SECOND SUPPLEMENTAL INDENTURE

This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”) is dated as of February 23, 2009 (the “Effective Date”), and made by and among ASHTON WOODS USA L.L.C., a Nevada limited liability company (the “Issuer”), ASHTON WOODS FINANCE CO., a Delaware corporation (the “Co-Issuer” and, together with Issuer, the “Issuers”), the guarantors listed on the signature page hereto and HSBC Bank USA, N.A., as successor trustee (the “Trustee”), to the Indenture, dated as of September 21, 2005, among the Issuers, the guarantors party thereto (the “Original Guarantors”) and U.S. Bank National Association, as original trustee (the “Original Trustee”), as amended by the First Supplemental Indenture, dated as of December 9, 2005, among the Issuers, Ashton Woods Transportation, LLC (the “Additional Guarantor” and, together with Original Guarantors, the “Guarantors”), the Original Guarantors and the Original Trustee (as supplemented and amended, the “Indenture”).  Capitalized terms used in this Second Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

WHEREAS, the Issuers, the Guarantors and the Original Trustee have heretofore executed and delivered the Indenture providing for the issuance of 9.5% Senior Subordinated Notes due 2015 (the “Notes”) of the Issuers;

WHEREAS, the Issuer has entered into a Lock-Up and Support Agreement, dated as of December 1, 2008 (the “Lock-Up Agreement”), regarding a proposed restructuring of the indebtedness and equity of the Issuer with (i) certain beneficial owners (or investment managers, agents, affiliates, advisors or other authorized representatives for the beneficial owners) of the Notes, and (ii) the equity owners of the Issuer and their affiliates party thereto;

WHEREAS, pursuant to the Lock-Up Agreement, the Issuers have launched an exchange offer and consent solicitation, and the Issuers have offered to exchange any and all of the outstanding Notes upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated January 13, 2009 and Letter of Transmittal and Consent, each as may be amended, supplemented or modified (the “Exchange Offer and Consent Solicitation”);

WHEREAS, Section 8.02 of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend certain provisions of the Indenture, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding; provided, however, that an amendment to Section 4.19 of the Indenture requires the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes then outstanding;

WHEREAS, the Exchange Offer and Consent Solicitation is conditioned upon, among other things, the proposed amendments to the Indenture set forth herein (the “Proposed Amendments”) having been approved by the requisite percentage of the aggregate principal amount of all outstanding Notes, with this Supplemental Indenture becoming effective immediately prior to the closing of the Exchange Offer and Consent Solicitation with respect to the Indenture upon the acceptance for exchange of Notes representing at least 95% of the total principal amount of the outstanding Notes pursuant to the Exchange Offer and Consent Solicitation, which condition may be waived in certain circumstances (the “Acceptance”);

WHEREAS, the Issuers have received and delivered to the Trustee the requisite consents to effect the Proposed Amendments under the Indenture;

WHEREAS, the Issuers and Guarantors have been authorized by a resolution of their Board of Directors or other applicable governing body to enter into this Supplemental Indenture and the Trustee has received an Officers’ Certificate and Opinion of Counsel pursuant to Section 8.06 of the Indenture; and

WHEREAS, all other acts and proceedings required by law, by the Indenture and the organizational documents of the Issuers and Guarantors to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been duly done and performed.

NOW THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuers, the Guarantors and the Trustee hereby agree as follows:

1.1       Amendment of Section 4.02 .  Section 4.02 of the Indenture is hereby deleted in its entirety and is replaced with the following:  “[intentionally omitted]”.

1.2       Amendment of Section 4.03 .  Section 4.03 of the Indenture is hereby deleted in its entirety and is replaced with the following:  “[intentionally omitted]”.

1.3       Amendment of Section 4.05 .  Section 4.05 of the Indenture is hereby deleted in its entirety and is replaced with the following:  “[intentionally omitted]”.

1.4       Amendment of Section 4.06 .  Section 4.06 of the Indenture is hereby deleted in its entirety and is replaced with the following:  “[intentionally omitted]”.

1.5       Amendment of Section 4.08 .  Section 4.08 of the Indenture is hereby deleted in its entirety and is replaced with the following:  “[intentionally omitted]”.

1.6       Amendment of Section 4.09 .  Section 4.09 of the Indenture is hereby deleted in its entirety and is replaced with the following: