FIRST AMENDMENT TO

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

BACK CREEK LANDING COMMUNITY SERVICE ASSOCIATION

THIS FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("First Amendment") is made this ______ day of August, 2003, by BACK CREEK LANDING LLC, a Maryland limited liability company ("Declarant").

WITNESSETH:

WHEREAS, Declarant is the developer of a forty-one (41) lot subdivision known as "Back Creek Landing" and located on the westerly side of Pea Neck Road in the Second Election District of Talbot County, Maryland; and

WHEREAS, in order to provide for the preservation of values and amenities in the Back Creek Landing community, Declarant has imposed upon the Lots within Back Creek Landing certain covenants, restrictions, easements and equitable servitudes, all as more particularly set forth in a Declaration of Covenants, Conditions and Restrictions dated September 26, 2002 and recorded among the Land Records of Talbot County, Maryland in Liber 1090, folio 644; and

WHEREAS, Declarant desires to amend the terms of the Declaration to set forth the conditions under which Members of the Back Creek Landing Community Service Association may offer for lease their Dwellings in the community; and

WHEREAS, Article X of the Declaration permits the amendment of the Declaration by an instrument executed and acknowledged by two-thirds (2/3rds) of the then Members of the Back Creek Landing Community Service Association; and

WHEREAS, as of the date of this First Amendment, Declarant is the sole Member of the Back Creek Landing Community Service Association and has the sole power and authority to execute and record this First Amendment.

NOW, THEREFORE, Declarant hereby amends the terms of the Declaration as follows:

1. Paragraph 10 of Article VII of the Declaration is hereby deleted in its entirety and the following shall be inserted in lieu thereof:
   1. "10. Residential Use.
   2. All Dwellings shall be occupied and used for private residential purposes exclusively. The foregoing limitations notwithstanding, Dwellings may be used for home occupations or leased for residential use, subject to the following conditions:
      1. Home Occupations.
         1. Dwellings may be used for those home occupations permitted by the Talbot County Zoning Ordinance shall be allowed, provided the following criteria are met:
            1. The home occupation does not result in more than six (6) vehicular trips to the Dwelling each day by persons who are visiting by reason of the home occupation; and
            2. Not more than one (1) non-resident person shall be employed in the Dwelling; and
            3. All parking demands created by the home occupation shall be satisfied on the Lot and within its driveway or garage, with no parking created by the home occupation being permitted upon the streets of the Community.
      2. Leasing Restrictions.
         1. Dwellings may be offered for lease for residential use, provided the following criteria are met:
            1. No more than two (2) leases, regardless of duration, shall be executed for a Dwelling in Back Creek Landing during any consecutive twelve (12) month period.
            2. All leases, regardless of duration, shall be in writing and shall contain the following language within the body of the lease:
               1. "During the term of this Lease, Tenant agrees to adhere to all restrictions set forth in Paragraphs 9, 10, 11, 12, 13, and 14 of Article VII of the Declaration of Covenants, Conditions and Restrictions of Back Creek Landing Community Service Association. "
            3. Any Member whose Dwelling is to be leased shall deliver to an authorized representative of the Back Creek Landing Community Service Association a fully executed copy of the lease no later than the commencement date of the lease.
            4. In conjunction with all written leases, any Member whose Dwelling is to be leased shall deliver to an authorized representative of the Back Creek Landing Community Service Association such information regarding the tenant under such lease as may be specified in adopted Community Rules (see Paragraph 13 of Article VII of the Declaration).
            5. Any Member whose Dwelling is leased for four (4) months or less in duration shall comply with all provisions of the Talbot County statute pertaining to "Short Term Rentals" as set forth in the Talbot County Zoning Ordinance, Article IV, Subparagraph 190.
      3. Model Homes.
         1. Nothing contained in this Article, or elsewhere in this Declaration, shall be construed to prohibit the Declarant from the use of any Common Area, Lot or Dwelling for promotional or display purposes, or as "model homes, " a sales office, or the like."
2. All terms used but not defined herein shall have the same meaning as set forth in the Declaration.
3. Except as expressly amended herein, all terms of the Declaration are hereby ratified and confirmed and shall remain in full force and effect with respect to all Lots in Back Creek Landing.

IN WITNESS WHEREOF, Declarant has caused this First Amendment to be executed by its duly authorized officer as of the day and year first above written.

STATE OF MARYLAND, COUNTY OF ____________________:

I HEREBY CERTIFY, that on the ______ day of _______________, 2003, before me, the subscriber, a Notary Public of the aforesaid State, personally appeared D. STEPHEN SEAWRIGHT, President of Seawright Corporation, Manager of Back Creek Landing LLC, a Maryland limited liability company, known to me (or satisfactorily proven) to be the person who executed the foregoing First Amendment to Declaration of Covenants, Conditions and Restrictions, and acknowledged that he executed the same for the purposes therein contained.

WITNESS my hand and Notarial Seal.

__________________________________________

Notary Public

My Commission Expires:

____________________

THE UNDERSIGNED, a member in good standing of the Bar of the Court of Appeals of Maryland, hereby certifies that this First Amendment to Declaration of Covenants, Conditions and Restrictions was prepared by him or under his supervision.

__________________________________________

Bruce C. Armistead