Amendment"), The Corrected Declaration and First Amendment are referred to hereinafter collectively as the "Master Declaration"; and

gmvar'i" rrn ~,.,~1'),1' OF rhcenlli. NON-lN~V.1ED When recorded, return to: OFFICIAL RECORDS OF MARICOPA COUNTV RECORDER HELEN PURCELL 21131172545 98/26/2193 19t63 31113-6-3-3-- E LECTRONIC RECOROINQ Chuparosa Associates, LLC Ross Brown Partners, Inc. 2999 N. 44th Street, #200 Phoenix, A2 85018 ATIN: G. Blomquist Z, 1:~ CO ll:? CERTIFICATE OF SECOND AMENDMENT TO THE CORRECTED DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE VILLAGES AT QUEEN CREEK HOMEOWNERS ASSOCIATION THIS CERTIFICATE OF SECOND AMENDMENT TO THE CORRECTED DECLARATION OF COVENANTS, CONDmONS AND RESTRICTIONS FOR lhe VILLAG~T QUEEN CREEK HOMEOWNERS ASSOCIATION ("Certificate") is made this '1 day of ~, 1r!.A.T, 2003, by the undersigned on behalf of The Villages at Queen Creek omeowners Association, me., an Arizona non-profit corporation (the "Master Association"). WHEREAS, Chuparosa Associates, LLC, a Delaware limited liability company ("Declarant"), previously caused to be executed that certain Declaration of Covenants, Conditons and Restrictions for The Villages at Queen Creek Homeowners Association, Inc., recorded in the official records of Maricopa County, Arizona, as Document No. 2001-0718554 (the "Initial Declaration"); and WHEREAS, the Initial Declaration was amended, superseded and replaced by that certain Corrected Declaration of Covenants, Conditions and Restrictions for The Villages at Queen Creek Homeowners Association, Inc., recorded in the official records of Maricopa County, Arizona, as Document No. 2001-0899398 (the "Corrected Declaration"); and WHEREAS, the Corrected Delcaration was amended by that certain First Amendment to Corrected Declaration of Covenants, Conditions and Restrictions for The Villages at Queen Creek Homeowners Association, Inc., recorded in the official records of Maricopa County, Arizona, as Document No. 2002-0300407 (the "First Amendment"), The Corrected Declaration and First Amendment are referred to hereinafter collectively as the "Master Declaration"; and WHEREAS, pursuant to Section 12.3 of the Master Declaration, the Master 1

Declaration may be amended at any time (i) by the affirmative vote or written consent of Owners of not less than two-thirds (2/3) of the votes entitled to be cast by members of the Master Association, and (ii) so long as Dedarant owns any Lot or any part of the Additional Property subject to the Master Declaration, with the written approval of Declarant, NOW, THEREFORE, the undersigned hereby certifies that Owners of at least two-thirds (2/3) of the votes entitled to be cast by members of the Master Association voted by written consent in lieu of a meeting to amend the Master Declaration by deleting in its entirety Section 2.2 of the Master Declaration. FURTHER, by its attached signed consent, Declarant hereby consents to the foregoing amendment of the Master Declaration. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date indicated above. The Villages at Queen Creek Homeowners Associati, Inc., an Arizona non-profit corporation STATE OF ARIZONA t"' f'\ The foregoing instrument was acknowledged before me this r day of in.u...c=~u-""s'-'±:2'-' 003, by M. Joe Bayer, the President of The Villages at Queen Creek HOmi!:iwners Association, Inc., an Arizona non-profit corporation, on behalf of the corporation. 10~J,.~ QFflCl~LSEAL ooni\ L LITTLETON N01AAY PUBIJC ARIZOtlA MARICQPACOU~O 2005 MY Comm, El!lliM ()(:!. " ' 2

STATE OF ARIZONA The f~egoing instrument was acknowledged before me this J t" day of ~..., 2003, by Wilford Farnsworth, III, the Secretary of The Villages at Queen creef ifomeowners Association, Inc., an Arizona non-profit corporation, on behalf of the corporation. ~ 1 _[_.._~~,., th~d.~~=...;_;;;2._ <>I!'ICIAL SE"AL DONA L. LITTLETON NOlAIW PUfJUC AlllZON/\ MA~ICOPA COUNTY Mv Comm. Expires Oct 20, 200:> 3

CONSENT The undersigned, as "Dedarant", hereby consents to the foregoing amendment of the Master Declaration. Chuparosa Associates, L.L.C., a Delaware limited liability company By: MainSpring Capital II, L.L.C., an Arizona limited liability company (formerly known as PDC Associates, L.L.C.), a Member By: MainSpring Capital, L.L.C., an Arizona limited liabili company (forme n as F vestments, L.,III STATE OF ARIZONA ti..-- The foregoing instnunent was acknowledged before me this Lday of Al.Y.W'lr-. 2003, by Wilford Farnsworth, ill, as a Member of MainSpring Capital II, Lu'.:: an Arizona limited liability company, as a Member of Chuparosa Associates, LLC, a Delaware limited liability company, on ~h~f thereof..ill-..._.fv-...~-m!.,;t.=_.<;,.<),;:::..1!~= =- Notary public 4

STATE OF ARIZONA, The foregoing instrument was acknowedged before me this J day of ~i- 2003, by Gerald Blomquist, as a Member of MainSpring Captial, LLC, an Ariz a limited liability company, as a Member of Chuparosa Associates, LLC, a Delaware limited liablity company, on behalf thereof. Jf)([}-y.,_, ~. ~ -ti... 5 ------------------- ----