SECOND AMENDMENT TO

DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS

BACK CREEK LANDING COMMUNITY SERVICE ASSOCIATION

THIS SECOND AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Second Amendment") is made this ______ day of November, 2004, 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 (the "Declaration") dated September 26, 2002 and recorded among the Land Records of Talbot County, Maryland in Liber 1090, folio 644; and

WHEREAS, on October 11, 2002, and pursuant to Article 11B-105 of the Annotated Code of Maryland, Declarant filed a Homeowner’s Association Disclosure (the "Homeowner’s Association Disclosure") related to the Back Creek Landing community among the Homeowner’s Association Records of Talbot County, Maryland in Liber 2, folio 233; and

WHEREAS, certain provisions of the Declaration were amended by Declarant pursuant to a First Amendment to Declaration of Covenants, Conditions and Restrictions (the "First Amendment") dated August 29, 2003, and recorded among the Land Records of Talbot County, Maryland in Liber 1197, folio 903; and

WHEREAS, as set forth in the Homeowner's Association Disclosure, it was the intention of Declarant to include only Lots 1 through 40 of Back Creek Landing within the scope of the Declaration, reserving, however, the right to annex Lot 41 into the Back Creek Landing community and to include Lot 41 within the scope of the Declaration at a later date; and

WHEREAS, both the Declaration and the Homeowner's Association Disclosure specifically reference Lot 41 of Back Creek Landing as a Lot which may be annexed by the Declarant into the Back Creek Landing community; and

WHEREAS, the description of the property attached as Exhibit "A" to the Declaration includes Lot 41 of Back Creek Landing; and

WHEREAS, Declarant desires to clarify the description of the property encumbered by the Declaration to exclude Lot 41 from the scope of the Declaration; 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 Second Amendment, Declarant holds the required two-thirds (2/3) of the membership interests in the Back Creek Landing Community Service Association and has the sole power and authority to execute and record this Second Amendment.

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

1. Paragraph 1 of Article II of the Declaration is hereby deleted in its entirety and the following shall be inserted in lieu thereof:
   1. "1. Property Subject to Declaration.
   2. The real property which is to be held, conveyed, used or encumbered subject to this Declaration is located in Talbot County, Maryland, and is described on Amended Exhibit A attached hereto and made a part hereof."
2. The Declaration is hereby further amended to include Exhibit B attached hereto, which was intended to be made a part of the original Declaration, and which Exhibit B identifies Lot 41 as property that may be annexed into the Back Creek Landing community and made subject to the terms of the Declaration; provided, however, that such annexation of Lot 41 into the Back Creek Landing community shall not occur without the prior written, recorded consent of the owner of Lot 41.
3. All terms used but not defined herein shall have the same meaning as set forth in the Declaration.
4. Except as expressly amended herein, all terms of the Declaration and First Amendment 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 Second 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 _______________, 2004, 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 Second 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 Second Amendment to Declaration of Covenants, Conditions and Restrictions was prepared by him or under his supervision.

__________________________________________

Bruce C. Armistead

AMENDED EXHIBIT "A"

ALL those lots, tracts or parcels of land situate, lying and being on the westerly side of Pea Neck Road in the Second Election District of Talbot County, Maryland, and being more particularly shown on a Plat consisting of two (2) sheets prepared by Lane Engineering, Inc., titled "FINAL PLAT & FOREST CONSERVATION PLAN #2001-11 BACK CREEK LANDING IN THE SECOND ELECTION DISTRICT TALBOT COUNTY, MARYLAND TAX MAP 32 GRID 15 PARCEL 137," dated May 7, 2002 (revised through June 18, 2002), and recorded among the Plat Records of Talbot County, Maryland in Liber 81, folios 160 and 161, as follows:

1. The Lots shown and designated as Lots 1 through 40, inclusive, and expressly excluding Lot 41;
2. The Roadways shown and designated as Back Creek Drive, Pond Haven Lane, Hart Glen Court and Gosling Pond Court; and
3. The Community Open Space Area containing 38.901 Acres, more or less.

BEING a portion of the property conveyed by Bryan Brothers LLC, a Maryland limited liability company, to Back Creek Landing LLC, a Maryland limited liability company, by a Deed dated June 20, 2002, and recorded among the Land Records of Talbot County, Maryland in Liber 1069, folio 800.

EXHIBIT "B"

ALL that lot, tract or parcel of land situate, lying and being on the westerly side of Pea Neck Road in the Second Election District of Talbot County, Maryland, and being more particularly shown as Lot 41 on a Plat consisting of two (2) sheets prepared by Lane Engineering, Inc., titled "FINAL PLAT & FOREST CONSERVATION PLAN #2001-11 BACK CREEK LANDING IN THE SECOND ELECTION DISTRICT TALBOT COUNTY, MARYLAND TAX MAP 32 GRID 15 PARCEL 137," dated May 7, 2002 (revised through June 18, 2002), and recorded among the Plat Records of Talbot County, Maryland in Liber 81, folios 160 and 161.

BEING a portion of the property conveyed by Bryan Brothers LLC, a Maryland limited liability company, to Back Creek Landing LLC, a Maryland limited liability company, by a Deed dated June 20, 2002, and recorded among the Land Records of Talbot County, Maryland in Liber 1069, folio 800.