'll find the Articles of Organization of CDS Stoneridge Associates-Land, L.C., and a letter from the attorney who drafted the documents for Stoneridge, James Blakesley.

I would add -

• The name of the master association will be Stoneridge Master Homeowners Association.

• When the CC&R's are approved by a 2/3" vote-

• The respective Board of Directors will draft their own Articles of Incorporation, which would be approved by a majority vote of the HOA members and be recorded as governing instruments for each association,

Our objective and purpose in this undertaking is to get an association up and running to enhance the opportunities of each homeowner to have a voice in what happens within their community.

Best regards,

[signed]

D. Russell Minnick

DRM/js

October 12, 2001

CDS STONERIDGE - LAND, L.C.

4885 South 900 East #100

Salt Lake City, Utah 84117

Attention: Russ Minnick

Re: Stoneridge

Dear Russ:

Thank you for asking me to respond to the concerns of Larry and Roseanne Decker. Please invite them to telephone me at work or on my cellphone to discuss these issue in more detail. As you know, I have been doing this kind of legal work for a long time. In all these years I do not believe I have ever changed anyone's mind. I hope this information is helpful to Larry and Roseanne in making up their own minds. When you ask: What is better the "old" or the "new" Stoneridge, I am reminded of Abraham Lincoln's response to the reporter who asked him whom he loved the most: Nancy Hanks, his birth mother, or Sarah Bush Johnson, his stepmother who raised him. He loved them both of course and for different reasons, but Abraham's quick wit makes you smile: "I dunno," he said, "the one kicks and the other one bites and I don't know which one is the wurse." [sic]

Let me share some of my thoughts without trying to persuade anyone. I apologize for the long list and random nature of the list, but it seems to me this information might help eliminate some fears and misconceptions:

• The Stoneridge project exists and is governed by restrictive covenants, although they have, it seems, been ignored by the developer and residents for some time;
• The developer is ending his period of control;
• Because of the common elements the restrictive covenants are not only worthwhile, they are necessary for everyone's' comfort and enjoyment;
• The lot owners acting as a group in accordance with the restrictive covenants are now responsible to operate and control the project;
• CDS is just another owner;
• Regardless of what happens, the owners will not become a part of CDS;
• The association of owners is a separate and independent legal entity;
• The restrictive covenants provide guidance and legal authority for those persons operating the association and managing the common elements;
• If the association is not incorporated, it may be treated as an unincorporated association, partnership or joint venture and each owner may be personally liable for any negligent acts or omissions;
• For instance, if the roads, lake, parks, trails and other common properties are not properly maintained, and property damage or personal injury occurs, then the association may be liable.
• Operating the association is like running a small business and a small city;
• To operate a small business or a small city you need written guidelines, rules and regulations;
• The owners now have the opportunity to keep the existing documents or improve upon them to provide additional protection to maintain the value and utility of the project;
• The restrictive covenants should be a helpmate in the operation of the property;
• All owners should be treated equally and fairly;
• There should be no selective enforcement;
• Whether the documents are changed or not, the association has a duty to maintain (repair and replace) the common elements and each owner has a duty to pay for his share of the common expenses;
• The current documents are somewhat vague and overly broad on the duty to maintain and the duty to pay;
• The new documents attempt to give definition and clarity and standards for the duty to maintain and the duty to pay;
• The new documents attempt to limit the liability of those persons serving on the management committee or board of trustees;
• The new documents attempt to limit the liability of the owners;
• The new documents attempt to set up a formula to control costs and expenses;
• The existing documents run with the land;
• The new documents will also run with the land but are designed to allow the owners to improve upon the old documents now or amend them in the future,
• The new documents do not attempt to change the Lake Sans Souci, Lakes, Forest, or time share developments;
• The new documents do attempt to create a master association to see that everyone is treated equitably;
• The developer only has 6 votes on new lots in new subdivisions or phases;
• The developer will not because of this vote have any more control or less control than it has now as a lot owner;
• The new documents give the owners more control over the developer of the project than they have had in the past;
• The owners now have a chance to clearly define what constitutes the "common area" and the "common expenses";
• The owners can "name" the master association and each subassociation what they want- so long as the name is available under Idaho law;
• To incorporate the master association or each subassociation- and to protect those serving on the management committees or boards from liability- separate Articles of Incorporation must be adopted and filed with the state;
• The restrictive covenants and the Articles of Incorporation are separate documents with different legal functions;
• The owners will decide:
• The restrictive covenants which will govern "all" of the parcels generally;
• The restrictive covenants which will govern "their" particular parcel;

• The name of the master association;

• The name of each subassociation;
• Whether the master association is incorporated; and

• Whether each subassociation is incorporated.

If I could make a final and perhaps the most important legal point it would be this: It appears to me that owners now have an opportunity to democratically decide "how" they want to operate their properties. They should not be afraid of change if that means they decide how they want to do things and create the legal vehicles to do so in a fair and comprehensive way. It is ironic that some people fear they are being taken over by a developer. I can only say that I did not draft the documents with that in mind. The intent of the documents is to create a vehicle by which the owners acting as a group in accordance with the restrictive covenants can control their own fate. I apologize for some of the "legalese" in the documents, but the intent is to draw upon over 30 years experience nationwide and in Idaho of community living, to protect the rights of the owners, to protect the beauty and usefulness of the land for each owner, and to maintain value. In my humble opinion, the bite of liability, duty to pay and dirty to maintain is greater and the "wurse" with the outdated documents, then with new documents the owners approve now understanding the legal difference between the developer, the association, the subassociations, and the owners, and the different hats we all wear. Again, I extend the offer to any owner to telephone me to ask any question or to address any concern he or she may have.

Sincerely yours,

Sent via e-mail / Jeannne [signed]

JRB/jsb