EXHIBIT 10.44



                         RECEIVABLES PURCHASE AGREEMENT


                                      among


                              TRI FUNDING II, INC.
                                   ("TRI II")


                                       and


                          TRI FUNDING COMPANY I, L.L.C.
                                    ("TRI I")


                                       and


                             TRENDWEST RESORTS, INC.
                                  ("Trendwest")


                                       and


                                TW HOLDINGS, INC.
                                 ("TW HOLDINGS")


                                       and


                              TW HOLDINGS II, INC.
                                    ("TW II")


                                       and


                              TRI FUNDING III, INC.
                                 (the "Issuer")


                           Dated as of August 1, 1999



<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                <C>
ARTICLE 1                  DEFINITIONS............................................................................2

       Section 1.01.       Defined Terms..........................................................................2

ARTICLE 2                  ACQUISITION OF ASSETS..................................................................4

       Section 2.01.       [Reserved.]............................................................................4
       Section 2.02.       Initial Acquisition....................................................................4
       Section 2.03.       Subsequent Acquisitions................................................................4
       Section 2.04.       Delivery of Contracts; Filing of Financing Statements..................................4
       Section 2.05.       Servicing of Contracts and Related Vacation Credits....................................5
       Section 2.06.       Review of Contracts....................................................................5

ARTICLE 3                  REPRESENTATIONS AND WARRANTEES.........................................................6

       Section 3.01.       Representations and Warranties of the Sellers..........................................6
       Section 3.02.       Representations and Warranties the Issuer.............................................14
       Section 3.03.       Purchase or Substitution Required upon Breach of Certain
                               Representations and Warranties....................................................15
       Section 3.04.       Requirements for Purchase or Substitution of Contracts................................16

ARTICLE 4                  SELLER COVENANTS......................................................................17

       Section 4.01.       Seller Covenants......................................................................17
       Section 4.02.       Issuer Covenants......................................................................21
       Section 4.03.       Assignment of Assets..................................................................22

ARTICLE 5                  CONDITIONS PRECEDENT..................................................................22

       Section 5.01.       Conditions to Issuer's Initial Obligations............................................22
       Section 5.02.       Conditions to the Sellers'Obligations.................................................23

ARTICLE 6                  TERM AND TERMINATION..................................................................24

       Section 6.01.       Term..................................................................................24
       Section 6.02.       Default by Sellers....................................................................24

ARTICLE 7                  MISCELLANEOUS.........................................................................24

       Section 7.01.       Amendments............................................................................24
       Section 7.02.       Governing Law.........................................................................24
       Section 7.03.       Notices...............................................................................25
       Section 7.04.       Separability Clause...................................................................25
       Section 7.05.       Assignment............................................................................25

       <PAGE>
       Section 7.06.       Further Assurances....................................................................25
       Section 7.07.       No Waivers; Cumulative Remedies.......................................................25
       Section 7.08.       Binding Effect; Third Party Beneficiaries.............................................26
       Section 7.09.       Set-Off...............................................................................26
       Section 7.10.       Sellers Will Not Institute Insolvency Proceedings.....................................26
       Section 7.11.       Counterparts..........................................................................26

Signature Page...................................................................................................27


ANNEX A           --      FORM OF SUPPLEMENT FOR SUBSTITUTE CONTRACTS AND UPGRADE CONTRACTs
EXHIBIT A         --      FORM OF CONTRACt
EXHIBIT B         --      FORM OF ASSET ASSIGNMENt
EXHIBIT C         --      FORM OF SUBSEQUENT ASSET ASSIGNMENt
EXHIBIT D         --      FORM OF SUBORDINATED NOTe

</TABLE>


<PAGE>

         THIS RECEIVABLES  PURCHASE AGREEMENT,  dated as of August 1, 1999 (this
"Agreement"), by and among TRI Funding II, Inc., a Delaware corporation (herein,
together  with its  permitted  successors  and assigns,  "TRI II"),  TRI Funding
Company I, L.L.C., a Delaware limited liability  company (herein,  together with
its permitted  successors and assigns,  "TRI I"),  Trendwest  Resorts,  Inc., an
Oregon corporation (herein,  together with its permitted successors and assigns,
"Trendwest"),  TW Holdings II, Inc., a Delaware  corporation  (herein,  together
with its permitted successors and assigns, "TW II"), TW Holdings, Inc., a Nevada
corporation  (herein,  together with its permitted  successors and assigns,  "TW
Holdings"),  and TRI Funding III, Inc., a Delaware corporation (herein, together
with its permitted successors and assigns, the "Issuer").


                              PRELIMINARY STATEMENT

         The Issuer has entered  into an  Indenture,  dated as of August 1, 1999
(as amended and supplemented from time to time, the  "Indenture"),  with Norwest
Bank Minnesota,  National  Association,  as trustee  (herein,  together with its
permitted  successors and assigns,  the "Trustee"),  and Trendwest,  as servicer
(herein,  together with its permitted  successors and assigns,  the "Servicer"),
pursuant  to which the Issuer  intends to issue its notes,  as  provided  in the
Indenture (the "Notes"), limited as to principal amount.

         In furtherance thereof, TRI I, TRI II, Trendwest, TW II and TW Holdings
(collectively, the "Sellers") and the Issuer have entered into this Agreement to
provide for, among other things, the acquisition and purchase by the Issuer from
time to time of all of the right,  title and interest in and to certain  Assets.
The Issuer will be pledging and  granting to the Trustee a security  interest in
the  Issuer's  interest  in  the  Assets,  as  security  for  the  Notes.  As  a
precondition to the effectiveness of this Agreement, the Issuer, the Trustee and
the Servicer will enter into the Servicing Agreement, dated as of August 1, 1999
(as amended and supplemented from time to time, the "Servicing  Agreement"),  to
provide for the  administration  and servicing of the Assets. In connection with
the issuance of the Notes and pursuant to this Agreement,  Trendwest,  TW II and
TW Holdings, on the Closing Date, and Trendwest,  TRI I and TRI II, from time to
time,  will sell the Assets to the  Issuer.  Such sales shall be effected on the
Closing Date by this Agreement and an Asset Assignment (as defined herein) among
Trendwest,  TW II, TW Holdings and the Issuer,  and on each Subsequent  Transfer
Date by this  Agreement  and the  applicable  Subsequent  Asset  Assignment  (as
defined  herein)  among  Trendwest,  TRI I and TRI II,  as  applicable,  and the
Issuer,  and the list of Contracts so conveyed  shall be listed on Schedule I to
the Asset Assignment or the applicable Subsequent Asset Assignment.

         In order to  further  secure the Notes,  the Issuer  subsequently  will
grant to the Trustee  pursuant to the Indenture,  a security  interest in, among
other things, the Issuer's rights derived under this Agreement,  and the Sellers
agree that all representations, warranties, covenants and

                                       1
<PAGE>

agreements  made by them in this Agreement with respect to the Assets shall also
be for the  benefit  and  security of the Issuer and the Trustee and all holders
from  time to time of the  Notes.  In  consideration  for the  Assets  and their
representations,   warranties,   covenants  and  other   agreements  under  this
Agreement,  on the Closing Date,  TW Holdings and TW II will receive  cash,  and
Trendwest  will receive from the Issuer  cash, a  Subordinated  Note (as defined
herein) and all of the common stock of the Issuer.  On each Subsequent  Transfer
Date,  TRI I and TRI II, as  applicable,  will receive cash,  and Trendwest will
receive  cash  and  increase  in  the  principal   amount   outstanding  of  the
Subordinated Note in exchange for the Assets sold by such Person on such date.


                                    ARTICLE 1

                                   DEFINITIONS

        Section  1.01.  Defined  Terms.  For  purposes  of  this  Agreement  the
following terms shall have the meanings specified herein. Capitalized terms used
herein but not otherwise defined shall have the respective  meanings assigned to
such terms in the Indenture.

         "Acquisition  Consideration"  shall mean, with respect to any Contracts
and the related  Receivables,  the cash which shall be paid by the Issuer to the
Sellers on the Closing Date, and, with respect to Trendwest,  (i) on the Closing
Date, all of the stock of the Issuer, the Subordinated Note and cash and (ii) on
each Subsequent Transfer Date, cash.

         "Asset  Assignment" shall mean the Asset  Assignment,  substantially in
the form attached hereto as Exhibit B, which shall be entered into in connection
with the  conveyance  of Assets  from the  Sellers to the Issuer on the  Closing
Date.

         "Assets"  shall mean all of the Sellers'  right,  title and interest in
and to (a) the Contracts and the related Receivables,  including the proceeds of
the Contracts and the related  Receivables and all payments  received on or with
respect to the Contracts and the related  Receivables  and due after the related
Cut-Off Date,  (b) the Contract Files and the  Collateral  Agent Files,  (c) the
Sellers' rights and interests in the related Vacation Credits, (d) the Servicing
Charges  with  respect to the  Contracts  and (e) all income and proceeds of the
foregoing or relating thereto.

         "Contract  File"  shall  mean,  with  respect  to  each  Contract,  the
following documents:

                   (i)     a copy of the Contract;

                  (ii)     notice of assignment; and

                 (iii) any other  documents or papers  relating to servicing the
Receivables.


                                       2
         <PAGE>

         "Collateral  Agent" shall mean Sage  Systems,  Inc.  and its  permitted
successors and assigns.

         "Collateral Agent File" shall mean, with respect to each Contract,  the
following documents:

                   (i)     the original Contract; and

                  (ii)     notice of assignment.

         "Cut-Off Date" shall have the meaning set forth in the Indenture.

         "Electronic  Ledgers" shall mean the  electronic  master records of all
contracts of the Sellers or the Issuer similar to and including the Contracts.

         "Eligible  Contract" shall mean a Contract that satisfies the selection
criteria set forth in Section 3.01(a) hereof and on which there has been made at
least two scheduled payments.

         "Indenture"  shall mean the  Indenture,  dated as of August 1, 1999, by
and among the Issuer, the Trustee and the Servicer,  as amended and supplemented
from time to time.

         "Issuer  Address"  shall mean 9805 Willows  Road,  Redmond,  Washington
98052.

         "Seller  Address"  with  respect to  Trendwest  shall mean 9805 Willows
Road,  Redmond,  Washington 98052, with respect to TW Holdings shall mean 245 E.
Liberty Street,  3rd Floor,  Reno, Nevada 89520, with respect to the TRI I shall
mean 3250 Lakeport  Boulevard,  Klamath Falls, Oregon 97601, with respect to TRI
II shall mean 3250  Lakeport  Boulevard,  Klamath  Falls,  Oregon 97601 and with
respect to TW II shall mean 9805 Willows Road, Redwood, WA 98052.

         "Subsequent   Asset   Assignment"  shall  mean  each  Subsequent  Asset
Assignment,  substantially in the form attached hereto as Exhibit C, which shall
be entered to in  connection  with the  conveyance of Assets from one or more of
Trendwest,  TRI I and TRI II, as  applicable,  to the Issuer on each  Subsequent
Transfer Date.

         "Subsequent  Contract" shall mean a Contract that a Seller  contributes
to the Issuer pursuant to this Agreement on the related Subsequent Transfer Date
during  the  Prefunding  Period and  identified  on  Schedule  I to the  related
Subsequent Asset Assignment.

         "Subsequent  Transfer  Date"  shall  mean any  Business  Day during the
Prefunding  Period  on which the  applicable  Sellers  contribute  Assets to the
Issuer pursuant to this Agreement and the related Subsequent Asset Assignment.


                                       3
         <PAGE>

         "Substitute  Contract"  shall  have the  meaning  set forth in  Section
3.04(b) hereof.

         "Substitute   Receivable"  shall  mean  the  Receivable  related  to  a
Substitute Contract.

         "Substitution  Criterion"  shall have the  meaning set forth in Section
3.04(b) hereof.

         "Upgrade" shall have the meaning set forth in the Indenture.

         "Upgrade Contract" shall have the meaning set forth in the Indenture.


                                    ARTICLE 2

                              ACQUISITION OF ASSETS

        Section 2.01.    [Reserved.]

        Section  2.02.  Initial  Acquisition.  In  return  for  the  Acquisition
Consideration  with  respect to the Assets  transferred  on the Closing Date and
other rights created by this Agreement, each of Trendwest, TW II and TW Holdings
hereby  transfers,  assigns,  sells and grants to the Issuer,  without  recourse
except as provided in Section 3.03 of this  Agreement,  on the Closing Date, any
and all of such Seller's  respective right,  title and interest in and to all of
such  Assets  relating  to the  Contracts  set forth on  Schedule I to the Asset
Assignment.  Each of the Sellers hereby  acknowledges  that its transfer of such
Assets  to the  Issuer is  absolute  and  irrevocable,  without  reservation  or
retention of any interest whatsoever by such Seller.

        Section 2.03.  Subsequent  Acquisitions.  TRI I, TRI II and Trendwest in
exchange for cash shall transfer,  assign, sell and grant to the Issuer, without
recourse  except  as  provided  in  Section  3.03  of  this  Agreement,  on each
Subsequent Transfer Date, any and all of such Seller's right, title and interest
in and to all of the Assets relating to the Contracts set forth on Schedule I to
the related  Subsequent Asset Assignments.  Each of Trendwest,  TRI I and TRI II
acknowledges that its transfer of such Assets to the Issuer will be absolute and
irrevocable, without reservation or retention of any interest whatsoever by it.

        Section 2.04. Delivery of Contracts; Filing of Financing Statements. (a)
In connection with the Issuer's acquisition of the Assets,  Trendwest, on behalf
of the Sellers and the Issuer,  shall  deliver,  or cause the  delivery  of, the
original  Contracts to the  Collateral  Agent so that the  Collateral  Agent may
retain  possession,  as  agent  of  the  Trustee  thereof  as  provided  in  the
Transaction Documents.  In addition, the Sellers agree to execute, and Trendwest
agrees to
                                       4
<PAGE>

record and file prior to the Closing Date or the  Subsequent  Transfer  Date, as
the case may be, at its own expense, financing statements (and thereafter timely
continuation  statements with respect to such financing statements) with respect
to the Assets transferred on such date, in accordance with Section 3.01(a)(viii)
and Section 4.01(c) hereof.

         (b) In  connection  with such  acquisition,  each of the Sellers  shall
promptly, at its own expense, cause any Electronic Ledger maintained by it to be
marked to show which Assets have been acquired by the Issuer in accordance  with
this  Agreement and  transferred  to the Issuer and pledged by the Issuer to the
Trustee in accordance with the Transaction Documents.

         (c) It is the  intention  of the Sellers and the Issuer that the Issuer
is  acquiring  full and  absolute  title  to the  Assets.  If it is  determined,
however,  that the Sellers have transferred to the Issuer a security interest in
the Assets,  then this Agreement  shall  constitute a security  agreement  under
applicable  law, and each of the Sellers  shall be deemed to have granted to the
Issuer, as of the date hereof, a first priority  perfected  security interest in
such Seller's right, title and interest in the Assets.

        Section 2.05.  Servicing of Contracts and Related Vacation Credits.  The
Servicer shall service the Contracts and the other Assets for the benefit of the
Issuer  (and its  successors  and  assigns)  in  accordance  with the  terms and
conditions  of  the  Transaction   Documents.   Notwithstanding  the  foregoing,
Trendwest  acknowledges and agrees that its obligations under this Agreement are
independent of any  obligations it may have as Servicer and that its obligations
under this Agreement  will continue in full force and effect,  whether or not it
is acting as Servicer,  until  termination of this Agreement in accordance  with
Section 6.01 hereof, unless otherwise provided herein.

        Section  2.06.  Review  of  Contracts.  If  any of  the  Sellers  or the
Collateral  Agent (who shall  thereupon  notify the  Issuer,  Trendwest  and the
Trustee) discovers that any Contracts,  Contract Files or Collateral Agent Files
are missing or defective  (that is,  mutilated,  damaged,  defaced,  incomplete,
improperly  dated,  forged or  otherwise  physically  altered)  in any  material
respect,  Trendwest  shall  correct  or cure  such  omission,  defect  or  other
irregularity within 30 days from the date Trendwest  discovered such omission or
defect,  or from the date Trendwest is notified by the Collateral  Agent of such
omission  or defect.  In the event  Trendwest  is unable to correct or cure such
omission,  defect or  irregularity  within the 30-day  period  described  in the
preceding  sentence,  Trendwest shall purchase or replace such Contract from the
Issuer in accordance with Section 3.03 hereof.


                                       5

<PAGE>

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTEES

        Section 3.01.  Representations  and  Warranties of the Sellers.  Each of
Trendwest, with respect to all of the Contracts and related Receivables,  TRI I,
with respect to the Contracts and related Receivables  transferred by TRI I, TRI
II, with respect to the Contracts and related Receivables transferred by TRI II,
TW Holdings,  with respect to the Contracts and related Receivables  transferred
by TW Holdings,  TWII,  with respect to the  Contracts  and related  Receivables
transferred  by TWII,  hereby and by the Asset  Assignment  and each  Subsequent
Asset Assignment,  hereby makes the following  representations and warranties to
the Issuer and for the benefit of the Issuer,  the Trustee and Holders of Notes,
on which the Issuer relies in acquiring the Assets and on which the Holders rely
in purchasing such Notes. Such  representations and warranties shall survive any
subsequent transfer, assignment, contribution or conveyance of the Contracts and
related  Receivables  and  interest  in the  related  Vacation  Credits  and any
issuance of Notes.

                   (a) As to each Contract, as of the Closing Date, with respect
         to the  Contracts  identified  on the Contract  Schedule on the Closing
         Date and as of the related  Subsequent  Transfer Date,  with respect to
         Subsequent Contracts:

                            (i)  The  information  set  forth  in  the  Contract
                  Schedule is true and correct as of the related Cut-Off Date.

                           (ii) The  rights  with  respect to the  Contract  are
                  assignable by the lender  thereunder  and its  successors  and
                  assigns without the consent of any Person.

                          (iii) The applicable Seller has heretofore provided to
                  the  Collateral  Agent the sole  original  counterpart  of the
                  Contract,  together with any and all  amendments,  waivers and
                  modifications  thereto,   except  for  any  original  executed
                  counterparts  which  have  been  marked to show that they have
                  been pledged by the Issuer to the Trustee under the Indenture,
                  and the terms of such Contract have not been further  amended,
                  waived or modified  subsequent to the above being  provided to
                  the Collateral Agent.

                           (iv) The  Electronic  Ledgers  have  been  marked  as
provided in Section 2.04(b) hereof.


                                       6
                  <PAGE>

                            (v) The  Contract was not  originated  in, nor is it
                  subject  to the laws of, any  jurisdiction,  the laws of which
                  would make  unlawful the sale,  transfer or assignment of such
                  document under any of the Transaction Documents, including any
                  repurchase in accordance with the Transaction Documents.

                           (vi) The  Contract  is in full  force  and  effect in
                  accordance with its respective  terms, and none of the Sellers
                  or any  Obligor  has or will have  suspended  or  reduced  any
                  payments or  obligations  due or to become due  thereunder  by
                  reason of a default by the other party to such Contract; as of
                  the related Cut-Off Date, no Scheduled Payment with respect to
                  such Contract has not been  received and remains  unpaid for a
                  period of 30 or more days (without regard to advances, if any,
                  made by the Servicer),  and there are no proceedings  pending,
                  or to the  best of the  knowledge  of any  Seller,  threatened
                  asserting insolvency of such Obligor;  there has been no other
                  default,  breach or violation of such  Contract;  there are no
                  proceedings  pending,  or to the best of the  knowledge of any
                  Seller,  threatened,  wherein such Obligor or any governmental
                  agency  has   alleged   that  such   Contract  is  illegal  or
                  unenforceable;  and none of the related Scheduled Payments are
                  subject to any set-off or credit of any kind.

                          (vii) The  Contract is the valid,  binding and legally
                  enforceable obligation of the parties thereto,  enforceable in
                  accordance  with its terms,  subject,  as to  enforcement,  to
                  applicable  bankruptcy,  insolvency,  reorganization and other
                  similar laws of general applicability relating to or affecting
                  creditors'  rights  generally  and to  general  principles  of
                  equity regardless of whether  enforcement is sought in a court
                  of law or equity.

                         (viii) All actions, filings (including UCC filings) and
                  recordings  as are required by the  Indenture  and that may be
                  necessary  to perfect,  with  respect to the Trust  Estate,  a
                  first priority security interest of the Issuer and the Trustee
                  in,  and the sale by the  applicable  Seller to the Issuer of,
                  the Contract and the related  Receivables,  being acquired and
                  the transfer of the security  interest in the related Vacation
                  Credits hereunder have been accomplished and are in full force
                  and effect.

                           (ix) The  Contract  is  identical  to one of the form
                  contracts attached as Exhibit A hereto,  except for either (i)
                  such  immaterial  modifications  or  deviations  from the form
                  contract  which  appear  in such  Contract,  which  immaterial
                  modifications  or deviations will not have a material  adverse
                  effect on the Holders of the Notes or (ii) such  modifications
                  or  deviations  as  set  forth  on  Schedule  I to  the  Asset
                  Assignment or Subsequent Asset Assignment, as the case may be,
                  related to such Contract.

                            (x) The  Contract  was  originated  by  Trendwest in
                  Trendwest's  ordinary course of business and meets Trendwest's
                  qualifications for originating vacation

                                       7
                  <PAGE>

                  credit installment  contracts.  The origination and collection
                  practices  used by Trendwest  and the  applicable  Seller with
                  respect  to such  Contract  have been in all  respects  legal,
                  proper, prudent and customary in the vacation credit financing
                  and servicing business.

                           (xi) The  Receivable  is under a Contract  that has a
                  term to the last  Scheduled  Payment  Date of not more than 84
                  months and not less than one month.

                          (xii) The Contract  obligates  the related  Obligor to
                  make all Scheduled Payments thereunder in full notwithstanding
                  the collection by Trendwest of a security deposit with respect
                  thereto.  The  calculation  of  the  Collateral  Value  of the
                  related  Receivable does not include any security  deposits or
                  similar payments  collected by or on behalf of Trendwest which
                  are applied to Scheduled Payments.

                         (xiii) All  requirements of applicable  federal,  State
                  and local laws, and regulations thereunder, including, without
                  limitation,  usury laws,  if any,  in respect of the  Contract
                  have been  complied  with in all material  respects,  and such
                  Contract  complied in all material respects at the time it was
                  originated  or made and now complies in all material  respects
                  with all legal  requirements  of the  jurisdiction in which it
                  was originated.

                          (xiv) The  Contract  is not and will not be subject to
                  any right of  rescission,  set-off,  counterclaim  or defense,
                  including  the  defense  of  usury,  whether  arising  out  of
                  transactions  concerning  such Contract or otherwise,  and the
                  operation of any of the terms of such Contract or the exercise
                  by the  applicable  Seller or the  Obligor of any right  under
                  such Contract will not render such Contract  unenforceable  in
                  whole or in part,  and no such right of  rescission,  set-off,
                  counterclaim   or  defense  has  been  asserted  with  respect
                  thereto,  except that  certain  rights or  defenses  may exist
                  under applicable law which,  individually or in the aggregate,
                  do not make the remedies  available to the Seller with respect
                  to such Contract  inadequate for the practical  realization of
                  the benefits provided thereby.

                           (xv)  Each of the  Sellers  has  duly  fulfilled  all
                  obligations  on the lender's part to be fulfilled  under or in
                  connection with the Contract,  including,  without limitation,
                  giving  any  notices  or  consents  necessary  to  effect  the
                  acquisition  of the Assets by the Issuer and has done  nothing
                  to  impair  the  rights  of the  Issuer  in such  Contract  or
                  payments with respect thereto.

                          (xvi) The  Contract,  the related  Receivable  and the
                  related Seller's interest in the related Vacation Credits have
                  not been sold, transferred, assigned or pledged by such Seller
                  to any Person other than the Issuer (except for such interests
                  in the Assets  which  shall be  terminated  on or prior to the
                  Closing Date),  and upon execution and delivery  hereof and of
                  the Asset Assignment or

                                       8
     <PAGE>

                  Subsequent  Asset  Assignment,  as applicable,  by the related
                  Seller  and  the   payment  by  the  Issuer  of  the   related
                  Acquisition  Consideration,  the  Issuer  will have all of the
                  right,  title and interest in and to such Seller's interest in
                  the  Contract  and  the  related  Receivable  and  a  security
                  interest in the related  Vacation  Credits,  free and clear of
                  all liens and  encumbrances,  except for the  interests of the
                  Obligor pursuant to such Contract.  Such Contract has not been
                  satisfied, subordinated or rescinded.

                         (xvii) The  relevant  Seller has no specific  knowledge
                  that the Contract  will not be fully  performed in  accordance
                  with its terms.

                        (xviii)  The  Obligor  has  made  two  payments   (which
                  payments  may be advance  payments  under such  Contract)  due
                  under the Contract within the time set forth in such Contract.

                          (xix) The  related  Obligor  is  located in the United
                  States  of  America  or  Canada,  and  the  related  Scheduled
                  Payments are payable in U.S. dollars.

                           (xx) The related Scheduled  Payments were established
                  at the time such Contract was originated.

                          (xxi) There are no unpaid brokerage or other fees owed
                  to third parties relating to the origination of the Contract.

                         (xxii) The  Contract  cannot be  rescinded  pursuant to
                  applicable consumer finance laws.

                        (xxiii) The contract was  originated in compliance  with
                  the  requirements of all federal,  state and local laws, rules
                  and regulations  applicable to the origination of the Contract
                  (including,  without limitation,  the Federal Truth-in-Lending
                  Act, the Equal Credit Opportunity Act, the Fair Credit Billing
                  Act, the Fair Credit  Reporting Act, the Fair Debt  Collection
                  Practices   Act,  the  Federal  Trade   Commission   Act,  the
                  Magnuson-Moss   Warranty  Act,  the  Federal  Reserve  Board's
                  Regulations  "B" and "Z", the  Soldiers'  and  Sailors'  Civil
                  Relief  Act of 1940,  and any other  federal,  state and local
                  laws  relating to  interest,  usury,  consumer  credit,  equal
                  credit opportunity,  fair credit reporting,  privacy, consumer
                  protection, false or deceptive trade practices and disclosure,
                  the  Mail  Fraud  statute  and  any   timeshare   disclosure),
                  non-compliance with which could have a material adverse effect
                  on the enforceability or value of the Contract.

                         (xxiv) All Scheduled  Payments are due and payable on a
                  monthly basis, and such Scheduled  Payments are level payments
                  throughout the terms of the Contract.


                                       9
         <PAGE>

                   (b) As to the aggregate pool of Contracts supporting Notes as
         of the Closing Date and each Subsequent  Transfer Date (including those
         contracts  contributed to the Issuer on such Subsequent Transfer Date),
         no Seller used any selection  procedures  that identified the Contracts
         as being less  desirable  or valuable  than other  comparable  vacation
         credit installment contracts owned by such Seller.

                   (c) As to each Seller as of the  Closing  Date and as to each
         of Trendwest, TRI I and TRI II on each Subsequent Transfer Date:

                            (i) Such  Seller  has  been  duly  organized  and is
                  validly  existing  and in good  standing as a  corporation  or
                  limited liability  company,  as applicable,  under the laws of
                  the State in which such Seller was  organized  with  corporate
                  power and authority to own its  properties and to transact the
                  business in which it is now  engaged,  and such Seller is duly
                  qualified to do business in and is in good standing  under the
                  laws of each State in which its  business is located or is not
                  required under  applicable  law to effect such  qualification,
                  except where  failure to so qualify  would not have a material
                  adverse  effect on the  ability of such  Seller to perform its
                  obligations  under the Transaction  Documents or on any of the
                  Contracts,  the Receivables or the related Vacation Credits or
                  on the  ability of such  Seller,  the Issuer or the Trustee to
                  realize upon or enforce the same.

                           (ii)  The  performance  of the  obligations  of  such
                  Seller  under  this   Agreement  and  the  other   Transaction
                  Documents and the consummation of the transactions  herein and
                  therein  contemplated  will not conflict with or result in any
                  breach of any of the  terms or  provisions  of, or  constitute
                  with or without notice, lapse of time or both, a default under
                  the Certificate of  Incorporation,  Articles of Incorporation,
                  Bylaws,  Certificate of Formation or Limited Liability Company
                  Agreement,  as  applicable,  of such  Seller,  or any material
                  indenture,   agreement,  mortgage,  deed  of  trust  or  other
                  instrument  to which such  Seller is a party or by which it is
                  bound,  or result in the creation or  imposition  of any lien,
                  charge  or  encumbrance   (except  the  lien  created  by  the
                  Transaction  Documents)  upon any of the property or assets of
                  such Seller pursuant to the terms of such indenture, mortgage,
                  deed of trust,  or other agreement or instrument to which such
                  Seller is a party or by which such Seller is bound or to which
                  any of such Seller's  property or assets is subject,  nor will
                  such action result in any violation of the  provisions of such
                  Seller's    Certificate   of   Incorporation,    Articles   of
                  Incorporation,  By-laws,  Certificate  of Formation or Limited
                  Liability Company Agreement, as applicable,  or any statute or
                  any order,  rule or regulation of any court or any  regulatory
                  authority  or  other   governmental   agency  or  body  having
                  jurisdiction over such Seller or any of its properties; and no
                  consent,  approval,  authorization,   order,  registration  or
                  qualification  of or with or other action of any court, or any
                  such regulatory authority or other governmental agency or body
                  is required for

                                       10
                 <PAGE>

                  consummation   of  the   transactions   contemplated  by  this
                  Agreement  and the other  Transaction  Documents  except  such
                  consents,   approvals  and  authorizations   which  have  been
                  obtained or such  registrations or  qualifications  which have
                  been made.

                          (iii)  This   Agreement  and  any  other   Transaction
                  Document  to which  such  Seller  is a party  have  been  duly
                  authorized,  executed  and  delivered  by such  Seller  by all
                  necessary  corporate  action and such agreements are the valid
                  and legally  binding  obligations of such Seller,  enforceable
                  against such Seller in accordance with their respective terms,
                  subject   as  to   enforcement   to   applicable   bankruptcy,
                  insolvency,  reorganization  and other similar laws of general
                  applicability  relating  to  or  affecting  creditors'  rights
                  generally and to general  principles  of equity  regardless of
                  whether enforcement is sought in a court of law or equity.

                           (iv)  The  relevant   Seller  Address  is  the  chief
                  executive  office,  principal place of business and the office
                  where such Seller keeps its records  concerning the Contracts,
                  Receivables and the related Vacation Credits.  Such Seller has
                  not used any address other than its Seller Address, 12301 N.E.
                  10th Place, Bellevue, Washington 98005 or 4010 Lake Washington
                  Boulevard,  Suite  300,  Kirkland,  Washington  98033,  in the
                  previous five-year period.  Such Seller's legal name is as set
                  forth  in this  Agreement.  Such  Seller  has not used or done
                  business under any other name in the previous six-year period.

                            (v) Such Seller does not  believe,  nor does it have
                  any reasonable  cause to believe,  that it cannot perform each
                  and every covenant contained in this Agreement.

                           (vi) The transactions contemplated by the Transaction
                  Documents are being  consummated by such Seller in furtherance
                  of its ordinary  business  purposes,  with no contemplation of
                  insolvency and with no intent to hinder,  delay or defraud any
                  of its present or future creditors.

                          (vii)  The  consideration   received  by  such  Seller
                  pursuant to this Agreement is fair consideration  having value
                  reasonably  equivalent  to or in  excess  of the  value of the
                  performance of such Seller's obligations hereunder.

                         (viii)   Neither  on  the  date  of  the   transactions
                  contemplated  by  the  Transaction  Documents  or  immediately
                  before  or after  such  transactions,  nor as a result  of the
                  transactions, will such Seller:

                                     (A) be  insolvent  such that the sum of its
                           debts is greater than all of its respective property,
                           at a fair valuation;


                                       11
                           <PAGE>

                                     (B) be  engaged  in, or about to engage in,
                           business  or a  transaction  for which  any  property
                           remaining  with such Seller  will be an  unreasonably
                           small capital or the remaining  assets of such Seller
                           will  be  unreasonably   small  in  relation  to  its
                           respective business or the transaction; and

                                     (C) have intended to incur,  or believed it
                           would   incur,   debts   that  would  be  beyond  its
                           respective  ability  to pay as such  debts  mature or
                           become due. Such Seller's assets and cash flow enable
                           it to meet its present  obligations  in the  ordinary
                           course of business as they become due.

                           (ix)   Both   immediately   before   and   after  the
                  transactions contemplated by the Transaction Documents (a) the
                  present fair salable value of such Seller's assets was or will
                  be in excess of the amount  that will be  required  to pay its
                  probable  liabilities  as they then  exist and as they  become
                  absolute and matured;  and (b) the sum of such Seller's assets
                  was or will be greater than the sum of its debts,  valuing its
                  assets at a fair salable value.

                            (x) The  acquisition  of the  Assets  by the  Issuer
                  pursuant to this Agreement is not subject to the bulk transfer
                  or  any  similar   statutory   provisions  in  effect  in  any
                  applicable jurisdiction.

                           (xi)  There  are  no  proceedings  or  investigations
                  pending  or,  to the  knowledge  of  such  Seller,  threatened
                  against  or  affecting  such  Seller in or before  any  court,
                  governmental  authority  or  agency  or  arbitration  board or
                  tribunal which, individually or in the aggregate,  involve the
                  possibility   of  materially   and  adversely   affecting  the
                  properties,   business,   prospects,   profits  or   condition
                  (financial  or  otherwise)  of such Seller,  or the ability of
                  such Seller to perform its obligations under this Agreement or
                  the other Transaction Documents. Such Seller is not in default
                  with respect to any order of any court, governmental authority
                  or agency or arbitration board or tribunal.

                          (xii) All tax  returns or  extensions  required  to be
                  filed by such  Seller  in any  jurisdiction  have in fact been
                  filed, and all taxes, assessments, fees and other governmental
                  charges  upon  such  Seller,  or  upon  any of the  respective
                  properties,  income or franchises  shown to be due and payable
                  on such  returns  have been,  or will be,  paid.  All such tax
                  returns are true and correct, and such Seller has no knowledge
                  of any proposed  additional tax  assessment  against it in any
                  material amount nor of any basis therefor.  The provisions for
                  taxes  on the  books of such  Seller  are in  accordance  with
                  generally accepted accounting principles.

                         (xiii) Such Seller (i) is not in violation of any laws,
                  ordinances,  governmental  rules or regulations to which it is
                  subject, (ii) has not failed to obtain any licenses,  permits,
                  franchises or other governmental authorizations

                                       12

                  <PAGE>

                  necessary  to the  ownership of its property or to the conduct
                  of its business, and (iii) is not in violation in any material
                  respect  of any  term of any  agreement,  charter  instrument,
                  bylaw or  instrument to which it is a party or by which it may
                  be bound which violation or failure to obtain might materially
                  adversely  affect the  business  or  condition  (financial  or
                  otherwise) of such Seller.

                          (xiv)  It is the  intention  of such  Seller  that the
                  Assets are being or have been  acquired by the Issuer and that
                  the  beneficial  interest  in and title to the  Assets are not
                  part of such  Seller's  estate in the event of the filing of a
                  bankruptcy  petition  by or  against  such  Seller  under  any
                  bankruptcy law.

                           (xv)  Immediately  prior  to the  acquisition  of the
                  Assets by the Issuer pursuant to this  Agreement,  such Seller
                  was the sole  owner of its  portion of the Assets at such time
                  and had good and  marketable  title  to the  Assets,  free and
                  clear of all liens,  claims and  encumbrances  (except for the
                  Acquisition Consideration and security interests in the Assets
                  which shall be  terminated  on or prior to the Closing Date or
                  the related Subsequent Transfer Date, as applicable).

                          (xvi)  The  Sellers  will  treat the  transfer  of the
                  Assets as a sale to the  Issuer for  federal,  State and local
                  income tax reporting and accounting purposes.

                         (xvii)  The  sale  of  the  Assets   pursuant  to  this
                  Agreement  constitutes  the valid  sale by the  Sellers to the
                  Issuer of all of such  Seller's  right,  title and interest in
                  the Assets.

                        (xviii)  The  Sellers  have valid  business  reasons for
                  selling the Assets to the Issuer  pursuant  to this  Agreement
                  rather than obtaining a loan secured by the Assets.

                          (xix) The Sellers will be operated  generally so as to
                  not  be  substantively   consolidated   with  the  Issuer  for
                  bankruptcy purposes.

                           (xx) No event has occurred that adversely affects the
                  Sellers' ability to perform the  transactions  contemplated by
                  the Transaction Documents.

                          (xxi)  Each  pension  plan or profit  sharing  plan to
                  which each of the Sellers is a party has been fully  funded in
                  accordance with the obligations of such Seller as set forth in
                  such plan.

                         (xxii) Neither the  acquisition  nor the holding of the
                  Contracts and the related Receivables  violates any federal or
                  State law, rule or regulation  the  non-compliance  with which
                  could  have a  material  adverse  effect  on the  value of the
                  Contracts or the related Receivables.

                                       13

<PAGE>

        Section 3.02.  Representations  and Warranties of the Issuer. The Issuer
hereby makes the following representations and warranties for the benefit of the
Trustee and Holders of the Notes,  on which the  Sellers  rely in entering  into
this  Agreement  with the Issuer  and on which the  Holders of the Notes rely in
purchasing  the  Notes;  such  representations  and  warranties  speak as of the
Closing  Date unless  otherwise  indicated,  but shall  survive  any  subsequent
transfer,  assignment,  contribution  or  conveyance  of the  Assets or any part
thereof:

                   (a)  The  Issuer  has  been  duly  organized  and is  validly
         existing in good standing as a corporation  under the laws of the State
         of Delaware,  with corporate power and authority to own its properties,
         perform its obligations under the Transaction Documents and to transact
         the  business  in which it is now  engaged or in which it  proposes  to
         engage;  the Issuer is duly  qualified  to do  business  and is in good
         standing in each State in which the nature of its business  requires it
         to be so qualified, except where failure to so qualify would not have a
         material  adverse  effect on the  ability of the Issuer to perform  its
         obligations under the Transaction Documents.

                   (b) The transfer to and receipt by the Issuer of the Sellers'
         interest in the Contracts,  the  Receivables  and the related  Vacation
         Credits  pursuant  to  this  Agreement  and  the  consummation  of  the
         transactions  contemplated herein and in the Transaction Documents will
         not conflict with or result in breach of any of the terms or provisions
         of, or  constitute  (with or without  notice,  lapse of time or both) a
         default under the Certificate of Incorporation or By-laws of the Issuer
         or any material indenture,  agreement, mortgage, deed of trust or other
         instrument  to which the Issuer is a party or by which it is bound,  or
         result in the creation or imposition of any lien, charge or encumbrance
         (except for the lien created by the Indenture) upon any of the property
         or assets of the  Issuer  pursuant  to the  terms of,  such  indenture,
         mortgage,  deed of trust, or other agreement or instrument to which the
         Issuer  is a party or by  which  it is  bound  or to  which  any of the
         property  or assets  of the  Issuer is  subject,  nor will such  action
         result  in any  violation  of the  provisions  of  the  Certificate  of
         Incorporation  or By-laws  of the  Issuer or any  statute or any order,
         rule or  regulation  of any  court  or  regulatory  authority  or other
         governmental  agency or body having jurisdiction over the Issuer or any
         of its  properties;  and no consent,  approval,  authorization,  order,
         registration or  qualification  of or with or other action of any court
         or any such regulatory  authority or other governmental  agency or body
         is required for the acquisition of the Assets hereunder.

                   (c) The Transaction  Documents to which the Issuer is a party
         have been duly authorized,  executed and delivered by the Issuer by all
         necessary  corporate  action and constitute  valid and legally  binding
         obligations of the Issuer enforceable  against the Issuer in accordance
         with their terms, subject as to enforcement to bankruptcy,  insolvency,
         reorganization and other similar laws of general applicability relating
         to or
                                       14
         <PAGE>

         affecting  creditors'  rights  generally  and to general  principles of
         equity regardless of whether enforcement is sought in a court of equity
         or law.

                   (d) There are no proceedings or  investigations  to which the
         Issuer  is a  party  pending  or,  to  the  knowledge  of  the  Issuer,
         threatened, before any court, regulatory body, administrative agency or
         other  tribunal  or  governmental  instrumentality  (a)  asserting  the
         invalidity  of this  Agreement,  (b) seeking to prevent the issuance of
         the Notes or the consummation of any of the  transactions  contemplated
         by this  Agreement,  or (c)  seeking any  determination  or ruling that
         would  materially and adversely affect the performance by the Issuer of
         its  obligations  under,  or the  validity or  enforceability  of, this
         Agreement.

                   (e) All approvals, authorizations,  consents, orders or other
         actions of any Person or of any court,  governmental  agency or body or
         official,  required in  connection  with the  execution and delivery of
         this  Agreement,  have been or will be taken or obtained on or prior to
         the Closing Date.

                   (f) The Issuer Address is the principal place of business and
         chief executive office of the Issuer.

        Section 3.03.  Purchase or Substitution  Required upon Breach of Certain
Representations  and  Warranties.  Upon  discovery  by the  Issuer or any of the
Sellers of the breach of any  representations or warranties set forth in Section
3.01 or 3.02  hereof  which  materially  and  adversely  affects  the value of a
Contract,  Receivable,  the related  Vacation  Credits,  or the interests of the
Holders of the Notes, or a breach of any of the  representations  and warranties
set forth in  Sections  3.01(a)(v),  3.01(a)(vi),  3.01(a)(vii),  3.01(a)(xiii),
3.01(a)(xiv),  3.01(a)(xvi),  3.01(a)(xxii) or 3.01(a)(xxiii)  hereof, the party
discovering  such breach shall give prompt  written notice to the other parties.
Trendwest  shall,  within 30 days from the date it was notified of, or otherwise
discovers,  such breach,  cure such breach,  or, (1) if the breach  relates to a
particular Contract,  Receivable or Vacation Credit and is not cured, either (a)
purchase the Issuer's interest in such Contract and the related  Receivable from
the Issuer at the Purchase Price or (b) provide a Substitute  Contract or (2) if
the breach  relates to a  representation  or warranty  regarding  the  selection
criteria of the Contracts as a whole and is not cured by  Trendwest,  either (a)
purchase the Issuer's interest in such non-conforming  Contracts and the related
Receivables  from the Issuer or (b) provide  Substitute  Contracts  as set forth
above, so that the  representations and warranties with respect to the selection
criteria are correct,  as evidenced by a certificate  of an officer of Trendwest
to the Trustee.  The Purchase Price for a purchased  Contract shall be paid, and
any  Substitute  Contract  shall be  delivered,  by  Trendwest  to the Issuer in
accordance  with Section  3.04(c)  hereof.  It is understood and agreed that the
obligation  of Trendwest to cure or purchase or replace any Contract as to which
such a breach has occurred  shall  constitute  the sole remedy  respecting  such
breach available to the Issuer, the Holders of Notes or the Trustee on behalf of
such Holders (except for any  indemnities  provided under Section 4.01(j) hereof
or any  obligations  under the  Indenture) for any losses,  claims,  damages and
liabilities arising from the

                                       15
<PAGE>

Issuer's  interest in such Contract or the inclusion of the Issuer's interest in
such Contract in the Trust Estate.

        Section 3.04.  Requirements  for Purchase or  Substitution of Contracts;
Upgrades.  (a) If Trendwest is required to purchase the Issuer's interest in any
Contract and the related  Receivables under Section 3.03 hereof or if the Issuer
is required or elects to purchase the Trustee's interest in any Contract and the
related Receivables under Section 3.10 of the Servicing Agreement, such Contract
and related  Receivables  shall be purchased by Trendwest at the Purchase Price.
All purchases  shall be  accomplished  at the times  specified in subsection (c)
below.

         (b) If Trendwest is required to substitute  any Contract  under Section
3.03  hereof,  each such  contract  (a  "Substitute  Contract")  shall (i) be an
Eligible  Contract;  (ii) be written on one of the  standard  forms  attached as
Exhibit  A to this  Agreement;  (iii) be  accompanied  by a  supplement  to this
Agreement  substantially in the form of Annex A hereto  subjecting such Contract
to the provisions hereof and providing with respect to such Substitute  Contract
the information  required in the Contract Schedule;  (iv) not have been selected
using  procedures  that  identified  the  Contracts  as being less  desirable or
valuable than other comparable  vacation credit  installment  contracts owned by
Trendwest;  and (v) not have any Scheduled  Payments that are due after the date
that is six months prior to the Stated  Maturity of the Notes  supported by such
Contract.  In addition,  (i) such  Substitute  Contracts shall have an aggregate
Collateral  Value  at  least  equal to and not  substantially  greater  than the
aggregate  Collateral  Value of the Contracts  being withdrawn as of the date of
withdrawal (the "Substitution  Criterion"),  (ii) such Substitute  Contract will
have an interest  rate that is not 1% less than the original  Contract and (iii)
the  representations and warranties set forth in Sections 3.01 and 3.02 shall be
true and correct with respect to such Substitute Contract and the aggregate pool
of Contracts as of the date such Substitute Contract is conveyed to the Issuer.

         Upon  the  substitution  of any  Substitute  Contract  pursuant  to the
provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute
Contract will be subject to all the terms and provisions of this Agreement,  the
Servicing Agreement, the Collateral Agent Agreement and the Indenture just as if
such Substitute  Contract had been one of the original Contracts acquired on the
Closing Date. Upon the  substitution of a Substitute  Contract  pursuant to this
Section 3.04(b),  the Issuer and Trendwest shall also comply with the provisions
and  limitations  set  forth  in  the  Indenture.  All  substitutions  shall  be
accomplished at the time specified in subsection (c) below.

         (c)  Any  purchase  or  substitution  of a  Contract  by  Trendwest  in
accordance with Section 3.03 hereof or this Section 3.04 shall be made either by
remittance  of the Purchase  Price to the Servicer for deposit into the Clearing
Account in  accordance  with Section  3.03(a) of the  Servicing  Agreement or by
substitution of a Substitute  Contract,  as applicable,  within one Business Day
following the expiration of the cure period set forth in Section 3.03 hereof.

                                       16

<PAGE>

         (d) If an Obligor desires to enter into an Upgrade Contract, Trendwest,
as Servicer,  shall inform the Issuer of such fact. In such event, if the Issuer
desires  to  purchase  the  receivable  related to such  Upgrade  and so advises
Trendwest,  Trendwest will allow the Obligor to upgrade and transfer the related
Upgrade  Contract to the Issuer in exchange for the existing  Contract with such
Obligor and an amount equal to the difference in the principal  balance  between
the existing  Contract and the Upgrade  Contract  (which amount shall be paid to
Trendwest out of funds distributed to the Issuer pursuant to Section 12.02(d) of
the  Indenture  or by  increasing  the  amount  owed  by the  Issuer  under  the
Subordinated Note); provided,  however, that (i) such Upgrade Contract must have
an interest  rate that is not more than 1.0% per annum  lower than the  interest
rate on the Contract that is being replaced,  (ii) each Scheduled  Payment under
the Upgrade Contract must be the equal to or greater than the Scheduled Payments
on the  existing  Contract,  (iii)  such  Obligor  must have made all  Scheduled
Payments within the time periods required by the related Contract which were due
on or before  the date of such  Upgrade,  (iv)  such  Upgrade  Contract  must be
written on one of the standard  forms  attached as Exhibit A to this  Agreement,
(v) the Upgrade Contract is an Eligible  Contract,  (vi)  simultaneous  with the
execution  of the  Upgrade  Contract,  Trendwest  shall have  executed a form of
assignment to the Issuer  attached to such Upgrade  Contract and the Issuer will
pledge such  Receivable  to the Trustee  pursuant to the  Indenture,  (vii) such
Upgrade  Contract  shall be  delivered  by  Trendwest  to the  Collateral  Agent
immediately  after  execution  of such  contract by the Obligor,  WorldMark  and
Trendwest  (and, in any event,  prior to the release of the original  Contract),
(viii) any applicable  rescission period has expired and (ix) clauses (i)-(viii)
above shall be representations and warranties of Trendwest,  and Trendwest shall
be  obligated  to purchase  from the Issuer any Upgrade  Contract  that does not
comply with such representations and warranties.  Simultaneous with the delivery
of such Upgrade Contract to the Collateral Agent, Trendwest shall deliver to the
Trustee a  supplement  to this  Agreement  substantially  in the form of Annex A
hereto  subjecting  such Contract to the  provisions  hereof and providing  with
respect to such  Upgrade  Contract  the  information  required  on the  Contract
Schedule.

         Upon the acquisition by the Issuer of any Upgrade Contract  pursuant to
the  provisions  of this  Section  3.04(d) (and the  subsequent  transfer of the
related  Receivable  to the Issuer),  Trendwest  hereby agrees that such Upgrade
Contract and the related Receivable,  as applicable,  will be subject to all the
terms and provisions of this Agreement and the Indenture just as if such Upgrade
Contract had been one of the original Contracts acquired on the Closing Date.


                                    ARTICLE 4

                                SELLER COVENANTS

         Section 4.01. Seller Covenants. Each Seller hereby covenants and agrees
with the Issuer as follows:

                   (a) Except as hereinafter provided,  such Seller will keep in
         full effect its  existence,  rights and  franchises as a corporation or
         limited liability company, as

                                       17
         <PAGE>

         applicable,  and will  obtain  and  preserve  its  qualification  to do
         business as a foreign  corporation  or limited  liability  company,  as
         applicable,  in each  jurisdiction  in which such  qualification  is or
         shall be necessary to protect the validity and  enforceability  of this
         Agreement or any of the Contracts and to perform its duties  hereunder.
         Any person into which such Seller may be merged or consolidated,  or to
         whom such  Seller  has sold  substantially  all of its  assets,  or any
         corporation  resulting from any merger,  conversion or consolidation to
         which such Seller  shall be a party,  or any Person  succeeding  to the
         business  of  such  Seller  shall  be  the  successor  of  such  Seller
         hereunder,  without the execution or filing of any paper or any further
         act on the part of any of the parties  hereto,  anything  herein to the
         contrary notwithstanding; provided, however, that (w) immediately after
         giving effect to such  transaction,  no representation or warranty made
         pursuant to Section  3.01(c) hereof shall have been breached,  (x) such
         successor  executes an  agreement  of  assumption,  in form  reasonably
         satisfactory  to the Trustee,  to perform every  obligation  under this
         Agreement,  (y)  such  Seller  shall  have  delivered  to the  Issuer a
         certificate of an officer of such Seller and an Opinion of Counsel each
         stating  that  such  consolidation,  merger,  or  succession  and  such
         agreement of  assumption  complies  with this Section 4.01 and that all
         conditions  precedent,  if any, provided for in this Agreement relating
         to such  transaction have been complied with, and (z) such Seller shall
         have  delivered to the Issuer an Opinion of Counsel  either (1) stating
         that, in the opinion of such  counsel,  all  financing  statements  and
         continuation  statements and amendments  thereto have been executed and
         filed that are necessary  fully to preserve and protect the interest of
         the Issuer in the  Contracts  and reciting the details of such filings,
         or (2) stating  that,  in the opinion of such  counsel,  no such action
         shall be necessary to preserve and protect such interest.

                   (b) Neither  such Seller nor any of the  members,  directors,
         officers,  employees or agents of such Seller (and, with respect to TRI
         I, of the members of such Seller)  shall be under any  liability to the
         Issuer, the Trustee or the Holders of Notes for any action taken or for
         refraining from the taking of any action in good faith pursuant to this
         Agreement,  or for errors in judgment  not  involving  recklessness  or
         negligence;  provided,  however,  that this provision shall not protect
         such Seller  against any breach of warranties or  representations  made
         herein, or failure to perform its obligations in strict compliance with
         this  Agreement,  or any liability  which would otherwise be imposed by
         reason of any  breach of the terms and  conditions  of this  Agreement.
         Such Seller, and any member,  director,  officer,  employee or agent of
         such  Seller  (and,  with  respect  to TRI I,  of the  members  of such
         Seller), may rely in good faith on any document of any kind prima facie
         properly  executed and submitted by any Person  respecting  any matters
         arising  hereunder.  Such Seller shall not be under any  obligation  to
         appear in, prosecute, or defend any legal action that is not incidental
         to its obligations as the seller of the Assets under this Agreement and
         that in its opinion may involve it in any expense or liability.

                   (c) Such Seller will from time to time,  at its own  expense,
         execute  and  file  such  additional  financing  statements  (including
         continuation  statements)  as may be necessary or which the Trustee may
         deem appropriate to preserve the security interests

                                       18
         <PAGE>

         and liens described in Section  3.01(a)(viii) hereof and are reasonably
         satisfactory in form and substance to the Issuer.

                   (d) Such  Seller  will  not  change  its  name,  identity  or
         corporate  structure in any manner that would, could, or might make any
         financing  statement or continuation  statement  misleading  within the
         meaning of section  9-402(7) of the UCC, unless it shall have given the
         Issuer and the Trustee at least 30 days' prior written notice thereof.

                   (e) Such Seller will give the Issuer and the Trustee at least
         30 days'  prior  written  notice  of any  relocation  of its  principal
         executive  office if, as a result of such  relocation,  the  applicable
         provisions  of the UCC would require the filing of any amendment of any
         previously  filed  financing  or  continuation  statement or of any new
         financing statement.

                   (f) Such Seller will duly fulfill all obligations on its part
         to be fulfilled  under or in connection  with each  Contract,  will not
         change or modify  the terms of the  Contracts  (and shall  prevent  any
         third-party  originator  that still owns any Contract  from changing or
         modifying the terms of any such Contract) except as expressly permitted
         by the terms of the Transaction Documents and will do nothing to impair
         the rights of the Issuer or the  Trustee  in the  Assets.  In the event
         that the rights of such Seller  under any  Contract or any  guaranty of
         the related Obligor's obligations under any Contract are not assignable
         to the Issuer,  such Seller will  enforce  such rights on behalf of the
         Issuer;  the  Seller is not aware of any such  inability  to assign any
         Contracts.

                   (g) Such Seller will comply, in all material  respects,  with
         all material acts, rules,  regulations,  orders, decrees and directions
         of any  governmental  authority  applicable  to the  Assets or any part
         thereof;  provided,  however,  that such  Seller may  contest  any act,
         regulation,  order,  decree or direction in any reasonable manner which
         shall not materially  and adversely  affect the rights of the Issuer or
         the Trustee in the Assets.

                   (h) Such  Seller  will  advise  the  Issuer  and the  Trustee
         promptly, in reasonable detail, of the occurrence of any breach by such
         Seller following  discovery by such Seller of such breach of any of its
         representations, warranties and covenants contained herein.

                   (i) Such Seller will  execute or  endorse,  acknowledge,  and
         deliver to the Issuer and the Trustee from time to time such schedules,
         confirmatory  assignments,   conveyances,  and  other  reassurances  or
         instruments  and take such  further  similar  actions  relating  to the
         Assets,  and the rights covered by the  Transaction  Documents,  as the
         Issuer or the Trustee may  reasonably  request to preserve and maintain
         title to the Assets and the rights of the  Trustee  and the  Holders of
         Notes therein against the claims of all persons and parties.

                   (j) Trendwest agrees to indemnify, defend and hold the Issuer
         harmless  from  and  against  any  and  all  loss,  liability,  damage,
         judgment, claim, deficiency or expense

                                       19
         <PAGE>

         (including interest, penalties,  reasonable attorney's fees and amounts
         paid in settlement) that is caused by (i) a material breach at any time
         by  any  Seller  of  the  representations,   warranties  and  covenants
         contained  in  Section  3.01  hereof or this  Section  4.01 or (ii) any
         material information  furnished by any Seller which is set forth in any
         schedule delivered hereunder, being untrue in any material respect when
         any such representation was made or schedule  delivered,  provided that
         Trendwest shall not have any liability with respect to a representation
         or  warranty as to any  specific  Contract,  Receivable  or the related
         Vacation Credits other than to purchase such Contract or substitute for
         such Contract in accordance with Section 3.03 hereof unless such breach
         of  representation  or  warranty  is the  result of a  Seller's  fraud,
         negligence,  bad faith or  willful  misconduct.  Trendwest  shall  also
         indemnify  the Issuer,  the Trustee  and the  Servicer  for any cost or
         expenses  incurred by them in the  enforcement of this  Agreement.  The
         obligations of Trendwest under this Section 4.01(j) shall be considered
         to have been relied upon by the Issuer and shall survive the execution,
         delivery  and  performance  of  this   Agreement,   regardless  of  any
         investigation made by or on behalf of the Issuer,  until termination of
         the Indenture. If Trendwest has made any indemnity payments pursuant to
         this Section 4.01(j) and thereafter the recipient  collects any of such
         amounts  from  others,  such  party  will  promptly  repay  the  amount
         collected to Trendwest, without interest.

                   (k) Such  Seller  will do  nothing  to  disturb or impair the
         acquisition  hereunder  by the  Issuer of all of such  Seller's  right,
         title and interest in the Assets.

                   (l) Such Seller (i) will (A)  maintain  its books and records
         separate from the books and records of the Issuer and (B) maintain bank
         accounts  separate from those of the Issuer and (ii) will not (x) take,
         prior to the complete payment of the Notes, any action that would cause
         the dissolution or liquidation of the Issuer,  (y) guarantee  (directly
         or  indirectly),   endorse  or  otherwise  become  contingently  liable
         (directly  or  indirectly)  for the  obligations  of the  Issuer or (z)
         institute  against the Issuer,  or join any other person in instituting
         against the Issuer,  any case,  proceeding  or other  action  under any
         existing or future bankruptcy, insolvency or similar laws.

                   (m) Such  Seller  shall  notify the  Issuer  and the  Trustee
         promptly after becoming aware of any Lien on any Asset.

                   (n)  On  each  date  as  of  which  Trendwest  substitutes  a
         Substitute  Contract in accordance with Section 3.03 hereof,  Trendwest
         shall   provide  to  the  Issuer  a   supplement   to  this   Agreement
         substantially in the form of Annex A hereto subjecting such Contract to
         the  provisions  hereof and providing  with respect to such  Substitute
         Contract the information required in the Contract Schedule.

                   (o) The  annual  financial  statements  of such  Seller  will
         disclose  the  effects  of  the   transactions   contemplated   by  the
         Transaction  Documents in accordance with generally accepted accounting
         principles. The financial statements of such Seller and the Issuer will
         also  disclose  that the assets of the Issuer are not  available to pay
         creditors of

                                       20
         <PAGE>

         such  Seller.   The  resolutions,   agreements  and  other  instruments
         underlying the Transaction Documents will be continuously maintained by
         such Seller as official records.

                   (p) Such Seller will, at its own cost and expense, (i) retain
         the  Electronic  Ledger  as a master  record of the  Contracts  and the
         related Vacation  Credits and copies of all documents  relating to each
         Contract (other than the original executed  Contracts) as custodian for
         the Issuer and other  Persons,  if any, with interests in the Contracts
         and the related  Vacation  Credits and (ii) mark the  Contracts and the
         Electronic  Ledger to the effect that the  Contracts  and such Seller's
         interest  in the related  Vacation  Credits  have been  acquired by the
         Issuer and a security interest in the related Contracts and the related
         Vacation  Credits  have been  granted by such  Seller to the Issuer and
         that such Receivables, security interests and rights have been pledged,
         transferred  and assigned to the Trustee by the Issuer  pursuant to the
         Indenture.

                   (q) Such Seller will perform the transactions contemplated by
         this  Agreement  in a  manner  that is  consistent  with  the  Issuer's
         ownership interest in the Assets. Such Seller will respond to all third
         party inquiries confirming the transfer of the Assets to the Issuer.

                   (r) Such Seller  shall  immediately  transfer to the Servicer
         for deposit in the Clearing Account any payment it receives relating to
         the Assets.

         Section 4.02. Issuer Covenants.  The Issuer hereby covenants and agrees
with the Sellers as follows:

                   (a) The Issuer hereby acknowledges and agrees that its rights
         in the related Vacation Credits are expressly  subject to the rights of
         the  related   Obligors  in  such  Vacation  Credits  pursuant  to  the
         applicable Contract.

                   (b) On each date as of which any  interest in any Contract is
         to be  purchased  or replaced  by  Trendwest  pursuant to Section  3.03
         hereof,   the  Issuer  shall  submit  to  Trendwest  an  instrument  of
         assignment  assigning  the Issuer's  interest in such  Contract and the
         related Vacation Credits to Trendwest,  signed by the president, senior
         vice  president  or  any  vice  president  of  the  Issuer.  Each  such
         assignment   shall  operate  as  an   assignment,   without   recourse,
         representation, or warranty, to Trendwest of all of the Issuer's right,
         title, and interest in and to such Contract, the related Receivable and
         the  related  Vacation  Credits  and any  security  documents  relating
         thereto,  such  assignment  being an  assignment  outright  and not for
         security,  and upon  payment of the  Purchase  Price or  delivery  of a
         Substitute Contract,  Trendwest will thereupon own such interest in the
         Contract  and all such  security  and  documents,  free of any  further
         obligation to the Issuer with respect  thereto.  If in any  enforcement
         suit or legal  proceeding  it is held that  Trendwest may not enforce a
         Contract  on the  ground  that it is not a real  party in  interest  or
         holder  entitled  to enforce the  Contract,  the Issuer  shall,  at the
         Issuer's expense, take

                                       21
         <PAGE>

         such steps as the Issuer  deems  necessary  to  enforce  the  Contract,
         including bringing suit in the Issuer's name.

                   (c) The Issuer  warrants that,  except as contemplated by the
         Transaction  Documents,  it will have  ownership of or a valid security
         interest in the related Vacation Credits.  The Issuer shall not assign,
         sell, pledge, or exchange,  or in any way encumber or otherwise dispose
         of the related Vacation Credits, except as contemplated by or permitted
         under the Transaction Documents.

        Section 4.03.  Assignment  of Assets.  The Sellers  understand  that the
Issuer will assign to and grant to the Trustee a security interest in the Assets
(including  but not  limited  to the  Receivables,  Contracts  and  the  related
Vacation  Credits).  The  Sellers  consent  to such  assignments  and grants and
further agree that all representations, warranties, covenants and agreements the
Sellers  made  herein  shall also be for the benefit of and inure to the Issuer,
the Trustee and all Holders from time to time of the Notes.


                                    ARTICLE 5

                              CONDITIONS PRECEDENT

        Section  5.01.   Conditions  to  Issuer's   Initial   Obligations.   The
obligations  of the Issuer to execute and deliver  the Asset  Assignment  to the
Sellers on the Closing Date and the applicable  Subsequent  Asset  Assignment to
the  applicable  Sellers on each  Subsequent  Transfer  Date,  pursuant  to, and
perform it  obligations  pursuant  to,  this  Agreement  shall be subject to the
satisfaction of the following conditions:

                   (a)  All   representations  and  warranties  of  the  Sellers
         contained in Sections  3.01(b) and 3.01(c)  hereof and all  information
         provided  in the  Contract  Schedule  shall be true and  correct on the
         Closing Date and, with respect to Trendwest, each applicable Seller and
         each Subsequent  Contract,  each related Subsequent Transfer Date, with
         the same effect as though such  representations and warranties had been
         made on such  date,  and on the  Closing  Date the  Sellers  shall have
         delivered  to the Issuer,  the Trustee  and the  Initial  Purchaser  an
         Officer's  Certificate to such effect (with respect to the Closing Date
         sale only);

                   (b)  All   representations  and  warranties  of  the  Sellers
         contained  in Section  3.01(a)  hereof shall be true and correct on the
         Closing  Date with  respect  to the  Contracts  listed on the  Contract
         Schedule on the Closing  Date and on the  related  Subsequent  Transfer
         Date with respect to the Subsequent Contracts,  with the same effect as
         though such  representations and warranties had been made on such date,
         and on the Closing Date the Sellers shall have delivered to the Issuer,
         the Trustee and the Initial

                                       22
         <PAGE>

         Purchaser  of the Notes an Officer's  Certificate  to such effect (with
         respect to the Closing Date sale only);

                   (c) The Sellers shall have  delivered  all other  information
         theretofore  required  or  reasonably  requested  by the  Issuer  to be
         delivered  by the Sellers  hereunder,  duly  certified by an officer of
         each of the Sellers, and the Sellers shall have substantially performed
         all other  obligations  required to be performed as of the Closing Date
         and each Subsequent Transfer Date by the provisions of this Agreement;

                   (d) On or prior  to the  Closing  Date  and  each  Subsequent
         Transfer  Date,  Trendwest,   on  behalf  of  the  Sellers  shall  have
         delivered, or caused the delivery of, the Collateral Agent File related
         to the Contracts  identified in the Contract Schedule to the Collateral
         Agent or its agent and,  subject to Section  2.04  hereof,  there shall
         have been made all filings, recordings and/or registrations,  and there
         shall  have been  given,  or  taken,  any  notice or any other  similar
         action,  as may be necessary in the opinion of the Issuer,  in order to
         establish  and preserve the right,  title and interest of the Issuer in
         such Contract and the other Assets;

                   (e) On or before the Closing Date,  the Issuer,  the Servicer
         and the Trustee shall have entered into the Servicing Agreement;

                   (f) The Notes shall be issued and sold on the  Closing  Date,
         the  Issuer  shall  receive  the  full  consideration  due it upon  the
         issuance  of  such  Notes,   the  Issuer   shall  have   applied   such
         consideration,   to  the   extent   necessary,   to  pay  the   related
         consideration to the Sellers on such date; and

                   (g) Each applicable  Seller shall have executed and delivered
         the Asset Assignment or a Subsequent Asset Assignment, as applicable.

        Section 5.02. Conditions to the Sellers' Obligations. The obligations of
each of the Sellers to execute and deliver to the Issuer the Asset Assignment or
a  Subsequent  Asset  Assignment,  as  applicable,  and perform its  obligations
pursuant to this Agreement on the Closing Date and each Subsequent Date shall be
subject to the satisfaction of the following conditions:

                   (a)  All   representations   and  warranties  of  the  Issuer
         contained  in this  Agreement  shall be true and correct  with the same
         effect as though such  representations  and warranties had been made on
         such date;

                   (b)  The  Issuer  shall  have   executed  and  delivered  the
         applicable Asset Assignment; and

                   (c) All corporate and legal  proceedings  and all instruments
         in connection  with the  transactions  contemplated  by this  Agreement
         shall be satisfactory in form and

                                       23

         <PAGE>

         substance to such Seller,  and such Seller shall have received from the
         Issuer copies of all documents (including,  without limitation, records
         of  corporate   proceedings)   relevant  to  the  transactions   herein
         contemplated as such Seller may reasonably have requested.

         Trendwest's  obligation  to repurchase  the Contracts  pursuant to this
Agreement  shall not be  affected  by any  failure of the Issuer to comply  with
clause (a) of this Section 5.02 subsequent to the Closing Date.


                                    ARTICLE 6

                              TERM AND TERMINATION

        Section 6.01.  Term.  This  Agreement  shall  commence as of the date of
execution and delivery  hereof and shall continue in full force and effect until
the later of (i) payment with respect to the last Asset or (ii)  termination  of
the Indenture.

        Section  6.02.  Default by  Sellers.  If any Seller  shall be in default
under this  Agreement and such default shall not have been cured for a period of
60 days, or if such Seller shall become  insolvent or make an assignment for the
benefit of its creditors or have a receiver  appointed for all or  substantially
all of its properties, or if any proceedings commenced, or consented to, by such
Seller are not stayed or dismissed within 90 days after being commenced  against
such  Seller  under any  bankruptcy,  insolvency  or other law for the relief of
debtors, the Issuer shall have the right, in addition to any other rights it may
have under any applicable  law, to terminate this Agreement with respect to such
Seller upon 30 days' prior  written  notice to such  Seller;  provided  that any
termination of this Agreement  shall not release such Seller from any obligation
under this Agreement.


                                    ARTICLE 7

                                  MISCELLANEOUS

        Section 7.01. Amendments.  This Agreement and the rights and obligations
of the parties  hereunder may not be changed orally but only by an instrument in
writing signed by the party against which enforcement is sought.  This Agreement
may be amended by the Issuer and the Sellers only with the prior written consent
of the Holders of 66-2/3% in principal  amount of the  Outstanding  Notes of the
Controlling Class.

         Section  7.02.  Governing  Law.  This  Agreement  shall be construed in
accordance  with the internal laws of the State of New York,  without  regard to
choice of law principles.


                                       24
<PAGE>

        Section 7.03. Notices. All demands, notices and communications hereunder
shall be in writing and shall be delivered  personally,  mailed by registered or
certified United States mail, postage prepaid, or sent via overnight air courier
or facsimile  communication  and addressed,  in the case of the Sellers,  to the
Seller  Address,  and in the case of the  Issuer,  to the  Issuer  Address.  All
notices and demands shall be deemed to have been given either at the time of the
delivery  thereof to any officer of the Person  entitled to receive such notices
and demands at the address of such Person for notices hereunder, or on the third
day after the mailing  thereof to such  address,  as the case may be. Any Person
may change the address for notices  hereunder by giving notice of such change to
the other Person.

        Section 7.04.  Separability  Clause.  Any  provisions of this  Agreement
which are prohibited or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

        Section 7.05.  Assignment.  Except as provided in Section 4.01(a),  this
Agreement  may not be  assigned  or  delegated  by any Seller  without the prior
written  consent  of the  Issuer,  the  Trustee  and the  Holders  of 66-2/3% in
principal amount of the Outstanding  Notes of the Controlling  Class and may not
be assigned or delegated by the Issuer without the prior written consent of each
of the Sellers,  the Trustee and the Holders of 66-2/3% in  principal  amount of
the Outstanding Notes of the Controlling Class.

        Section  7.06.  Further  Assurances.  Each of the Sellers and the Issuer
agrees to do such  further  acts and things and to  execute  and  deliver to the
Trustee such additional assignments,  agreements,  powers and instruments as are
required by the Trustee to carry into effect the  purposes of this  Agreement or
to better  assure and confirm unto the Trustee or the Holders of the Notes their
rights,  powers or remedies hereunder.  If any Obligor shall be in default under
any Contract,  upon reasonable request from the Servicer,  the applicable Seller
will  take all  reasonable  steps to  assist  in  enforcing  such  Contract  and
preserving and maintaining title to the Assets and the rights of the Trustee and
the Holders of the Notes  therein  against the claims of all persons and parties
to the extent the  applicable  Seller is capable of  performing  such  requested
steps  and  the  Servicer  reasonably  determines  that  the  assistance  of the
applicable Seller is necessary to effect the intent and purposes hereof.

        Section 7.07. No Waivers;  Cumulative  Remedies.  No failure to exercise
and no delay in exercising, on the part of the Issuer or the Sellers, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial  exercise of any right,  remedy,  or  privilege  hereunder
preclude  any other or  further  exercise  hereof or the  exercise  of any other
right, remedy, power or privilege. The rights,  remedies,  powers and privileges
herein  provided are  cumulative  and not  exhaustive  of any rights,  remedies,
powers and privileges provided by law.

                                       25

<PAGE>

        Section 7.08. Binding Effect; Third Party Beneficiaries.  This Agreement
will inure to the benefit of and be binding upon the parties hereto, the Holders
of Outstanding Notes, and their respective successors and permitted assigns.

        Section 7.09.  Set-Off.  (a) Each of the Sellers hereby  irrevocably and
unconditionally  waives  all right of set-off  that it may have  under  contract
(including  this  Agreement),  applicable  law or otherwise  with respect to any
funds or monies of the Issuer at any time held by or in the  possession  of such
Seller.

         (b) The Issuer shall have the right to set-off  against each Seller any
amounts to which such  Seller may be entitled  and to apply such  amounts to any
claims the  Issuer may have  against  such  Seller  from time to time under this
Agreement.  Upon any such  set-off  the Issuer  shall give  notice of the amount
thereof and the reasons therefor.

        Section 7.10. Sellers Will Not Institute Insolvency Proceedings.  During
the term of this  Agreement  and for one year and one day after the  termination
hereof,  none of the parties  hereto or any  Affiliate  thereof or any Holder of
Outstanding  Notes (and each Holder of Outstanding Notes so agrees by acceptance
of a Note)  will  file any  involuntary  petition  or  otherwise  institute  any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other  proceeding  under any federal or state  bankruptcy or similar law against
the Issuer.

         Section 7.11.  Counterparts.  This  Agreement may be executed in one or
more counterparts all of which together shall constitute one original document.

                                       26

<PAGE>


         IN WITNESS  WHEREOF,  the  Sellers  and the  Issuer  have  caused  this
Agreement  to be duly  executed  by their  respective  officers  thereunto  duly
authorized as of the date and year first above written.

                               TRENDWEST RESORTS, INC.



                      By
                     Name:
                    Title:



                               TRI FUNDING II, INC.



                      By
                     Name:
                    Title:



                               TRI FUNDING COMPANY I, L.L.C.
                               By:  TRENDWEST FUNDING I, INC., as member



                      By
                     Name:
                    Title:



                               TW HOLDINGS, INC.



                      By
                     Name:
                    Title:



                                       27



<PAGE>



                                           TW HOLDINGS II, INC.



                        By
                       Name:
                      Title:



                                           TRI FUNDING III, INC.



                        By
                       Name:
                      Title:


                                       28

<PAGE>


                                     ANNEX A


                   FORM OF SUPPLEMENT FOR SUBSTITUTE CONTRACTS
                              AND UPGRADE CONTRACTS


         Pursuant  to Section  3.04(b) and  Section  3.04(d) of the  Receivables
Purchase Agreement dated as of August 1, 1999 (the "Agreement"), among Trendwest
Resorts,  Inc.  ("Trendwest"),  TRI Funding  Company I, L.L.C.,  TRI Funding II,
Inc.,  TW Holdings,  Inc.,  TW Holding II, Inc. and TRI Funding III,  Inc.  (the
"Issuer"),  attached as Schedule I hereto is a Supplemental  Contract  Schedule,
which  includes  information  regarding  Assets that are hereby sold,  assigned,
transferred  and  delivered by Trendwest  to the Issuer in  accordance  with the
Agreement and the Asset Assignment and setting forth the Collateral Value of any
Contract  being  sold to the  Issuer by  Trendwest  pursuant  to an  Upgrade  or
exchanged pursuant to a substitution.

                                                 TRENDWEST RESORTS, INC.



                                       By
                                      Name:
                                     Title:



<PAGE>


                                   SCHEDULE I


             SUPPLEMENTAL CONTRACT SCHEDULE FOR SUBSTITUTE CONTRACTS
                              AND UPGRADE CONTRACTS





<PAGE>


                                    EXHIBIT A


                                FORM OF CONTRACT





<PAGE>

                                    EXHIBIT B


                            FORM OF ASSET ASSIGNMENT

         This Asset Assignment ("Assignment") is made as of August 25, 1999 (the
"Closing Date"),  by and among Trendwest  Resorts,  Inc., an Oregon  corporation
("Trendwest"),  TW Holdings  II,  Inc.,  a Delaware  corporation  ("TW II"),  TW
Holdings,  Inc., a Nevada corporation,  (together with Trendwest, and TW II, the
"Assignors"  and each an  "Assignor")  and TRI  Funding  III,  Inc.,  a Delaware
corporation ("Assignee"), with reference to the following facts:


                                    RECITALS:

          A. In connection  with the sale of certain  assets of the Assignors in
conjunction  with the  issuance of notes on the date hereof by TRI Funding  III,
Inc.,  Assignee  and  the  Assignors  have  executed  the  Receivables  Purchase
Agreement dated as of August 1, 1999 (the "Agreement").

          B. In connection with the Agreement,  each of the Assignors desires to
assign and transfer to Assignee all of such Assignor's right, title and interest
in  and to  each  of  the  assets  described  in  Schedule  I  hereto,  and  the
corresponding paragraphs below (the "Assigned Interests").

          C.  Assignee  desires to accept this  Assignment  and  transfer of the
Assigned  Interests  and assume all duties and  obligations  attendant  thereto,
accruing after the Closing Date.

          D. Terms used but not  defined  herein have the  meanings  ascribed to
them in the Agreement.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged and in consideration of the mutual
covenants set forth herein, the Assignors and Assignee hereby agree as follows:

          1.  Assignment.  Each Assignor  hereby  assigns,  conveys,  grants and
transfers,  without  recourse  except as provided in the Agreement,  to Assignee
(and the successors and assigns of Assignee) the following property:

                  1.1. Such Assignor's  right,  title and interest in and to the
         Contracts  and related  Receivables  described and listed on Schedule I
         hereto.

                  1.2. A security  interest in the vacation  credits  subject to
         each such Contract (the "Vacation Credits").

                  1.3.     All other Assets relating to such Contract.



<PAGE>

          2.  Assumption.  Assignee hereby accepts the foregoing  assignment and
hereby assumes all of the indebtedness,  if any, duties and obligations incident
hereto and thereto, subject to the terms and conditions of the Agreement.

          3. Further Assurance.  The Assignors and Assignee each hereby agree to
provide such further assurances and to execute and deliver such documents and to
perform all such other acts as are necessary or  appropriate  to consummate  and
effectuate this Assignment.

          4. Distinct  Entities.  The Assignors and Assignee hereby  acknowledge
that for all purposes  each of the  Assignors  and the Assignee are separate and
distinct legal entities.  Accordingly,  no Assignor shall be liable to any third
party for the debts,  obligations and liabilities of the Assignee;  and Assignee
shall  not be  liable  to  any  third  party  for  the  debts,  obligations  and
liabilities  of any  Assignor  to the extent that such  debts,  obligations  and
liabilities have not been expressly assumed by Assignee hereunder.

          5. Governing Law. This Assignment shall be governed by and interpreted
in  accordance  with the laws of the State of New York,  and the parties  hereto
hereby   acknowledge  and  agree  that  this  Assignment  and  the  transactions
contemplated  hereunder  were  negotiated  and entered  into in the State of New
York.

          6. Authority.  Each of the Assignors and the Assignee hereby represent
respectively  that  they  have  full  power  and  authority  to enter  into this
Assignment.

          7.   Counterparts.   This  Assignment  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original but all of which, taken
together, shall constitute one and the same instrument.

          8.  Successors  and Assigns.  Each of the  Assignors  and the Assignee
agree that this Assignment will be binding and will inure to the benefit of each
Assignor and its  successors and assigns and the Assignee and its successors and
assigns.



<PAGE>

         IN WITNESS  WHEREOF,  this  Assignment has been executed as of the date
first above written.

                                               TRENDWEST RESORTS, INC., Assignor



                                       By
                                      Name:
                                     Title:



                                               TW HOLDINGS II, INC.



                                       By
                                      Name:
                                     Title:



                                               TW HOLDINGS, INC., Assignor



                                       By
                                      Name:
                                     Title:



                                               TRI FUNDING III, INC., Assignee



                                       By
                                      Name:
                                     Title:



<PAGE>

                                   SCHEDULE I


                                CONTRACT SCHEDULE






<PAGE>




                                    EXHIBIT C


                       FORM OF SUBSEQUENT ASSET ASSIGNMENT

         This  Asset  Assignment  ("Assignment")  is made as of  ______________,
_____     (the     "Subsequent     Transfer     Date"),     by     and     among
_________________________________________ (the "Assignor"), and TRI Funding III,
Inc., a Delaware  corporation  ("Assignee"),  with  reference  to the  following
facts:


                                    RECITALS:

          A. In  connection  with the sale of certain  assets of the Assignor in
conjunction  with the  issuance of notes on the date hereof by TRI Funding  III,
Inc., Assignee and the Assignor have executed the Receivables Purchase Agreement
dated as of August 1, 1999 (the "Agreement").

          B. In connection  with the Agreement,  the Assignor  desires to assign
and transfer to Assignee all of such Assignor's right, title and interest in and
to each of the assets  described  in  Schedule I hereto,  and the  corresponding
paragraphs below (the "Assigned Interests").

          C.  Assignee  desires to accept this  Assignment  and  transfer of the
Assigned  Interests  and assume all duties and  obligations  attendant  thereto,
accruing after the Subsequent Transfer Date.

          D. Terms used but not  defined  herein have the  meanings  ascribed to
them in the Agreement.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged and in consideration of the mutual
covenants set forth herein, the Assignor and Assignee hereby agree as follows:

          1.  Assignment.  The  Assignor  hereby  assigns,  conveys,  grants and
transfers,  without  recourse  except as provided in the Agreement,  to Assignee
(and the successors and assigns of Assignee) the following property:

                  1.1. The  Assignor's  right,  title and interest in and to the
         Contracts  and related  Receivables  described and listed on Schedule I
         hereto.

                  1.2. A security  interest in the vacation  credits  subject to
         each such Contract (the "Vacation Credits").

                  1.3.     All other Assets relating to such Contract.



<PAGE>

          2.  Assumption.  Assignee hereby accepts the foregoing  assignment and
hereby assumes all of the indebtedness,  if any, duties and obligations incident
hereto and thereto, subject to the terms and conditions of the Agreement.

          3. Further  Assurance.  The Assignor and Assignee each hereby agree to
provide such further assurances and to execute and deliver such documents and to
perform all such other acts as are necessary or  appropriate  to consummate  and
effectuate this Assignment.

          4. Distinct  Entities.  The Assignor and Assignee  hereby  acknowledge
that for all  purposes  each of the  Assignor  and the Assignee are separate and
distinct legal  entities.  Accordingly,  the Assignor shall not be liable to any
third party for the debts,  obligations  and  liabilities  of the Assignee;  and
Assignee shall not be liable to any third party for the debts,  obligations  and
liabilities  of the  Assignor  to the extent that such  debts,  obligations  and
liabilities have not been expressly assumed by Assignee hereunder.

          5. Governing Law. This Assignment shall be governed by and interpreted
in  accordance  with the laws of the State of New York,  and the parties  hereto
hereby   acknowledge  and  agree  that  this  Assignment  and  the  transactions
contemplated  hereunder  were  negotiated  and entered  into in the State of New
York.

          6. Authority.  Each of the Assignor and the Assignee hereby  represent
respectively  that  they  have  full  power  and  authority  to enter  into this
Assignment.

          7.   Counterparts.   This  Assignment  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original but all of which, taken
together, shall constitute one and the same instrument.

          8. Successors and Assigns. Each of the Assignor and the Assignee agree
that this  Assignment  will be  binding  and will  inure to the  benefit  of the
Assignor and its  successors and assigns and the Assignee and its successors and
assigns.



<PAGE>

         IN WITNESS  WHEREOF,  this  Assignment has been executed as of the date
first above written.

                                    ______________________________, Assignor



                          By
                         Name:
                        Title:



                                    TRI FUNDING III, INC., Assignee



                          By
                         Name:
                        Title:



<PAGE>


                                   SCHEDULE I


                                CONTRACT SCHEDULE





<PAGE>


                                    EXHIBIT D


                            FORM OF SUBORDINATED NOTE



                                                       $------------



                              TRI FUNDING III, INC.


                                SUBORDINATED NOTE



Date:  August 25, 1999             Stated Maturity:  __________, 2___

         TRI FUNDING III, INC., a special purpose corporation duly organized and
existing  under the laws of the State of  Delaware  (the  "Issuer,"  which  term
includes any successor entity under the Indenture  referred to below), for value
received,  hereby promises to pay to Trendwest Resorts, Inc.  ("Trendwest"),  or
its assigns, the principal sum ___________________  Dollars  ($_____________) in
monthly  installments  beginning on  September  15, 1999 (the  "Initial  Payment
Date"),  and to pay  interest  monthly in arrears on the unpaid  portion of said
principal  sum (and,  to the extent that the payment of such  interest  shall be
legally enforceable, on any overdue installment of interest on this Subordinated
Note) on the fifteenth day of each calendar  month or, if such  fifteenth day is
not a Business Day, the Business Day  immediately  following  (each,  a "Payment
Date"),  for the period from and including  August 25, 1999 through the last day
of the applicable Due Period immediately  preceding the Initial Payment Date for
the Notes  referred to below,  and  thereafter,  monthly from and  including the
first day  through  the last day of the Due  Period  immediately  preceding  the
Payment  Date, at the rate of _______% per annum  (calculated  on the basis of a
360-day year consisting of 12 months of 30 days each). Each monthly  installment
of principal  payable on this  Subordinated Note shall be an amount equal to the
cash available for distribution  until the principal  amount owed hereunder,  as
adjusted as set forth below,  is paid in full.  Any remaining  unpaid portion of
the principal amount of this Subordinated Note shall be due and payable no later
than the Stated Maturity referred to above; provided, however, that if the Notes
(as defined  below) are not paid in full on such date,  no such amounts shall be
due or  payable  until  the  Notes  are paid in  full.  All  terms  used in this
Subordinated Note which are defined in the Indenture  (referred to herein as the
"Indenture"),  dated as of August 1, 1999, among the Issuer,  Trendwest Resorts,
Inc., as Servicer, and Norwest Bank Minnesota,  National Association, as Trustee
shall have the meanings assigned to them in the Indenture.

         The  principal  and interest on this  Subordinated  Note are payable by
check mailed by first-class mail to Trendwest or its assigns or by wire transfer
in immediately available funds to the

         <PAGE>

         account specified in writing to the Trustee by Trendwest or its assigns
received  at least five  Business  Days prior to the Record Date for the Payment
Date on which wire  transfers  will  commence,  in such coin or  currency of the
United  States of America as at the time of payment is legal  tender for payment
of public and private debts.  Funds  represented by checks returned  undelivered
will be held for payment to the Person entitled thereto, subject to the terms of
the  Indenture,  at the  office  or  agency  in the  United  States  of  America
designated as such by the Issuer for such purpose pursuant to the Indenture.

         The principal  owed on this  Subordinated  Note will be increased  from
time to time in the event that Trendwest  transfers the receivable related to an
Upgrade  Contract to the Issuer to be included in the Trust Estate,  such amount
to equal the  difference  between the  principal  balance of the  receivable  of
Upgrade Contract as of the date of such Upgrade and the Collateral Value on such
date of the Receivable being replaced.

         This Subordinated Note and the Issuer's Receivables-Backed Notes 1999-1
(the  "Notes")   issued  pursuant  to  the  Indenture  are  secured  by  certain
Receivables and other  Collateral  described in the Indenture.  The Trust Estate
relating  to the Notes also  secures the  payment of certain  other  amounts and
certain other  obligations  as described in the  Indenture.  Until the Notes are
paid  in full  and  the  obligations  of the  Issuer  under  the  Indenture  are
satisfied,  (i) the  Subordinated  Notes are payable only at the time and in the
manner  provided in the  Indenture  and are not  redeemable or prepayable at the
option of the Issuer  before such time and (ii) the holder of this  Subordinated
Note will not cause the filing of a bankruptcy  petition  against the Issuer for
any reason whatsoever,  including, without limitation, the failure of the Issuer
to make any payments of principal of or interest on this Subordinated Note until
after a period equal to 10 days plus the applicable  preference period under the
United States Bankruptcy Code has passed since the Notes were paid in full.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer  and the  rights  of the  holder  of this  Subordinated  Note  under  the
Indenture  at any time by the  Issuer,  the Trustee  and the  Servicer  with the
consent of the Holders of not less than 66-2/3% in principal  amount of Notes of
the  Controlling  Class  of the  Notes  Outstanding  under  the  Indenture.  The
Indenture  also  contains   provisions   permitting  the  Holders  of  specified
percentages in aggregate  principal amount of the Notes, at the time Outstanding
under the Indenture,  to waive compliance by the Issuer with certain  provisions
of the  Indenture  and  certain  past  defaults  under the  Indenture  and their
consequences. This Subordinated Note shall not be amended without the consent of
Holders of not less than 66-2/3% in principal amount of the Controlling Class of
the Notes Outstanding.

         No  reference  herein  to  the  Indenture  and  no  provision  of  this
Subordinated  Note or of the Indenture  shall alter or impair the  obligation of
the Issuer,  which is absolute and  unconditional,  to pay the  principal of and
interest on this  Subordinated  Note, but, so long as any Notes are Outstanding,
solely from the  Collateral  pledged to the  Trustee  under the  Indenture  with
respect to the Notes at the times,  place and rate, and in the coin or currency,
herein prescribed.

         <PAGE>

         Notwithstanding  anything  else  to  the  contrary  contained  in  this
Subordinated  Note or the  Indenture,  the  obligation  of the Issuer to pay the
principal of and interest on this Subordinated Note is not a general  obligation
of the  Issuer,  nor its  officers or  directors,  but, so long as any Notes are
Outstanding, is limited solely to the Collateral pledged under the Indenture.

         So long as the Notes are Outstanding, Trendwest shall not transfer this
Subordinated Note to any Person.

         This  Subordinated  Note and the  Indenture  shall be  governed  by and
construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles.

         IN WITNESS WHEREOF,  TRI Funding III, Inc. has caused this Subordinated
Note to be signed, manually, by its ______________________.

                                                          TRI FUNDING III, INC.



                                       By
                                      Name:
                                     Title:



<PAGE>




                                   SCHEDULE I


                                CONTRACT SCHEDULE