THIS INSTRUMENT CONTAINS AN ARBITRATION PROVISION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, §15~480-10, S.C.

CODE OF LAWS, 1976. AS AMENDED. . STATE OF SOUTH CAROLINA COUNTY OF DORCHESTER

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AGREEMENT

THIS AGREEMENT, hereinafter the "Agreement", is made and entered into this __ day of , 2006, by and between King's Grant Homeowners

Association, Inc., a non-profit homeowners association, hereinafter the "Association", and KG Golf Acquisition, LLC, A South Carolina Limited Liability Company, hereinafter "KG Acquisition". WHEREAS, KG Acquisition is the fee simple owner of certain real property, together with improvements thereon, measuring approximately 177.013 acres, more or less, having TMS 17100-00-047, generally known as King's Grant Country Club, Golf Course, Tennis Courts and Swimming Pool, hereinafter the "Subject Property"; and WHEREAS, KG Acquisition has proposed to develop a portion of the Subject Property as set forth on the attached "bubble drawing" marked Exhibit "A" and incorporated herein, hereinafter the "Development. Property", to include not more than eighty (80) single family residential lots; and WHEREAS, the Subject Property is subject to certain Covenants and Restrictions as set forth in the Office of the Clerk of Court, RMC andlor Register of Deeds for Dorchester County, South Carolina including, but not limited to, those certain Covenants and Restrictions recorded in Book 179, at Page 113, Book 206, at Page 42, Book 214, at Page 46, Book 219, at Page 410, Book 220, at Page 157, Book 289, at Page 168, Book 519, at Page 148, Book 531, at Page 122, Book 576, at Page 784 and Book 1564, at Page 208, as well as any subsequent amendments lawfully adopted or to be adopted, hereinafter collectively the "Covenants and Restrictions"; and

WHEREAS, the Covenants and Restrictions may be amended at any time and from time to time by an Agreement signed by at least fifty-one percent (51%) or more of the property owners whose lots are within King's Grant on the Ashley Subdivision, Dorchester County, South Carolina hereinafter "King's Grant Subdivision" and the then owners of the Country Club properties and common areas within King's Grant; and WHEREAS, KG Acquisition has proposed that the terms and conditions of the proposed residential development be presented to the property owners whose lots are within King's Grant Subdivision for a vote to determine whether the Covenants and Restrictions should be

amended to allow KG Acquisition to develop the Development Property as more specifically set forth below. NOW, THEREFORE, in consideration of the sum of Ten and NollOO ($10.00) Dollars, and other good and valuable consideration, the receipt and sufficiency of which is

acknowledged by the Association and KG Acquisition, it is agreed that the Covenants and Restrictions be amended to allow KG Acquisition to develop the Development Property as more specifically set forth below. ONE: In accordance with a written fee agreement previously executed between the

Association and KG Acquisition, hereinafter the "fee agreement", which fee agreement is expressly incorporated herein, KG Acquisition shall pay to the Association all attorneys' fees and expenses incurred by the Association incident to the negotiation of this Agreement and submission of same to the property owners in King's Grant Subdivision for a vote, such attorneys' fees and expenses not to exceed the total sum of $50,000.00. In this regard, it is expressly understood that such fees and

expenses relate back to any services performed or expenses incurred by any of the attorneys for the Association incident to negotiations with KG Acquisition as to the proposed residential development

of the Development

Property. Payment of any such attorneys'

fees and expenses shall be made by

KG Acquisition to the Association within thirty (30) days from the date of receipt by KG Acquisition of detailed billing records showing the services performed amount charged for such services. by the Association's is approved attorneys and the by fifty-one (51%)

In the event this Agreement

percent or more of the property owners in King's Grant Subdivision, already paid by KG Acquisition to the Association for attorneys'

then any of the $50,000.00 not fees and expenses in accordance fees and expenses deemed

with the terms hereof shall be paid to the Association incurred by the Association

to help defray attorneys'

prior to any such negotiations

and for any other expenses

appropriate

by the Association's

Board of Directors. Any such payment differential In the event this Agreement in King's Grant Subdivision,

shall be paid in

full within thirty (30) days of such approval. one (51 %) or more of the property nonetheless remain obligated owners

is not approved by fiftyKG Acquisition shall

in accordance

with the fee agreement

to pay all attorneys'

fees and

expenses of the Association

not to exceed $50,000.00

incident to the negotiation and submission of

this Agreement to the property owners; TWO: If this Agreement is approved by fifty-one (51%) percent or more of the property KG Acquisition shall also pay to the Association an additional

owners in King's Grant Subdivision, sum of $150,000.00 Grant Subdivision.

to be utilized by the Association

in its sole discretion for the benefit of King's of the sum of $150,000.00 in is

Payment from KG Acquisition to the Association

accordance with the terms hereof shall occur within thirty (30) days from the date this Agreement approved by fifty-one percent (51 %) or more of the property owners in King's Grant Subdivision; THREE: residential KG Acquisition

shall be permitted to develop not more than eighty (80) single family Property. Except for these lots, no other development Notwithstanding shall

lots upon the Development Property.

occur upon the Development

the foregoing, prior to the commencement

of any such development activities, KG Acquisition shall secure any and all licenses, authorizations, approvals andlor penn its as may be required from local, state andlor federal authorities having jurisdiction over such development matters, as well as secure such payment and performance bonds as may be required by the City of North Charleston and/or Dorchester County; FOUR: Once all necessary licenses, authorizations, approvals, penn its and/or payment and

performance bonds have been secured by KG Acquisition from all local, state and/or federal authorities having jurisdiction over such development matters, KG Acquisition shall, prior to offering any residential lots for sale, grant unto each property owner in King's Grant Subdivision a thirty (30) day exclusive option to purchase any of the said residential lots for a price not greater than that which KG Acquisition would offer to any other interested purchaser, together with nonnaI closing costs and no real estate commission. Notice of such exclusive option to purchase and a list of sales prices as to all such lots shall be given to all property owners in King's Grant Subdivision via United States Mail, postage pre-paid, at the last known address of such property owner as indicated on the tax records for Dorchester County. The thirty (30) day exclusive option to purchase period shall begin to run on the day all such notices are mailed as aforementioned to each property owner in King's Grant Subdivision via United States mail, postage pre-paid. Property owners who desire to exercise such option shall do so in writing within the thirty (30) day option period. The exercise of such option by any property owner shall occur on a "first come, first service" basis. Closing shall occur within ninety (90) day from the date the option is exercised by the property owner, time being of the essence. FIVE: The Development Property shall be made expressly subject to the Covenants and Prior to the commencement of any development

Restrictions as amended by the tenus hereof.

activities, KG Acquisition shall cause the existing mortgage holder(s) and any other lien holders to

subordinate their respective lien interests in the Subject Property to the Covenants and Restrictions so that the Covenants and Restrictions as amended by the terms hereof have priority over all such liens. Further, any improvements, alterations or changes to the Development Property (including, but not limited to, the construction of single-family residences upon each of the eighty (80) lots) shall be made in accordance with the Architectural Review Process set forth in Section 1 of the Covenants and Restrictions to include such architectural rules, regulations and/or guidelines as shall then be in effect; SIX: All residential homes andlor other improvements, alterations or changes to the Subject

Property as described herein, including the Development Property, shall be completed in accordance with industry standards and applicable local, state andlor federal laws, regulations, ordinances and building codes. No vinyl siding whatsoever shall be utilized on any proposed home or other

improvements to be located upon the Subject Property. Further, no privacy fencing whatsoever shall be permitted upon the Development Property. Any proposed fencing upon any portion of the Subject Property, including the Development Property, must first be approved by the Architectural Review Committee for the Association, provided, however, no such fencing shall exceed six feet (6') in height and must be constructed of wrought iron, steel or aluminum material. No fence shall be

permitted upon any lot located upon the Development Property between the street right-of-way and the nearest point of the front of the residence constructed upon such lot; SEVEN: The proposed residential development to be located upon the Development Property

shall be a part of King's Grant Subdivision and shall be identified as "King's Grant on the Ashley" and shall not be called by any other name. Regime fees and lor homeowner's assessments shall be paid to the Association for each residential lot located upon the Development Property in accordance with the Covenants and Restrictions as amended by the terms hereof, such fees andlor assessments to

commence on the date the subdivision plat creating any such lots is duly recorded in the Office of the Register of Deeds for Dorchester County. Regime fees and/or assessments shall be consistent with the fees and assessments imposed against all other lots in King's Grant on the Ashley Subdivision. Any increases in such fees and/or assessments shall be made in accordance with the Covenants and Restrictions as amended by the terms hereof. Any plats, marketing materials, advertisements or other documents prepared by, or on behalf of, KG Acquisition relative to the proposed residential development of the Development Property shall reflect the development as part of King's Grant Subdivision and shall identify the name of the development as "King's Grant on the Ashley"; EIGHT: KG Acquisition shall, at its sole cost and expense, provide for the use and enjoyment

of the Association and its members not less than three (3) regulation size asphalt surface tennis courts, a swimming pool having the same size, dimensions and depths as the existing pool, together with bath and toilet facilities, a children's play area with sprinklers and a wading area, a "striped" asphalt surface parking lot for not less than fifty (50) motor vehicles adjacent to the club house and a club house with not less than 3,200 square feet of heated and cooled space to be utilized by the Association and its members in accordance with a membership plan to be mutually agreed upon between KG Acquisition and the Board of Directors for the Association. Notwithstanding the

foregoing, it is expressly agreed that the Association shall have the right to utilize the club house at no cost whatsoever, exclusive of the restaurant area provided the Association shall be responsible for any cleanup of trash arising from such use. Property owners in King's Grant Subdivision who desire to lease the club house shall pay to KG Acquisition such rental amount as shall be mutually agreed upon between KG Acquisition and such property owner, provided, however, such rental amount shall be consistent with rent charged by other clubs within a five (5) mile radius of King's Grant Subdivision for similar rental space, and further, all such property owners shall receive a twenty

(20%) percent discount from the agreed upon rental rate for the use of the clubhouse, not including the restaurant. The plans and specifications for such tennis courts, swimming pool, bath and toilet facilities, children's area, parking lot, and club house must first be approved in writing by the Board of Directors for the Association prior to any construction, reconstruction, rebuilding, refurbishing and/or renovation of same, which approval shall not be unreasonably withheld. The Board of

Directors of the Association shall have a period of thirty (30) days from the receipt by the Association's President of a complete set of all plans and specifications pertaining to such tennis courts, swimming pool, bath and toilet facilities, children's area, parking lot, and clubhouse within which to approve or disapprove any such improvements. Any approval or disapproval shall be in writing. In the event the Board of Directors is not provided a complete set of all plans and

specifications pertaining to any such improvements, the Board shall promptly notify KG Acquisition in writing as to what further documentation is required. The thirty (30) day period within which to approve or disapprove shall not commence until the requested documentation is delivered to the Association's President. Failure by the Board of Directors to approve or disapprove any such

improvement within thirty (30) days after a complete set of the plans and specifications have been delivered to the Association's President shall be deemed an approval as required by the terms hereof. In the event any part of the plans or specifications are disapproved, the Board shall set forth the grounds for such disapproval. Such tennis courts, swimming pool with bath and toilet facilities,

children's area, parking lot, and club house shall be fully completed and available for use by the Association and its membership not later than May 1, 2007. In the event KG Acquisition is unable, thru no fault of its own or its members, agents, contractors and/or subcontractors, to complete and make available for use by the Association and its membership the tennis courts, swimming pool with bath and toilet facilities, children's area, parking lot and clubhouse not later than May 1, 2007, KG

Acquisition shall, not later than April 1, 2007, request from the Association's Board of Directors a reasonable extension within which to complete any such improvements settings forth in writing the grounds for such extension and the exact date when such improvements shall be completed and available for use by the Association and its membership. Any proposed extension must be approved in writing by the Association's Board of Directors, such approval not be unreasonably withheld. KG Acquisition shall be solely responsible for all start-up costs and expenses associated with the tennis courts, swimming pool with hath and toilet facilities, children's area, parking lot and club house described herein. All such tennis courts, swimming pool, bath and toilet facilities, children's area, parking lot and club house shall he constructed, reconstructed, rebuilt, refurbished or renovated in accordance with all applicable. local, state and federal laws, regulations, ordinances and building codes and shall be maintained in good condition and working order by KG Acquisition at its sole expense in accordance with industry standards and applicable health and building codes at all times. In the event KG Acquisition ever determines to sell or lease the tennis courts, swimming pool with bath and toilet facilities, children's area, parking lot, or club house, the Association shall have an exclusive option to purchase or lease, whichever the case shall be, all or any of these amenities at fair market value as determined by an independent MAl appraiser mutually agreed upon between KG Acquisition and the Association , the cost of which shall be paid by KG Acquisition. In the event KG Acquisition and the Association are unable to mutually agree upon an independent MAl appraiser, the Clerk of Court for Dorchester County shall select the appraiser. The Board of

Directors for the Association shall he provided not less than ninety (90) days prior written notice via United States mail, postage pre-paid, of KG Acquisition's intent to sell or lease any of such amenities. The Association shall have not less than six (6) months nor more than one (1) year from the date the MAl appraisal is received by the Board of Directors within which to purchase (not more

than three (3) months if the Association chooses to lease) any or all of such facilities in accordance with such exclusive option to purchase or lease, whichever the case shall be, time being of the essence. In addition to the foregoing, any proposed lease of any portion of the tennis courts,

swimming pool, children's area, parking lot or club house must first be approved in writing by the Board of Directors of the Association, which approval shall not be unreasonably withheld; The existing club house shall be reconstructed, renovated, rebuilt or refurbished by KG Acquisition at its sole cost and expense provided, however, any such reconstruction, renovation, rebuilding or refurbishment shall first be approved in writing by the Board of Directors of the Association refurbishment. prior to the commencement of any reconstruction, renovation, rebuilding or

Any reconstruction, renovation, rebuilding or refurbishment of the club house shall

be completed not later than May I, 2007 subject, however, to the extension provisions set forth in Paragraph Eight (8) above and shall be maintained by KG Acquisition at its sole expense in good condition and working order in accordance with industry standards and applicable health and

building codes at all times. Notwithstanding the foregoing, one (1) floor level of the club house may be utilized as a restaurant open to the general public provided, however, the remaining floor of the club house shall have sufficient space to accommodate dance lessons, card games, community meetings, teen functions, parties and/or other affairs promoted by the Association and/or its members. The club house, once reconstructed, renovated, rebuilt or refurbished, shall be available for use by property owners in King's Grant Subdivision for weddings, anniversaries, parties and/or other similar functions at a price mutually agreed upon between KG Acquisition and such property owner provided, however, such rental amount shall be consistent with rent charged by other clubs within a five (5) mile radius of King's Grant Subdivision for similar rental space, and further, shall be available for rental by persons not property owners in King's Grant Subdivision provided,

however, any such rental does not interfere with events and/or promotions already scheduled by the Association and/or property owners in King's Grant Subdivision; TEN: The remaining portion of the Subject Property not designated as the Development Property in

the attached Exhibit "A" shall be set aside by KG Acquisition as "open space" and shall not be subject to any development whatsoever except as hereinafter specifically set forth. KG Acquisition shalJ, by execution of a document to be recorded in the Office of the Register of Deeds for Dorchester County, South Carolina place a restrictive covenant as approved in advance and in writing by the Board of Directors for the Association on all such acreage designated as "open space' expressly prohibiting any development whatsoever except as hereinafter set forth, which approval shall not be unreasonably withheld. The Association shall have a period of thirty (30) days from the date the proposed restrictive covenant is delivered to the Association's President within which to approve or disapprove same. Any approval or disapproval shall be in writing. In the event the Board of Directors fails to approve or disapprove the proposed restrictive covenant within such thirty (30) day period, the restrictive covenant shall be deemed approved as required by the terms hereof. In the event any part of the proposed restrictive covenant is disapproved, the Board of Directors shall set forth the grounds for such disapproval. Such restrictive covenant prohibiting any development upon the "open space" shall be recorded in the Register's Office for Dorchester County by KG Acquisition prior to any development and/or improvements, alterations or changes to the Development Property. Moreover, such restrictive covenant and the terms of this Agreement, which shall be incorporated into the Amendment allowing development of the Development Property, shall have priority over any mortgages, judgments, liens, assessments, easements and/or other encumbrances attaching to the Subject Property. Such "open space" shall be lawfully subdivided from the Development Property and shall have a separate Tax Map Number as assigned by Dorchester County authorities. KG

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Acquisition shall be required to maintain the "open space" area at its sole cost and expense in accordance with industry standards including, but not limited to, cutting the grass and trimming the trees and shrubs. KG Acquisition shall also remove all debris and other trash from the "open space" area not less than once per month and, in the event of a function at the shelter, within forty-eight (48) hours after the function. In the event KG Acquisition fails to maintain the "open space" area as required by the terms hereof, the Association may enter upon such "open space" area to perform such maintenance, the cost of which shall be paid by KG Acquisition. In the event KG Acquisition ever determines to sell such "open space" area, the Association shall have an exclusive option to purchase such "open space" area at fair market value as determined by an independent appraiser mutually agreed upon between KG Acquisition and the Association, the cost of which shall be paid by KG Acquisition. In the event KG Acquisition and the Association are unable to mutually agree upon an independent appraiser, the Clerk of Court for Dorchester County shall select the appraiser. The

Board of Directors for the Association shall be provided not less than ninety (90) days prior written notice via United States mail, postage prepaid, of KG Acquisition's intent to sell such "open space" area. The Association shall have not less than six (6) months or more than one (1) year from the date the appraisal is received by the Board of Directors within which to purchase the "open space" area in accordance with such exclusive option to purchase, time being of the essence.

ELEVEN:

KG Acquisition shall, at its sole cost and expense, construct within the "open space"

area as determined by the Association's Board of Directors a regulation size full-length basketball court, at least two (2) multi-purpose fields measuring 120 yards long x 60 yards wide each, hiker/biker trails, an open shelter not less than 1,950 square feet in size, consisting of a shed with a roof, concrete or treated lumber floor, electricity, lighting, overhead fans, running water, separate male and female restrooms and a picnic area to accommodate at least fifty (50) people, including at

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least ten (10) large trash containers and at least ten (10) full-size picnic tables scattered throughout the "open space", all of which shall be available for use only by members of the Association and/or their invited guests, respectively, at no charge whatsoever. Members using the facilities shall be

required to cleanup and deposit trash or other debris into the trash containers. Any such basketball court, multi-purpose fields, shelter, restrooms, hiker/biker trails, and/or picnic area, including the location thereof, shall first receive the written approval of the Board of Directors of the Association, which approval shall not be unreasonably withheld. The Board of Directors of the Association shall have a period of thirty (30) days from the receipt by the Association's President of a complete set of all plans and specifications pertaining to such basketball court, multi-purpose fields, shelter with restrooms, hikerlbiker trails and picnic area, within which to approve or disapprove any such improvements. Any approval or disapproval shall be in writing. In the event the Board of Directors is not provided a complete set of all plans and specifications pertaining to any such improvement, the Board shall promptly notify KG Acquisition in writing as to what further documentation is required. The thirty (30) day period within which to approve or disapprove shall not commence until the requested documentation is delivered to the Association's President. Failure by the Board of

Directors to approve or disapprove any such improvement within thirty (30) days after a complete set of the plans and specifications have been delivered to the Association's President shall be deemed an approval as required by the terms hereof. In the event any part of the plans or specifications are disapproved, the Board shall set forth the grounds for such disapproval. Any such basketball court, multi-purpose fields, shelter with restrooms, hikerlbiker trails, and picnic area shall be completed in accordance with industry standards and aIt applicable building codes not later than May 1,2007. In the event KG Acquisition is unable, through no fault of its own or its members, agents, contractors andlor subcontractors, to complete and make available for use by the Association and its members

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the basketball court, multi-purpose fields, shelter with restrooms, hikerlbiker trails, and picnic area not later than May I, 2007, KG Acquisition shall, not later than April 1, 2007, request from the Association's Board of Directors a reasonable extension within which to complete any such

improvements setting forth in writing the ground for such extension and the exact date when such improvements shall be completed and available for use by the Association and its membership. Any proposed extension must be approved in writing by the Association's Board of Directors, such approval not to be unreasonably withheld. The basketball court, multi-purpose fields, shelter with restrooms, hikerlbiker trails, and picnic area shall further be maintained in good condition by KG Acquisition at its sole cost and expense in accordance with industry standards and applicable health and building codes at all times including, but not limited to, cutting the grass and trimming the trees and shrubs. KG Acquisition shall also remove all debris and other trash not less than once per month and, in the event of a function at the shelter, within forty-eight (48) hours after the function. In the event KG Acquisition fails to maintain the aforementioned basketball court, multi-purpose fields, shelter with restrooms, hikerlbiker trails, and picnic area as required by the terms hereof, the Association may enter upon such "open space" area to perform such maintenance, the cost of which shall be paid by KG Acquisition. KG Acquisition shall also be required to maintain in good repair at its sole cost and expense all existing golf cart paths located upon the "open space" area; TWELVE: The swimming pool with bath and toilet facilities, children's area and tennis courts

shall be completed by KG Acquisition in accordance with the terms hereinabove set forth not later than May 1, 2007 subject, however, to the extension provisions set forth in Paragraph Eight (8) above. The tennis courts shall be available for use by members of the Association year round. The swimming pool and children's area shall be available for use by members of the Association of and from May 1 thru September 30 of each year commencing May 1, 2007. Members of the Association

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shall be able to utilize such swimming pool with bath and toilet facilities and children's area for an annual family membership of $250.00. Members of the Association shall also be able to utilize such tennis courts for an annual family membership fee of $150.00 plus $10.00 per hour court time or, alternatively, at the rate of $20.00 per hour court time in the event no annual family membership is secured. No other fees or charges shall be required of members of the Association for the use of the swimming pools andlor tennis courts, respectively. KG Acquisition may determine to increase such membership fees andlor hourly rates yearly beginning in the year 2008, provided, however, such fees andlor rates shall be comparable to other similar pools and tennis courts within a five (5) mile radius of King's Grant Subdivision; THIRTEEN: KG Acquisition shall, on or before May 1,2007, provide at least twenty (20) crushed

gravel surface boat andlor trailer parking spaces at least fifteen (l51) feet long by eight (81) feet wide upon a portion of the "open space" area immediately adjacent to the existing marina owned by the Association to be utilized by the Association and its members at no cost whatsoever. All such

additional boat andlor trailer parking spaces shall first be approved in writing by the Board of Directors of the Association, which approval shall not be unreasonably withheld. The Board of Directors of the Association shall have a period of thirty (30) days from the receipt by the Association's President of a complete set of all plans and specifications pertaining to such boat andlor trailer parking spaces within which to approve or disapprove any such improvements. Any approval or disapproval shall be in writing. In the event the Board of Directors is not provided a complete set of all plans and specifications pertaining to any such improvement, the Board shall promptly notify KG Acquisition in writing as to what further documentation is required. The thirty (30) day period within which to approve or disapprove shall not commence until the requested documentation is delivered to the Association's President. Failure by the Board of Directors to

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approve or disapprove any such improvement within thirty (30) days after a complete set of the plans and specifications have been delivered to the Association's President shall be deemed an approval as required by the terms hereof. In the event any part of the plans or specifications are disapproved, the Board shall set forth the grounds for such disapproval. KG Acquisition further agrees to maintain at its sole cost and expense such additional parking in a good and clean condition and in accordance with industry standards and applicable building codes at all times. Finally, KG Acquisition shall grant unto the Association an easement, which shall be recorded in the Register's Office for Dorchester County, for purposes of allowing the Association and its Members to utilize such additional parking spaces. FOURTEEN: This Agreement shall be binding upon KG Acquisition, its lessees, members,

successors, assigns, mortgagees and subsequent grantees; FIFTEEN: KG Acquisition agrees that in the event its development plans as set forth herein are

approved by fifty-one (51%) percent or more of the property owners whose lots are within King's Grant Subdivision, a written Amendment of the Covenants and Restrictions, which shall incorporate all terms of this Agreement, shall be prepared and recorded in the Register's Office for Dorchester County as hereinafter set forth. KG Acquisition shall utilize its best efforts to incorporate this

Agreement into a Consent Order to be approved and adopted as the Order of the United States Bankruptcy Court in Case Number 05-05781 ~JW. KG Acquisition acknowledges and agrees that any amendment of the Covenants and Restrictions in accordance with the terms of this Agreement shall not be recorded in the public records for Dorchester County unless and until KG Acquisition has first recorded a restrictive covenant attaching to the "open space" area, secured all approvals andlor consents of the Association as are required in accordance with the terms of this Agreement, satisfied all of its duties, obligations and responsibilities regarding the construction, reconstruction, renovation

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andlor refurbishment of the tennis courts; swimming pool with bath and toilet facilities, children's area, parking lot, clubhouse, additional parking spaces for marina, improvements to "open space" area as set forth in Paragraph Twelve hereof, and made all monetary payments to the Association as set forth in Paragraphs One and Two hereof; SIXTEEN: In the event KG Acquisition's development plans as set forth herein are not approved

by fifty-one (51%) percent or more of the property owners whose lots are within King's Grant Subdivision, this Agreement shall be void and of no force and effect and shall be without prejudice to KG Acquisition or the Association as relates to the abovementioned bankruptcy action, provided, however, KG Acquisition shall nonetheless be required to pay attorneys' fees and expenses to the Association in accordance with the fee agreement; SEVENTEEN: Within five (5) days of the date this Agreement is duly executed by KG

Acquisition, KG Acquisition shall disclose in writing to the Association the identity of any owners, investors, financiers, contractors, lenders, lien holders or other parties having any interest in the proposed development of any portion of the Subject Property, as well as provide to the Association a copy of any organizational or operational documents, together with all amendments, as to any entity having any interest whatsoever in the proposed development of any portion of the Subject Property ; EIGHTEEN: If the Association deems any default to have occurred under this Agreement on the

part of KG Acquisition, the Association shall provide written notice of default to KG Acquisition specifying the default in question; and KG Acquisition shall have thirty (30) days after the receipt of such notice to cure the subject default; provided, however, that if the default in question reasonably requires more than thirty (30) days to cure, the cure period shall be reasonably extended to permit KG Acquisition to complete the cure so long as efforts are commenced during the thirty (30) day period to cure and such efforts are continued with reasonable diligence to conclusion. If any such

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default by KG Acquisition continues after the applicable grace period, the Association may pursue all remedies available at law or in equity including an injunction prohibiting any further development activities whatsoever until KG Acquisition fully cures its default, as well as an award of attorney's fees and costs; NINETEEN: If a dispute, controversy or claim (whether based upon contract, tort, statute, common

law or otherwise) (collectively a "Dispute") arises from or relates directly or indirectly to this Agreement, and if the Dispute cannot be settled through direct discussion, the parties shall first endeavor to resolve the Dispute by participating in a mediation conducted in accordance with the Commercial Mediation Rules formulated by the American Arbitration Association (the "AAA") before resorting to arbitration. Any such mediation shall occur within thirty (30) days of such

dispute, controversy or claim. Thereafter, any unresolved Dispute shall be settled by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration proceedings shall be conducted in Charleston, South Carolina before one or more neutral arbitrators to be selected by the parties and shall occur within thirty (30) days after mediation has concluded. All arbitrators shall be members of the Bar of the State of South Carolina. All

arbitrators will be compensated at their regular hourly rates for all services rendered. The prevailing party shall be entitled to an award of all reasonable out-of-pocket costs and expenses (including attorneys' and arbitrators' fees) related to the arbitration proceedings. Pending any award of such costs, all fees related to mediation and arbitration shall be borne equally by the Association and KG Acquisition, with each party to bear its own legal fees;

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TWENTY:

KG Acquisition and the Association shall be required to timely execute and deliver to

the Association any and all documents as may be reasonably necessary to duly effectuate the terms of this Agreement; TWENTY-ONE: TIME IS OF THE ESSENCE as to all duties, obligations, requirements and

responsibilities of KG Acquisition in accordance with the terms of this Agreement; TWENTY-TWO: KG Acquisition and the Association acknowledge and agree that this

Agreement shall be governed and construed in accordance with the laws of the State of South Carolina; TWENTY-THREE: KG Acquisition acknowledges and agrees that no joint venture, partnership,

or similar relationship exists between it and the Association as to the proposed development of the Development Property and that nothing contained herein shall be construed so as to create any such relationship; TWENTY-FOUR: This Agreement shall be duly executed by KG Acquisition prior to any vote

by the property owners in King's Grant Subdivision to determine whether the Covenants and Restrictions should be amended, however, this Agreement shall not be duly executed by the Association until this Agreement has been approved by fifty-one (51%) percent or more of the property owners in King's Grant Subdivision; TWENTY -FIVE: Upon receipt of approval of this Agreement by fifty-one (51%) percent or

more of the property owners in King's Grant, the Association shall enter into an Amendment to the Covenants and Restrictions allowing development of the Development Property in accordance with the tenus of this Agreement. This Agreement shall be expressly incorporated into the Amendment and the Amendment shall have priority over all mortgages, liens, and other encumbrances attaching to the Development Property; .

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TWENTY-SIX:

Notwithstanding the foregoing, KG Acquisition acknowledges and agrees to

utilize its best efforts to maximize the overall size of the "open space" area so as to increase the size of the "open space" area and provide as much buffer between the Development Property and the existing residences in King's Grant Subdivision, as well as keep the Board of Directors of the Association fully apprised as to its efforts to maximize such "open space" area; and TWENTY-SEVEN: That TMS # 171-02-04-001, formerly Lot 1, Block 11, Section 2, King's

Grant on the Ashley, Dorchester County, South Carolina, presently the site of two (2) tennis courts, shall be utilized by KG Acquisition as a single residential lot only. KG Acquisition shall promptly cause such lot to be made subject to the Covenants and Restrictions. Further, such lot shall not be subdivided or otherwise reconfigured. Witness our hands and seals this Summerville, South Carolina. KING'S GRANT HOMEOWNERS ASSOCIATION, INC. day of -" 2006, at

By: Lynn Whitner Its President

KG GOLF ACQUISITION, LLC

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THIS INSTRUMENT CONTAINS AN ARBITRATION PROVISION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, §15-480-10, S.C. CODE OF LAWS. 1976, AS AMENDED. STATE OF SOUTH CAROLINA COUNTY OF DORCHESTER )
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AMENDMENT OF RESTRICTIONS KING'S GRANT ON THE ASHLEY

THIS AMENDMENT OF RESTRICTIONS (this "Amendment") is made and entered into this __ day of , 2006, by and between KG Golf Acquisition, LLC, A South Carolina Limited Liability .Company (herein, collectively with its successors, assigns andlor subsequent grantees, being referred to as the "Company"), King's Grant Homeowners Association, Inc., a non-profit corporation (the "Association") and those owners of real property in King's Grant on the Ashley Subdivision who have each executed Consents to Amendment of Restrictions and authorized execution of this Amendment by the President and Secretary of the Association (the "Consenting Homeowners"). BACKGROUND The parties desire to amend those certain Covenants and Restrictions for King's Grant on the Ashley Subdivision (the "Subdivision") referenced in Exhibit "A" hereof (the "Restrictions") in accordance with an Agreement between the parties (as defined below), which has been approved by the Company and the Consenting Homeowners; and The Amendment has been requested by the Association, the Consenting Homeowners and Company, which owns the real property described in Exhibit "B" hereof (the "Subject Property"). NOW THEREFORE, the Company, the Homeowners do hereby amend the Restrictions as follows: 1. Association and the Consenting

Agreement. This Amendment is intended to permit development of not more than eighty (80) single-family residential lots upon a portion of the Subject Property as described in the attached "bubble drawing" marked Exhibit "C" and incorporated herein as contemplated by the Agreement between the Company and the Association so long as the Company timely satisfies all of its duties, obligations, requirements and responsibilities as set forth in the Agreement. After execution, the Agreement shall be retained with the records of the Association and shall be available for inspection by any party upon reasonable notice. The terms of the Agreement. which is attached hereto as Exhibit "D", are incorporated into this Amendment by reference as if set forth verbatim. Association Actions. The Consenting Homeowners authorize and direct the Association to execute and record this Amendment. execute and deliver the Agreement and exercise all powers and enforce all provisions of this Amendment and the Agreement for the benefit of all the owners of real property in King's Grant on the Ashley Subdivision (the "Homeowners") without further direction or authorization from the Homeowners. All actions of the Association related directly or indirectly to this Amendment or the Agreement shall be undertaken by the Association's officers based upon the directions of the Board of Directors of the Association, which shall act for the Homeowners.

2.

.3.

Dispute Resolution. All disputes as defined in paragraph Nineteen of the Agreement attached hereto as Exhibit "D" shall be resolved between the Company and the Association on behalf of the Homeowners utilizing the Alternate Dispute Resolution provision set forth in the Agreement and any such resolution shall be binding on all Homeowners. All Homeowners, the Association and the Company, its successors, assigns and subsequent grantees shall be bound by such resolution of all Disputes. Continued Effectiveness. Except as modified here, the Restrictions shall remain in full force and effect. Executed to be effective as of the Witnesses: ,2006. THE ASSOCIATION: King's Grant Homeowners' Association

4.

By:

Its:
THE COMPANY:

KG Acquisition, LLC By:

Its:

By: Its:

Lynn Whitner, President, and

Christine Greenleaf, Secretary of the Association, for the Consenting Homeowners, whose names and addresses are hereafter listed and who have each executed a Consent to Amendment of Restrictions (the "Consent to Amendment of Restrictions"), copies of which are on file in the offices of the Association.

Names and Address of All Consenting Homeowners:

EXHIBIT" A" Description of Covenants and Restrictions These certain Covenants and Restrictions recorded in the public records for Dorchester County, South Carolina in Book 179, at Page 113, Book 206, at Page 42, Book 214, at Page 46, Book 219, at Page 410, Book 220, at Page 157, Book 289, at Page 168, Book 519, at Page 148, Book 531, at Page 122, Book 576, at Page 784 and Book 1564, at Page 208, as well as any subsequent amendments lawfully adopted or to be adopted. EXIDBIT "B" Description of Real Property Owned by Company All that certain 177.013 acres, more or less, shown as Tract IV on Boundary Survey of King's Grant Golf Course, dated February, 1976, prepared by C. Roger Jenning, SCRLS No. 2960 in Book 23, at Page 4, having TMS # 171-00-00-047.

EXHIBIT "C" Development Property ___ See attached "Bubble Drawing" marked Exhibit "C" and incorporated herein.

EXHIBIT "D" ___ See attached Agreement marked Exhibit "D" and incorporated herein.

CONSENT FORM KING'S GRANT ON THE ASHLEY CONSENT TO AMENDMENT OF RESTRICTIONS

AND
GRANT OF SPECIAL LIMITED POWER OF ATTORNEY The undersigned, being Homeowners in the above referenced Subdivision, do hereby execute this instrument to evidence their consent to the Amendment of Restrictions dated _______ , 2006 (the "Amendment") and the Agreement dated _ __ , 2006, copies of which have been provided to the undersigned and do hereby appoint the duly elected President and Secretary of King's Grant Homeowners Association, Inc., as the undersigned's special limited attorney-in-fact, for the sole purpose of executing the Amendment on the undersigned's behalf and in our names and direct that our special limited attorney-in-fact so execute the Amendment to evidence our consent and agreement to the Amendment. King's Grant Address: Homeowner:

Telephone No: . Email:

Printed Name: --------Date of Execution: -----"

2006

---------Spouse:

Mailing address if different from above:

Printed Name: ---------Date of Execution: ---,2006

BOTH HUSBAND AND WIFE SHOULD EXECUTE UNLESS HOME IN ONLY ONE NAME. AFTER EXECUTION, PLEASE MAIL OR DELIVER THIS CONSENT TO LYNN WHITNER, PRESIDENT OF KING'S GRANT HOMEOWNERS ASSOCIATION, INC. AT 106 BEACON HILL LANE, SUMMERVILLE, SOUTH CAROLINA, 29485 IN THE ATTACHED ENVELOPE NOT LATER THAN NOVEMBER 20, 2006. YOU CAN ALSO CALL LYNN AT (843) 297-1809 AND THE CONSENT WILL BE PICKED UP AND DELIVERED TO LYNN WHITNER.