The undersigned hereby signs and acknowledges, for delivery in duplicate to the Secretary of State of Colorado, these Articles of Incorporation for the purpose of forming a nonprofit corporation under the Colorado Nonprofit Corporation Act (the "Act") in conformance with the Colorado Common Interest Ownership Act ("CCIOA").

I. Name

The name of the corporation is Hidden Pointe Homeowners Association (the "Association").

II. DURATION

The period of duration of the Association shall be perpetual.

III. PURPOSES

The Association is organized to be and constitutes the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions of Ridden Points (the "Declaration"). The Declaration was executed on behalf of 216 Valley Group, a Colorado limited partnership, as the "Declarant" thereunder. The Declaration was recorded in the real property records of Douglas County, Colorado, on May 20, 1996, at Reception No. 9627073. All initially capitalized terms used herein shall have the same meanings as used in the Declaration, unless otherwise defined herein.

The Declamation relates to real property in Douglas County, Colorado, which is or may be made subject to the Declaration (the "Property").

The Association is not organized in contemplation of pecuniary gain or profit to Members.

Specific purposes for which the Association is organized are:

A. To exercise all of the rights, powers and privileges and to perform all of the duties and obligations of the Association as set forth in the Declaration, the Bylaws, or in any amendment to either of them.

B. To provide for maintenance, preservation and architectural control of the Property including, without limitation, the Lots and the Common Area within the Property.

(continued next page)