THESE AMENDMENTS TO THE BY-LAWS OF THE CYPRESS LANDING MASTER HOMEOWNERS ASSOCIATION, INC. are dated for purposes of reference only this 1st day of November, 2005, and are submitted for recording by the CYPRESS LANDING MASTER HOMEOWNERS ASSOCIATION, INC., on behalf of the owners of all lots and properties encumbered and protected by the Protective Covenants for Cypress Landing recorded in Book 998, Page 2, et seq., Beaufort County Registry, as amended (the "Protective Covenants"), All capitalized terms used herein and not defined herein shall have the meaning given to such terms in the Protective Covenants.

RECITALS:

1. The By-Laws of the Cypress Landing Master Homeowners Association, Inc., referred to therein as the Cypress Landing Homeowners Association, Inc., (the "Association") are recorded in Book 998, Page 47, et seq., Beaufort County Registry (the "By-Laws"), The By-Laws provide for the governance of the Association.

2. Article VIII of the By-Laws provides that the By-Laws may be amended in the same manner as the Protective Covenants, which require the approval of the owners of sixty seven percent (67%) of the Lots and Living Units subject to the Protective Covenants.

3. In August, 2005, the proposed amendments to the By-Laws more fully described herein were submitted to, and approved by, the owners of more than sixty-seven percent (67%) of the Lots and Living Units subject to the Protective Covenants. The approval is on record with the Association. No approval by the Declarant was required.

4. The Association desires to make the amendments to the By-Laws a matter of record, effective and binding upon the owners of Lots and Living Units in Cypress Landing.

NOW, THEREFORE,

AMENDMENTS:

1. The By-Laws of the Association are hereby amended as follows:

a. Article 2, Section 1, of toe By-Laws is hereby amended by deleting the third sentence thereof as follows:

"With the exception of any directors selected by Declarant as more fully set out in Section 2 of this Article II, no more than one (1) director shall be selected from any one Community (as defined in the Covenants), unless there are at time of any election fewer Communities than there are Directors selected by the members of the Association, in which case each Community shall have selected there from a minimum of one (1) director."

b. Article II, Section 2, is hereby amended by deleting the second clause following the semi-colon in the fifth sentence thereof and substituting in lieu thereof the following:

"each year thereafter, a nominating committee selected by the Board of Directors of the Association shall nominate at least an equal number of candidates as there are directors to be elected."

c. Article IV is hereby amended by adding a new Section 4 as follows:

"Section 4. Disposition of Amenities. With the approval of the Board of Directors and the owners of sixty-seven percent (67%) of the lots and living units subject to the Covenants, to sell, lease, exchange or otherwise dispose of any amenity of the Association."

2. The foregoing amendments shall be effective upon recording in the Office of the Register of Deeds of Beaufort County, North Carolina.

3. Except as modified and amended hereby and by any amendments previously recorded in the Beaufort County Registry, the By-Laws shall remain in mil force and effect.

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