THIRD RESTATED ARTICLES OF INCORPORATION
OF
VILLAGES OF KAPOLEI ASSOCIATION

THESE ARTICLES OF INCORPORATION, made and entered into this 21st day of May, 1990, by WILLIAM W. L. YUEN, desiring to organize a nonprofit corporation in accordance with the provisions of Chapter 415B, Hawaii Revised Statutes ("H.R.S.") and to obtain the rights and benefits conferred by said laws upon nonprofit corporations, does hereby organize a nonprofit corporation and make and enter into the following Articles of Incorporation (the "Articles"):

I. NAME

The name of the corporation shall be VILLAGES OF KAPOLEI ASSOCIATION (the "Association").

II. INCORPORATOR

The incorporator is William W. L. Yuen, having his principal place of business and post office address at 220 S. King Street, Suite 2000, Honolulu, Hawaii 96813.

III. LOCATION OF OFFICE

The initial office and mailing address of the Association shall be Seven Waterfront Plaza, Suite 300, 500 Ala Moana Blvd., Honolulu, Hawaii 96813.

IV. PURPOSES

The Association is organized and shall be operated exclusively as a nonprofit corporation in accordance with the provisions of Chapter 415B, H.R.S., as amended, and regulations thereunder as they now exist or as they may hereafter be amended. The purposes of the Association are to provide for the management, maintenance, care and control of common areas and facilities, and the control of architectural design and development of real property in the District of Ewa, City and County of Honolulu, State of Hawaii, within the area known as "Villages of Kapolei", as defined in that certain Declaration of Covenants, Conditions and Restrictions of Villages of Kapolei (the "Declaration"), made by Housing Finance and Development Corporation, a body corporate and body politic of the State of Hawaii ("Declarant"), filed or to be filed in the Office of the Assistant Registrar of the Land Court of the State of Hawaii, as the same may be amended, supplemented and modified from time to time as therein provided, to be conveyed by Declarant to the Association, and also to protect the value, desirability and attractiveness of the aforesaid property and to promote the health, safety and welfare of the members of the Association.

V. POWERS

As a means of accomplishing the foregoing purposes and in accordance with Chapter 415B, H.R.S. and Section 528 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Regulations promulgated thereunder (the "Regulations"), the Association shall have all powers, rights, privileges and immunities, and shall be subject to all the liabilities conferred or imposed by law upon nonprofit corporations, and shall be subject and have all the benefits of all general laws with respect to nonprofit corporations and tax exempt residential real estate associations consistent with the provisions of Chapter 415B, H.R.S., and within the meaning of Section 528 of the Code and the Regulations, respectively, and shall also have the following additional powers:

(a) To exercise all of the powers and privileges to perform all of the duties and obligations of the Association as set forth in the Declaration, the Declaration being incorporated herein as if set forth in its entirety;

(b) To fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration and pay all expenses in connection therewith and all other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association;

(c) To elect or appoint officers and agents as the business of the Association may require, define their duties and fix their compensation.

VI. NON-PROFIT STATUS

1. The Association shall never be operated for the primary purpose of carrying on any trade or business for profit; and neither the whole nor any part or portion of the assets, income or earnings of the Association shall be used, nor shall the Association ever be organized or operated for objects or purposes which are not permitted under said Chapter 415B H.R.S. or Section 528 of the Code.

2. No part of the net earnings of the Association shall inure (other than by acquiring, constructing, or providing management, maintenance, and care of Association property, and other than by a rebate of excess membership dues, fees or assessments) to the benefit of any individual, whether upon liquidation or dissolution of the Association or otherwise.

3. The Association is not organized for profit and shall not issue any stock, and no part of its assets, income or earnings shall be used for dividends, or otherwise withdrawn or distributed to any of its members, directors or officers, except as provided in Article VI, Section 2 of these Articles.

VII. DURATION

The duration of the Association shall be perpetual.

VIII. MEMBERSHIP

Each "Owner" of a "Lot", as those terms are defined in the Declaration, by virtue of being an "Owner" and for so long as he is an Owner, shall be a member of the Association. No person other than an Owner may be a member, except that upon execution, delivery and recordation of a valid agreement of sale of an interest in a lot and delivery of a copy of such agreement of sale to the Secretary of the Association, the vendor's Association Membership and all voting rights and obligations incident thereto shall be considered temporarily transferred to the vendee, such transfer becoming permanent upon subsequent execution, delivery and recordation of a deed or assignment of lease in satisfaction of such agreement of sale or revesting equitable title in the vendor in the event of termination of such agreement of sale. Such temporary transfer shall not relieve the Owner from the obligations, charges and assessments imposed upon his membership in the Association. Proof of status as an Owner of any Lot, as defined in the Declaration, for purposes of establishing membership in the Association and proof of assignment or delegation of membership rights, privileges, duties and obligations shall be furnished in accordance with the provisions pertaining thereto set forth in the By-Laws of the Association (the "By-Laws"). Except as provided above, membership shall be appurtenant to and may not be separated from the ownership of any such Lot and such ownership shall be the sole qualification for membership in the Association. No Association Member may withdraw, transfer or otherwise dispose of his Association Membership, except upon the conveyance, assignment or transfer (or transfer by agreement of sale) of a Lot to which Association Membership is appurtenant.

There shall be two (2) classes of Association Membership as follows:

(1) Class A Association Members shall include all Owners described in Article VII, Section 7.02(b)(1), Section 7.02(b)(3), and Section 7.02(b)(4) of the Declaration; and

(2) Class B Association Members shall include Declarant and Developers as described in Article VII, Section 7.02(b)(2) of the Declaration.

The voting rights for each respective class of Association members is set forth in Article VII, Section 7.03(a),(b), and (c) of the Declaration.

IX. BOARD OF DIRECTORS

The management of the business and affairs of the Association and the control and distribution of its property shall be vested in a Board of Directors, which shall consist of such number of directors at least one of whom shall be a resident of the State of Hawaii, as shall be specified from time to time by the By-Laws, but in no event less than three (3) nor more than nine (9) members. Until the members of the Association shall otherwise determine, the Board of Directors shall consist of three (3) persons, all of whom shall be appointed by Declarant. Each director shall be a member of the Association, a partner of a partnership member of the Association, an officer or director of a corporate member of the Association or an officer, director or employee of Declarant. The directors shall be qualified, nominated, elected, and appointed as is provided for in the By-Laws. The Board of Directors shall have full power to control and direct the business affairs of the Association, subject, however, to any limitations contained herein or in the By-Laws. The initial directors of the Association, shall act as the directors of the Association until the selection of their successors at the first annual meeting of the Association.

X. OFFICERS

The officers of the Association shall consist of such officers as shall be provided for in the By-Laws with such qualifications, duties, and powers as are provided for in the By-Laws. The officers shall be elected or appointed, hold office and may be removed as may be prescribed by the By-Laws. Any two or more offices may be held by the same person, provided that at any one time there shall be at least two (2) persons serving as officers. All officers and agents of the Association as between themselves and the Association, shall have such authority and perform such duties in the management of the Association as may be provided in the By-Laws, or as may be determined by resolution of the Board of Directors not inconsistent with the Declaration, these Articles of Incorporation or the By-Laws. The initial officers and directors of the Association, all residents of the State of Hawaii, and their home addresses are as follows:

Office                        Name                                         Address

President and         Lloyd Haraguchi                      94-517 Holaniku Street
Director                                                                      Mililani Town, HI 96789

Vice President         Elmer E. Manley                      2136 Alaeloa Street
and Director                                                                Honolulu, HI 96821

Secretary                   Scott Kami                              1550 Wilder Avenue #806
Treasurer                                                                    Honolulu, HI 96822
and Director

XI. LIMITATION OF LIABILITY

The property of the Association shall alone be liable in law for payment of the debts and liabilities of the Association. Neither the members of the Association, nor the members of the Board of Directors, nor any of the officers shall have any personal liability for the payment of such debts or the discharge of such obligations, except that the members of the Association shall be subject to assessment for and on account of debts, expenses and obligations of the Association as provided in the Declaration.

XII. DISSOLUTION

The Association may be dissolved in the manner set forth by law, except that no voluntary dissolution of the Association or liquidation of its assets shall take place without the assent of three-fourths of the voting interest of the members of each class of the Association, as provided in the Declaration, obtained by vote at a meeting of the members of the Association duly called and held for the purpose of authorizing such dissolution or liquidation. Written notice, setting forth the purpose of the meeting shall be given to all Members not less than ten (10) days in advance of the meeting. Upon any such dissolution or liquidation, the assets of the Association, whether real, personal or mixed, shall be dedicated to one or more successor who shall be a tax exempt residential real estate association consistent with the provisions of Section 528 of the Code and the Regulations. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or other organization or to any Governmental Agency to be devoted to charitable purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association. To the extent permitted by law, the Association may participate in mergers and consolidations with other nonprofit corporations organized for similar purposes, provided that any such merger or consolidation shall have the consent of two-thirds in voting interest of the members of each class of the Association, obtained as herein provided in the case of dissolution.

XIII. DIRECTOR OR OFFICER CONFLICTS OF INTEREST

(A) Voting at Meetings. No director shall vote on any issue as to which he or she has a conflict of interest. Each director shall disclose the nature of any conflict of interest prior to the vote on any such matter at a Board meeting, and the minutes of the meeting shall record the fact that such a disclosure was made. In the event of a conflict of interest by any director or directors, a majority of the disinterested directors shall constitute a quorum and a majority of said quorum shall be empowered to act on behalf of the Association on any such matter as to which such conflict exists.

(B) Effect. No contract or other transaction between the Association and any other person, firm, corporation, association or other organization, and no act of the Association, shall in any way be affected or invalidated by the fact that any of the directors or officers of the Association are parties to such contract, transaction or act or are pecuniarily or otherwise interested in the same or are directors or officers or members of any such other firm, corporation, association or other organization, provided that the interest of such director or officer shall be disclosed and said transaction is authorized or approved by vote or consent sufficient for that purpose as provided hereinabove and the contract or transaction is fair and reasonable to the Association.

(C) Liability. Neither any director nor officer of the Association, being so interested in any such contract, transaction, or act of the Association which shall be approved by the Board of Directors as aforesaid, nor any such other person, firm, corporation, association or other organization in which such director or officer may be a director, officer or member, shall be liable or accountable to the Association, or to any member thereof, solely by reason of being an interested person, for any loss incurred by the Association pursuant to or by reason of such contract, transaction or act, or for any gain received by any such other party pursuant thereto or by reason thereof so long as the procedure set forth above is followed.

(D) Scope of Article. For the purposes of this Article XIII, "conflict of interest" shall mean that a director has a direct personal or pecuniary interest not common to other members of the Association, provided that a director shall not be deemed to have a conflict of interest solely on account of the fact that the director's Lot is or may be affected by the matter to be voted upon or that the director is an officer, director or employee of Declarant on matters involving Declarant.

XIV. INDEMNIFICATION AND LIABILITY

The Association shall indemnify each past, present and future officer and director of the Association and each person who serves at the request of the Association as an officer or director of any other corporation whether or not such person is also an officer or director of the Association, against all costs, expenses and liabilities, including the amounts of judgments, amounts paid in compromise settlements and amounts paid for services of counsel and other related expenses, which may be incurred by or imposed on such person in connection with any claim, action, suit, proceeding, investigation or inquiry hereafter made, instituted or threatened in which such person may be involved as a party or otherwise by reason of such person's being or having been such officer or director, or by reason of any past, present, or future action taken or authorized or approved by such person or any omission to act as such officer or director, whether or not such person continues to be such officer or director at the time of the incurring or imposition of such costs, expenses or liabilities except such costs, expenses or liabilities as shall relate to matters as to which such person shall in such action, suit or proceeding be finally adjudged to be, or shall be, liable by reason of such person's gross negligence or willful misconduct toward the Association in the performance of such person's duties as such officer or director. In the absence of such final adjudication of the existence of such liability, the Board of Directors and each officer and director may conclusively rely upon an opinion of legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right of indemnification shall not be exclusive of other rights to which any such officer or director may be entitled as a matter of law or otherwise, and shall inure to the benefit of the heirs, executors, administrators and assigns of each such officer or director.

No person who serves as an officer or director of the Association without remuneration or expectation of remuneration shall be liable for damage, injury, or loss caused by or resulting from the person's performance of, or failure to perform, the duties of the position to which the person was elected or appointed, unless the person is finally adjudicated to have been guilty of gross negligence or willful misconduct in the performance of, or failure to perform, such duties.

XV. AMENDMENT

No proposed amendment of these Articles shall be adopted without the affirmative vote of: Owners, in person or by proxy, representing at least: i) two-thirds (2/3) of the total voting power of the Class A Association Members who are present in person or by proxy at a duly called and held meeting of the Association at which a quorum, as defined in this section, is present; and ii) two-thirds (2/3) of the total voting power of the Class B Association Members who are present in person or by proxy at said duly called and held meeting of the Association at which a quorum, as defined in this section, is present. The presence of Owners, in person or by proxy, representing at least: 1) twenty-five percent (25%) of the voting power of the Class A Association Members or five hundred (500) Class A votes, whichever is less; and 2) twenty-five percent (25%) of the voting power of the Class B Association Members, so long as there are Class B Association Members, shall constitute a quorum for purposes of amending or repealing these Articles. In the event that there are no Class B Association Members, subsection (ii) of the first sentence of this paragraph and subsection (2) of the second sentence of this paragraph as it relates to Class B Association Members shall not be applicable to any amendment or repeal of these Articles. The notice of such meeting shall state as a purpose the consideration of such amendment. The proposed text of the amendment(s) in substantially the form to be adopted shall be included with the notice; (b) in addition, so long as Declarant owns a Lot, Declarant must give written consent to such amendment; and (c) the percentage of the voting power necessary to amend a specific clause or provision of these Articles of Incorporation shall not be less than the percentage of affirmative votes required for action to be taken under such clause or provision. The Board shall be authorized to restate the provisions of these Articles of Incorporation from time to time to include the provisions of any amendments duly adopted in accordance with the provisions herein. In restating these Articles of Incorporation, the Board may correct any misnumbering of provisions in these Articles of Incorporation or in any amendment to these Articles of Incorporation. The Board may file the restated Articles of Incorporation with the Department of Commerce and Consumer Affairs.

XVI. HUD APPROVAL OF ACTIONS

Any provision contained in these Articles to the contrary notwithstanding, so long as:

(a) any Lot in the Community Area is subject to the lien of an "Insured Mortgage" as defined in the Declaration; and

(b) any Lot in the Community Area is owned by a Class B member as defined in the Declaration;

"HUD" as defined in the Declaration must approve any of the following actions:

(1) any annexation of portions of the Property or other real property not within Villages of Kapolei to the Community Area,

(2) any merger or consolidation of the Community Area with other real property not within Villages of Kapolei,

(3) any mortgaging of the "Common Area," as defined in the Declaration;

(4) any amendment to these Articles; or

(5) any dissolution of the Association.

XVII. CAPTIONS/GENDER/PLURAL VS. SINGULAR

The headings of paragraphs herein are for convenience and reference only and shall in no way define, limit, or describe the scope or intent of any provision herein. The use of any gender herein shall be deemed to include the other gender and the use of the singular herein shall be deemed to include the plural (and vice versa), whenever appropriate. The reference to a person or persons or Owner or Owners shall include natural persons, corporations, unincorporated associations, partnerships, joint ventures, governmental entities, eleemosynary corporations, and/or any other form of entity recognized by law.

XVIII. AUTHORITY FOR FUTURE AMENDMENT BY BOARD

The Declarant (HFDC) has indicated that it intends to deannex all lots intended to be Commercial Lots and all areas intended to be Commercial Areas so that there will be no Commercial Lots or Commercial Areas subject to the DCC&R, the Articles of Incorporation, or By-Laws at the Villages of Kapolei. Therefore, the references and provisions in the DCC&R and in the Articles of Incorporation and By-Laws related to Commercial Lots and Commercial Areas shall be amended by either deleting the references to the Commercial Lots and Commercial Areas or by deleting entire provisions, where applicable, as determined by the Board, so as to clarify that there shall be no Commercial Lots or Commercial Areas subject to the DCC&R, the Articles of Incorporation, and the By-Laws of Villages of Kapolei.

XIX. CERTIFICATION