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                                                                    Exhibit 10.8


                    AGREEMENT OF LIMITED LIABILITY COMPANY OF
                           ASHTON WOODS MORTGAGE, LLC


This Agreement of Limited Liability Company (the "Agreement"), is entered into
September 23, 200? and between Wells Fargo Ventures, LLC, with its principal
place of business at 1 Home Campus, Des Moines, Iowa 50328-0001, ("Wells Fargo
Member") and Ashton Woods USA, LLC, with its principal place of business at 1405
Old Alabama Road, Suite 120, Roswell, GA 30076, ("Marketing Member") who do
hereby form the limited liability company agreement of Ashton Woods Mortgage,
LLC (the "Company"), pursuant to the Delaware Limited Liability Company Act,
upon the following terms and conditions:

                                    ARTICLE I
                       Definitions and Glossary of Terms

Section 1.1 Definitions. The following terms used in the Agreement shall have
(unless otherwise expressly provided herein or unless the context otherwise
requires) the following respective meanings:

"Accountants" means KPMG, LLP, or such other certified public accountants as the
Operating Committee may select,

"Act" shall mean the Delaware Limited Liability Company Act, 6 Del. C. Section
18-101 through Section 18-1107, as amended from time to time.

"Affiliate" means any person or entity that directly or indirectly, through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the person or entity specified.

"Agreement" shall mean this
Agreement of Limited Liability Company of Ashton Woods Mortgage, LLC.

"Budget" means the budget established annually pursuant to Section 8.3.

"Capital Account" means, with respect to any Unit Holder, the account maintained
for such Unit Holder in accordance with the provisions of Section 4.1 hereof.

"Capital Contribution" shall mean any contribution to the capital of the Company
in cash or property by a Member whenever made.

"Certificate" means the Certificate of Formation of the Company and any and all
amendments thereto and restatements thereof filed on behalf of the Company with
the office of the Secretary of State of the State of Delaware pursuant to the
Delaware Act.

"Closing Date" shall mean the date of execution of this Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended. Any reference
to any specific provision of the Code or any regulations thereunder shall be
deemed to refer also to any successor provisions thereto.

"Company" shall mean Ashton Woods Mortgage, LLC, the Delaware limited liability
company governed by this Agreement.

"Company Distributions" shall mean cash or property which is distributed
pursuant to Section 5.3 or Section 11.7 of this Agreement.

"Company Expenses" shall mean all expenditures and costs paid out by the Company
in the course of the conduct of its business.


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"Company Revenues" shall mean all receipts from operations and use of assets
received by the Company and all other income, receipts, or gain received by the
Company in the course of the conduct of its business.

"Fiscal Year" means (i) the period commencing upon the formation of the Company
and ending on December 31, of the year of formation, (ii) any subsequent twelve
(12) month period commencing on January 1 and ending on December 31, or (iii)
any portion of the period described in Clause (ii) of this sentence for which
the Company is required to allocate Profits, Losses and other items of company
income, gain, loss or deduction pursuant to Article V hereof.

"Intercompany Net Cash Balance" means the net of the Company's funds on deposit
with Wells Fargo and any amounts owed by the Company to Wells Fargo excluding
advances by Wells Fargo pursuant to Section 8.8.

"Interest" shall mean the personal property ownership right of a Member in the
Company and shall entitle such Member to an allocation of Company Revenues and
Company Expenses pursuant to Article V of the Agreement and to a share of the
Company Distributions pursuant to Article V of the Agreement. Each Member's
Interest is evidenced by and composed of the Units owned by that Member, and
such allocation and share of Company Revenues, Company Expenses, and Company
Distributions shall be determined based upon the number of Units owned by such
Member.

"Loan Policies" shall mean those policies, standards and procedures of Wells
Fargo, as amended from time to time, relating to residential mortgage loan
origination by Retail Offices including the All-Office Memos, Loan Production
Memos, Product Catalogs, Conventional Loan Standards Manual, VA Handbook, FHA
Underwriting Manual, Compliance Manual, Disclosure Manual, Code of Ethics,
Ncyclopedia and other communications with their terminology adjusted to apply
to the Company rather than to Retail Offices.

"Losses" shall mean the taxable loss of the Company as determined for federal
income tax purposes under Code section 703(a) including items separately stated
pursuant to section 703(a)(1).

"Managing Officer" means the individual responsible for the day to day operation
of the Company.

"Marketing Member" means Ashton Woods USA, LLC, a Nevada limited liability
company.

"Member" shall mean a person who has been admitted to the Company as a member as
provided in the Agreement and section 18-301 of the Act.

"Net Cash Available" means cash on deposit or cash equivalents which includes
the Intercompany Net Cash Balance less amounts required to maintain minimum
regulatory net worth requirements (in excess of other Company assets if
otherwise insufficient, or if cash is required) and less such other amounts the
Operating Committee may determine are required to be set aside in reserve to
fund future operating and capital expenditures.

"Operating Committee" means the Operating Committee of the Company, constituted
as provided in Section 6.1.

"Person" includes any individual, association, partnership (general or limited),
joint venture, trust, estate, limited liability company, corporation or
partnership, or other legal entity or organization.

"Profits" shall mean the taxable income of the Company as determined for federal
income tax purposes under Code section 703(a) including items separately stated
pursuant to section 703(a)(1).

"Retail Offices" means Wells Fargo's wholly-owned loan production offices in
operation from time to time,

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"Termination Date" means the earliest to occur of a Section 11.3 Termination
Date, a Section 11.4 Termination Date, a Section 11.5 Termination Date, a
Section 11.6(b) Termination Date or a Section 11.6(c) Termination Date.

"Units" with respect to any Member, shall mean the ownership interests of the
particular Member which quantify the share of that particular Member in the
right, privilege, or interest being addressed.

"Unit Holder" means any person who holds one (1) or more Units, regardless of
whether such Person is a Member and regardless of whether such Units were
initially acquired by such Person from the Company or by assignment from another
Unit Holder.

"Wells Fargo" shall mean Wells Fargo Home Mortgage, Inc., a California
corporation.


                                   ARTICLE II
                      Formation, Name and Registered Agent

Section 2.1 Formation. Wells Fargo Member and Marketing Member, by execution of
this Agreement and the filing of the Certificate with the Delaware Secretary of
State, hereby enter into and form the Company as a limited liability company
under and pursuant to the Delaware Act. The name and mailing address of each
Member or Unit Holder shall be listed on the Schedule of Capital Contributions
attached hereto as Exhibit A. The Company shall be required to update the names
and addresses on the Schedule of Capital Contributions from time to time as
necessary to accurately reflect the information set forth therein. Any amendment
or revision to the names and addresses on the Schedule of Capital Contributions
made in accordance with this Agreement shall be deemed a supplement to and not
an amendment of this Agreement. Any reference in this Agreement to the Schedule
of Capital Contributions shall be deemed to be a reference to the Schedule of
Capital Contributions as supplemented and in effect from time to time. The
Members agree that the rights, powers, duties and liabilities of the Members and
Managing Officer shall be as provided in the Delaware Act, except as otherwise
provided in this Agreement.

Section 2.2 Name and Registered Agent. The name of the Company is Ashton Woods
Mortgage, LLC. Its registered agent is Corporation Service Company or such other
agent as the Members may hereafter determine.

                                   ARTICLE III
                                Business Purpose

Section 3.1 Character of the Business. The purpose of the Company shall be to
carry on the business of residential mortgage lending, to engage in all legal
activities related thereto or in furtherance thereof and to engage in such other
activities as the Operating Committee shall determine from time to time.

Section 3.2 Other Qualifications. The Members agree that the Company shall file
or record such documents and take such other actions under the laws of any
jurisdiction as are necessary or desirable to permit the Company to do business
in any such jurisdiction as is selected by the Company and to promote the
limitation of liability for the Members in any such jurisdiction.

Section 3.3 Prohibited Activities. The Company shall not participate in any
activity that violates the Real Estate Settlement Procedures Act of 1974 or any
other law or regulation. The Company shall not engage in any prohibited
activities for a national bank or its subsidiaries and shall obtain any required
regulatory approvals for a national bank subsidiary before commencing any
activity. As an indirect subsidiary of a national bank, the Company consents to
supervision and examination by the Office of the Comptroller of the Currency.



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Section 3.4 Limitations on Other Activities.

         (a) Except as provided in this section, this Agreement shall not be
deemed to restrict in any way the freedom of either Member or any Affiliate to
conduct any business or activity whatsoever, including, but not limited to, the
acquisition, leasing, operation, management, syndication, brokerage,
development, improvement and exploitation of real property, investment therein
or financing thereof.

         (b) While it is a Member, Marketing Member shall not, nor shall it
suffer or permit any of its Affiliates, other than the Company, to engage in the
residential mortgage lending business, directly or indirectly, either by
themselves or through a joint venture or any other similar arrangement with any
other party that would permit Marketing Member or any of its Affiliates to
engage or participate in such residential mortgage lending business.

         (c) During the term of this Agreement and for one (1) year following
the Termination Date, Marketing Member and its Affiliates will not, directly or
indirectly, hire any employees of the Company or of Wells Fargo or solicit any
employees of the Company or of Wells Fargo for the purpose of hiring or inducing
them to leave their employment with the Company or Wells Fargo. Upon dissolution
of the Company, employees of the Company and Wells Fargo for purposes of this
subsection shall include anyone who was employed by the Company or Wells Fargo
during the six (6) months prior to the Termination Date. The restrictions of
this subsection shall survive termination of this Agreement.

         (d) Neither Member shall be accountable to Company or to the other
Member for any activity or business permitted under this Article 3 except for
the business of Company. Neither Member shall have any right by virtue of this
Agreement or by their status as a Member to be apprised of the independent
business or activities of the other Member, nor to be allowed to participate
therein or to the income or profits derived therefrom. Neither Member shall be
required to devote full time to Company, but only so much time as may be
necessary to accomplish the purposes of Company and the duties specifically set
forth in any agreements related to Company,

Section 3.5 Transactions Involving the Members.

         (a) The Marketing Member shall cooperate with and actively promote the
Company and the Company's loan products to its customers consistent with all
applicable legal requirements. Ail aspects of the Company's marketing efforts
shall be subject to the approval of the Operating Committee, including but not
limited to cost, approach, target audience, frequency, etc.

         (b) [Reserved.]

         (c) Except as may be expressly provided for in this Agreement or in any
agreements executed between Company and any Member or as approved by the
Operating Committee, no payment will be made by Company to any Member for the
services of such Member or the employees of such Member.

         (d) Marketing Member and its Affiliates shall provide Wells Fargo with
the same access to its offices as it provides to any other mortgage lender
(other than Company).

         (e) Within 45 days of the end of each calendar year or as soon
thereafter as it becomes available, Marketing Member shall provide Company with
the number and location of Marketing Member's offices. On a monthly basis within
a reasonable time after the information is available, Marketing Member shall
provide Company with the market share, transaction volume in a dollar amount and
the number of transactions for Marketing Members previous month.

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                                   ARTICLE IV
                                Capital Accounts

Section 4.1 Capital Accounts. A separate Capital Account shall be maintained for
each Member of the Company. Each Member's Capital Contributions and its share of
all Company Revenues shall be credited to its Capital Account and each Member's
share of all costs, expenses, losses and Distributions {including return of
capital) of the Company shall be debited to its Capital Account, all as
allocated under this Agreement. Each Member's initial Capital Contribution, as
reflected on Exhibit A, is due and payable upon execution of this Agreement. Any
subsequent Capital Contribution pursuant to Section 8.8 shall be due and payable
within 15 days of receipt of notice of the need for the additional Capital
Contribution.

Section 4.2 Units. A Unit Holder's limited liability company interest in the
Company shall be represented by the "Unit" or "Units" held by such Unit Holder,
Each Unit Holder's respective Units shall be set forth on the Schedule of
Capital Contributions attached hereto, as supplement from time to time. Each
Unit Holder hereby agrees that its limited liability company interest in the
Company and its Units shall for all purposes be personal property. A Unit Holder
shall have no interest in specific Company property.

Section 4.3 Status of Capital Contributions.

         (a) A Unit Holder's Capital Contributions may be returned to it, in
whole or in part, at any time, but only (i) with the consent of all Members or
(ii) pursuant to a dissolution of the Company in accordance with Section 11.7.
Any such returns of Capital Contributions shall be made to all Unit Holders in
proportion to the number of Units then held by each Unit Holder. No Member shall
have priority over any other Member either as to the return of its Capital
Contribution or as to profits or distributions except as specifically set forth
in this Agreement. Notwithstanding the foregoing, no return of a Unit Holder's
Capital Contributions shall be made hereunder if such distribution would violate
applicable state law. Under circumstances requiring a return of any Capital
Contribution, no Unit Holder shall have the right to demand or receive property
other than cash, except as may be specifically provided in this Agreement.

         (b) Except as provided in Section 8.8 and by applicable law, the
Members shall be liable only to make their Capital Contributions pursuant to
Section 4.1 hereof, and no Member or Assignee shall be required to lend any
funds to the Company or, after a Member's obligations to make its Capital
Contributions pursuant to Section 4.1 hereof shall have been satisfied in full,
to make any additional Capital Contributions to the Company. No Unit Holder
shall have any personal liability for the repayment of any Capital Contribution
of any other Member or Assignee.


                                    ARTICLE V
              Allocation of Revenues, Expenses, Profits and Losses

Section 5.1 Company Revenues and Expenses. All Company Revenues and Company
Expenses shall be utilized to determine Profits and Losses.


Section 5.2 Allocation of Items for Federal Income Tax Purposes. To the extent
permitted by law, all items of Company taxable income, gain, loss, credit, and
deduction recognized or allowable for Federal income tax purposes shall be
allocated and credited or charged to the Members in the same manner as the
revenues, income, receipts, costs, or expenses giving rise to such items of
taxable income, gain, loss, credit, or deduction are allocated and credited or
charged. Any Member allocated and charged a particular cost or expense shall be
entitled to such deductions or credits as are attributable to such cost or
expense in computing such Member's taxable income or tax liability to the
exclusion of any other Member. Upon the sale or other transfer of any asset of
the Company, any recapture of depreciation deductions or other deductions
previously taken shall be allocated to the Member to whom such deductions were
originally allocated, and any recapture of investment tax credit shall be
allocated to the Member to whom such credit was originally allocated.

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Section 5.3 Distribution of Cash. All Company Distributions shall be made among
the Members in proportion to their respective Units. Cash of the Company which,
in the judgment of the Members, is not required to meet obligations of the
Company nor reasonably necessary for future Company operations shall be
distributed not less frequently than quarterly to the Members in proportion to
their respective Units, not later than forty-five (45) days after the end of
each quarterly period with respect to which such distribution is being made.

Section 5.4 Allocation of Profits. After giving effect to the special
allocations provided in Section 5.6 hereof, Profits for any fiscal year shall be
allocated to the Members as follows:

         (a) First, to the Members until the aggregate Profits allocated to the
Members for such fiscal year and all previous fiscal years pursuant to this
Section 5.4(a) are equal to the aggregate Losses allocated to the Members
pursuant to Section 5.5 hereof for all previous fiscal years. The Profits
allocated to the Members pursuant to this Section 5.4(a) shall be allocated
among them in proportion to the respective amounts of aggregate Losses allocated
to each Member under Section 5.5 hereof for all previous fiscal years.

         (b) Thereafter, all remaining Profits shall be allocated to the Members
pro rata in proportion to their respective Units.

Section 5.5 Allocation of Losses. After giving effect to the special allocations
provided in Section 5.6, Losses for any fiscal year shall be allocated to the
Members that have sufficient basis in their membership interests to enable them
to deduct the Losses. Any remaining Losses shall then be allocated to the
Members pro rata in proportion to their respective Units.

Section 5.6 Special Allocations.

         (a) Regulatory Allocations. The provisions of the final and temporary
Treasury Regulations promulgated under Code Section 704(b) relating to the
qualified income offset, minimum gain chargeback, minimum gain chargeback with
respect to nonrecourse debt, the allocation of nonrecourse deductions and the
allocation of items of deduction, loss or expenditure relating to nonrecourse
debt are hereby incorporated by this reference and shall be applied to the
allocation of Company items of income, gain, loss or deduction in the manner
provided in such Treasury Regulations. However, the Members do not intend that
the "deficit restoration obligation" described in Section 1.704-1(b)(2)(ii)(c)
of the Treasury Regulations or any successor provision thereto be incorporated
into this Agreement. For purposes of this Section 5.6(a), nonrecourse
deductions shall be allocated among the Members in proportion to their
respective Units.

         (b) Curative Allocations. In the event that items of income, gain, loss
or deduction are allocated to one or more Members pursuant to Section 5.6(a)
above, subsequent items of income, gain, loss or deduction will first be
allocated (subject to the provisions of Section 5.6(a)) to the Members in a
manner designed to result in each Member having a Capital Account balance equal
to what it would have been had the original allocation of Profits or Losses or
items thereof pursuant to Sections 5.6(a) not occurred.

Section 5.7 Tax Allocations; Code Section 704(c).

         (a) Contributed Property. In accordance with Code Section 704(c) and
the Treasury Regulations thereunder, income, gain, loss and deduction with
respect to any property contributed to the capital of the Company shall, solely
for tax purposes, be allocated among the Members so as to take account of any
variation between the adjusted basis of such property to the Company for federal
income tax purposes and its fair market value at the time of its contribution to
the Company.

         (b) Revalued Property. Allocations of income, gain, loss and deduction
with respect to any asset revalued in accordance with Treasury Regulations under
Code Section 704 shall take account of any

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variation between the adjusted basis of such asset for federal income tax
purposes and its fair market value in the same manner as under Code Section
704{c) and the Treasury Regulations thereunder and as required by Treasury
Regulation Section 1.704-1(b)(2)(iv)(g).

         (c) Allocation Solely for Tax Purposes. Any elections or other
decisions relating to allocations described in subsections (a) or (b) of this
Section 5.7 shall be made by the Members in any manner that reasonably reflects
the purposes and intention of this Agreement. Allocations pursuant to this
Section 5.7 are solely for purposes of federal, state and local taxes and shall
not affect, nor in any way be taken into account in computing any Member's
Capital Account or share of Profits, Losses or other items or distributions
pursuant to any provision of this Agreement.

Section 5.8 Other Allocation Rules.

         (a) For purposes of determining the Profits, Losses, or any other items
allocable to any period, Profits, Losses, and any such other items shall be
determined by the Members using any permissible method under Code Section 706
and the Treasury Regulations thereunder.

         (b) Except as otherwise provided in this Agreement, all items of
Company income, gain, loss, deduction, and any other allocations not otherwise
provided for shall be divided among the Members in the same proportions as they
share Profits or Losses, as the case may be, for the year.

         (c) Except as otherwise provided in this Agreement, all items of
income, gain, loss or deduction for federal income tax purposes shall be
allocated to the Members in the same manner as the corresponding book
allocations of such items as provided in this Article V.

         (d) Upon (1) the admission of any new Member to the Company; (2) the
liquidation of a Member's Interest in the Company; (3) the making of any
additional Capital Contributions or partial withdrawals by a Member which
changes a Member's relative Interest (other than a de minimus amount) in the
Company; and immediately before liquidation of the Company, all the property of
the Company shall be revalued at its fair market value, and the Members' Capital
Accounts shall be adjusted to reflect the manner in which the unrealized income,
gain, loss or deduction inherent in such property (that has not been reflected
in adjustments to the Members' Capital Accounts previously) would be allocated
among Members if the property were sold at its fair market value on the
valuation date.

Section 5.9 Consistent Tax Reporting. Each Member hereby agrees, for state and
federal income tax purposes, to report its respective share of Company items of
income, gain, loss, deduction or credit in a manner consistent with the tax
treatment adopted by the Company.

Section 5.10 Tax Warranties. Each Member agrees that no other Member has made
any representations or warranties as to the treatment or characterization, for
federal income tax purposes, of the contributions, distributions, or allocations
hereof, except as provided for herein. Each Member understands that Company
taxation and the transactions contemplated by this Agreement involve complex
issues of federal income taxation and each Member has been advised to and has
had the opportunity to obtain competent independent tax counsel with respect to
this Agreement and the transactions contemplated hereby.

Section 5.11 Tax Elections. All elections by the Company for federal income tax
or other tax purposes shall be made by the unanimous agreement of the Members.

Section 5.12 Tax Matters Member.

         (a) Wells Fargo Member shall serve as the "Tax Matters Member" of the
Company under the Code. Each Member, by the execution of this Agreement,
consents to such designation of the Tax Matters Member and agrees to execute,
certify, acknowledge, deliver, swear to, file and record at the appropriate
public offices such documents as may be necessary or appropriate to evidence
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Wells Fargo Member shall take such action as may be necessary to cause every
Member to become a notice partner within the meaning of Code Section 6223.

         (b) The Tax Matters Member shall be indemnified and reimbursed for all
expenses, including legal and accounting fees, claims, liabilities, losses and
damages incurred in connection with its serving in that capacity.
Notwithstanding the preceding sentence, the Tax Matters Member shall not be
entitled to indemnification for such costs and expenses if such Member has not
acted in good faith.


                                   ARTICLE VI
                           Management of the Company

Section 6.1 General. The overall management and control of the business and
affairs of the Company shall be vested in the Operating Committee consisting of
four individuals, with each Member appointing two (2) individuals to the
Operating Committee. The Company may have a Managing Officer appointed by the
Operating Committee. The Managing Officer of the Company shall not be appointed
to the Operating Committee. The number of individuals on the Operating Committee
may be reset by the Operating Committee from time to time, provided that each
Member shall appoint an equal number of individuals to the Operating Committee.
Each Member may remove and replace the individuals appointed by it at any time
and for any reason. Any vacancy on the Operating Committee shall be filled by
the Member that had appointed the individual to the position that has become
vacant.

Section 6.2 Operating Committee Procedures. Except where herein expressly
provided to the contrary, all decisions with respect to the management and
control of the Company shall be made and agreed to by the Operating Committee
and shall be binding on the Company. All decisions made by the Operating
Committee shall be unanimous, shall be documented in writing by an individual
designated by the Operating Committee and shall be promptly sent to each
individual on the Operating Committee. A quorum of the Operating Committee shall
consist of one individual from each Member. Action may be taken by the Operating
Committee by telephone conference, by meeting in person, by written action in
lieu of a meeting or in such other manner approved by all Members.

Section 6.3 Loan Policies. The Company expressly adopts the Loan Policies
effective on the Closing Date as provided to the Company by Wells Fargo. Any
updates to the Loan Policies issued by Wells Fargo shall automatically be
adopted by the Company unless the Operating Committee expressly decides not to
adopt a particular policy. Any employee who violates the Loan Policies shall be
subject to termination unless the Operating Committee expressly decides not to
terminate the employee.

Section 6.4 Major Decisions. No act shall be taken or funds expended or
obligation incurred by the Company, any individual on the Operating Committee,
or the Managing Officer with respect to a matter within the scope of any of the
major decisions ("Major Decisions") affecting the Company, as defined below,
unless such Major Decision has been approved by the members. A decision shall be
a Major Decision if it satisfies one of the following:

         (a) Decisions relating to the selection, evaluation, retention and
compensation of the Managing Officer or any other executive officers of the
Company as may be appointed by the Operating Committee;

         (b) Decisions regarding new business ventures and material deviations
by the Company from the Loan Policies in effect from time to time;

         (c) Decisions relating to the hiring policy, compensation, terms of
employment or termination of non-clerical or non-support staff employees of the
Company;

         (d) Decisions relating to matters involving transactions, expenditures,
commitments or other contractual obligations (or groups of similar transactions
or such other events) in an amount in excess of
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                                       8
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$5,000 except transactions to originate, fund and sell residential real estate
mortgage loans that are in the day-to-day course of the Company's business;

         (e) Decisions relating to obtaining any financing for the Company
pursuant to Section 8.8;

         (f) Decisions relating to the terms, conditions, limits and deductions
of any risk financing program in addition to the program provided by Wells Fargo
or its Affiliate pursuant to the Service Agreement referenced under Section 6.8;

         (g) Decisions related to establishing or maintaining cash, cash
equivalents or reserves for the Company;

         (h) Decisions relating to amendment or termination of the Service
Agreement referenced under Section 6.8 and obtaining a substitute service
provider upon termination of such Service Agreements; and

         (i) Any other decision or action referred to the Operating Committee by
an individual on the Operating Committee which by any provision of this
Agreement or by law is required to be approved by the Operating Committee.

Section 6.5 Managing Officer. The Managing Officer shall be responsible for the
implementation of the decisions of the Operating Committee and for conducting
the ordinary and usual day-to-day business and affairs of the Company, as
limited by this Agreement. The Managing Officer of the Company, shall in good
faith use his or her best efforts to implement or cause to be implemented all
Major Decisions approved by the Operating Committee and to conduct or cause to
be conducted the ordinary and usual business of the Company in accordance with
and subject to the direction of the Operating Committee and the Loan Policies
and in accordance with the business plan and current Budget approved by the
Members. The Managing Officer may, except as otherwise determined by the
Operating Committee, delegate in writing to other officers, employees or agents
of the Company matters for which the Managing Officer may be responsible in
accordance with this section, but the Managing Officer shall continue to be
responsible for such matters. The initial and successor managing officers are
listed on the Schedule of Initial and Successor Managing Officers.

Section 6.6 FHA Matters. Section 6.6 shall be limited in application solely to
any and all matters involving the Federal Housing Administration {"FHA") of the
United States Department of Housing and Urban Development and FHA-insured loans.
In the event of any conflict between the provisions set forth in this Section
and any other provision of this Agreement, the provisions set forth in this
Section will take precedence over all other provisions of this Agreement with
respect to all FHA matters. The Managing Officer is designated to deal
exclusively with FHA in all aspects of the FHA mortgage insurance program,
including, without limitation, the making of applications for mortgage insurance
claims and collecting the benefits of mortgage insurance for the Company. The
Managing Officer is hereby appointed as the managing agent (the "Managing
Agent") of the Company with respect to FHA matters. The Operating Committee
may choose a person other than the Managing Officer as Managing Agent on the
condition that there will at any time be one and only one Managing Agent with
which FHA deals exclusively. Any such substitute person shall have the rights
and responsibilities of the Managing Officer as Managing Agent under this
Section. If (a) the Managing Agent resigns or (b) another Managing Agent is
appointed, FHA will be immediately advised of such event and, if applicable, the
name of the new Managing Agent. The Company shall inform FHA of any amendment to
this Agreement it intends to make that could affect the Company's dealings with
FHA and FHA-insured mortgages. Upon dissolution of the Company, any FHA-insured
mortgages owned or serviced by the Company may only be transferred to another
FHA-approved mortgage lender.

Section 6.7 Office Space. The Members shall lease to the Company in each of
their offices as determined by the Operating Committee, space from which the
Company will conduct the business of the Company. Such space shall be separately
identified and segregated in a manner required by all applicable laws and
regulations. Rental rates charged to the Company by a Member shall be set at
rates
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                                       9
<PAGE>

that reflect actual market rates for comparable space in the area in which each
office used by the Company is located. The foregoing lease arrangements shall be
set forth in separate written lease agreements to be agreed upon and executed
between the lessor Member and the Company. Notwithstanding the terms of any
separate lease agreement, any agreement leasing space for the Company from a
Member or any of its Affiliates shall terminate automatically upon any
termination of (the Company subject to an additional period as necessary to wind
down the business of the Company.

Section 6.8 Service Agreement. Wells Fargo, or its Affiliate, shall provide to
the Company, certain services required by the Company in conducting a
residential mortgage lending business, as set forth in the attached Service
Agreement to be executed between Wells Fargo and the Company. The Company shall
provide residential mortgage loan financing to its customers. Wells Fargo, or
one of its Affiliates, shall purchase mortgage loans if offered by the Company
in accordance with the loan purchase agreement terms to be executed by Wells
Fargo or one of its Affiliates, and the Company. The Company shall sell at least
ten percent (10%) of its annual loan production to investors other than Wells
Fargo.

Section 6.9 Credit Agreement. The Company shall fund its loans through a
warehouse line of credit provided by Wells Fargo as set forth in the attached
Credit Agreement or such other source as determined by the Operating Committee.

                                   ARTICLE VII
              Other Rights, Liabilities and Obligations of Members

Section 7.1 Liability of Members. No Member shall be personally liable for the
expenses, liabilities, debts, or obligations of the Company except as
specifically set forth in this Agreement or as provided in the Act.

Section 7.2 Other Provisions Applicable to Members. Except as otherwise
specifically provided in this Agreement, no Member shall have the right to
withdraw or retire from, or reduce its contribution to the capital of, the
Company. No Member shall have the right to demand or receive property other than
cash in return for its Capital Contribution. No Member shall have priority over
any other Member either as to the return of its Capital Contribution or as to
profits or distributions except as specifically set forth in this Agreement.

                                   ARTICLE VIII
                         Accounting and Fiscal Matters

Section 8.1 Maintenance of and Access to Records. Wells Fargo or its Affiliate
on behalf of the Company shall keep complete and accurate books of account and
records relative to the Company's business based on information submitted to it
by the Company. The accrual method of accounting shall be used by the Company
for financial and income tax purposes. The Company's books and records shall at
all times be maintained at the principal business office of Wells Fargo, or the
Accountants, or such other place agreed upon by the Members, and shall be
available for inspection by each of the Members or their duly authorized
representatives during reasonable business hours. The fiscal year of the Company
shall end on December 31 of each year or such other date as determined by the
Operating Committee and allowed by the Code. Welts Fargo shall cause to be
prepared financial statements in accordance with the attached Service Agreement.

Section 8.2 Bank Accounts. Wells Fargo shall deposit all of the funds of the
Company into one or more bank accounts for the Company. Unless otherwise
required by regulatory authority, each such account shall be established with an
Affiliate of Wells Fargo that holds deposits insured by the Federal Deposit
insurance Corporation. Wells Fargo shall separately account for all funds of the
Company. The Company may withdraw its funds only to pay the Company's debts, pay
expenses or to be distributed to the Members or as directed by the Operating
Committee pursuant to this Agreement.

Section 8.3 Budget. The Company shall prepare a preliminary annual Budget for
the first partial fiscal year of the Company. At least thirty (30) days prior to
the end of each fiscal year of the Company, the

                                                                        09/15/03

                                       10
<PAGE>

Managing Officer will develop and deliver to the Operating Committee for its
review and approval a Budget for the Company for the next fiscal year. As set
forth in Section 6.4(d), approval of the Budget shall be a Major Decision.

Section 8.4 Company Tax Returns. Wells Fargo, its Affiliate, or such other
person agreed upon by the Members, shall, for each fiscal year, cause to be
prepared and filed on behalf of the Company such federal, state and city tax
returns as may be required by law, and in connection therewith, shall make any
elections deemed advisable; provided, however, the Company shall be given prior
written notice thereof. Copies of such tax returns shall be delivered to each
Member within 10 days after each such filing. The Company's federal and state
income tax returns shall be approved by the Operating Committee in advance of
filing.

Section 8.5 Tax Audits. Wells Fargo Member is hereby designated to manage
administrative tax proceedings conducted by the Internal Revenue Service or
state tax authorities with respect to the Company. The taking of any action or
the failure to take any action in connection with any such proceeding, except to
the extent required by law, is a matter for Wells Fargo Member, subject to the
direction of the Operating Committee. Wells Fargo Member shall give prompt
written notice to the Members of any such administrative proceeding. Any Member
has the right to participate in such administrative proceedings relating to the
determination of tax items at the Company level. Expenses of such administrative
proceedings undertaken by Wells Fargo Member will be paid for out of the assets
of the Company. If any Member elects to participate in such proceedings, the
Member will be responsible for its expenses incurred in connection with such
participation. Further, the cost of any adjustments to a Member and the cost of
any resulting audits or adjustments of a Member's tax return, will be borne
solely by the affected Member.

Section 8.6 Internal Audit. The ongoing activities of the Company shall be
subject to regulatory audit by Wells Fargo Audit Services, Inc. at no direct
cost to the Company. Wells Fargo Audit Services, Inc. shall have no liability
with respect to the Company. A copy of any regulatory audit report prepared by
Wells Fargo Audit Services, Inc. related to the Company shall be provided to the
Operating Committee.

Section 8.7 The Accountants. Any services provided by the Accountants under this
Agreement shall be an expense of the Company. The Accountants shall prepare
annual audited financial statements as set forth in the attached Service
Agreement.

Section 8.8 Advances. Wells Fargo shall advance funds up to $25,000 to the
Company as necessary when the Company's Net Cash Available falls below $0. Any
such advances shall accrue interest at the prime rate in the Wall Street
Journal on the date of the advance until repaid. Accrued interest and the
principal of any such advances shall be repaid out of the profits generated by
the Company or pursuant to a capital call to the Members. Wells Fargo shall
notify the Operating Committee when additional capital is required to meet
regulatory minimum capital requirements or to repay advances and each Member
shall contribute its proportionate share of the amount necessary to satisfy the
requirement.

                                   ARTICLE IX
               Limitations on Dispositions of Members' Interests

Section 9.1 Basic Restrictions. Except as otherwise provided in this Article IX,
no Member may sell, assign, give, hypothecate, pledge, transfer, bequeath, or
otherwise dispose of any or all of its interest, in whole or in part,
voluntarily, involuntarily, by operation of law, or otherwise, to any other
person or entity.

Section 9.2 Representations and Warranties. Each Member hereby represents and
warrants to the Company and to the other Members that its acquisition of its
Interest is made as principal for its account for investment purposes only and
not with a view to the resale or distribution of such Interest. Each Member
agrees that it will not sell, assign, give, hypothecate, pledge, transfer,
bequeath, or otherwise dispose of any or all of its Interest to any person or
entity who or which does not similarly represent and warrant and agree as
provided in this Section 9.2.

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<PAGE>

Section 9.3 Disposition of Interests. The sale, assignment, gift, hypothecation,
pledge, transfer, or other disposition ("Transfer") of Interests by or in
respect of a Member shall be subject to the following conditions and
restrictions in addition to any others which are provided for in this Agreement:

         (a) No Member may Transfer any or all of its Interest (other than to an
Affiliate of such Member) without the consent of each other Member (such consent
to be granted or withheld in each Member's sole discretion).

         (b) No Member may Transfer any or all of its Interest if such Transfer
would cause the termination of the Company for Federal income tax purposes. Any
purported Transfer which would cause the termination of the Company for Federal
income tax purposes shall be void ab initio. Counsel for the Company shall give
to the Company its opinion, at the expense of the Member seeking to effect such
Transfer, as to whether such Transfer would cause the termination of the Company
for Federal income tax purposes.

         (c) No Transfer of, or offer to Transfer, any Interest may be made
unless the Company shall have received, at the expense of the Member seeking to
effect such Transfer an opinion of counsel satisfactory to the Members that such
proposed Transfer (i) may be effected without registration of the Interest under
the Securities Act of 1933, as amended, and (ii) would not be in violation of
any applicable state securities or "Blue Sky" law (including investment
suitability standards).

Section 9.4 Admission of Transferee as Additional or Substitute Member. Any
person to whom any Interest or portion thereof is Transferred ("Transferee")
shall be entitled to be admitted as a Member hereunder and to have all of the
rights herein conferred upon a Member only if

         (a) such transferee's admission as a Member will not violate, nor cause
the Company to violate, any applicable laws, rules, or regulations, including
federal and state securities laws, and either such transferee shall have
delivered an opinion of counsel satisfactory to the Members, or counsel for the
Company shall have delivered an opinion, to such effect;

         (b) the consent of all of the Members shall have been given, which
consent may be evidenced by the execution by all of the Members of a Certificate
evidencing the admission of such transferee as a Member;

         (c) the transferee shall have accepted and agreed to be bound by the
terms and provisions of this Agreement by executing a counterpart thereof and
such other documents or instruments as the Members may require in order to
effect the admission of such transferee as a Member;

         (d) such transferee qualifies and becomes a Member within the meaning
of the Act by the procedures set forth in the Act;

         (e) such transferee shall have delivered to the Members a letter
containing a representation and an agreement in the form set forth in Section
9.2 of this Agreement;

         (f) if the transferee is not an individual, the transferee shall have
provided the Members with evidence satisfactory to counsel for the Company of
its authority to become a Member under the terms and provisions of this
Agreement;

         (g) such transferee pays to the Company a sum which is sufficient to
cover all expenses (including legal fees) connected with the admission of the
transferee as a Member pursuant to this Agreement and the Act, including without
limitation the cost of any opinion of counsel referred to above.

Section 9.5 Execution of Documents, Etc. Each Member hereby consents to the
execution and recordation on its behalf by the Company of any amendment
hereto required for the purpose of admitting

                                                                        09/15/03


                                       12
<PAGE>

as a Member the transferee of any or all of the Interest of a Member in the
Company in this Article IX and to the execution and recordation on its behaif of
any other instruments required in connection therewith, and the Company is
hereby granted the right to admit any such transferee upon ail of the terms set
forth above. In addition, each Member agrees to execute at the request of the
Company any and all documents required to be executed by such Member to effect
the admission as a Member of the transferee of any or all of the interest of a
Member in the Company pursuant to this Article IX.

Section 9.6 Filings By Company. The Company shall cooperate with any transferee
seeking to become a Member by preparing the documentation required by this
Article IX and making all official filings and publications.

Section 9.7 Pledges. No Member shall mortgage, pledge, or otherwise encumber all
or any part of such Member's Interest in the Company at any time.

Section 9.8 No Withdrawal Rights Prior to Dissolution. Prior to the dissolution
of the Company, no Member may withdraw from the Company or receive any return of
capital or other distribution of Company assets in respect of any withdrawal or
attempted withdrawal.

                                    ARTICLE X
                             Amendment of Agreement

Section 10.1 Amendment. Any amendment or supplement to this Agreement shall only
be effective if in writing and if the same shall be consented to by all of the
Members.

Section 10.2 Procedure for Amendment. Any Member may propose an amendment or
supplement to this Agreement, and any such amendment or supplement may be
proposed by mailing to all of the Members a written request for consent to such
amendment or supplement, accompanied by the text of the proposed amendment or
supplement, and a written statement of the reasons for such proposal.

                                   ARTICLE XI
                                   Dissolution

Section 11.1 No Dissolution. The Company shall not be dissolved by the admission
of additional or substitute Members in accordance with the terms of this
Agreement or by the death, retirement, resignation, expulsion, bankruptcy or
dissolution of a Member or the occurrence of any other event under the Act that
terminates the continued membership of a Member in the Company except as
expressly provided in the Agreement.

Section 11.2 Term. The Company shall be in effect for a term beginning on the
date the Certificate of Formation of the Company is filed with the Delaware
Secretary of State in accordance with the provisions of the Act and shall
continue for a minimum of ten (10) years unless sooner dissolved and liquidated
in accordance with the provisions of this Article. At the end of the ten (10)
year minimum term, the Company shall continue in business until dissolved and
liquidated in accordance with the provisions of this Article.

Section 11.3 Voluntary Withdrawal. Any Member shall have the right to withdraw
from the Company at any time by giving the other Members not less than ninety
(90) days prior written notice. In addition, if Marketing Member is no longer an
Affiliate of Ashton Woods Homes, Marketing Member must give notice to Wells
Fargo Member of the change in affiliation on the date of the change. During the
continuance of the notice period, the Members shall continue to perform their
respective obligations in accordance with the terms of this Agreement. The
Member giving the notice shall be referred to hereinafter as the "Electing
Member" for purposes of Section 11.8. The day following expiration of the 90 day
notice period shall be referred to as the "Section 11.3 Termination Date." The
Company shall be liquidated pursuant to the provisions of Section 11.7.

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                                       13
<PAGE>

Section 11.4 Bankruptcy. If:

         (a) any Member shall file a voluntary petition in bankruptcy, or shall
be adjudicated a bankrupt or insolvent, or shall file any petition or answer
seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief for itself under the present or any future Federal
Bankruptcy Act, or any other present or future applicable Federal, state or
other statute or law relative to bankruptcy, insolvency, or other relief
for debtors, or shall seek or consent to or acquiesce in the appointment of any
trustee, receiver, conservator or liquidator of said Member or of all or any
substantial part of its properties or its interest in the Company (the term
"acquiesce" includes, but is not limited to, the failure to file a petition or
motion to vacate or discharge any order, judgment or decree providing for such
appointment within ten (10) days after the appointment); or

         (b) a court of competent jurisdiction shall enter an order, judgment or
decree approving a petition filed against any Member seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under the present or any future Federal Bankruptcy Act, or any other
present or future applicable Federal, state or other statute or law relative to
bankruptcy, insolvency, or other relief for debtors, and said Member shall
acquiesce in the entry of such order judgment or decree (the term "acquiesce"
includes, but is not limited to, the failure to file a petition or motion to
vacate or discharge any order, judgment or decree within ten (10) days after the
entry of the order, judgment or decree), or such order, judgment or decree shall
remain unvacated and unstayed for an aggregate of ninety (90) days (whether or
not consecutive from the date of entry thereof), or any trustee, receiver,
conservator or liquidator of said Member or of all or any substantial part of
its property or its interest in the Company shall be appointed without the
consent or acquiescence of said Member and such appointment shall remain
unvacated and unstayed for an aggregate of sixty (60) days (whether or not
consecutive); or

         (c) any Member shall give notice to any governmental body of insolvency
or pending insolvency, or suspension or pending suspension of operations.

then, and in any such event such Member shall be deemed, as of the date of
occurrence of the respective event, to be the "Electing Member" for purposes of
Section 11.8. The filing date of the bankruptcy petition shall be the "Section
11.4 Termination Date" and the Company shall be liquidated in accordance with
Section 11.7.

Section 11.5 Automatic Termination. In the event:

         (a) any Member, or its Affiliate, is prohibited by law, rule or
regulation or by regulatory directive or order by any of their governing
regulatory authorities, in any case, from participating in the Company; or

         (b) all of the Members mutually agree in writing that the business of
the Company shall be terminated;

then the Company shall terminate automatically and no Member shall be considered
an "Electing Member" for purposes of Section 11.8. The Members shall provide in
writing for a termination date ("Section 11.5 Termination Date"). The Company
shall be liquidated pursuant to Section 11.7.

Section 11.6 Default.

         (a) if any Member (i) fails to perform in any material respect any of
its obligations or covenants or (ii) breaches in any material respect any of its
representations, warranties or promises, in either case, set forth in this
Agreement (in either case, a "Default"), any other Member ("Non-defaulting
Member") shall have the right within 30 days of the date (i) of the Default or
(ii) when the Non-defaulting Member learns of the Default to give the defaulting
party ("Defaulting Member") a written notice of the Default ("Notice of
Default"). The Notice of Default shall, as applicable, set forth in detail the
obligation(s) or covenant(s) that the Defaulting Member has not performed or the
representation(s), warranty(ies) or promise(s) that the Defaulting Member has
breached.

                                                                        09/15/03


                                       14
<PAGE>

         (b) If, within a 15-day period following receipt of the Notice of
Default, the Defaulting Member cures such Default, it shall be deemed that the
Notice of Default was not given and the Defaulting Member shall lose no rights
hereunder. If, however, within such 15-day period, the Defaulting Member does
not cure such Default, the Non-Defaulting Member hereunder shall have the right
within 30 days of the expiration of the 15-day cure period to terminate this
Company by giving the Defaulting Member written notice thereof ("Termination
Notice"). The Company shall terminate on the date of the Termination Notice
("Section 11.6(b) Termination Date") The remedy of the Non-Defaulting Member
shall be limited to the termination fee provisions provided for under Section
11.8.

         (c) If a Defaulting Member disputes the basis set forth in the Notice
of Default, the Defaulting Member must file for arbitration pursuant to Section
13.9 below within thirty (30) days of the Section 11.6 (b) Termination Date. If
it is ultimately determined by the arbitrator that the Defaulting Member was not
in default as specified in the Notice of Default, then the Non-Defaulting Member
shall be deemed an "Electing Member" under Section 11.8. The Company shall be
deemed to have terminated on the date of the Termination Notice ("Section 11.6
(c) Termination Date"). The Company shall be liquidated pursuant to Section
11.7. The remedy of the Non-Electing Member shall be limited to the termination
fee provisions provided for under Section 11.8.

Section 11.7 Liquidation.

         (a) On the Termination Date:

                  (1) the Company shall not take any additional loan
                  applications;

                  (2) the Company shall terminate its real property and
                  equipment leases and pay for any early termination penalties
                  unless a Member agrees to assume full responsibility for the
                  leased space and equipment;

                  (3) the Company shall transfer its loan pipeline and any other
                  assets to the Non-electing Member or as the Non-electing
                  Member directs, provided that any FHA applications may only be
                  transferred to an FHA approved lender (or in the event of a
                  Section 11.5 Termination Date, as agreed by the parties); the
                  Company shall have 120 days to close out its remaining loan
                  pipeline; any loan applications scheduled to close more than
                  120 days after the termination date shall be brokered out to
                  another lender as agreed between the Members for a broker fee
                  as agreed between the Members and the lender.

                  (4) any restrictions on the activities of the Members
                  contained in this Agreement shall cease unless the restriction
                  specifically provides that it shall continue after
                  termination; and

                  (5) the Accountants or other third party mutually agreed to
                  between the Members shall be retained to handle the
                  liquidation consistent with the provisions of this Agreement.

         (b) Subject to Section 11.8, the assets of the Company shall be paid or
distributed in the following order of priority, unless otherwise required by
applicable law:

                  (1) To pay (or make provision for the payment of) all
                  creditors of the Company, including the Members, in the order
                  of priority provided by law; and

                  (2) Except as provided in Section 11.8, to distribute to the
                  Members in accordance with (or in direct proportion to if less
                  than) their respective Units, as adjusted for item (1) above
                  and all Company operations up to and including such
                  liquidation.

Thirty days after the Termination Date shall be the "Liquidation Date." All
distributions shall be made within 90 days of the Liquidation Date.

                                                                        09/15/03


                                       15
<PAGE>

Section 11.8 Electing Members Termination Fee.

         (a)      It is understood that in the course of operation of the
                  Company, the Members will contribute to the Company
                  significant funds, resources and knowledge, including
                  information, techniques, processes and business clientele, the
                  value of which cannot be calculated. As a material inducement
                  to enter into this Agreement and to develop and disclose such
                  information, the Members agree to the provisions set forth in
                  this Section 11.8. In the event of a Section 11.3 Termination
                  Date, a Section 11.4 Termination Date, or a Section 11.6(b) or
                  (c) Termination Date, the Non-Electing Member shall not have
                  to make any payment to the Company as compensation for the
                  transfer of the Company's loan pipeline and other assets. In
                  addition, in the event of any Termination Date specified in
                  this Section any net remaining capital after liquidation of
                  the Company shall be paid out to the Non-Electing Member. In
                  the event of a Section 11.6(c) Termination Date, the Electing
                  Member shall account for and pay to the Non-Electing Member
                  the net profits generated from the Company's pipeline
                  transferred to the Non-Electing Member at liquidation along
                  with the net remaining capital. The Electing Member shall pay
                  the net profits and the net remaining capital to the
                  Non-Electing Member within thirty (30) days of the
                  arbitrator's decision. Any amount remaining unpaid after
                  expiration of the 30 day period shall bear interest at the
                  rate of 1% over the prime rate published in the Wall Street
                  Journal on the last business day of the 30 day period.

         (b)      From the date of the Withdrawal Notice, the bankruptcy filing
                  or the Notice of Default until the loans in the Company's
                  pipeline have been closed, an Electing Member shall not
                  solicit or incent the customers in the loan pipeline to
                  transfer their applications to any other lender. During this
                  same period of time, an Electing Member shall not provide any
                  third party with the names of customers in the pipeline, their
                  telephone numbers, copies of their applications or any other
                  information that would enable the third party to solicit the
                  customers to transfer their loan applications. In the event of
                  a breach of this provision, the Electing Member shall be
                  liable for the profit that would have been generated from any
                  customers who transfer their applications to another lender
                  after the breach of this prohibition. In addition, in the
                  event that damages for breach of this prohibition are awarded,
                  the Electing Member shall also be liable for the Non-Electing
                  Member's attorney fees.

                                   ARTICLE XII
                         Representations and Warranties

Section 12.1 Member Representations and Warranties. Marketing Member represents
and warrants as of the Closing Date that:

         (a) Marketing Member is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Nevada and
has all requisite power and authority and licenses to own or lease its property
and to carry on its business as it is now being conducted. The execution,
delivery and performance of this Agreement by Marketing Member have been duly
authorized by all proper action on the part of Marketing Member, and are within
its powers and will not conflict with or be in violation of Marketing Member's
organizational documents. This Agreement constitutes the legal, valid and
binding obligation of Marketing Member, enforceable against Marketing Member in
accordance with its terms.

         (b) The performance of this Agreement by Marketing Member will not
violate or result in a breach of, constitute a default under, give rise to
any right of acceleration or termination under any law or any contract,
agreement, note, bond, license, indenture, mortgage, lease agreement or other
instrument or obligation to which Marketing Member is a party or by which it is
bound or affected or violate any rule or regulation of any administrative
agency, or order, writ, injunction, judgment or decree of any court,
administrative agency or governmental body applicable to it.

                                                                        09/15/03


                                       16
<PAGE>

         (c) Marketing Member has obtained and kept in force all material
governmental licenses and permits necessary to conduct its business as it is now
being conducted.

         (d) Except as has been disclosed in writing to Wells Fargo Member,
Marketing Member is not a party to any pending or, to the best knowledge of
Marketing Member, threatened, claim, action suit, investigation or proceeding,
nor is subject to any order, judgment or decree which may have a materially
adverse effect on the Marketing Member's assets or business as currently
conducted.

         (e) There are no claims for brokerage or other commissions or finder's
or other similar fees in connection with the transactions covered by this
Agreement insofar as such claims shall be based on arrangements or agreements
made by or on behalf of Marketing Member, and Marketing Member hereby agrees to
indemnify and hold harmless Wells Fargo Member from and against all liabilities,
costs, damages and expenses from any such claim.

Section 12.2 Wells Fargo Member Representations and Warranties. Wells Fargo
Member represents and warrants as of the Closing Date that:

         (a) Wells Fargo Member is a limited liability company, duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority and licenses to own or lease
its property and to carry on its business as it is now being conducted. The
execution, delivery and performance of this Agreement by Wells Fargo Member have
been duly authorized by all proper action on the part of Wells Fargo Member, and
are within its powers and will not conflict with, result in the breach or
violation of, constitute a default under, give rise to any right of acceleration
or termination under Wells Fargo Member's organizational documents or any
indenture, mortgage, lease agreement, contract, order, injunction, judgment,
decree or other instrument, rule or regulation to which Wells Fargo Member is a
party or by which Wells Fargo Member is bound. This Agreement constitutes the
legal, valid and binding obligation of Wells Fargo Member, enforceable against
Wells Fargo Member in accordance with its terms.

         (b) The performance of this Agreement by Wells Fargo Member will not
violate or result in a breach of any law or any contract, agreement, note, bond,
license or other instrument or obligation to which Wells Fargo Member is a party
or by which it is bound or affected or violate any rule or regulation of any
administrative agency, or order, writ, injunction or decree of any court,
administrative agency or governmental body applicable to it.

         (c) Wells Fargo Member has obtained and kept in force all material
governmental licenses and permits necessary to conduct its business as it is now
being conducted.

         (d) Except as has been disclosed in writing to Marketing Member, Wells
Fargo Member is not a party to any pending or, to the best knowledge of Wells
Fargo Member, threatened, claim, action suit, investigation or proceeding, nor
is subject to any order, judgment or decree which may have a materially adverse
effect on the Wells Fargo Member's assets or business as currently conducted.

         (e) There are no claims for brokerage or other commissions or finder's
or other similar fees in connection with the transactions covered by this
Agreement insofar as such claims shall be based on arrangements or agreements
made by or on behalf of Wells Fargo Member, and Wells Fargo Member hereby agrees
to indemnify and hold harmless Marketing Member from and against all
liabilities, costs, damages and expenses from any such claim.


                                  ARTICLE XIII
                            Miscellaneous Provisions

Section 13.1 Notices. Notices, requests, reports, payments, calls or other
communications required to be given or made to any Member hereunder shall be in
writing and shall be deemed to be given or made

                                                                        09/15/03


                                       17
<PAGE>

when properly addressed and delivered. Delivery may be by registered or
certified mail, postage prepaid, or by overnight courier to such Member at such
Member's last known address. Addresses shown on the Schedule of Capital
Contributions for each Member shall be considered the last known address of such
Member unless and until the Company is otherwise notified by such Member in the
manner set forth in this Section 13.1.

Section 13.2 Nature of Interest of Members. The Interest of each Member in the
Company is personal property.

Section 13.3 Applicable Law. Notwithstanding the place where this Agreement may
be executed by any of the parties hereto, this Agreement, the rights and
obligations of the parties hereto, and any claims and disputes relating thereto,
shall be subject to and governed by the Act and the other laws of the State of
Delaware as applied to agreements among Delaware residents to be entered into
and performed entirely within the State of Delaware, and such laws shall govern
the limited liability company aspects of this Agreement.

Section 13.4 Execution in Counterparts. This Agreement may be executed in one or
more counterparts with the effect as if the parties executing the several
counterparts had all executed one counterpart, but in such event each such
counterpart shall constitute an original and all of such counterparts shall
constitute one and the same agreement.

Section 13.5 Successors in Interest. Each and all of the covenants, agreements,
terms, and provisions of this Agreement shall be binding upon and inure to the
benefit of each of the Members and, to the extent permitted by this Agreement,
their respective heirs, executors, administrators, personal representatives,
successors and assigns.

Section 13.6 Severability. Any provision of this Agreement which is invalid,
illegal, or unenforceable in any respect in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality, or
unenforceability without in any way affecting the validity, legality, or
enforceabllity of the remaining provisions hereof, and any such invalidity,
illegality, or unenforceability in any jurisdiction shall not invalidate or in
any way affect the validity, legality, or enforceability of such provisions in
any other jurisdiction.

Section 13.7 Headings. The headings in this Agreement are inserted for
convenience and identification only and are in no way intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.

Section 13.8 Waiver of Right to Partition. Each of the Members irrevocably
waives during the term of the Company any right that such Member may have to
maintain any action for partition with respect to the property and assets of the
Company.

Section 13.9 Arbitration.

         (a) The Members agree to take all reasonable steps to resolve disputes
between them without resorting to arbitration. The Members agree to submit to
binding arbitration any and all claims, disputes and controversies between or
among them which cannot be resolved without arbitration, whether in tort,
contract or otherwise (and their respective employees, officers, directors,
attorneys, and other agents) arising out of or relating in any way to this
Agreement, any related ancillary documents and their negotiation, execution,
administration, modification, extension, substitution, formation, inducement,
enforcement, default or termination. However, "Core proceedings" under the
United States Bankruptcy Code shall be exempted from arbitration. Should the
need arise for such arbitration, the Members agree that the determination of the
arbitrator shall be final and shall not be capable of being appealed to any
other court or form of resolution. Notwithstanding this prohibition, the Members
do agree that the decision of any arbitrator shall be capable of being enforced
through an action filed in the appropriate court having jurisdiction.

                                                                        09/15/03

                                       18
<PAGE>

         (b) Arbitration under this Agreement shall be governed by the Federal
Arbitration Act (Title 9 of the U.S. Code), and shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
("AAA"). When the need for selection of an arbitrator shall arise, the Members
shall request AAA to supply them with a list of no less than seven (7)
arbitrators having no less than five (5) years experience in arbitrating complex
business arrangements. Upon receipt of that list of potential arbitrators, each
Member shall communicate within 7 days to AAA four (4) arbitrators from the list
they would agree to use or their right to participate in the selection of the
arbitrator shall be forfeited. As soon as AAA receives the selections from both
Members, AAA shall review the selected arbitrators and appoint one of those
arbitrators whose name appears on both Members' lists of acceptable arbitrators,
AAA shall have the discretion to select the arbitrator from those arbitrators
approved by both Members based upon availability and experience and AAA's
selection shall be final. The arbitrator shall give effect to statutes or
limitation in determining any claim. Any controversy concerning whether an issue
is arbitrable shall be determined by the arbitrator. Each Member shall each pay
its own costs and expenses of the arbitration proceeding and the cost of the
arbitrator shall be divided equally between the Members.

Section 13.10 Confidentiality.

         (a) The parties agree that the terms of this Agreement shall be
maintained in confidence, and shall not be disclosed to any third party, except
(i) as is required by law, (ii) pursuant to court order during the course of
litigation after notice to the other Member, (iii) for internal communications
purposes, (iv) as necessary for tax, accounting, and other regulatory purposes
and, (v) as necessary or desirable to facilitate procurement of insurance
protection. This clause shall not restrict the release of financial statements
of the Company by either party to any third party for regulatory requirements.

         (b) Marketing Member will hold in confidence all documents and
information concerning Wells Fargo Member and its Affiliates furnished to it and
its representatives in connection with this Agreement. Marketing Member will not
release or disclose such information to any other person, except as required by
law or in connection with any proceedings to enforce or construe this Agreement
and except its advisers in connection with this Agreement, with the same
undertaking from such advisers. If the Company shall not commence operation,
such confidence shall be maintained and such information shall not be used in
competition with Wells Fargo Member, unless Marketing Member can show that that
such information was previously known to Marketing Member, in the public domain,
or later acquired from other legitimate sources. Upon request, all such
documents and any copies thereof and extracts therefrom shall immediately
thereafter be returned to Wells Fargo Member. Upon termination of this
Agreement, all confidential documents and information shall be returned upon
completion of the liquidation of the Company.

         (c) Wells Fargo Member will hold in confidence all documents and
information concerning Marketing Member and its Affiliates furnished to it and
its representatives in connection with this Agreement. Wells Fargo Member will
not release or disclose such information to any other person, except as required
by law or in connection with any proceedings to enforce or construe this
Agreement and except its advisers in connection with this Agreement, with the
same undertaking from such advisers. If the Company shall not commence
operation, such confidence shall be maintained and such information shall not be
used in competition with Marketing Member, unless Wells Fargo Member can show
that that such information was previously known to Wells Fargo Member, in the
public domain, or later acquired from other legitimate sources. Upon request,
all such documents and any copies thereof and extracts therefrom shall
immediately thereafter be returned to Marketing Member. Upon termination of this
Agreement, all confidential documents and information shall be returned upon
completion of the liquidation of the Company.

Section 13.11 Publicity. The Members shall consult with each other as to the
form and substance of any proposed press release or other proposed public
disclosure of matters related to this Agreement or any of the transactions
contemplated hereby.


                                       19                                9/15/03
<PAGE>

Section 13.12 Survival. The provisions of Sections 13.9 and 13.10 shall continue
to bind the Members should either withdraw from or otherwise leave the Company
and shall survive any termination of this Agreement.

IN WITNESS WHEREOF, the Members hereto have executed and delivered this
Agreement of Limited Liability Company the day and year first above written.


WELLS FARGO VENTURES, LLC                     ASHTON WOODS USA, LLC


By: /s/ JOE JACKSON                           By: /s/ ROBERT SALOMON
    ------------------------                      --------------------------
Printed Name: Joe Jackson                     Printed Name:   Robert Salomon

Title: Senior Vice President                  Title: Chief Financial Officer


                                       20                                9/15/03