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                                EPIC RESORTS, LLC
                               EPIC CAPITAL CORP.

                                   as Issuers,

                   The Subsidiary Guarantors Named Herein or
              which become a party pursuant to Article 10 hereof

                                       and

                     UNITED STATES TRUST COMPANY OF NEW YORK

                                   as Trustee



                                  $130,000,000
             13% Senior Secured Redeemable Notes Due 2005, Series A
             13% Senior Secured Redeemable Notes Due 2005, Series B



                          SECOND SUPPLEMENTAL INDENTURE







                          Dated as of February 3, 1999

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<PAGE>

          THIS SECOND SUPPLEMENTAL INDENTURE (the "SECOND SUPPLEMENTAL
INDENTURE"), dated as of February 3, 1999, between EPIC RESORTS, LLC, a Delaware
limited liability company ("EPIC"), EPIC CAPITAL CORP., a Delaware corporation
("CAPITAL CORP.", and together with Epic, the "ISSUERS"), the Subsidiary
Guarantors named on the Signature Page hereto (the "SUBSIDIARY GUARANTORS") and
UNITED STATES TRUST COMPANY OF NEW YORK, a banking corporation organized and
existing under the laws of the State of New York, in its capacity as trustee
(the "TRUSTEE").

                                    RECITALS:

     A. The Issuers, the Subsidiary Guarantors and the Trustee entered into that
certain Indenture, dated as of July 8, 1998 (the "ORIGINAL INDENTURE") and
supplemented on January 7, 1999 (the "FIRST SUPPLEMENTAL INDENTURE," and
together with the Original Indenture, the "INDENTURE").

     B. Epic has chosen to convert some of its timeshare operations into a
vacation club system. Under Epic's current timeshare operations, timeshare
interests constituting actual undivided interests in specific units at each
resort location ("Real Property Timeshare Interests") are sold to purchasers,
and the purchaser receives a deed evidencing the purchaser's undivided interest
in the unit and the resort. Prior to the time the Real Property Timeshare
Interests are sold, the Trustee holds a mortgage on the Real Property Timeshare
Interests. Under the vacation club system, units at Epic's resorts will from
time to time be conveyed, prior to sale of any timeshare interests therein to
customers, to Epic Vacation Club, a Delaware nonprofit corporation (the
"Vacation Club"), which at all times will continue to own and hold the entire
legal title thereto; however, pursuant to a declaration executed by the
transferring Subsidiary Guarantor and the Vacation Club, all units transferred
to the Vacation Club will be subjected to a timeshare regime wherein the right
to use and occupy those units will be evidenced by membership interests in the
Vacation Club ("Club Membership Interests") constituting personal property
rather than by Real Property Timeshare Interests. In consideration for
conveyance of units to it, the Vacation Club will transfer to the transferring
Subsidiary Guarantor the Club Membership Interests allocable to such units. The
transferring Subsidiary Guarantor will then own and sell the Club Membership
Interests rather than Real Property Timeshare Interests. Prior to conveyance of
units to the Vacation Club, the Trustee will maintain its mortgage on those
units. As a result, the Trustee's lien on the units deeded to the Vacation Club
must be released prior to the transfer of those units into the Vacation Club.
The Trustee will maintain its secured position through the procedures set forth
in Section 11.03 of the Indenture, as amended by the Second Supplemental
Indenture, whereby the Trustee will be granted a security interest in the Club
Membership Interests that the transferring Subsidiary Guarantor receives from
the Vacation Club. This Second Supplemental Indenture will amend the Indenture
to permit Epic to organize and operate the Vacation Club as described above.

     C. The amendments to the Indenture as hereinafter set forth are permitted
under Section 9.01(a)(vii) and 9.01(a)(x) of the Indenture without the consent
of any Securityholder. The Issuers have delivered, or caused to be delivered to
the Trustee, an Opinion of Counsel to that effect.


<PAGE>

     D. This Second Supplemental Indenture has been duly authorized by all
necessary corporate action on the part of the Issuers and the Subsidiary
Guarantors.

     E. The Issuers have delivered, or caused to be delivered to the Trustee, an
Officer's Certificate and an Opinion of Counsel stating that all conditions
precedent and covenants, if any, provided for in the Indenture relating to this
Second Supplemental Indenture have been satisfied.

                                   AGREEMENT:

     The Issuers, the Subsidiary Guarantors and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders from
time to time of the Securities as follows:

     SECTION 1. DEFINITIONS. Capitalized terms used in this Second Supplemental
Indenture and not otherwise defined herein have the meanings given them in the
Indenture.

     SECTION 2. AMENDMENTS.

     2.1 The definition of Asset Disposition in Section 1.01 of the Indenture is
amended and restated as follows:

     "ASSET DISPOSITION" means any sale, lease, transfer, issuance or other
     disposition (or series of related sales, leases, transfers, issuances, or
     dispositions that are part of a common plan) of shares of Capital Stock of
     (or any other equity interests in) a Restricted Subsidiary (other than
     directors' qualifying shares) or of any other property or other assets
     (each referred to for the purposes of this definition as a "disposition")
     by the Company or any of its Restricted Subsidiaries, including any
     disposition by means of a merger, consolidation or similar transaction)
     other than (i) a Restricted Subsidiary to a Wholly- Owned Subsidiary, (ii)
     a sale, transfer or disposition in the ordinary course of business of
     Vacation Ownership Interests or Vacation Ownership Interests Receivables
     (including, without limitation, direct sales to financial institutions, and
     sales or transfers in connection with securitization transactions in the
     ordinary course of business) and transfers of real and personal property
     from a Restricted Subsidiary to the Vacation Club provided that the
     transferor retains or immediately receives from the Vacation Club the
     entirety of the Vacation Ownership Interests allocable to such transferred
     property, (iii) a disposition of obsolete or worn out equipment or
     equipment that is no longer useful in the conduct of the business of the
     Company and its Restricted Subsidiaries and that is disposed of in each
     case in the ordinary course of business, (iv) dispositions of property for
     net proceeds which, when taken collectively with the net proceeds of any
     other such dispositions under this clause (iv) that were consummated since
     the beginning of the calendar year in which such disposition is
     consummated, do not exceed $1.0 million, (v) transactions permitted under
     Section 5.01 hereunder; and (vi) Permitted Investments. Notwithstanding
     anything to the contrary contained above, a Restricted Payment made in
     compliance with Section 4.07 hereunder shall not constitute an Asset
     Disposition except for purposes of determinations of the Consolidated
     Coverage Ratio.

     2.2 Section 1.01 of the Indenture is amended to include the following
definition:


<PAGE>

     "CLUB MEMBERSHIP INTEREST" means an interest evidencing the right to use or
     occupy units in any resort subject to the Vacation Club.

     2.3 Section 1.01 of the Indenture is amended to include the following
definition:

     "CLUB SECURITY AGREEMENT" means a Vacation Club Security Agreement (a form
     of which is attached hereto as Exhibit J) between the Issuers, the
     Subsidiary Guarantors and the Trustee, whereby the Trustee will receive a
     security interest in the Vacation Ownership Interests in the Vacation Club
     owned, from time to time, by the Subsidiary Guarantors prior to their sale
     in accordance with the terms of this Indenture. The form of Club Security
     Agreement attached hereto as Exhibit J is subject to modification according
     to the local laws and regulations of the jurisdiction in which the
     applicable resort is located.

     2.4 The definition of Collateral Documents in Section 1.01 of the Indenture
is amended and restated as follows:

     "COLLATERAL DOCUMENTS" means each Mortgage (a form of which is attached
     hereto as Exhibit E), the Security Agreement (a form of which is attached
     hereto as Exhibit G), the Escrow and Disbursement Agreement (a form of
     which is attached hereto as Exhibit H), the Club Security Agreements (a
     form of which is attached hereto as Exhibit J) and any other agreements
     creating a Lien in favor of the Trustee securing the Securities.

     2.5 The definition of Permitted Investment in Section 1.01 of the Indenture
is amended and restated as follows:

     "PERMITTED INVESTMENT" means an Investment by the Company or any of its
     Restricted Subsidiaries in (i) a Wholly-Owned Subsidiary of the Company;
     PROVIDED, HOWEVER, that the primary business of such Wholly-Owned
     Subsidiary is a Permitted Business and upon the making of such Investment,
     such Person becomes a Restricted Subsidiary; (ii) another Person if as a
     result of such Investment such other Person becomes a Wholly-Owned
     Subsidiary of the Company or is merged or consolidated with or into, or
     transfers or conveys all or substantially all its assets to, the Company or
     a Wholly-Owned Subsidiary of the Company and upon the making of such
     Investment, such Person becomes a Restricted Subsidiary; PROVIDED, HOWEVER,
     that in each case such Person's primary business is a Permitted Business;
     (iii) Temporary Cash Investments; (iv) a Receivables Subsidiary or, solely
     with respect to the transfer of real and personal property by a Restricted
     Subsidiary to the Vacation Club as to which the transferor retains or
     obtains simultaneously with such transfer the corresponding Vacation
     Ownership Interests, the Vacation Club; (v) payroll, travel and similar
     advances to cover matters that are expected at the time of such advances
     ultimately to be treated as expenses for accounting purposes and that are
     made in the ordinary course of business; (vi) loans and advances to
     employees made in the ordinary course of business consistent with past
     practices of the Company or such Restricted Subsidiary in an aggregate
     amount outstanding at any one time not to exceed $250,000 to any one
     employee or $1.0 million in the aggregate; (vii) stock, obligations or
     securities received in settlement of debts created in the ordinary course
     of business and owing to the


                                        3
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     Company or any of its Restricted Subsidiaries or in satisfaction of
     judgments or claims; (viii) Persons to the extent such Investment is
     received by the Company or any Restricted Subsidiary as consideration for
     asset dispositions effected in compliance with Section 4.10; (ix)
     prepayments and other credits to suppliers made in the ordinary course of
     business consistent with the past practices of the Company and its
     Restricted Subsidiaries; and (x) Investments in connection with pledges,
     deposits, payments or performance bonds made or given in the ordinary
     course of business in connection with or to secure statutory, regulatory or
     similar obligations, including obligations under health, safety or
     environmental obligations.

     2.6 Section 1.01 of the Indenture is amended to include the following
definition:

     "PLEDGED VACATION OWNERSHIP INTERESTS" means the Vacation Ownership
Interests at the resorts owned or developed by the Issuers that are subject to
the Collateral Documents.

     2.7 The definition of Vacation Ownership Interests in Section 1.01 of the
Indenture is amended and restated as follows:

     "VACATION OWNERSHIP INTERESTS" means the right to use (whether arising by
     virtue of a deeded interest in real property or otherwise, including
     pursuant to a Club Membership Interest), a fully-furnished vacation
     residence (whether specifically identified or not) for a specified period
     each year or otherwise.

     2.8 Section 1.01 of the Indenture is amended to include the following
definition:

     "VACATION CLUB" means Epic Vacation Club, a Delaware nonprofit corporation,
     through which the Company operates its vacation club system.

     2.9 Section 4.11(b) of the Indenture, regarding limitations on affiliate
transactions, is amended and restated as follows:

     (b) The foregoing paragraph (a) shall not apply to (i) any Restricted
     Payment permitted to be made pursuant to Section 4.07, (ii) any issuance of
     securities, or other payments, awards or grants in cash, securities or
     otherwise pursuant to, or the funding of, employment arrangements, or any
     stock options and stock ownership plans for the benefits of employees,
     officers and directors, consultants and advisors approved by the Board of
     Directors of the Company, (iii) loans or advances to employees in the
     ordinary course of business of the Company or any of its Restricted
     Subsidiaries in aggregate amount outstanding not to exceed $250,000 to any
     employee or $500,000 in the aggregate at any time, (iv) any transaction
     between Wholly-Owned Subsidiaries, (v) indemnification agreements with, and
     the payment of fees and indemnities to, directors, officers and employees
     of the Company and its Restricted Subsidiaries, in each case in the
     ordinary course of business, (vi) transactions pursuant to agreements in
     existence on the Issue Date which are (x) described in the Offering
     Memorandum or (y) otherwise, in the aggregate, immaterial to the Company
     and its Restricted Subsidiaries taken as a whole, (vii) any employment,
     non-competition or confidentiality agreements entered into


                                       4
<PAGE>

     by the Company or any of its Restricted Subsidiaries with its employees in
     the ordinary course of business, (viii) the issuance of Capital Stock of
     the Company (other than Disqualified Stock), (ix) the payment of reasonable
     and customary fees to directors of the Company who are not employees of the
     Company (including, without limitation, the grant of stock options), and
     (x) Affiliate Transactions between either the Company or a Restricted
     Subsidiary and a Receivables Subsidiary or the Vacation Club involving the
     transfer or sale of Vacation Ownership Interests Receivables or Vacation
     Ownership Interests, respectively.

     2.10 Section 11.02(b), regarding Recording and Opinions, is amended and
restated as follows:

     (b) The Issuers shall furnish to the Trustee within three months after each
     anniversary of the date of the Indenture, an Opinion of Counsel, dated as
     of such date, stating either that (i) in the opinion of such counsel, all
     action has been taken with respect to the recording, registering, filing,
     re-recording, re-registering and refiling of all supplemental indentures,
     financing statements, continuation statements or other instruments of
     further assurance as is necessary to maintain the Liens of the Collateral
     Documents and reciting the details of such action or (ii) in the opinion of
     such counsel, no such action is necessary to maintain such Liens, and (iii)
     that none of the Issuers or Subsidiary Guarantors are delinquent in the
     payment of any assessments levied by or owed to the Vacation Club with
     respect to Vacation Ownership Interests owned by them.

     2.11 Section 11.03 of the Indenture, regarding release of collateral, is
amended and restated as follows:

     SECTION 11.03. RELEASE OF COLLATERAL.

               (a) Subject to subsections (b), (c), (d), (e), (f), (g) and (h)
     of this Section 11.03, Collateral may be released from the Lien and
     security interest created by the Collateral Documents at any time or from
     time to time at the sole cost and expense of the Issuers (x) upon payment
     in full of the Securities in accordance with the terms thereof and of this
     Indenture and all other Obligations of the Issuers and the Subsidiary
     Guarantors then due and owing under this Indenture, the Securities and the
     Collateral Documents, including any defeasance pursuant to Section 8.01 and
     (y) the delivery to the Trustee of an Opinion of Counsel that such release
     of the Collateral is authorized and permitted by this Section 11.03 and the
     applicable Collateral Documents and that all conditions precedent to such
     release contained in this Indenture and the Collateral Documents have been
     satisfied. Upon compliance with the above provisions and the provisions of
     Section 12.04 hereof, the Trustee shall execute, deliver or acknowledge any
     necessary or proper instruments or termination, satisfaction or release
     provided by or on behalf of the Issuers to evidence the release of any
     Collateral permitted to be released pursuant to this Indenture or the
     Collateral Documents.


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<PAGE>

               (b)(1) The Trustee shall release the Lien and security interest
     created by the Collateral Documents from each Pledged Vacation Ownership
     Interest covered thereby at the time of the transfer of title to such
     Pledged Vacation Ownership Interest (a "Transfer") by an Issuer or
     Subsidiary Guarantor upon receipt of an Officer's Certificate stating that
     the following conditions have been met with respect to such Transfer:

               (A) The Transfer must be pursuant to a written agreement (a
               "Purchase Agreement") providing for the purchase and sale of one
               or more Pledged Vacation Ownership Interests (any Pledged
               Vacation Ownership Interest which is the subject of a Purchase
               Agreement is referred to in this Section 11.03 as a "Sold
               Interest").

               (B) The Transfer must be in the ordinary course of business.

               (C) The Transfer must be to a Person who is not an Affiliate of
               the Issuers or the Subsidiary Guarantors.

               (2) The releases described in subsection 11.03(b)(1) above
     ("Partial Releases") shall be effectuated (a) if the sale of the Pledged
     Vacation Ownership Interest is effectuated by a deed or other real property
     conveyance (a "Deeded Interest"), pursuant to an instrument prepared by the
     Issuers or such Subsidiary Guarantor which shall specifically recite that
     the partial release of the Mortgage on the sold Pledged Vacation Ownership
     Interest shall not otherwise affect or impair the Liens created by the
     Collateral Documents on any other Pledged Vacation Ownership Interests
     encumbered thereby, or (b) if sale of the Pledged Vacation Ownership
     Interest is effectuated by a transfer of a Club Membership Interest,
     automatically pursuant to the terms of the related Club Security Agreement
     upon compliance by the Issuer or the transferring Subsidiary Guarantor with
     the terms of Section 11.03(b)(1) hereof, except for the requirement to
     deliver an Officer's Certificate to the Trustee.

               (3) In order to facilitate Partial Releases of Sold Interests
     which are Deeded Interests, the Trustee from time to time shall, upon
     written request of the Issuers or a Subsidiary Guarantor, execute,
     acknowledge, and deliver powers of attorney in the form provided by the
     Issuers (each, a "Power of Attorney"), which form shall conform
     substantially to Exhibit I-1 annexed hereto, appointing such title company
     or title agency (each, an "Agent") as is designated by the Issuers or a
     Subsidiary Guarantor which owns the real property of which any Sold
     Interest which is a Deeded Interest is a part as the Trustee's
     attorney-in-fact for the purpose of executing, acknowledging and delivering
     Partial Releases of such Sold Interests. Each Power of Attorney shall be
     delivered by the Trustee to the Agent within five days of the Issuers' or
     Subsidiary Guarantor's request therefor, and shall be delivered with
     written authorization prepared by the Issuers and executed and delivered by
     the Trustee to the Agent to record the Power of Attorney and to execute
     Partial Releases pursuant thereto in connection with the Transfers of Sold
     Interests which are Deeded


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<PAGE>

     Interests upon receipt by such Agent of the Officer's Certificate described
     in subsection 11.03(b)(1) above. Each Power of Attorney by its terms shall
     be revocable only by the recording in the county in which the Power of
     Attorney is recorded of an instrument executed by the Trustee specifically
     revoking the Power of Attorney. The Trustee shall revoke each Power of
     Attorney promptly after obtaining knowledge of the occurrence and
     continuance of an Event of Default; PROVIDED, that if an Event of Default
     is no longer continuing, the Trustee may execute new Powers of Attorney in
     accordance with this clause (3). The Trustee shall revoke a Power of
     Attorney promptly after obtaining knowledge that the Agent thereunder has
     failed to comply with its obligations hereunder as assigned pursuant to
     such Power of Attorney; PROVIDED, that if a Power of Attorney is so
     revoked, the Trustee may execute a new Power of Attorney in accordance with
     this clause (3); PROVIDED, FURTHER, that no Agent as to whom a Power of
     Attorney has been revoked may thereafter be appointed as an Agent.

               (4) Notwithstanding the revocation of a Power of Attorney by the
     Trustee as permitted in subsection 11.03(b)(3) above, the Trustee shall
     deliver or cause to be delivered Partial Releases with respect to Transfers
     of Sold Interests which are Deeded Interests pursuant to Purchase
     Agreements entered into prior to the occurrence of an Event of Default.

               (5) In connection with any release of Liens on a Pledged Vacation
     Ownership Interest by an Agent with respect to Deeded Interests pursuant to
     subsection 11.03(b), the Issuers or the applicable Subsidiary Guarantor
     shall deliver or cause to be delivered to such Agent any certificates,
     opinions of counsel or other documents or instruments required to be
     delivered to the Trustee under applicable law. The Issuers or the
     applicable Subsidiary Guarantor shall then cause such Agent to deliver to
     the Trustee originals or photostatic copies of each of the documents
     relating to such release, including any such certificates or opinions of
     counsel, as promptly as is reasonably practicable.

               (6) In connection with any Partial Release, the Trustee and, if
     applicable, any Agent shall not be required to obtain any other
     certificates, opinions of counsel or other documents and instruments except
     such as are specifically required by subsection 11.03(b).

               (c) In the event that (i) real property is acquired and/or
     developed with Indebtedness Incurred under an A&D Facility, (ii) the lender
     or lenders thereunder requires the Indebtedness under such A&D Facility to
     be secured by a first priority Lien on such real property and (iii) such
     property is not subject to a Mortgage in favor of the Trustee, the
     provisions of Section 11.01(b) requiring that a Mortgage on such property
     be granted to the Trustee shall, subject to Section 11.03(e), not apply.

               (d) In the event that the Trustee is furnished with an Officer's
     Certificate certifying that (i) real property is to be acquired and/or
     developed with


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     Indebtedness Incurred under an A&D Facility, (ii) the lender or lenders
     thereunder require the Indebtedness under such A&D Facility to be secured
     by a first priority Lien on such real property and (iii) such property is
     already subject to a Mortgage in favor of the Trustee, the Trustee shall,
     upon receipt of an Opinion of Counsel to the effect set forth in clause
     (a)(y) above, release such Mortgage to the extent required by such lender
     or lenders in accordance with instructions set forth in such Officer's
     Certificate.

               (e) Upon the repayment in full of any A&D Facility secured by a
     Lien, the Issuers or the applicable Subsidiary Guarantor will promptly
     cause such Lien to be removed and shall grant to the Trustee a Mortgage in
     accordance with Section 11.01(b).

               (f) Notwithstanding any other provisions of this Section 11.03,
     absent the occurrence and continuance of an Event of Default, Collateral in
     the Cash Collateral Account (as defined in the Security Agreement) may be
     released solely in accordance with the terms of the Security Agreement.

               (g) In order to facilitate the sale of Pledged Vacation Ownership
     Interests, the Trustee shall subordinate the Collateral Documents
     encumbering any real property to the documents or instruments creating time
     share interest therein (the "Time Share Documents") as permitted by the
     terms of the Collateral Documents, whereupon the Collateral Documents shall
     be subject and subordinate to the Time Share Documents and the provisions
     therein dealing with insurance and the use and application of insurance and
     condemnation proceeds. Before taking any actions required pursuant to this
     subsection 11.03(g), the Trustee shall be entitled to receive an Officer's
     Certificate setting forth the actions that the Trustee is to take and an
     Opinion of Counsel to the effect that such actions are permitted by
     applicable law and by the terms of the Indenture and the Collateral
     Documents.

               (h) In order to facilitate the sale of Pledged Vacation Ownership
     Interests which are or are to become Club Membership Interests, the
     Trustee, within five Business Days following request, shall execute and
     return to the Issuers a release of the Lien of the Mortgage encumbering any
     real or personal property conveyed to the Vacation Club ("Transferred
     Property") pursuant to Partial Releases upon prior or concurrent
     satisfaction of the following conditions:

                    (1) The Transferred Property conveyed to the Vacation Club
               which consists of real property must consist of parcels or units
               of real property which lawfully may be conveyed separately from
               any real property not being transferred to the Vacation Club.

                    (2) The Transferred Property conveyed to the Vacation Club
               which consists of real property must be subjected, by means of an
               instrument filed in the real property records in the county and
               state in which such real property is located, to a declaration or
               other


                                       8
<PAGE>

               instrument which subjects such real property to a time share
               regime pursuant to which the Vacation Ownership Interests therein
               are evidenced by Club Membership Interests.

                    (3) The Subsidiary Guarantor transferring the Transferred
               Property to the Vacation Club must retain, or simultaneously
               receive from the Vacation Club, ownership of all Club Membership
               Interests allocable to such Transferred Property.

                    (4) The Club Membership Interests allocable to the
               Transferred Property must be subject to, or subjected to, a Club
               Security Agreement which creates a security interest therein,
               subject only to (A) Permitted Liens, (B) to Liens subsequently
               arising in favor or the Vacation Club for non-payment of future
               assessments and fees with respect to such Club Membership
               Interests, (C) Liens which, in the aggregate, would not have a
               materially adverse effect upon the ability of the Subsidiary
               Guarantor to sell the Club Membership Interests owned by it to
               purchasers in the ordinary course of business as provided in
               Section 11.03(b)(1), and (D) Liens which are being contested by
               the Subsidiary Guarantor or the Vacation Club in good faith.

                    (5) The Trustee shall have been provided with copies of
               UCC/Tax Lien/Litigation search results, current as of a date not
               more than 30 days earlier than the date of conveyance of the
               Transferred Property to the Vacation Club, conducted in the names
               of the transferring Subsidiary Guarantor and the Vacation Club
               (such searches shall be conducted in the county and state in
               which the Transferred Property is located and in the county and
               state in which the chief executive offices of the Vacation Club
               and the transferring Subsidiary Guarantor are located).

                    (6) The Trustee shall be provided with an Officer's
               Certificate stating that the requirements of subsections
               11.03(h)(1) through (5) have been satisfied and that none of the
               items disclosed by the searches referenced in Sections
               11.03(h)(5) is other than one permitted by subsection
               11.03(h)(4), which Officer's Certificate shall have appended
               thereto an Opinion of Counsel, furnished by counsel licensed to
               practice in the state in which the Transferred Property is
               located, addressed to the Issuers, the transferring Subsidiary
               Guarantor, and the Trustee to the effect that the requirements of
               subsections 11.03(h)(1) through (5) have been satisfied.

     The Partial Releases of Transferred Property described in this Section
     11.03(h) shall be effectuated pursuant to an instrument prepared by the
     Issuers or the transferring Subsidiary Guarantor which shall specifically
     recite that the partial release of the


                                       9
<PAGE>

     Mortgage from the Transferred Property shall not otherwise affect or impair
     the Lien of the Mortgage upon any other real property remaining encumbered
     thereby.

               (i) The Trustee has no liability for any act or failure to act of
     any Agent except as may result from the Trustee's willful or grossly
     negligent failure to fulfill its obligations under Section 11.03(b)(3).

     2.12 The exhibits to the Indenture are amended to include Exhibit J, a form
of Club Security Agreement in the form annexed to this Second Supplemental
Indenture. The form of Club Security Agreement is subject to modification
according to the local laws and regulations of the jurisdiction in which the
applicable resort is located.

     SECTION 3. MISCELLANEOUS.

     3.1. EFFECT AND OPERATION OF SECOND SUPPLEMENTAL INDENTURE. This Second
Supplemental Indenture shall be effective upon the execution and delivery hereof
by the Issuers, the Subsidiary Guarantors and the Trustee. The Indenture shall
be supplemented and amended in accordance therewith, and this Second
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Security heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby. Except as supplemented hereby, all provisions
of the Indenture shall remain in full force and effect.

     3.2. INDENTURE AND SECOND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER. This
Second Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture, and the Indenture and this Second Supplemental
Indenture shall from the date hereof be read and construed together.

     3.3. CONFIRMATION AND PRESERVATION OF THE INDENTURE. The Indenture, as
supplemented by this Second Supplemental Indenture, is in all respects confirmed
and preserved.

     3.4. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this Second
Supplemental Indenture limits, qualifies or conflicts with any provision of the
Trust Indenture Act of 1939, as amended (the "ACT"), that is required under such
Act to be part of and govern any provision of this Second Supplemental
Indenture, the provisions of such Act shall control. If any provision of this
Second Supplemental Indenture modifies or excludes any provision of the Act that
may be so modified or excluded, the provisions of the Act shall be deemed to
apply to the Indenture as so modified or to be excluded by this Second
Supplemental Indenture, as the case may be.

     3.5. SEPARABILITY. In case any provision of this Second Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

     3.6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.


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<PAGE>

     3.7. BENEFITS OF SECOND SUPPLEMENTAL INDENTURE. Nothing in the Indenture,
this Second Supplemental Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder, and the Securityholders, any benefit of any
legal or equitable right, remedy or claim under the Indenture as supplemented
and amended hereby or the Securities.

     3.8. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Second
Supplemental Indenture by the Issuers and the Subsidiary Guarantors shall bind
their successors and assigns, whether so expressed or not.

     3.9. NEW YORK LAW TO GOVERN. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

     3.10. COUNTERPARTS. This Second Supplemental Indenture may be executed in
counterparts, each of which shall be an original, but all such counterparts
shall together constitute one and the same instrument.

     3.11 THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Second
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Issuers and the Subsidiary
Guarantors.


                            [SIGNATURES ON NEXT PAGE]



                                       11
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date and the year first above written.


                                    EPIC RESORTS, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC CAPITAL CORP.


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC RESORTS  - VACATION SHOWPLACE, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC RESORTS MANAGEMENT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC MARKETING, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC TRAVEL, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                       12
<PAGE>

                                    EPIC RESORTS - PALM SPRINGS MARQUIS
                                    VILLAS, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC RESORTS - SCOTTSDALE LINKS
                                    RESORT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC RESORTS - HILTON HEAD RESORT,
                                    LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    EPIC RESORTS - WESTPARK RESORT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    DAYTONA BEACH REGENCY, LTD., by
                                    Resort Management, LLC, its general partner


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title: President


                                    LONDON BRIDGE RESORT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                       13
<PAGE>

                                    EPIC WARRANT CO.


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    RESORT MANAGEMENT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President


                                    RESORT INVESTMENT, LLC


                                    By:  /s/ T. F. Flatley
                                       --------------------------------------
                                       Title:  President

                                    UNITED STATES TRUST COMPANY OF
                                    NEW YORK, as Trustee


                                    By:  /s/ Gerard F. Ganey
                                       --------------------------------------
                                       Title:  Senior Vice President


                                       14
<PAGE>

                                    EXHIBIT J