PURCHASE AGREEMENT


     This Purchase  Agreement  (hereinafter  referred to as "Agreement") is made
this  22nd day of  September,  1998,  by and  between  Trendwest  Resorts,  Inc.
(hereinafter referred to as "Buyer") and R & R Vista, an Oregon partnership with
R. L.  Wendt  and R. C.  Wendt  the two  partners  (hereinafter  referred  to as
"Seller"), each of whom agrees:

     1. DEFINED TERMS. As used in this Purchase  Agreement,  the following terms
shall have the respective  meanings set forth below (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

     a. "Acquired Purchase Contracts" means the purchase contracts receivable of
Seller which are described and listed in Exhibit A hereto, free and clear of all
liens and encumbrances.

     b. "Assignment and Assumption Agreement" means the agreement to be executed
by the  Seller  and  Buyer at the  Closing  in the form of  attached  Exhibit  B
covering transfer of the Seller's interest in the Acquired Purchase contracts.

     c. "Bill of Sale"  means the  instrument  to be  executed by the Seller and
delivered to the Buyer at the Closing in the form of attached Exhibit C.

     d. "Buyer" means Trendwest  Resorts,  Inc., located at 12301 NE 10th Place,
Bellevue, Washington 98005.

     e.  "Closing" has the meaning specified in Section 3 hereof.

     f. "Closing Date" has the meaning specified in Section 3 hereof.

     g. "Effective Time" has the meaning specified in Section 3 hereof.



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     h.  "Person"  shall  mean  an  individual,   partnership,   joint  venture,
corporation, bank, trust, unincorporated organization and/or a government or any
department or agency thereof.

     i. "Purchase Price" has the meaning specified in Section 4.1 hereof.

     j. "Seller" means R & R Vista, an Oregon  partnership  with R. L. Wendt and
R. C. Wendt the two partners,  located at 2120  Fairmount  St.,  Klamath  Falls,
Oregon 97601.


     2. AGREEMENT TO SELL AND PURCHASE THE ACQUIRED PURCHASE CONTRACTS.  Subject
to the  terms  and  conditions  and in  reliance  upon the  representations  and
warranties  contained  in this  Agreement,  Seller shall sell to Buyer and Buyer
shall acquire from Seller the Acquired Purchase Contracts.

     3. CLOSING;  EFFECTIVE TIME. The sale and purchase of the Acquired Purchase
Contracts as contemplated by this Agreement (the "Closing")  shall take place at
Seller's offices, located in Klamath Falls, Oregon at 10:00 a.m. (local time) on
September  22, 1998 (or such other place,  date and time as shall be agreed upon
by Buyer and Seller).  The date of the Closing is referred to in this  Agreement
as the "Closing  Date".  When  completed,  the Closing  shall be effective as of
12:01 a.m. (local time) on September 22, 1998 (the "Effective Time").

     4. PURCHASE PRICE.

     4.1 Price. As the purchase price for the Acquired Purchase Contracts, Buyer
shall pay to Seller the total sum of Seven  Million  One  Hundred  Thirty  Eight
Thousand  Two  Hundred  Sixty  Eight  and  80/100ths   Dollars   ($7,138,268.80)
(hereinafter  referred  to  as  "Purchase  Price"),   payable,  at  Closing,  in
immediately available funds of the United States by wire transfer.  The Purchase
Price includes both  outstanding  principal and accrued interest on the Acquired
Purchase Contracts.

     5.  REPRESENTATIONS  AND WARRANTIES OF SELLER.  Seller hereby  warrants and
represents to Buyer as follows:

     5.1  Standing  and  Authority  of  Seller.  Seller  is a  partnership  duly
organized and validly  existing in good standing  under the laws of the State of
Oregon and possesses all requisite power and authority to enter into and perform
this Agreement. This Agreement is a valid and binding obligation of Seller, duly
enforceable in accordance with its terms.



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     5.2 Title and Condition of Acquired Assets. Seller has good, marketable and
indefeasible  title to all of the Acquired Purchase Contracts at the Closing and
as of the  Effective  Time,  free and clear of all  mortgages,  liens,  charges,
claims, leases, restrictions and encumbrances whatsoever.  There is no agreement
of any kind  whereby  any Person or Persons  have any right to acquire or obtain
(by purchase,  gift,  merger,  consolidation or otherwise) an interest in any of
the Acquired Purchase Contracts.

     5.3 Compliance  with  Instruments.  Seller is not in default  under,  or in
breach of any material term or provision of contract,  lease, agreement or other
instrument to which the Acquired  Purchase  Contracts are bound.  The execution,
delivery  and  performance  of this  Agreement  by Seller  does not and will not
conflict with or result in a breach of or a default  under,  or give rise to any
right of termination,  cancellation or acceleration  with respect to, any of the
terms,  conditions  or provisions  of any (as so defined)  indenture,  contract,
agreement,  license,  lease or other  instrument to which the Acquired  Purchase
Contracts are bound.

     5.4  Authorization  by Seller.  The execution,  delivery and performance of
this Agreement by Seller have been duly and validly  authorized by all necessary
action  on the  part of  Seller  and this  Agreement  is a  valid,  binding  and
enforceable  obligation  of Seller  except  as the  enforcement  thereof  may be
limited by applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws affecting or limiting the rights of creditors generally.

     5.5  Brokers.  No  person  acting  on  behalf  of the  Seller  or under the
authority of Seller is or will be entitled to any broker's,  finder's or similar
fee, directly or indirectly from the Buyer in connection with the asset purchase
contemplated in this Agreement.

     5.6  Disclosure.  To  Seller's  knowledge  there  are no other  matters  or
liabilities,  contingent or otherwise, which materially adversely affects or has
a substantial  likelihood in the future of  materially  adversely  affecting the
Acquired Purchase Contracts.

     6. CONDITIONS TO SELLER'S OBLIGATION TO CLOSE. The obligation of the Seller
to  transfer,  assign,  and deliver the  Acquired  Purchase  Contracts  to Buyer
pursuant to this  Agreement  is subject to the  satisfaction  (unless  waived in
writing by Seller) of each of the following conditions at and as of the Closing.



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     6.1  Performance of  Obligations  by Buyer.  Buyer shall have performed and
complied with all agreements and conditions required to be performed or complied
with by Buyer under this Agreement prior to or at the Closing.

     6.2 Purchase  Price.  Seller  shall have  received,  the Purchase  Price as
described in Section 4.1 herein.

     6.3  Consents  and  Notices.  Buyer shall have  obtained  or  effected  all
consents,  approvals,  waivers,  notices and filings required in connection with
the execution and delivery by Buyer of this Agreement or  consummation  by Buyer
of the  transactions  contemplated  thereby,  and any notice or  waiting  period
relating  thereto  shall have expired  with all  requirements  lawfully  imposed
having been satisfied in all material respects.

     7.  CONDITIONS TO BUYER'S  OBLIGATION TO CLOSE.  The obligation of Buyer to
purchase the Acquired Purchase  Contracts from Seller pursuant hereto is subject
to the satisfaction (unless waived in writing by Buyer) of each of the following
conditions at and as of the Closing:

     7.1  Representations  and  Warranties  Correct.   The  representations  and
warranties of Seller  contained in Section 5 hereof shall be true and correct in
all material  respects on and as of the date of this  Agreement and at and as of
the Closing as though made at and as of the  Closing,  except as affected by the
transactions contemplated by this Agreement.

     7.2  Performance of Obligations by Seller.  Seller shall have performed and
complied with all agreements and conditions required to be performed or complied
with by Seller under this Agreement prior to or at the Closing including without
limitation  the  delivery  to  Buyer  of:  (a) a  duly  executed  Bill  of  Sale
transferring to Buyer all of the Acquired  Purchase  Contracts free of all liens
and encumbrances;  and, (b) a duly executed Assignment and Assumption  Agreement
transferring the Acquired Purchase Contracts.

     7.3  Consents  and  Notices.  Seller  shall have  obtained or effected  all
consents,  approvals,  waivers,  notices and filings required in connection with
the execution and delivery by Seller of this Agreement or consummation by Seller
of the  transactions  contemplated  hereby,  and any  notice or  waiting  period
relating  thereto  shall have expired  with all  requirements  lawfully  imposed
having been satisfied in all material respects.

     8. FURTHER  COOPERATION.  After the Closing,  each party, at the request of
the other and without  additional  consideration,  shall  execute and deliver or
cause to be executed and  delivered  from time to time such further  instruments
and  shall  take such  further  action as the  requesting  party may  reasonably
require in order to carry out more  effectively  the intent and  purpose of this
Agreement.




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     9.  AMENDMENTS AND WAIVERS.  Any term or provision of this Agreement may be
waived without affecting any of the rights,  conditions, or limitations relating
to the other terms and conditions of this Agreement at any time by an instrument
in writing  signed by the party which is entitled  to the  benefits  thereof and
this  Agreement may be amended or  supplemented  at any time by an instrument in
writing signed by all parties hereto.

     10.  EXPENSES.  Each  party  will be  responsible  for its own  attorneys',
accounting and other  professional fees incurred in connection with the purchase
contemplated in this Agreement.

     11.  PRORATIONS.  The parties will prorate as of the  Effective  Time,  all
interest  and  principle  receivable  and periodic  charges  which relate to the
Acquired Purchase Contracts.

     12. ASSIGNMENT AND BINDING EFFECT.  The Agreement shall be binding upon and
inure to the benefit of and be  enforceable  by each of the  parties  hereto and
their  respective  successors  and  assigns.  Neither  this  Agreement  nor  any
obligation  hereunder shall be assigned or assignable by Buyer or Seller without
the prior written consent of the other parties hereto.

     13. NOTICES. All notices, consents, requests,  instructions,  approvals and
other communications  provided for herein and all legal process in regard hereto
shall be validly given, made or served if in writing or delivered  personally or
sent by certified or registered mail, postage prepaid, addressed as follows:

         To Seller:     R & R Vista
                                    2120 Fairmount St.
                                    Klamath Falls, Oregon 97601
                                    Attn: R. C. Wendt

         To Buyer:                  Trendwest Resorts, Inc.
                                    12301 NE 10th Place
                                    Bellevue, WA 98005


or to such other address as any party hereto may,  from time to time,  designate
in writing  delivered in a like manner.  Notice given by mail shall be deemed to
be given on the date which is two business  days  following the date the same is
postmarked.

     14. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  agreement
between the parties hereto with respect to the transactions  contemplated hereby
and supersedes and is in full  substitution for any and all prior agreements and
understandings between any of said parties relating to such transactions.


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     E-CREST/3-95PUR.EC  Page 15. DESCRIPTIVE HEADINGS. The descriptive headings
of the several  sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

     16.  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON.

     17.  COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which  shall be an  original,  but all of which  together
shall constitute one instrument.

     18.  ATTORNEY'S  FEES.  In the event legal  action is taken to enforce this
Agreement or any provision thereof,  or as a result of any breach of warranty or
representation  or other default of either party,  the prevailing  party in such
action shall be entitled to receive its reasonable  attorney's fees, in addition
to all other  costs or  charges  allowed,  which  shall be fixed by the court or
courts in which the suit or  action,  including  any appeal  thereon,  is tried,
heard or decided.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

BUYER:                                       SELLER:

Trendwest Resorts, Inc.             R & R Vista


By: ____________________             By: ____________________
Its:____________________                 R. C. Wendt


                                    By: ____________________
                                        R. L. Wendt
<PAGE>

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     FOR VALUE RECEIVED,  (i) R & R Vista, an Oregon  partnership  ("Assignor"),
assigns, transfers and sets over to Trendwest Resorts, Inc. ("Assignee"), all of
Assignor's  right,  title and interest as of the Effective  Time in the Acquired
Purchase  Contracts  described in that certain  Purchase  Agreement  dated as of
September 22, 1998, between Assignor and Assignee  ("Agreement"),  and listed in
the attached  Schedule;  and (ii) Assignee  hereby assumes and agrees to perform
all  obligations of Assignor under said  contracts,  which arise or mature after
the Effective Time.

     This  Assignment  and  Assumption  Agreement  is  executed  pursuant to the
Agreement, which contains warranties, rights and limitations with respect to the
obligations  assigned and assumed  hereunder and which Agreement is incorporated
herein by this reference.  All capitalized  terms in this instrument  shall have
the meanings set forth in the Agreement, unless separately defined herein.

     DATED this 22nd day of September, 1998.

Trendwest Resorts, Inc.              R & R Vista


By: ____________________              By: ____________________
Its:____________________                  R. C. Wendt


                                       By: ____________________
                                           R. L. Wendt






<PAGE>






                                  BILL OF SALE


     FOR VALUE RECEIVED,  R & R Vista, an Oregon  partnership  ("Seller") sells,
assigns and  transfers to Trendwest  Resorts,  Inc.  ("Buyer"),  all of Seller's
right, title and interest in the Acquired Purchase Contracts as of the Effective
Time.  The property  being  conveyed  pursuant to this Bill of Sale is listed on
Appendix "A", attached hereto.

     This Bill of Sale is given  pursuant  to that  certain  Purchase  Agreement
dated as of September 22, 1998, between Seller and Buyer ("Agreement"), which is
incorporated  herein by reference  and which  contains  certain  warranties  and
disclaimers  applicable for this instrument.  All capitalized terms in this Bill
of Sale shall have the meanings specified in the Agreement.

         DATED this 22nd day of September, 1998.

                               R & R Vista


                           By: ____________________
                                   R. C. Wendt


                           By: ____________________
                                   R. L. Wendt


<PAGE>






                                    Exhibit B

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     FOR VALUE RECEIVED,  (i) R & R Vista, an Oregon  partnership  ("Assignor"),
assigns, transfers and sets over to Trendwest Resorts, Inc. ("Assignee"), all of
Assignor's  right,  title and interest as of the Effective  Time in the Acquired
Purchase  Contracts  described in that certain  Purchase  Agreement  dated as of
September 22, 1998, between Assignor and Assignee  ("Agreement"),  and listed in
the attached  Schedule;  and (ii) Assignee  hereby assumes and agrees to perform
all  obligations of Assignor under said  contracts,  which arise or mature after
the Effective Time.

     This  Assignment  and  Assumption  Agreement  is  executed  pursuant to the
Agreement, which contains warranties, rights and limitations with respect to the
obligations  assigned and assumed  hereunder and which Agreement is incorporated
herein by this reference.  All capitalized  terms in this instrument  shall have
the meanings set forth in the Agreement, unless separately defined herein.

     DATED this 22nd day of September, 1998.

Trendwest Resorts, Inc.                     R & R Vista


By: ____________________                    By: ____________________
Its:____________________                        R. C. Wendt


                                            By: ____________________
                                                R. L. Wendt






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                                    Exhibit C

                                  BILL OF SALE


     FOR VALUE RECEIVED,  R & R Vista, an Oregon  partnership  ("Seller") sells,
assigns and  transfers to Trendwest  Resorts,  Inc.  ("Buyer"),  all of Seller's
right, title and interest in the Acquired Purchase Contracts as of the Effective
Time.  The property  being  conveyed  pursuant to this Bill of Sale is listed on
Appendix "A", attached hereto.

     This Bill of Sale is given  pursuant  to that  certain  Purchase  Agreement
dated as of September 22, 1998, between Seller and Buyer ("Agreement"), which is
incorporated  herein by reference  and which  contains  certain  warranties  and
disclaimers  applicable for this instrument.  All capitalized terms in this Bill
of Sale shall have the meanings specified in the Agreement.

         DATED this 22nd day of September, 1998.

                                R & R Vista


                           By: ____________________
                                   R. C. Wendt


                           By: ____________________
                                   R. L. Wendt