11.0% SENIOR SUBORDINATED NOTE DUE 2015

Exhibit 4.2

THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES.  ASHTON WOODS USA L.L.C. WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO ASHTON WOODS USA L.L.C., 1405 OLD ALABAMA ROAD, SUITE 200, ROSWELL, GA 30076, ATTN:  CHIEF FINANCIAL OFFICER.

ANY GLOBAL NOTE AUTHENTICATED AND DELIVERED HEREUNDER SHALL BEAR A LEGEND (WHICH WOULD BE IN ADDITION TO ANY OTHER LEGENDS REQUIRED IN THE CASE OF A RESTRICTED NOTE) IN SUBSTANTIALLY THE FOLLOWING FORM:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY.  THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) (“ DTC ”) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IT REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CUSIP  045086 AC9

ASHTON WOODS USA L.L.C.

ASHTON WOODS FINANCE CO.

11.0% SENIOR SUBORDINATED NOTE DUE 2015

ASHTON WOODS USA L.L.C., a Nevada limited liability company (the “ Issuer ”), and ASHTON WOODS FINANCE CO., a Delaware corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of $               dollars on June 30, 2015.

Interest Payment Dates:  June 30 and December 30, commencing June 30, 2012.

Record Dates:  June 15 and December 15.

Reference is made to the further provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Issuers have caused this Note to be signed manually or by facsimile by its duly authorized officers.

This is one of the 11.0% Senior Subordinated Notes due 2015 referred to in the within-mentioned Indenture.

Dated:

[Rule 144A Note Signature Page]

ASHTON WOODS USA L.L.C.

ASHTON WOODS FINANCE CO.

11.0% SENIOR SUBORDINATED NOTE DUE 2015

1.            Interest .  ASHTON WOODS USA L.L.C., a Nevada limited liability company (the “ Issuer ”), and ASHTON WOODS FINANCE CO., a Delaware corporation (the “ Co-Issuer ” and, together with the Issuer, the “ Issuers ”), promises to pay, until the principal hereof is paid or made available for payment, interest on the principal amount set forth on the face hereof at a rate of 11.0% per annum, commencing on the third anniversary of February 23, 2009 (the “ Issue Date ”).  No interest will accrue during the period from the Issue Date until February 23, 2012.  Interest hereon will accrue from and including the most recent date to which interest has been paid or, if no interest has been paid, from and including February 23, 2012 to but excluding the date on which interest is paid.  Interest shall be payable in arrears on each June 30 and December 30, commencing June 30, 2012 )(each an “ Interest Payment Date ”).  Interest will be computed on the basis of a 360-day year of twelve 30-day months.  For the period commencing on the third anniversary of the Issue Date until and including the first interest payment date of June 30, 2012, interest shall be required to be paid in cash only to the extent that the Consolidated Fixed Charge Coverage Ratio, as defined in the Indenture and calculated assuming the payment of such interest in cash, exceeds 1.75 to 1.00.  If the Consolidated Fixed Charge Coverage Ratio calculated as stated above does not exceed 1.75 to 1.00, the first interest payment may, at the Issuers’ option, be paid in kind (a “ PIK Payment ”) based on an annual rate of 13.05% for such one interest payment period only.  If the Issuers determine to exercise their option to make a PIK Payment, by notice to the Trustee the principal amount of this Note shall be increased by an amount equal to the amount of interest, accruing at an annual rate of 13.05% due on the first Interest Payment Date on the principal amount of this Note (rounded up to the nearest $1.00).  From and after the date of any such increase in the principal amount of this Note as a result of a PIK Payment, this Note will bear interest on such increased principal amount from and after the date of such PIK Payment.  The Issuers shall pay interest on overdue principal and on overdue interest (to the full extent permitted by law) at a rate of 11.0% per annum.

2.            Method of Payment .  The Issuers will pay interest hereon (except defaulted interest) to the Persons who are registered Holders at the close of business on June 15 or December 15 next preceding the interest payment date (whether or not a Business Day).  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Issuers will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts or by making a PIK Payment to the extent provided above.  Interest may be paid by check mailed to the Holder entitled thereto at the address indicated on the register maintained by the Registrar for the Notes.

3.            Paying Agent and Registrar .  Initially, U.S. Bank National Association (the “ Trustee ”) will act as a Paying Agent and Registrar.  The Issuers may change any Paying Agent or Registrar without notice.  Neither of the Issuers nor any of their Affiliates may act as Paying Agent or Registrar.

4.            Indenture and Subordination .  The Issuers issued the Notes under an Indenture dated as of February 23, 2009 (the “ Indenture ”) among the Issuers, the Guarantors (as defined in the Indenture) and the Trustee.  This is one of an issue of Notes of the Issuers issued, or to be issued, under the Indenture.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended from time to time (the “ Act ”).  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of them.  The payment of the Notes will, to the extent set forth in the Indenture, rank pari passu with any 9.5% senior subordinated notes not exchanged in the Exchange Offer and be subordinated in right of payment to the prior payment in full in cash or cash equivalents of all Senior Debt.  Capitalized and certain other terms used herein and not otherwise defined have the meanings set forth in the Indenture.

5.            Optional Redemption . (a)  The Issuer, at its option, may redeem the Notes at any time or from time to time, in whole or in part, (a) until the fifth anniversary of the date of Issue Date at a redemption price equal to 111% of the principal amount to be redeemed together  with accrued and unpaid interest thereon, if any, to and excluding the Redemption Date, (b) after the fifth anniversary through the sixth anniversary of the Issue Date at a redemption price equal to 105.5% of the principal amount to be redeemed, together with accrued and unpaid interest thereon, if any, to and excluding the Redemption Date, and (c) thereafter 100% of the principal amount to be redeemed, together with accrued and unpaid interest thereon, if any, to and excluding the Redemption Date.

 In the event of a redemption of fewer than all of the Notes, the Trustee shall select the Notes to be redeemed in compliance with the requirements of the principal national securities exchange, if any, while such Notes are listed or, if such Notes are not then listed on a nationa