RECEIVABLE SALE AGREEMENT

                                     between

                            TRENDWEST RESORTS, INC.,
                                    as Seller


                                       and

                              TW HOLDINGS II, INC.,
                                  as Purchaser


                           Dated as of April 15, 1999



<PAGE>



         RECEIVABLE  SALE  AGREEMENT  (the  "Agreement"),  dated as of April 15,
1999,  by and  between  Trendwest  Resorts,  Inc.,  an Oregon  corporation  (the
"Seller"),  and its successors and permitted assigns and TW Holdings II, Inc., a
Delaware corporation (the "Purchaser"), and its successors and assigns.

                                               W I T N E S S E T H:

         WHEREAS,  the Purchaser has been formed as a qualifying special purpose
entity for the purpose of acquiring Receivables from the Seller; and

         WHEREAS,  from time to time,  the Seller  intends to sell or contribute
Receivables  to the  Purchaser,  and the  Purchaser  intends to purchase  and/or
accept Receivables from the Seller.

         NOW,  THEREFORE,  in  consideration  of the mutual  covenants set forth
herein,  and for other valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto covenant and agree as follows:

         SECTION 1. Definitions; Interpretation.  Capitalized terms used but not
defined herein shall have the meanings given them "Trendwest  Warehouse Facility
Definitions" attached hereto as Annex A.

         SECTION 2. Sale and Disposition of Receivables.

                  (a) From time to time, the Seller may sell or contribute  (and
by  execution of a Sale  Assignment  will  thereby  sell or  contribute)  to the
Purchaser,  subject to the terms and  conditions of this  Agreement,  all right,
title and interest of the Seller in and to:

                           (i)  the  Receivables  listed  in  the  related  Sale
         Assignment, all payments paid in respect thereof and all monies due, to
         become due or paid in respect  thereof  after the related  Cut-off Date
         and all liquidation  proceeds and recoveries  thereon,  in each case as
         they arise after the related  Cut-off  Date or other date  specified in
         the Sale Assignment;

                  (ii) all security  interests  and liens and  property  subject
         thereto  from time to time  purporting  to secure  payment by  Obligors
         under such Receivables;

                  (iii) all guaranties,  indemnities  and warranties,  and other
         agreements  or  arrangements  of whatever  character  from time to time
         supporting or securing payment of such Receivables;

                  (iv) all collections and records (including computer records)
                  with         respect   to   the
         foregoing;

                  (v) all  documents  relating  to such  Receivables,  including
         those contained in the Receivable  Files and all Receivable  Documents;
         and

                  (vi) all income, payments,  proceeds and other benefits of any
and all of the foregoing.

Subject to the terms and conditions of this Agreement,  the Purchaser  agrees to
purchase  or accept  the  foregoing  from the  Seller.  To the  extent  that the
Receivable Acquisition Price paid to the Seller for any Receivables is less than
the fair market  value of such  Receivables,  the  difference  between such fair
market  value  and the  Receivable  Acquisition  Price  shall be  deemed to be a
capital contribution made by the Seller to Purchaser on the relevant Sale Date.

         (b) In order  to  offer a  Receivable  for  sale by the  Seller  to the
Purchaser,  the  Seller  shall  deliver  to  the  Custodian,  on  behalf  of the
Purchaser,  each of the Receivable  Documents and the  originally  executed Sale
Assignment  therefor five Business Days prior to the Sale Date.  Upon receipt by
the  Custodian  of the  complete  Receivable  Documents  and the  duly  executed
original Sale  Assignment,  the  acceptance and approval by the Lender of a duly
executed Receipt from the Custodian, and subject to the terms of this Agreement,
the Purchaser will transfer or cause to be transferred to the Seller,  an amount
equal to the Receivable  Acquisition  Price with respect to such the Receivables
identified  on the  Receipt  by the close of  business  on or before  the second
Business Day following the receipt by the Custodian of such Receivable Documents
and Sale Assignment.

         (c) Upon payment of the Receivable  Acquisition  Price and execution of
the Sale  Assignment  with respect to a  Receivable,  the ownership of each such
Receivable and all collections  allocable to principal thereon since the related
Cut-off Date and all other property interests or rights conveyed pursuant to and
referenced  in Section 2(a) hereof,  shall be vested in the  Purchaser,  and the
Seller shall not take any action  inconsistent with such ownership nor claim any
ownership  interest in any such Receivable for any purpose whatsoever other than
consolidated financial and federal and state income tax reporting.

         (d) On or prior to the related Sale Date,  the Seller shall indicate in
its computer  files and other records that each  Receivable has been sold to the
Purchaser and transferred  and, if applicable,  pledged to the Trustee on behalf
of the  Lender.  In  addition,  on or prior to the Sale Date,  the Seller  shall
deliver to the Purchaser  (or, if the Purchaser has pledged such  Receivables to
the  Trustee,  to the  Lender),  UCC-1  financing  statements  in  favor  of the
Purchaser and, if  applicable,  the Trustee on behalf of the Lender with respect
to the  Receivables  meeting the  requirements  of applicable  state law in such
manner and in such  jurisdictions as are necessary or appropriate to perfect the
acquisition of the  Receivables  by the Purchaser from the Seller.  In addition,
the Seller and the Purchaser each shall respond to any inquiries with respect to
ownership of a Receivable by stating that such  Receivable  has been sold to the
Purchaser  and that  the  Purchaser  is the  owner of such  Receivable  and,  if
applicable,  that such  Receivable has been assigned to the Trustee on behalf of
the Lender.

         (e) The Seller,  at any time and from time to time  shall,  at its sole
cost and expense,  afford the Purchaser,  the Trustee and the Custodian,  as the
case may be, and their respective  authorized  agents and  representatives  upon
reasonable  notice,  reasonable  access  during  regular  business  hours to its
records relating to its performance under and compliance with this Agreement and
will cause its personnel to assist in any  examination of such records to enable
such  party  to  determine  the  Seller's  compliance  with  the  terms  of this
Agreement.  The examination  referred to in the immediately  preceding  sentence
will be  conducted  in a manner that does not  unreasonably  interfere  with the
Seller's normal operations or customer or employee relations.

         (f) The Seller agrees that, from time to time, at its expense,  it will
promptly execute and deliver all further instruments, notices and documents, and
take all further  action,  that may be necessary or  appropriate,  as reasonably
determined by the Purchaser,  or that the Purchaser may reasonably  request,  in
order to perfect,  protect or more fully  evidence  the transfer of ownership of
the  Receivables  to the  Purchaser or to enable the Purchaser or the Trustee on
behalf  of the  Lender to  exercise  or  enforce  any of its  respective  rights
hereunder  or under any Sale  Assignment,  as the case may,  be or to  otherwise
facilitate any Securitization Take-out.

         (g) Any action  required or permitted  to be taken by the  Purchaser in
furtherance  of its  agreement  to  purchase  Receivables  hereunder,  including
enforcement  of its rights and receipt of  documents,  may be delegated by it to
one or more agents, or assigned to the Lender pursuant to the Credit Agreement.

         (h) Seller  acknowledges  that the  Purchaser  has been formed with the
intent that the  Receivables  will, from time to time, be pooled and disposed of
by the Purchaser in a Securitization Take-out.

         (i)  Except  as  specifically  provided  for  herein,  the sale and the
purchase of the  Receivables  under this  Agreement  is without  recourse to the
Seller;  provided  that the  Seller  shall be  liable to the  Purchaser  for all
representations,  warranties,  covenants and  indemnities  made by it under this
Agreement.

         (j) Neither the Purchaser nor any assignee shall have any obligation or
liability  with  respect  to any  Receivable,  nor  shall the  Purchaser  or any
assignee have any liability to any Obligor in respect of any Receivable. No such
obligation  or  liability  is  intended  to be assumed by the  Purchaser  or any
assignee herewith, and any such liability hereby is expressly disclaimed.

         SECTION 3.  Intended Characterization; Grant of Security Interest.

         It is the  intention  of the  parties  hereto  that  each  transfer  of
Receivables to be made pursuant to the terms hereof shall  constitute a sale or,
to the extent set forth in Section 2(a) hereof,  a capital  contribution  by the
Seller to the Purchaser and not a loan. In the event,  however,  that a court of
competent  jurisdiction  were to hold that any such transfer  constitutes a loan
and not a sale or  capital  contribution,  it is the  intention  of the  parties
hereto that the Seller  shall be deemed to have  granted to the  Purchaser as of
the date hereof a first priority  perfected security interest in all of Seller's
right,  title and  interest  in, to and under each  Receivable,  and the related
property  as  described   in  Section   2(a)   hereof.   In  the  event  of  the
characterization  of any such transfer as a loan, the amount of interest payable
or paid with  respect  to such loan under the terms of this  Agreement  shall be
limited to an amount  which  shall not exceed the  maximum  nonusurious  rate of
interest allowed by the applicable state law or any applicable law of the United
States  permitting  a  higher  maximum   nonusurious  rate  that  preempts  such
applicable  state law,  which  could  lawfully  be  contracted  for,  charged or
received (the "Highest  Lawful  Rate").  In the event any payment of interest on
any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that
(a) to the extent  possible  given the term of such  loan,  such  excess  amount
previously paid or to be paid with respect to such loan be applied to reduce the
principal balance of such loan, and the provisions thereof immediately be deemed
reformed and the amounts thereafter collectible thereunder reduced,  without the
necessity of the  execution of any new  document,  so as to comply with the then
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for  thereunder and (b) to the extent that the reduction of the principal
balance of, and the amounts  collectible under, such loan and the reformation of
the provisions thereof described in the immediately  preceding clause (a) is not
possible given the term of such loan,  such excess amount will be deemed to have
been paid with  respect to such loan as a result of an error and upon  discovery
of such error or upon notice  thereof by any party  hereto such amount  shall be
refunded by the recipient thereof.

         SECTION 4. Conditions Precedent to Purchase.

         The  agreement  of the  Purchaser to purchase  Receivables  pursuant to
Section 2 on the first Sale Date is subject to the fulfillment and  satisfaction
of the  conditions  required in Section 3 and Section 4 of the Credit  Agreement
and, on any Sale Date  thereafter,  the conditions  required in Section 4 of the
Credit Agreement.

         SECTION 5. Representations and Warranties of Seller.

         (a) The Seller represents and warrants to the Purchaser, as of the date
hereof (which  representations and warranties shall be deemed reaffirmed on each
Sale Date as though  made on such  Sale  Date)  with  respect  to the  Seller as
follows:

                   (i) The  Seller is a  corporation,  duly  organized,  validly
         existing and in good standing under the laws of the State of Oregon, is
         duly  qualified  to do  business  and  is in  good  standing  in  every
         jurisdiction  in which the nature of its business  requires it to be so
         qualified;

                   (ii) The Seller has the power and authority to own and convey
         all of its  properties  and  assets  and to execute  and  deliver  this
         Agreement and to perform the transactions contemplated hereby;

                   (iii) the execution,  delivery and  performance by the Seller
         of this Agreement and the transactions  contemplated  hereby,  (A) have
         been duly authorized by all necessary  corporate or other action on the
         part of the Seller,  (B) do not contravene or cause the Seller to be in
         default  under (1) the Seller's  organizational  documents or operating
         agreement,  (2) any contractual restriction with respect to any debt of
         the Seller or contained  in any  indenture,  loan or credit  agreement,
         lease, mortgage,  security agreement, bond, note, or other agreement or
         instrument  binding on or  affecting  the Seller or its property or (3)
         any law, rule, regulation,  order, writ, judgment, award, injunction or
         decree  applicable  to,  binding  on or  affecting  the  Seller  or its
         property  and (C) do not  result  in or  require  the  creation  of any
         Adverse Claim;

                   (iv) this  Agreement  has been duly executed and delivered on
behalf of the Seller;

                   (v) no  consent  of, or other  action by, and no notice to or
         filing with, any Governmental Authority or any other party, is required
         for the due execution,  delivery and  performance by the Seller of this
         Agreement or for the  perfection of or the exercise by the Purchaser of
         any of its rights or remedies  hereunder,  other than such  consents as
         have been  obtained and complete  copies of which have been provided to
         the  Purchaser  except  that the  exercise of  remedies  hereunder  may
         require  notices and other actions in accordance with applicable law at
         the applicable time;

                   (vi)  this   Agreement  is  the  legal,   valid  and  binding
         obligation of the Seller,  enforceable against the Seller in accordance
         with its terms;

                   (vii) there is no pending or to the Seller's best  knowledge,
         threatened action, suit or proceeding,  against or affecting the Seller
         or the property of the Seller, in any court or tribunal,  or before any
         arbitrator of any kind or before or by any  Governmental  Authority (A)
         asserting the invalidity of this Agreement,  (B) seeking to prevent the
         sale and assignment by the Seller of any Receivable or the consummation
         of any of the  transactions  contemplated  hereby  or (C)  seeking  any
         determination  or ruling that might materially and adversely affect (1)
         the  performance by the Seller of this Agreement or (2) the validity or
         enforceability of this Agreement; and

                   (viii) the Seller  confirms each of the  representations  and
         warranties made by it pursuant to Section 2.2 of the Credit Agreement.

         (b) With respect to each Receivable, the Seller represents and warrants
to the Purchaser, as of the Sale Date, that:

                   (i) such Receivable has not been sold, assigned or pledged by
         the Seller to any other  Person,  and the Seller  has  conveyed  to the
         Purchaser  all of the  Seller's  right,  title  and  interest  to  such
         Receivable, free and clear of any Adverse Claim;

                   (ii)  this   Agreement  and  each  related  Sale   Assignment
         constitutes a valid sale, transfer,  assignment set-over and conveyance
         to the Purchaser of all right,  title and interest of the Seller in and
         to such Receivable now existing and hereafter created;
                   (iii)  the  Sale   Assignment  has  been  duly  executed  and
delivered by the Seller;

                   (iv)  each  Receivable  Document  has been  delivered  to the
         Custodian on behalf of Purchaser or any assignee of the Purchaser;

                   (v)     Bulk Transfer  Provisions.  No transfer,  assignment
         or  conveyance of the  Receivables contemplated  by this Agreement
         will be subject to the bulk transfer or any similar  statutory
         provisions in effect in any applicable jurisdiction;

                   (vi) Transfer Taxes. No transfer, assignment or conveyance of
         the  Receivable  is  subject  to or  will  result  in any  tax,  fee or
         governmental  charge  payable  by the  Seller or the  Purchaser  to any
         federal,  state or local government  ("Transfer  Taxes").  In the event
         that the Seller or the Purchaser receives actual notice of any Transfer
         Taxes arising out of the  transfer,  assignment  and  conveyance of the
         Receivable,  on  written  demand by the  Purchaser,  or upon the Seller
         otherwise  being  given  notice  thereof,  the Seller  shall  pay,  and
         otherwise  indemnify  and  hold  the  Purchaser,  the  Trustee  and the
         Noteholders  harmless,  on an after-tax basis, from and against any and
         all such Transfer Taxes;

                   (vii)  Legal  Name.  The legal  name of the  Seller is as set
         forth in the  signature  page of this  Agreement.  The  Seller  has not
         operated  under any other names  during the last six years.  The Seller
         does not have any other trade names, fictitious names, assumed names or
         "doing business as" names;

                  (viii) Additional  Representations and Warranties.  The Seller
         confirms  the  representations  and  warranties  made by it pursuant to
         Section 2.3 of the Credit Agreement; and

                  (xii) All Filings Made. Except as provided for in Section 2(d)
         hereof,  at the Sale  Date,  no  further  filings  (including,  without
         limitation,  UCC  filings)  or  other  actions  are  necessary  in  any
         jurisdiction  to  give  the  Purchaser  an  ownership  interest  in the
         Receivables.

         (c) It is understood and agreed that the representations and warranties
set  forth  in this  Section  5 shall  survive  the  sale or  contribution  of a
Receivable to the  Purchaser and any pledge of such  Receivable by the Purchaser
to the  Trustee on behalf of the Lender and shall  continue  so long as any such
Receivable  shall  remain  outstanding  until  such time as such  Receivable  is
repurchased  pursuant to Section 5(d). The Seller  acknowledges that it has been
advised  that the  Purchaser  may  assign  all or part of its  right,  title and
interest  in and to each  Receivable  and its  right to  exercise  the  remedies
created by this  Section 5 to the  Trustee on behalf of the  Lender.  The Seller
agrees that,  upon any such  assignment,  the Trustee and the Lender may enforce
directly,  without joinder of the Purchaser (but subject to any defense that the
Seller may have under this  Agreement),  the purchase  obligations of the Seller
set forth in Section  5(d) with respect to breaches of the  representations  and
warranties set forth in Section 5(a) and Section 5(b).

         (d) Upon  discovery by the  Purchaser,  the Trustee or the Lender,  any
subsequent  assignee or the Seller of a breach of any of the representations and
warranties  in Section  5(a) or  Section  5(b) which  materially  and  adversely
affects  the  value of a  Receivable  or the  interests  of the  Purchaser  or a
subsequent  assignee  therein,  the party  discovering such breach or failure to
deliver shall give prompt written  notice to the other parties.  If, at the time
of such discovery, (i) no loss has yet occurred with respect to such Receivable,
(ii) such  breach or failure to deliver is curable and (iii)  Seller  shall have
failed to cure such breach  within 30 days after the earlier of (A) the Seller's
discovery of such breach and (B) the Seller's  receipt of written notice of such
breach,  then if  requested  in  writing  by notice  from the  Purchaser  or any
subsequent assignee,  the Seller shall immediately repurchase such Receivable by
remitting an amount  equal to the  Repurchase  Price in the manner  specified in
such notice.  Any such repurchase  shall be made without  recourse  against,  or
warranty,   express  or  implied,   of  the  Purchaser  or  any  such  assignee.
Notwithstanding the immediately  preceding sentence, in connection with any such
repurchase,  the  Purchaser  shall in  writing  represent  to the Seller (i) the
amount of the  remaining  balance of the relevant  Receivable  and (ii) that the
Purchaser  has not  violated  in any  material  way any laws  applicable  to the
collectibility  of such  Receivable.  The Purchaser or any  subsequent  assignee
shall execute and deliver an assignment  substantially  in the form of Exhibit B
attached  hereto and made a part hereof to vest ownership of such  Receivable in
the Seller. If, at the time of the discovery of such breach, a loss has occurred
with respect to such  Receivable,  then the Seller shall pay to the Purchaser or
any  subsequent  assignee an amount  equal to the  amount,  if any, by which the
Repurchase Price exceeds the net proceeds from such Receivable. It is understood
and agreed  that the  obligation  of the  Seller to  repurchase  any  Receivable
pursuant  to  this  Section  5(d)  or to  make  the  payment  described  in  the
immediately  preceding sentence (the "Repurchase  Requirement") shall constitute
the sole remedy for the breach of any  representation  or warranty  set forth in
Section 5(b); provided,  that the foregoing limitation shall not be construed to
limit in any manner the Purchaser's  rights to (a) declare the Termination  Date
to have occurred to the extent that such breaches also constitute, or contribute
to the  determination  of, an Event of Purchase  Termination,  or (b) offset the
amount  of the  Repurchase  Price  from  the  Receivable  Acquisition  Price  in
connection  with any other  Receivables.  It is also  understood and agreed that
upon the  repurchase by Seller of a Receivable  in accordance  with this Section
5(d) and the  payment  by Seller of all monies  required  to be paid by it under
this Section 5(d) it is the  intention of the parties  hereto and the  Purchaser
warrants that, if the seller of such  Receivable is the Purchaser,  Seller shall
own all right, title and interest of the Purchaser in and to such Receivable.

         (e) With respect to any  representations  and  warranties  contained in
Section  5(b)  which are made to the best of the  Seller's  knowledge,  if it is
discovered  that  any   representation  and  warranty  is  inaccurate  and  such
inaccuracy  materially  and  adversely  affects the value of a Receivable or the
interests of the Purchaser or any assignee  thereof,  then  notwithstanding  the
Seller's lack of knowledge of the accuracy of such  representation  and warranty
at the time such  representation  or warranty was made, such inaccuracy shall be
deemed  a  breach  of  such  representation  or  warranty  for  purposes  of the
Repurchase Requirement described in Section 5(d).

         (f) It is understood and agreed that the Repurchase  Requirement  shall
survive any  assignment  of a  Receivable  by the  Purchaser  to any  subsequent
assignee  and  shall  continue  so  long as any  such  Receivable  shall  remain
outstanding notwithstanding any termination of this Agreement.

         SECTION  6.  Additional  Covenants of Seller.   Seller shall, unless
the Purchaser shall otherwise consent in writing:

                  (a) comply in all material  respects with all applicable laws,
         rules,  regulations and orders with respect to itself, its business and
         properties; and

                  (b) preserve and maintain  its  corporate  existence,  rights,
         franchises and privileges in the jurisdiction of its organization  and,
         if applicable, all necessary Sales Finance Company Licenses.

         SECTION 7.  Events of  Purchase  Termination.  If any of the  following
events (each, an "Event of Purchase Termination") shall occur and be continuing:

                  (a) the Seller  shall fail to perform or observe any  material
         term,  covenant  or  agreement  contained  in this  Agreement  and such
         failure  shall  remain  unremedied  for 30 days  after  written  notice
         thereof shall have been given by the Purchaser to the Seller; or

                  (b)  an Event of Default under the Credit  Agreement or the
         Indenture  which default  results in the acceleration of the Notes; or

                  (c)  there is a material  breach of any of the
         representations  and warranties of the Seller set forth in Section
         5(a); or

                  (d) this  Agreement  and each  Sale  Assignment  shall for any
         reason cease to evidence  the  transfer to the  Purchaser of the legal,
         equitable and marketable  title to, and ownership of, the  Receivables;
         or

                  (e)  the  Purchaser  becomes  obligated  to  cease
         purchasing  Receivables  from the  Seller  in accordance with the
         Credit Agreement;

then and in any such event,  the Purchaser  may, by notice to the Seller declare
an Event of Purchase Termination to have occurred, in which case the Termination
Date shall be the date such notice is given without  demand,  protest or further
notice of any kind,  all of which are  hereby  expressly  waived by the  Seller;
provided,  that in the  event  that any of the  Events of  Purchase  Termination
described in subsections  (d) or (e) of this Section 7 shall have  occurred,  an
Event of  Purchase  Termination  shall be deemed to have been  declared in which
case the  Termination  Date shall be on the date on which such Event of Purchase
Termination  shall have occurred,  without demand,  protest or any notice of any
kind,  all of which are hereby  expressly  waived by the  Seller.  Upon any such
actual declaration or deemed  declaration,  (i) all of the Seller's rights under
this  Agreement  (except  its  rights  by  virtue of the  Purchaser  not  having
performed its obligations and agreements hereunder) shall terminate and (ii) the
Purchaser  shall have,  in addition to all other rights and remedies  under this
Agreement,  all  other  rights  and  remedies  provided  under the UCC and other
applicable law, which rights shall be cumulative.

         SECTION 8. No  Proceedings.  The Seller hereby agrees that it will not,
directly or indirectly, institute, or cause to be instituted, or join any Person
in   instituting,   against  the  Purchaser  any   bankruptcy,   reorganization,
arrangement,  insolvency or liquidation proceedings,  or other proceedings under
any federal or state  bankruptcy  or similar law so long as there shall not have
elapsed  one year plus one day since the  latest  maturing  Notes  issued by the
Purchaser.

         SECTION 9. Notices, Etc. All notices and other communications  provided
for hereunder shall, unless otherwise stated herein, be in writing and mailed or
telecommunicated, or delivered as to each party hereto, at its address set forth
under its name on the signature page hereof or at such other address as shall be
designated by such party in a written  notice to the other parties  hereto.  All
such notices and  communications  shall not be effective  until  received by the
party to whom such notice or communication is addressed.

         SECTION 10. No Waiver;  Remedies. No failure on the part of the Seller,
the Purchaser or any assignee  thereof to exercise,  and no delay in exercising,
any right  hereunder  or under any Sale  Assignment  shall  operate  as a waiver
thereof;  nor  shall any  single  or  partial  exercise  of any right  hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
other remedies provided by law.

         SECTION 11. Binding  Effect;  Assignability.  This  Agreement  shall be
binding  upon and inure to the benefit of the Seller,  the  Purchaser  and their
respective  successors and permitted  assigns.  Any assignee shall be an express
third party  beneficiary of this  Agreement,  entitled to directly  enforce this
Agreement. The Seller may not assign any of its rights and obligations hereunder
or any interest  herein  without the prior written  consent of the Purchaser and
any  assignee.  The  Purchaser  may,  and intends  to,  assign all of its rights
hereunder and the Seller consents to any such  assignment.  This Agreement shall
create and  constitute  the  continuing  obligations  of the  parties  hereto in
accordance  with its terms,  and shall remain in full force and effect until its
termination;  provided,  that the rights and remedies with respect to any breach
of any  representation and warranty made by the Seller pursuant to Section 5 and
the Repurchase Requirement shall be continuing and shall survive any termination
of this Agreement.

         SECTION  12.  Amendments;   Consents  and  Waivers.   No  modification,
amendment or waiver of, or with respect to, any provision of this Agreement, and
all other agreements,  instruments and documents delivered thereto,  nor consent
to any departure by the Seller from any of the terms or conditions thereof shall
be  effective  unless it shall be in writing  and signed by each of the  parties
hereto  and the  written  consent of the Lender is given.  The  Purchaser  shall
promptly  provide the Trustee with such  written  modifications,  amendments  or
waivers.  Any waiver or consent shall be effective only in the specific instance
and for the  purpose for which  given.  No consent to or demand by the Seller in
any case shall, in itself,  entitle it to any other consent or further notice or
demand in  similar  or other  circumstances.  The  Seller  acknowledges  that in
connection with the intended  assignment by the Purchaser of all of the Seller's
right,  title and interest in and to each Receivable to the Trustee on behalf of
the Lender,  the Purchaser  intends to enter into certain financing and security
arrangements  with the  Lender,  and the  Lender,  subject  to the terms of such
arrangements,  shall  provide  funds to the  Purchaser  to purchase  Receivables
hereunder  and  pursuant  to which  the  ability  of the  Purchaser  to  perform
hereunder  (including its ability to purchase Receivables and to render consents
hereunder)  shall be subject to the consent of the Lender.  Notwithstanding  the
above,  the  obligation  of the  Purchaser  to  perform  hereunder  shall not be
diminished by the existence of such arrangements.

         SECTION 13. Severability.  In case any provision in or obligation under
this Agreement shall be invalid,  illegal or unenforceable in any  jurisdiction,
the  validity,  legality  and  enforceability  of the  remaining  provisions  or
obligations,  or of  such  provision  or  obligation,  shall  not in any  way be
affected or impaired  thereby in any other  jurisdiction.  Without  limiting the
generality  of  the  foregoing,  in the  event  that  a  Governmental  Authority
determines  that the  Purchaser  may not  purchase or acquire  Receivables,  the
transactions  evidenced  hereby  shall  constitute a loan and not a purchase and
sale,  notwithstanding the otherwise applicable intent of the parties hereto and
the Seller  shall be deemed to have  granted to the  Purchaser as of the date of
each Sale a first priority  perfected  security  interest in all of the Seller's
right,  title and  interest in, to and under the  Receivables,  and all proceeds
thereof.

         SECTION 14.  GOVERNING LAW; CONSENT TO JURISDICTION.

         (A) THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE STATE OF NEW YORK  WITHOUT  REGARD TO ITS  PRINCIPLES  OF
CONFLICTS OF LAW.

         (B) THE SELLER AND THE  PURCHASER  HEREBY  SUBMIT TO THE  NON-EXCLUSIVE
JURISDICTION  OF THE  COURTS  OF THE  STATE OF NEW YORK  AND THE  UNITED  STATES
DISTRICT  COURT  LOCATED IN THE BOROUGH OF  MANHATTAN  IN NEW YORK CITY AND EACH
WAIVES  PERSONAL  SERVICE OF ANY AND ALL PROCESS UPON IT AND  CONSENTS  THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY  REGISTERED  MAIL DIRECTED TO THE ADDRESS SET
FORTH ON THE  SIGNATURE  PAGE  HEREOF AND  SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S.  MAILS,
POSTAGE  PREPAID.  THE SELLER AND THE PURCHASER EACH HEREBY WAIVES ANY OBJECTION
BASED  ON FORUM  NON  CONVENIENS,  AND ANY  OBJECTION  TO  VENUE  OF ANY  ACTION
INSTITUTED  HEREUNDER  AND  CONSENTS TO THE  GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED  APPROPRIATE  BY THE COURT.  NOTHING IN THIS  SECTION  SHALL
AFFECT THE RIGHT OF THE SELLER OR THE  PURCHASER  TO SERVE LEGAL  PROCESS IN ANY
OTHER  MANNER  PERMITTED  BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY
ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

         SECTION 15. Headings. The headings herein are for purposes of reference
only and shall  not  otherwise  affect  the  meaning  or  interpretation  of any
provision hereof.

         SECTION 16. Execution in  Counterparts.  This Agreement may be executed
by the parties hereto in separate  counterparts,  each of which when so executed
shall be deemed to be an original  and both of which when taken  together  shall
constitute one and the same agreement.



<PAGE>



                  IN WITNESS  WHEREOF,  the parties have caused this  Receivable
Sale  Agreement  to be  executed by their  respective  officers  thereunto  duly
authorized, as of the date first above written.



                        TRENDWEST RESORTS, INC.,
                          as Seller


                        By:      _______________________
                                 Name:
                                 Title:
                                 Address: 9805 Willows Road
                                 Redmond, Washington 98052
                                 Telephone:        (425) 498-2500
                                 Telecopier:       (425) 498-3062


                        TW HOLDINGS II, INC.,
                          as Purchaser


                        By:      ______________________
                                 Name:
                                 Title:
                                 Address: 9805 Willows Road
                                 Redmond, Washington 98052
                                 Telephone:        (425) 498-2500
                                 Telecopier:       (425) 498-3062




<PAGE>



ex-receivable sale agreement


                                    EXHIBIT A
                                       TO
                            RECEIVABLE SALE AGREEMENT
                           DATED AS OF APRIL 15, 1999
                                 BY AND BETWEEN

                             TRENDWEST RESORTS, INC.

                                       AND

                              TW HOLDINGS II, INC.

                            [FORM OF SALE ASSIGNMENT]

                  SALE ASSIGNMENT,  dated as of [__], 199[_],  between Trendwest
Resorts,  Inc. (the "Seller") and TW Holdings II, Inc. (the "Purchaser").

                  1. We  refer  to the  Receivable  Sale  Agreement  (the  "Sale
Agreement")  dated as of April 15, 1999 between the  Assignor and the  Assignee.
All provisions of such Sale Agreement are incorporated herein by reference.  All
capitalized terms shall have the meanings set forth in the Sale Agreement.

                  2.  Pursuant  to the Sale  Agreement,  the Seller  does hereby
sell,  transfer,  assign,  set over and convey to the Purchaser all right, title
and interest of the Seller in and to the Receivables listed on Schedule 1 hereto
(each,  a  "Receivable")  and the  Purchaser  does  hereby  purchase  each  such
Receivable.

                  3.  Pursuant  to the Sale  Agreement,  the Seller  does hereby
contribute,  transfer,  assign,  set over and convey to the  Purchaser,  without
recourse,  all right, title and interest of the Seller in and to the Receivables
listed on Schedule 1 hereto (each, a "Contributed Receivable") and the Purchaser
does hereby accept such contribution to its stated capital.

                  4. The Unpaid  Principal  Balance for the Receivables sold and
purchased hereby is $[__]. The Receivable  Acquisition Price for the Receivables
sold and purchased  hereby is $[__],  representing  the lesser of (i) 90% of the
Unpaid Principal Balance on the date hereof, or (ii) 90% of the aggregate market
value of such Receivables.  The Receivable Acquisition Price shall be payable in
full contemporaneously with the execution of this Sale Assignment.


<PAGE>



ex-receivable sale agreement


                  IN  WITNESS  WHEREOF,   the  parties  have  caused  this  Sale
Assignment  to  be  executed  by  their  respective   officers   thereunto  duly
authorized, as of the date first above written.

                            TRENDWEST RESORTS, INC.,
                             as Seller


                            By:      _________________________
                                     Name:
                                     Title:

                            TW HOLDINGS II, INC.,
                             as Purchaser


                            By:      ________________________
                                     Name:
                                     Title:



<PAGE>



ex-receivable sale agreement


                                   SCHEDULE 1

                             SCHEDULE OF RECEIVABLES



<PAGE>



ex-receivable sale agreement


                                    EXHIBIT B
                                       TO
                            RECEIVABLE SALE AGREEMENT
                           DATED AS OF APRIL 15, 1999
                                 BY AND BETWEEN

                             TRENDWEST RESORTS, INC.

                                       AND

                              TW HOLDINGS II, INC.

                         [FORM OF REPURCHASE ASSIGNMENT]

         REPURCHASE  ASSIGNMENT  (this  "Purchase  Assignment"),  dated as of
April [__],  1999  between  Trendwest Resorts, Inc. (the "Seller") and
TW Holdings II, Inc. (the "Purchaser")] [ASSIGNEE OF THE PURCHASER].

         We refer to the Receivable Sale Agreement (the  "Agreement"),  dated as
of April 15, 1999, by and between the Seller and the Purchaser.  All capitalized
terms used and not otherwise defined herein shall have the meanings set forth in
the Agreement.

         Pursuant to Section 5(d) of the Agreement,  the Purchaser  [ASSIGNEE OF
THE PURCHASER] does hereby sell,  transfer,  assign,  set over and convey to the
Seller,  without recourse or warranty,  express or implied, all right, title and
interest of the Purchaser  [ASSIGNEE OF THE PURCHASER] in and to the Receivables
listed  on  Schedule  1  attached  hereto  and  made  a  part  hereof  (each,  a
"Repurchased  Receivable"),  in  consideration  for  receipt  of  the  aggregate
Repurchase  Price for such Repurchased  Receivables,  and the Seller does hereby
purchase each such Repurchased Receivable.

         The Repurchase Price for each  Repurchased  Receivable is set forth on
Schedule 1 attached hereto and made a part hereof.

         THIS  PURCHASE  ASSIGNMENT  SHALL BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF NEW YORK  WITHOUT  REGARD  TO ITS
PRINCIPLES OF CONFLICTS OF LAW.



<PAGE>



ex-receivable sale agreement


                  IN WITNESS  WHEREOF,  the parties have caused this  Repurchase
Assignment  to  be  executed  by  their  respective   officers   thereunto  duly
authorized, as of the date first above written.

                             TRENDWEST RESORTS, INC.



                             By:    ___________________________
                                     Name:
                                     Title:


                              TW HOLDINGS II, INC.


                             By:    __________________________
                                     Name:
                                     Title:

                           [ASSIGNEE OF THE PURCHASER]