THIS AMENDMENT is made as of the date set forth below by Big Canoe Property Owners Association, Inc. (referred to as the "Association" or the "POA") and Big Canoe Company, LLC (referred to as the "Company" or the "Developer"), as successor in title and interest to Big Canoe Company, a Georgia partnership.

WHEREAS, the General Declaration of Covenants and Restrictions of the Big Canoe Property Owners' Association and Big Canoe Corporation, dated October 9, 1972, was recorded in Deed Book 23, Page 162, et seq., of the Office of the Clerk of the Superior Court of Pickens County, Georgia, and in Deed Book 19, Page 253, et seq., of the Office of the Clerk of the Superior Court of Dawson County, Georgia (as amended from time to time, the "Declaration"); and

WHEREAS, the Declaration was amended, replaced, and superseded in its entirety by that certain Amended and Restated General Declaration of Covenants and Restrictions of the Big Canoe Property Owners' Association and Big Canoe Company, dated March 26, 1988, as recorded in Deed Book 139, Page 390, et seq., of the Office of the Clerk of the Superior Court of Pickens County, Georgia, and in Deed Book 111, Page 281, et seq., of the Office of the Clerk of the Superior Court of Dawson County, Georgia (as amended from time to time, the "Amended and Restated Declaration"); and

WHEREAS, pursuant to the terms of Article IX, Section 2 of the Amended and Restated Declaration, the Amended and Restated Declaration may be amended unilaterally at any time provided that three-fourths (3/4) of the votes cast at a duly called meeting of the Association votes in favor of the proposed amendment, including three-fourths (3/4) of the votes cast by any one (1) of the four (4) types of voting memberships to the extent that the proposed amendment would have a material adverse effect upon the rights, privileges or interests of such type of Members relative to the rights, privileges or interests of the other types of Members (as such capitalized terms are defined in the Amended and Restated Declaration); and

WHEREAS, the Board of Directors of the Association and the Company did at a duly called meeting on December 4, 2004, present to the Members of the Association the question of adopting the text of this Amendment. Notice of such meeting was given on November 4, 2oo4. The total number of votes of Members of the Association was 9755. The total number of votes required to constitute a quorum at a meeting of the Association was 5365. The total number of votes represented a the meeting, whether in person or by proxy, was 7206. The number of votes necessary to adopt the Amendment was 5404. The total number of votes cast in favor of and the votes cast against this Amendment, respectively, were 7096 in favor and 110 against;

NOW, THEREFORE, the Amended and Restated Declaration is hereby amended to add the following Article X thereto:

This Article memorializes agreements reached between the Association (also referred to as the "POA") and Big Canoe Company, LLC (the "Developer") in order to effectuate a transition in Big Canoe governance. The goals of this transition are two-fold; first, to turn day-to-day POA operation over to the Elected Directors and to the members who elect them, and, second, to protect the Developer's right to develop, sell and conduct its business. This Article allocates rights and responsibilities as necessary to accomplish these goals.

Any provision elsewhere in the Declaration or in the By-Laws in conflict with this Article shall be void and of no effect, and any such provision is hereby amended to conform to the terms of this Article X. For as long as there is a Type "D" Member, no amendment to this Article shall be effective without the Developer's prior written consent.

The Developer, the Company and the Type "D" Member hereby individually and collectively surrender the right to a total of three (3) seats on the POA Board of Directors and acknowledge that the allocation of Board seats, elections and voting shall be as specified in the By-Laws and in Section 7 of this Article. The Company's right to seats on the Board of Directors is set forth in the By-Laws. The Developer, the Company and the Type "D" Member, individually and collectively, further surrender the right to supermajority vote as provided in Article III, Section 2, at such time as the Developer surrenders the right to appoint two directors to the Board under the By-Laws (i.e., on or before December 31, 2005).

Subject to the Company's rights under Section 7 of this Article, the Developer, the Company and the Type "D" Member, individually and collectively, hereby irrevocably transfer to the POA and surrender the following rights, which are in addition to other rights already assigned to the Association in the Declaration:

The intent of these Replatting Guidelines is to provide direction in dealing with platted Lots that, due to changes in state and county regulations, may be totally unbuildable or so restricted that building is not economically feasible. The intent is NOT to allow for assessment avoidance via the replatting (i.e., lot consolidation).

A. COMBINING
If a Big Canoe owner has an unbuildable* Lot, Big Canoe POA has the authority to grant the replatting of same. In these cases, consideration will be given to allowing the Lot to be combined with another, adjacent Lot (where available) and replatted as one larger Lot on which an economically viable home can be built.

* DEFINITION OF UNBUILDABLE: A Lot shall be deemed unbuildable if a property owner's septic tank submittal to the county is officially rejected in writing and the home submitted was of comparable size to others in the neighborhood, then the option of replatting can be considered.

As an aid to quantifying "comparable," the smallest home submitted in Big Canoe in the two year period previous to January 1, 2005, was 2 bedroom/2 bath/1,600 square feet. The average square footage of all homes submitted was 2,900.

B. RESIZING
Big Canoe POA has the authority to approve the replatting of Lots in POA Neighborhoods in order to create a modified Lot more suitable for building; provided, no Lot originally shown on a recorded plat may be reduced in size to more than 10% smaller than the smallest Lot shown on the first plat of the Neighborhood Area containing the Lot to be replatted, as recorded in the Official Real Estate Records of Dawson and/or Pickens County, Georgia. Big Canoe Company may replat reacquisition Lots that it owns in any neighborhood or any Lots in Company Neighborhoods to meet their business needs.