TW HOLDINGS, INC.,

                                    as Seller


                                  SEAFIRST BANK
                      AND THE OTHER PURCHASERS NAMED HEREIN

                                 as Purchasers,


                                 BANK OF AMERICA

                                    as Agent,

                                       and

                            TRENDWEST RESORTS, INC.,

                               as Master Servicer


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

                              AMENDMENT NUMBER TWO
                            DATED AS OF JUNE 18, 1998
                         TO SECOND AMENDED AND RESTATED
                         RECEIVABLES TRANSFER AGREEMENT
                            DATED AS OF JUNE 1, 1997
                         ------------------------------







<PAGE>





     This Amendment  Number Two dated as of June 18, 1998 (this  "Amendment") to
Second Amended and Restated  Receivables  Transfer Agreement dated as of June 1,
1997, (as amended December 30, 1997, the "Receivables Transfer  Agreement"),  is
made among TW  HOLDINGS,  INC., a Nevada  corporation  (the  "Seller"),  BANK OF
AMERICA NATIONAL TRUST AND SAVINGS  ASSOCIATION,  a national banking association
("BANK OF AMERICA"),  and the other purchasers named in the Receivables Transfer
Agreement  (collectively,  the  "Purchasers"),  BANK OF AMERICA as agent for the
Purchasers  (in such capacity,  the "Agent"),  and TRENDWEST  RESORTS,  INC., an
Oregon  corporation  ("TRI" or, in its capacity as Master Servicer,  the "Master
Servicer").  Capitalized  terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Receivables Transfer Agreement.


                                    RECITALS

     WHEREAS,  the  Seller,  the  Purchasers,  the  Agent and TRI  executed  the
Receivables Transfer Agreement; and

     WHEREAS,  pursuant  to  Section  15.7  thereof,  the  Receivables  Transfer
Agreement may be amended or modified by written  agreement of the Seller and the
Agent; and

     WHEREAS,  pursuant to Section 12.1 of the Receivables  Transfer  Agreement,
the Agent may, on the instructions of the Required Purchasers and with the prior
written  consent of all  Purchasers,  agree to any change or modification of the
Receivables Transfer Agreement; and

     WHEREAS,  the Seller, the Purchasers,  the Agent, and TRI wish to amend the
Receivables  Transfer  Agreement by making the changes and  additions  set forth
herein;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein contained, the parties hereto agree as follows:

     Section 1. Section 1.1 of the Receivables  Transfer Agreement is amended by
adding, in alphabetical order, the following definitions:

     "Consolidated  Charge-off  Rate"  means,  as of any  Settlement  Date,  the
average of the  Consolidated  Monthly  Charge-off Rates for the three Collection
Periods  immediately  preceding the Collection  Period in which such  Settlement
Date occurs.

     "Charge-off  Factor"  means,  with  respect  to any  Collection  Period,  a
fraction of which the numerator is 365 and the denominator is the number of days
in such Collection  Period.  Section 2. The definition of "Consolidated  Monthly
Charge-off Rate" in Section 1.1 of the Receivables Transfer Agreement is amended
to read:

     "Consolidated   Monthly   Charge-off  Rate"  means,  with  respect  of  any
Collection Period, a fraction, expressed as a percentage, the numerator of which
is the product of (x) the Charge-off  Factor for such Collection  Period and (y)
the sum of (i) the Outstanding  Principal Balance of all Receivables included in
the Receivables  Pool that were  charged-off and (ii) the outstanding  principal
balance of all Originator Receivables that were charged-off, in each case during
such  Collection  Period,  and the  denominator  of  which is the sum of (i) the
average  Outstanding  Principal  Balance  of  all  Receivables  included  in the
Receivables  Pool and (ii) the  average  outstanding  principal  balance  of all
Originator Receivables, in each case for each day in such Collection Period.

     Section 3. In the  definition of "Commitment  Termination  Date" in Section
1.1 of the Receivables  Transfer  Agreement,  "June 30, 1998" is changed to June
17, 1999.

     Section 4. In the definition of "Interest Rate Protection  Date" in Section
1.1 of the Receivables Transfer Agreement, "8%" is changed to "7%."

     Section 5. In the definition of "Margin" in Section 1.1 of the  Receivables
Transfer  Agreement,  "1.25%"  is  changed  to  "1.125%"  and "2%" is changed to
"1.625%."

     Section 6. The  definition of "Monthly  Charge-off  Rate" in Section 1.1 of
the Receivables Transfer Agreement is amended to read:

     "Monthly  Charge-off Rate" means, with respect to any Collection  Period, a
fraction,  expressed as a  percentage,  the numerator of which is the product of
(x) the Charge-off  Factor for such  Collection  Period and (y) the  Outstanding
Principal Balance of all Receivables  included in the Receivables Pool that were
charged-off by the Seller during such  Collection  Period and the denominator of
which is the average Outstanding  Principal Balance of all Receivables  included
in the Receivables Pool for each day in such Collection Period.

     Section  7. The  Receivables  Transfer  Agreement  is amended by adding the
following new section:

     Section  2.3.  Extension of  Commitment  Termination  Date.  The Seller may
request,  on an annual basis, a 364-day extension of the Commitment  Termination
Date.  Such request must be delivered in writing to the Agent and each Purchaser
no later than 60 days prior to the then- scheduled Commitment  Termination Date.
Each Purchaser shall notify the Seller and the Agent in writing no later than 30
days prior to the  then-scheduled  Commitment  Termination Date, if it agrees to
the extension of the Commitment  Termination  Date, which decision shall be made
in its sole discretion. If all Purchasers agree to the extension, the Commitment
Termination  Date shall be  extended  for 364 days.  If any  Purchaser  does not
notify the Agent in writing that it agrees to such an extension at least 30 days
before the  then-scheduled  Commitment  Termination Date, the Agent shall notify
the other  Purchasers  thereof and the Seller  shall have the right,  subject to
Section 13.2, to designate another bank or financial institution, which may be a
Purchaser,  which  is  acceptable  to the  Agent  to  purchase  at par  (on  any
Settlement Date following on or before the then-scheduled Commitment Termination
Date) such declining  Purchaser's Pro Rata Share of the Aggregate Net Investment
and to assume such Purchaser's Pro Rata Share of the Commitment without recourse
to or  warranty  by, or expense to, such  Purchaser  except that such  declining
Purchaser shall be deemed to have represented and warranted to the Seller and to
the  replacement  Purchaser  that  its  Pro  Rata  Share  of the  Aggregate  Net
Investment is free and clear of Liens created by or arising under such declining
Purchaser.  If the  Seller  designates  another  bank or  financial  institution
pursuant to the immediately preceding sentence, the declining Purchaser shall be
obligated to sell its Undivided Interest to the replacement  Purchaser upon such
terms. If no such  replacement  Purchaser is found,  the Commitment  Termination
Date shall not be extended.

     Section 8. Section 7.1 of the Receivables  Transfer Agreement is amended by
adding the following new paragraph at the end:

     (n) Year 2000. On the basis of a comprehensive review and assessment of the
Seller's  systems  and  equipment  and  inquiry  made of the  Seller's  material
suppliers,  vendors and customers, the Seller reasonably believes that the "Year
2000  Problem"  (that  is,  the  inability  of  computers,  as well as  imbedded
microchips  in  non-computing   devices,  to  perform  properly   date-sensitive
functions  with respect to certain dates prior to and after  December 31, 1999),
including costs of remediation,  will not result in a material adverse change in
the  operations,  business,  properties,  condition  (financial or otherwise) or
prospects of the Seller.  The Seller has developed  feasible  contingency  plans
adequate to ensure  uninterrupted and unimpaired business operation in the event
of failure of its own or a third  party's  systems or equipment  due to the Year
2000 Problem, including those of vendors, customers, and suppliers, as well as a
general  failure  of  or  interruption  in  its   communications   and  delivery
infrastructure.

     Section 9. Section 9.1(c) of the Receivables  Transfer Agreement is amended
by deleting from clause (i) the expression "12% per annum or . . ."

     Section 10. Section 11.1 of the Receivables  Transfer  Agreement is amended
by deleting paragraph (o) in its entirety and substituting this new paragraph:

     (o) Occurrence of the Commitment Termination Date.

     Section 11. Section 15.2 of the Receivables  Transfer  Agreement is amended
by deleting from the second proviso to the second  sentence the words "not later
than" and substituting in lieu thereof the words "as close as possible to . . ."

     Section 12. Section 15.5 of the Receivables  Transfer  Agreement is amended
by changing clauses (iii) and (iv) to read:

                  (iii) The Purchasers
                            c/o Bank of America
                            231 S. LaSalle Street, 16th Floor
                            Chicago, IL  60697
                            Attention: Mark Wegner
                            Telephone:  (312) 828-3343
                            Telecopier: (312) 923-0273

                  (iv)      Bank of America, as Agent
                            231 S. LaSalle Street, 16th Floor
                            Chicago, IL  60697
                            Attention:  Mark Wegner
                            Telephone:  (312) 828-3343
                            Telecopier: (312) 923-0273


     Section 13. Section 15.12 of the Receivables  Transfer Agreement is amended
by  renumbering  clause  (vi) as clause  (vii) and adding a new  clause  (vi) as
follows:

     (vi) to affiliates of the Agent in connection  with the  performance of any
duties relating to this Agreement . . .

     Section  14.  As  the  agency  function  for  this   transaction  has  been
transferred from Seattle to Chicago,  all references in the Receivables Transfer
Agreement to "Seafirst" are deemed references to "Bank of America."

     Section 15.  Sections 1, 2, 6, 9, and 13 of this Amendment are effective as
of June 30, 1997 and Sections 3, 4, 5, 7, 8, 10, 11, 12, and 14 are effective as
of the date of this Amendment.

     Section 16.  Notwithstanding  the definition of "Yield Period" contained in
Section 1.1 of the Receivables  Transfer Agreement,  the next Yield Period shall
commence on the date of this Amendment and end on July 10, 1998.

     Section  17. The  Purchasers  each hereby  instruct  the Agent to amend the
Receivables  Transfer  Agreement as set forth above and further  consent to such
amendment.

     Section 18. This Amendment may be executed in counterpart signatures by the
parties  hereto,  which,  when taken  together,  shall  constitute  one  binding
instrument among the parties hereto.

     Section 19. The Seller,  the  Purchasers,  the Agent,  TRI,  and the Master
Servicer hereby further ratify, confirm and approve all of the provisions of the
Receivables  Transfer  Agreement  and  their  applicability  hereto.  Except  as
expressly  amended by the terms hereof,  the terms of the  Receivables  Transfer
Agreement shall remain in full force and effect.

     Section  20.  The  Seller  hereby  represents  and  warrants  that  (i) the
respective  representations and warranties made by the Seller in the Receivables
Transfer Agreement are true and correct with the same force and effect as though
made on and as of the date  hereof and (ii) no  Termination  Event or  Unmatured
Termination  Event has occurred and is continuing  nor will occur as a result of
amending the Receivables Transfer Agreement in the manner set forth above.

     Section 21. The Master Servicer hereby represents and warrants that (i) the
respective  representations  and warranties  made by the Master  Servicer in the
Receivables  Transfer  Agreement  are true and  correct  with the same force and
effect as though made on and as of the date hereof and (ii) no Termination Event
or Unmatured  Termination Event has occurred and is continuing nor will occur as
a result of amending the Receivables  Transfer Agreement in the manner set forth
above.

     ORAL  AGREEMENTS OR ORAL  COMMITMENTS TO LOAN MONEY,  EXTEND CREDIT,  OR TO
FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed on their behalf by their officers duly authorized thereunto,  as of the
day and year first above written.



        TW HOLDINGS, INC., as Seller



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        TRENDWEST RESORTS, INC., as Master
        Servicer



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Purchaser



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        FIRST NATIONAL BANK OF CHICAGO



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        SOCIETE GENERALE



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        THE BANK OF TOKYO-MITSUBISHI, LTD., as Purchaser



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        KEYBANK NATIONAL ASSOCIATION



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        SANWA BANK CALIFORNIA



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        FIRST SECURITY BANK OF IDAHO, N.A.



        By ____________________________________
           Name:  _____________________________
           Title: _____________________________



        U.S. BANK NATIONAL ASSOCIATION



        By ____________________________________
           Name:  _____________________________
        Title: _____________________________