SOSID: 702216
                                                      Date Filed: 12/10/2003
                                                      2:59:00 PM
                                                         Elaine F. Marshall
                                                     North Carolina Secretary
                                                     of State
                                                              C200334400012



                             STATE OF NORTH CAROLINA
                      DEPARTMENT OF THE SECRETARY OF STATE

                            LIMITED LIABILITY COMPANY
                            ARTICLES OF ORGANIZATION

        Pursuant to ss.57C-2-20 of the General  Statutes of North  Carolina,
        the  undersigned  does hereby submit these Articles of  Organization
        for the purpose of forming a limited liability company.

        1.      The  name  of the  limited  liability  company  is:  TOXAWAY
                DEVELOPMENT GROUP, LLC

        2.      If  the  limited  liability  company  is  to  dissolve  by a
                specific   date,  the  latest  date  on  which  the  limited
                liability   company  is  to   dissolve:   (If  no  date  for
                dissolution  is  specified,  there  shall be no limit on the
                duration of the limited liability company.)__________

        3.      The name and address of each person executing these articles
                of organization is as follows: (State whether each person is
                executing  these articles of organization in the capacity of
                a member, organizer or both),

                KIMBERLY R. COWARD,  ORGANIZER P.O. BOX 1918
                CASHIERS, NC 28717

        4.      The  street  address  and county of the  initial  registered
                office of the limited liability company is;

                Number and Street 211 CASHIERS SCHOOL ROAD
                City, State, Zip Code Cashiers, NC 28717 County Jackson
         5.     The mailing  address IF DIFFERENT FROM THE STREET ADDRESS of
                the initial registered office is: P.O. BOX 1918
                CASHIERS, NORTH CAROLINA 28717

         6.     The name of the initial registered agent is:  KIMBERLY R, COWARD

         7.     Check one of the following:

                   XX (i) MEMBER-MANAGED LLC. all members by virtue of their
                 status  as  members  shall  be  managers  of  this  limited
                 liability company.

                 ___(ii) MANAGER-MANAGED LLC: except as provided by N.C.G.S.
                 Section 57C-3-20(a),  the members of this limited liability
                 company  shall not be managers by virtue of their status as
                 members.








       8. Any other provisions which the limited liability company elects to
          include are attached.

       9. These articles will be effective upon filing, unless a date anchor
          time is specified:





- --------------------------------------------------------------------------------

This is the 8th day of December, 2003.


                                                 Kimberly R. Coward, Organizer















    NOTES:
    1.  Filing fee is 5125.  This  document  and one exact or  conformed
    copy of these articles must be filed with the Secretary of State.


   (Revised January 2000)                                            (Form L-Ol>
   CORPORATIONS DIVISION         P.O. Box 29622           RALEIGH, NC 27626-0622