Seller: ______________    Address:____________________

APPLICATION FOR MEMBERSHIP TO LAKE TANGLEWOOD, INC.
INSTRUCTIONS

______
TRANSFER OF MEMBERSHIP FORM SIGNED BY CURRENT     MEMBER AND NOTARIZED.

______
APPLICATION FOR NEW MEMBERSHIP COMPLETED AND NOTARIZED.

______ CHECK ATTACHED FOR $2500.00 for regular transfers, $1500.00
for lots with nothing on them, MADE OUT TO LAKE TANGLEWOOD, INC.

______
ADDITIONAL CHECK ATTACHED FOR REFUNDABLE DEPOSIT    ($500.00) IF LEASING
MEMBERSHIP

______ COPY OF THE LEASE BETWEEN THE OWNER OF THE
PROPERTY AND LESSEE IF LEASING MEMBERSHIP

______ ORIENTATION MEETING COMPLETED  (DONE AT CORPORATION OFFICE)

______ CURRENT
SURVEY (within two years) ATTACHED TO PAPERWORK (NO APPROVAL WITHOUT)

______ CURRENT SEPTIC INSPECTION
ATTACHED (within one year)

______ CURRENT
BOATHOUSES AND SWIM DOCK INSPECTION.
ALL
INSPECTIONS ON BOATHOUSES AND SWIM
DOCKS WILL COST $100.00 EACH,
PAYABLE TO THE VILLAGE
OF LAKE TANGLEWOOD.

______ ALL OF
THE ABOVE COMPLETED AND TURNED INTO CORPORATION OFFICE BY FIVE WORKING DAYS,
PRIOR TO REGULARLY SCHEDULED BOARD MEETING.  (The Board meets the Second Monday and
the fourth Tuesday of each month at 6:00pm).

NOTE:  NO
PAPERWORK WILL BE PRESENTED TO BOARD OF DIRECTORS UNTIL ALL ITEMS ARE COMPLETE.  NO EXCEPTIONS!

PROCEDURE FOR SELLING LAKE TANGLEWOOD
PROPERTY

Lake Tanglewood
is a private club.  When property is
purchased, the buyer must submit an application for membership to be presented
to the Board of Directors for approval.
The Board meets the second and fourth Tuesday of each month.  The completed applications must be in
the Corporation Office five working days prior to regular scheduled
meeting dates.  Applications will be
considered at Board meetings only.

REALTORS SELLING PROPERTY AT LAKE TANGLEWOOD
SHOULD SUBMIT THE MEMBERSHIP APPLICATION IN AMPLE TIME TO PREVENT ANY DELAYS IN
CLOSING SALES.

Absolutely
no closing of property sales are to be completed prior to Lake
Tanglewood Corp. Board approval of membership transfer.

FAILURE
TO FOLLOW THESE GUIDELINES MAY RESULT IN DELAYED  MEMBERSHIP TRANSFER AND/OR ADDITIONAL
PENALTIES

X_____________________________________
Realtor           Date:_______

X_____________________________________
Seller              Date:_______

X_____________________________________
Buyer              Date:_______

IMPORTANT INFORMATION FOR PROSPECTIVE
PURCHASERS OF PROPERTY IN LAKE
TANGLEWOOD

Lake Tanglewood is a regulated and controlled Private Club.  All the rules and regulations have been
passed by the duly elected representatives of the club, the Village Council,
and the Board of Directors, and are designed to secure and promote the safety,
security, tranquility, and welfare of the members.

The
members under a standard sublease hold some titles to properties and
memberships in Lake Tanglewood Club.
Individual members with a general warranty deed hold other titles and
memberships in Lake Tanglewood Club.
The Prime Lease to some properties are held by Lake Tanglewood, Inc.
whose sole shareholder is Lake Shores Incorporated of Texas (LSIOT), referred
to generally as the “Corporation”, as lessee, which lease has been
extended to September 2157.  Every
sublease to each property contains standard obligations, duties, and rules to
which each member must strictly adhere.

“Applicant
acknowledges receipt of, and has read a copy of, the Rules and Regulations of
the Lake Tanglewood Club, and in consideration of admittance to membership
agrees to be bound by such Rules and Regulations and those hereafter adopted as
constituting the terms of the agreement between the applicant and the Lake
Tanglewood Club.”

The
function of the Corporation includes the following:

1.      Regulate compliance by the membership with the terms
of the Prime Lease and subleases of Lake
Tanglewood property.

2.      Oversee and provide basic services including, but
not limited to, roads, water services, and controlled access to the Village and
recreational facilities of the Lake Tanglewood Club.

3.      Administer and regulate corporate properties of Lake
Tanglewood Club.

4.      Set and collect dues and/or assessments, fees, and
water charges as necessary to maintain the objectives and purposes of the Lake
Tanglewood Club.

5.      Approve all transfers of memberships and
subleases to new purchasers.

X________________________    Date:__________

Initial    buyer(s)

NO
SUBLEASE AND/OR MEMBERSHIP MAY BE TRANSFERRED TO A PROSPECTIVE PURCHASER OR
LESSEE WITHOUT THE APPROVAL OF THE BOARD OF DIRECTORS OF THE CORPORATION
(LSIOT, INC.).  THE BOARD ACTION TO
TRANSFER WILL BE TAKEN AS SET FORTH IN
“STANDARD PROCEDURE TO TRANSFER A SUBLEASE AND MEMBERSHIP”.  IT IS THE DUTY AND OBLIGATION OF EACH
SELLER AND PURCHASER OR LESSOR AND LESSEE TO BE AWARE OF AND TO COMPLY WITH THE
TRANSFER REQUIRMENTS BEFORE INCURRING EXPENSES IN ANY REAL ESTATE CONTRACT OF SALE OR LEASE IN THE
EVENT THAT THE TRANSFER IS NOT APPROVED BY THE BOARD OF DIRECTORS.  MEMBERSHIPS ARE LIMITED TO INDIVIUALS;
THERE CAN BE NO DUAL OR MULTIPLE PARTY OWNERSIP OF A MEMBERSHIP, OR
CORPORATE MEMBERSHIP OTHER THAN AS STATED IN BOARD POLICY #7.  ALL PROSPECTIVE MEMBERS MUST ATTEND
AN ORIENTATION ON THE RULES AND REGULATIONS OF THE LAKE
TANGLEWOOD CLUB.

The
Village of Lake Tanglewood is an incorporated Village under the laws of the
State of Texas.  It is similar to a city and is governed
by a Mayor and five Village Alderman.
In some cases the Village has co-extensive and overlapping jurisdiction
with the Corporation.  The elected
officials of the Village (the Village Council) has requirements for conduct and
other activities within the Village limits and is primarily responsible for
exercising jurisdiction in “law and order” and “zoning and
building requirements”.

The
following is a summary of some of the rules and regulations established by the
Corporation and/or by the Village of Lake Tanglewood, which should be
considered by all prospective purchasers of property in Lake Tanglewood:

1.      All vehicles, motorcycles, boats, golf carts and
ATV’s belonging to a member and used within the lake area must be identified
with a Lake Tanglewood vehicle, cycle or boat
registration sticker.

2.      Recreational Activities:  All recreational activities including,
but no limited to, the use of the lake area, the golf course, and other areas
of the lake are limited to use by a member, or his or her family under the age
of 21 living with the member.  All
guests of a member must be accompanied by the member to use these
facilities.

3.      Guests:
In addition to the above, all members must inform the gate guard to
authorize admittance for their guests.
All members are personally responsible for any action or damage done by
such guest(s) and can be called upon monetarily for such actions or damages.

X__________________________ Date:___________

Initial
buyer(s)

4.      Any new construction or modification of existing
structures which changes the outside walls or roof line must have a Building
Permit issued by the Village, subject to approval by the Corporation, prior to
the start of any work.  A permit for
excavation, leveling, grading or filling must be obtained from the Corporation
prior to doing the work.  Some of
the Village and/or Corporation requirements are listed below.  This listing is for basic information ONLY
and does NOT constitute all the existing requirements or regulations:

a.       Set-back from side- lot lines shall be 10% of the
total width of the structure, but in no case less than 5’ from each side.

b.      No house shall be constructed containing less than
1,750 square feet, exclusive of open porches, garages, or carports, and shall
exceed $60,000.00 in construction costs.

c.       All structures shall be completed within one year of
the date of the approved building permit.

d.      All septic tanks and drain fields shall be installed
(or re-installed when necessary) to comply with TNRCC and be inspected and
approved by the Bi-City County Health Department.

e.       No water wells are permitted, and each purchaser
must connect to the existing overall Corporation water system.

f.
All boat houses
and docks have certain size, placement, and construction restrictions and also
require a building permit prior to construction.

g.       In addition to the general requirements, ordinances,
and rules of the Village of Lake Tanglewood, each membership contains the
following provision:  “No
improvements of any kind may be built or erected on the property until and
unless the plans and specifications for said improvements and the location of
said improvements on the property have first been presented to and approved by
the Village subject to the approval of the Corporation.”

h.       In addition to the above, it should be pointed out
to prospective purchasers that some of the vacant lots in Lake Tanglewood
do not have previsions for water service and/or road service. Before signing a
contract to buy, prospective purchasers should check the lot locations;
otherwise the purchasers may be required at their own expense, to furnish and
maintain roadways, utilities, and water service to certain lots.

i.
All prospective
purchasers should check the location of the lot being purchased to determine
its “flood plane” status and whether it is susceptible to rising
water levels.

X____________________________ Date: ___________

Initial buyer(s)

5.      The Village of Lake Tanglewood has the power to
enforce the following regulations and ordinances:

a.       The conduct of members and guests in relation to
offenses involving disorderly conduct, moral turpitude, public drunkenness,
public nuisances, and violations of any other laws and ordinances of the
Village of Lake Tanglewood, Randall County, or the State of Texas.  The Corporation has the rights to assess
penalties as described in the rules and regulations handbook for violation of
the rules.

b.      Pets must be kept under control of the owner.  Pets are required to wear a collar with current
vaccination tags and a tag with owners name and address.  Running at large is unlawful as well as
biting, packing, and excessive barking.

6.      Patrolmen are provided by Lake Tanglewood
for basic safety such as enforcing speed limits.  They are also provided to enforce rules
on the water, such as no-wake zones.
All watercraft must have current Lake Tanglewood
stickers.  Members driving the
watercraft must have completed the appropriate safety course.  The lake remains a use at your
own risk property.

The
foregoing information is furnished to you as a prospective purchaser in Lake Tanglewood.  It is designed only to be highlights and
a summary of some of the important details to be considered by you before you
commit to purchase property in our community.  There are many more rules and regulations
of which you should become informed if you decide to buy property.  These
rules and regulations may change from time-to-time for the benefit of our
community.

As
stated, we are a regulated and controlled community, and we hope that you, as a
potential buyer, will find this a benefit to property ownership in Lake Tanglewood.

X__________________________________
X____________________________

BuyerSignature                                                                                 BuyerSignature

Date:____________                                       Date:____________

STANDARD PROCEDURE FOR THE TRANSFER AND/OR A
SUBLEASE OF MEMBERSHIP

1.
All completed
components of the Standard Application Form with the transfer fee, must be
presented at the Corporation Office no less than (5) five working days prior to
a regular meeting of the Board. Regularly scheduled LT Corp. Board meetings are
the second and fourth Tuesday evening of each month.

2.
The Board will
make every effort to process the application at the first regular scheduled
meeting after the application is received with all requirements being met; but
if for any reason the Board feels that additional time is needed, the decision
may be postponed until the next regular meeting, at which time the decision to
approve or deny will be made.

3.
If the
application is denied, any fees or deposits held by the Corporation will be
returned to the proper party.

4.      Approval by the LT Corp. Board of an application to
transfer, and payment of the transfer fee, does not entitle the purchaser or lessee to Lake Tanglewood
Club privileges.  The transfer
is not effective until a signed copy of
the warranty deed is presented to the Corp. office showing that the names on
the deed are exactly as those names provided on the Lake Tanglewood membership
application and the prospective
member has completed orientation and the most current survey (within two years, provided no structural
changes or additions have been made within the two year period) is received at
the Corporation Office.  At that
time, the new member may apply for issuance of I.D. cards and vehicle stickers
and may begin enjoying the privileges of Lake Tanglewood Club memberships.

5. Board approval of an Application to Transfer will
expire if not consummated within sixty (60) days of Board approval.  If the transfer is not completed within
sixty days, approval is withdrawn, and any fees or deposits held by the
Corporation will be returned to the proper party.  The application may be resubmitted at a
later date.

X___________________
Date: ____________

Initial buyer(s)

LAKE SHORES
INCORPORATED OF TEXAS
(LSIOT)

LAKE TANGLEWOOD, TEXAS

STANDARD APPLICATION FORM FOR TRANSFER OF PROPERTY
AND MEMBERSHIP AS APPROVED BY THE BOARD OF DIRECTORS OF LSIOT, INC.

TO:  The Board of Directors

LSIOT, Inc.

PRESENT MEMBER

I,
_______________________________________________ the present owner of membership
on the following property:

Address:
_____________________________________

House __________ Lot ___________ I.D.#
__________

Legal
Description: ________________________________________________________

do
apply for a transfer of the above property and membership by (sale) or (lease)
to the following applicant.  I
certify that all dues, water, and fees, and any other charges owed will
be paid in full at the time of transfer.  The transfer fee will be paid, and all
vehicle, boat, or cycle registration stickers issued by the Corporation will be
removed and returned to the Corporation prior to transfer.  By the signature affixed to this
document this date, it is agreed that there will be no further access to or
utilization of the facilities of the Lake Tanglewood Club.

______________________

Signature
of Present Member

Executed
this __________ day of ______________________, 20___.

THE
STATE OF _________________

THE
COUNTY OF ________________

This
instrument was acknowledged before me on the ___ day of ______________, 20___

By
_______________________

NOTARY PUBLIC ________________________

COUNTY, STATE OF _____________________

MY COMMISION EXPIRES ________________

PROPOSED MEMBER/APPLICANT

I
____________________________________ do hereby apply for the transfer of the
here in above described property and membership in LSIOT.  I do submit and certify to the following
information.

NAME IF FULL
_________________________________________________________

AGE _______
MARITAL STATUS __ SINGLE  __
MARRIED

SSN
_______________________

DRIVERS LICENSE STATE AND # _________________

SPOUSES NAME IN FULL
________________________________________________

SPOUSES: SSN
_______________________ DRIVERS LICENSE # _______________

CHILDREN:

NAME
AGE
RESIDENCE

_______________________________     ____
______________________________

_______________________________     ____
______________________________

_______________________________     ____
______________________________

_______________________________     ____
______________________________

_______________________________     ____
______________________________

RESIDENCE ADDRESS FOR
LAST FIVE YEARS:

ADDRESS
________________________________ FROM __________ TO _________

ADDRESS
________________________________ FROM __________ TO _________

ADDRESS ________________________________
FROM __________ TO _________

ADDRESS
________________________________ FROM __________ TO _________

ADDRESS
________________________________ FROM __________ TO _________

PLACE OF EMPLOYMENT
_________________________________________

POSITION
_______________________ LENGTH OF EMPLOYMENT ______ Yrs.

BUSINESS
ADDRESS__________________________

CITY _______________ STATE ____ ZIP __________ PHONE # (       )
__________

NAME OF THREE BUSINESS REFERENCES:

NAME _____________________
ADDRESS _________________________________

NAME
_____________________ ADDRESS _________________________________

NAME
_____________________ ADDRESS _________________________________

I do hereby certify to
the following:

1.
I am of good
moral character and have not been convicted of any felonies or offenses
involving moral turpitude or disorderly conduct.

2.
I will be
responsible for any misconduct or damages caused by members of my family and/or
my guests in the Lake
Tanglewood area.

3.
I acknowledge
receipt of, and have read a copy of the Rules and Regulations of the Lake
Tanglewood Club, and in consideration of admittance to those hereafter adopted
as constituting the terms of the agreement between the applicant and the Lake
Tanglewood Club.

4.
If approved for
membership, I will inform myself of all Rules and Regulations of LSIOT
and of the Village of Lake Tanglewood and will abide by the same.

5.
By execution of
this instrument, I do authorize the Board of Directors of LSIOT to obtain law
enforcement records and credit bureau records for application purposes.

6.
I understand
that it is the policy of the Corporation to encourage a peaceful resolution of
disputes with its Members through alternative dispute resolution
procedures.  I agree to submit to
mediation any dispute with the Corporation or another Member concerning
any activity at Lake
Tanglewood that cannot be
resolved in good faith through informal discussion.

Signature:
_______________________________________________

Executed
this __________ day of ______________________, 20___

THE
STATE OF _________________

THE
COUNTY OF ________________

This
instrument was acknowledged before me on the ___ day of __________, 20___

By
_______________________

NOTARY PUBLIC ________________________

COUNTY, STATE OF _____________________

MY COMMISION EXPIRES ________________

SPECIAL LEASING INSTRUCTIONS FOR PROSPECTIVE
APPLICANT LEASING PROPERTY/MEMBERSHIP

The Board of Directors
passed a motion on April 12, 1999, as follows:

1.
Any applicant leasing
property/membership will be required to pay to the Corporation the $2500.00 for regular
transfers, $1500.00 for lots with nothing on them and an additional $500.00 deposit.  The $500.00 deposit is
refundable at the time the lease is
completed if all dues and other charges toward the property are
current.

2.
The completed
Standard Application Form, with the transfer fee and refundable deposit, must
be presented to the Corporation Office not less than five (5) working days
prior to a regular meeting of the Board.

3.
The Board will
make every effort to process the application at the first regular meeting after
the application is presented as described in (2) above, but, if the Board feels
that additional time is needed the decision may be postponed until the next
regularly scheduled meeting, at which time the decision to approve or deny will
be made.

4.
If the
application is denied, any fees or deposits held by the Corporation will be
returned to the proper party.

5.      Approval by the Board of an application to transfer
and payment of the transfer fee does not entitle the purchaser or lessee
to Club privileges.  The transfer is
not effective until a duly designated officer of the Corporation signs all
appropriate documents and prospective member has completed
orientation.  Prior to any stickers
and I.D. cards being issued to the new lessee, all stickers and I.D.
cards from the owner of the property must be returned to the Corporation.

6.
A copy of the
lease between the owner of the property and the lessee must accompany the
application for the transfer of membership.

7.
Board approval
of an Application to Transfer will expire if not consummated within sixty (60)
days of Board approval.  If the
transfer is not completed within sixty days, the application is withdrawn, and
any fees or deposits held by the Corporation will be returned to the proper
party.  The application may be
resubmitted at a later date.

X______________________________________
Date:_____________

Signature
of Leasee(s)

WATER SYSTEM SERVICE AGREEMENT

The following are the
terms of the service agreement between the Lake Tanglewood, Inc.

Public Water Utility
(Water System-Maintenance Department) and (Customer).

A.
The Water
System will maintain a copy of this agreement as long as the Customer’s
premise is connected to the Water System.

B.
Customer will
apply for an Irrigation Permit through the Water System for any irrigation
work done to premise.

C.
Customer will
allow his property to be inspected for possible cross-connections and other
unacceptable plumbing practices.
Inspections will be conducted by the Water System employees or its
designated agent prior to initiating new water service, when there is reason to
believe that cross-connections or other unacceptable plumbing practices exist,
and/or after any major changes to the private plumbing facilities.

D.
The Water
System will notify the Customer in writing of any unacceptable conditions that
are identified during the initial inspection or the periodic inspection.

E.
Customer will
immediately correct any unacceptable plumbing practices on his/her premises.

F.
Customer will,
at his expense, properly install, test, and maintain any backflow prevention
device required by the Water System.
Copies of all testing and maintenance records will be provided to the
Water System.

G.
The Water System
CANNOT GUARANTEE uninterrupted
services.

If
Customer fails to comply with the terms
of the Water System Service Agreement, the Water System will, at its option,
terminate service.

_________________________________

CUSTOMER NAME

_________________________________
__________________

CUSTOMER SIGNATURE
DATE

SPECIAL REQUEST
FOR VEHICLE STICKER AND IDENTIFICATION CARD

I have signed and delivered to the business office of
Lake Tanglewood, Inc., the “Standard Application Form For Transfer of
Property and Membership” and the transfer fee.  I have received and read a copy of the
Rules and Regulations of the Lake Tanglewood Club.  I understand that the Rules and
Regulations prohibit the joint ownership as tenants-in-common (i.e. ownership
by multiple persons) of a building lot within the recreational area and of a
membership in the Lake Tanglewood Club.
I submit this Special Request to the Board of Directors of Lake
Tanglewood, Inc., in accordance with the provisions of Article I, Section 7.
C., for a Vehicle Membership Sticker and/or Lake Tanglewood, Inc.,
Identification card for:

_________________________________

Name of New Member

for the reasons stated below:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Signature: ______________________________

Address:
______________________________

______________________________

Telephone:
_____________________________

THE DECISION OF THE BOARD OF DIRECTORS IS AS FOLLOWS:

Vehicle Sticker
(Approved/Denied)

Identification Card    (Approved/Denied)

Signature:
________________________________ Date:  _______________________