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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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          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:

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     "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 Company or any of its Restricted Subsidiaries
     or in satisfaction of judgments or claims; (viii) Persons to the extent
     such Investment is 

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     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 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 

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     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.

          (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 

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     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 
     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 

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     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 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 

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<PAGE>

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 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

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<PAGE>

          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 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).

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<PAGE>

     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.

     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.

                                      10

<PAGE>

     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/ Illegible
                                 ---------------------------------------- 
                                    Title: Vice President


                                       14