THE RYLAND GROUP, INC. (a Maryland corporation)

THE RYLAND GROUP, INC. (a Maryland corporation)

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EXHIBIT 1.2

THE XXXXXX GROUP, INC.

(a Maryland corporation)

$250,000,000

5.375% Senior Notes due 2015

January 6, 2005

Dear Sirs:

Reference is made to The Xxxxxx Group, Inc. Amended and Restated Underwriting Agreement Basic Provisions, dated January 6, 2005 (the “Underwriting Agreement”). This Agreement is the Terms Agreement referred to in the Underwriting Agreement. We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement, the following securities (“Securities”) on the following terms:


Title:		5.375% Senior Notes due 2015

Principal Amount to be Issued:		$250,000,000

Date of Maturity:		January 15, 2015

Interest Payment:		January 15 and July 15 of each year, commencing July 15, 2005

Public Offering Price:		99.556% of the aggregate principal amount plus accrued interest, if any, from and including January 11, 2005.

Purchase Price:		98.906% (payable in immediately available funds)

Underwriting Commission:		0.650%


		2

Redemption Provisions:		The Securities may be redeemed by you in whole or in part at any time and from time to time at a redemption price equal to the greater of (1) 100% of the principal amount of the Securities being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (the yield to maturity of the United States Treasury security, selected by a primary U.S. Government securities dealer, having a maturity comparable to the remaining term of the Securities being redeemed) plus 20 basis points, plus, in each case, accrued and unpaid interest on the Securities to the redemption date.

Subsidiary Guarantees:		Fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the subsidiaries listed on the signature page hereto.

Delayed Delivery Contracts:		None

Closing Date and Location:		January 11, 2005, 7:00 A.M. (Pacific Time); Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 1999 Avenue of the Stars, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000

Joint Book-Running Managers and Representatives:		Banc of America Securities LLC and UBS Securities LLC

Additional Co-Managers, if any:		Wachovia Capital Markets, LLC and X.X. Xxxxxx Securities Inc.

Additional Underwriters, if any:		None

Other Terms:

All provisions contained in the Underwriting Agreement, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.

The Company and the Subsidiary Guarantors jointly and severally represent and warrant to us that the representations and warranties of the Company and the Subsidiary Guarantors set forth in Section 1 of the Underwriting Agreement are accurate as though expressly made at and as of the date hereof. Except as otherwise provided above, all of the provisions contained in the Underwriting Agreement, a copy of which is attached hereto as Annex A, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. The term “registration statement” appearing in Section 1(a) of the Underwriting Agreement shall be deemed to refer to the Registration Statements on Form S-3 (file numbers 333-121469, 333-113756 and 333-100167) initially filed with the Commission on December 20, 2004, March 19, 2004 and September 27, 2002, respectively.

As contemplated by Section 2 of the Underwriting Agreement, attached as Schedule A hereto is a completed list of our underwriting commitment, which shall be a part of this Agreement and the Underwriting Agreement.

This Agreement shall be governed by the laws of the State of New York.

If the foregoing is in accordance with your understanding of the agreement between the Underwriters and you, please sign and return to the Underwriters a counterpart hereof, whereupon this instrument along with all counterparts and together with the Underwriting Agreement shall be a binding agreement between the Underwriters and you in accordance with its terms and the terms of the Underwriting Agreement.


		Very truly yours,

		BANC OF AMERICA SECURITIES LLC UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC X.X. XXXXXX SECURITIES INC.

		By:		Banc of America Securities LLC

		By:		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx Title: Vice President

		and

		By:		UBS Securities LLC

		By:		/s/ Xxxxxxxxx Xxxxxxx
				Name: Xxxxxxxxx Xxxxxxx Title: Executive Director

		By:		/s/ Xxxxxxx Xxxxxxxx
				Name: Xxxxxxx Xxxxxxxx Title: Director


Confirmed and accepted as of
the date first above written:

THE XXXXXX GROUP, INC.

By:		/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer

(Signature page continued on next page)

Confirmed and accepted as of
the date first above written:

CONVEST MANAGEMENT CORPORATION (1)
XXXXX’X ORCHARD, LLC (2)
RH AT XXXXX XXXXX, LLC (3)
RH AT MOUNT HEBRON, LLC (2)
RH BUILDERS OF INDIANA, INC. (1)
RH INVESTMENT OF INDIANA, INC. (1)
RH OF INDIANA, L.P. (4)
RH OF MARYLAND, LLC (5)
RH OF TEXAS LIMITED PARTNERSHIP (6)
RH ORGANIZATION, INC. (1)
RYLAND COMMUNITIES, INC. (1)
RYLAND GOLF COURSE AT THE COLONY, INC. (1)
XXXXXX HOMES INVESTMENT-TEXAS, INC. (1)
XXXXXX HOMES NEVADA, LLC (7)
XXXXXX HOMES OF TEXAS, INC. (1)
XXXXXX HOMES OF ARIZONA, INC. (1)
XXXXXX HOMES OF CALIFORNIA, INC. (1)
XXXXXX ORGANIZATION COMPANY (1)
RYLAND VENTURES, INC. (1)
RYLAND VENTURES II, INC. (1)
RYLAND VENTURES III, INC. (1)
RYLAND VENTURES IV, INC. (1)
THE REGENCY ORGANIZATION, INC. (1)
THE XXXXXX CORPORATION (1)


(1) By:	/s/ Xxxxxx X. Xxxx

	Name: Xxxxxx X. Xxxx
	Title: Treasurer

(2) By:	Ryland Ventures III, Inc.

	Its: General Manager

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(3) By:	Ryland Ventures III, Inc. Its: Managing Member

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(4) By:	RH Builders of Indiana, Inc. Its: General Partner

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(5) By:	Ryland Ventures, Inc.
	Its: General Manager

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(6) By:	Xxxxxx Homes of Texas, Inc. Its: General Partner

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

(7) By:	The Xxxxxx Group, Inc.
	Its: General Partner

	By:	/s/ Xxxxxx X. Xxxx

		Name: Xxxxxx X. Xxxx
		Title: Treasurer

SCHEDULE A


	Principal Amount
	of Securities
Underwriter	to be Purchased
Banc of America Securities LLC		75,000,000

UBS Securities LLC		75,000,000

Wachovia Capital Markets, LLC		50,000,000

X.X. Xxxxxx Securities Inc.		50,000,000


Total	$	250,000,000

ANNEX A

The Xxxxxx Group, Inc.

00000 Xxxx Xxxxxxxx

Xxxxxxxxx, Xxxxxxxxxx 00000