EXHIBIT 10(M)


                         CAMPGROUND AND AMENITIES TRUST

         THIS TRUST DECLARATION is made effective as of June 15, 1999 between
the Resort Club Inventory Trust ("Trust") and Resort Club, Inc. ("Resort") a
corporation of the State of Delaware.

         WHEREAS, on or about October 15, 1997 Resort acquired certain rights as
a tenant from Angel Projects LLC ("Angel") granting to Resort a 25 year lease
for restricted use of the Evergreen Campground Site ("Campground") all as more
particularly set forth in said lease a copy of which is attached hereto as
Exhibit "A"; and

         WHEREAS, on or about October 15, 1997 Resort acquired certain rights
relating to the purchase and use of Excess Passes ("Passes") at the Ski area and
the Great Action Park from Angel all as more particularly set forth in said
agreement a copy of which is attached hereto as Exhibit "B"; and

         WHEREAS, Exhibits "A" and "B" were intended to benefit the members of
Resort as set forth more particularly under the terms of each said Exhbit; and

         WHEREAS, on or about June 15, 1999 Resort transferred all of its legal
and/or equitable rights to the time share units used by the aforesaid members as
more particularly set forth in the Resort Club Inventory Trust ("Trust") all as
more particularly set forth in said Trust attached hereto as Exhibit "C"); and

         WHEREAS, the parties are desirous of setting forth the irrevocable
rights of the members, by and through the Trust, relating to the rights granted
to Resort under Exhibits "A" & ""B".

                                  NOW THEREFORE

         In consideration of the premises, the mutual covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which by each of the parties hereto is hereby acknowledged, each of the
parties does for itself, its successors and assigns, agree as follows:

         1. For and until the end of the term of the Campground lease, as
defined under the Exhibit "A" Resort shall hold exclusively for the use and
benefit of the Members ( as defined under the Resort Agreements) all rights it
possess as tenant under the terms of the aforesaid Campground Lease.

a.       Anything to the contrary notwithstanding this agreement shall not
         constitute and assignment or transfer of the legal or equitable title
         to the Campground Lease. Notwithstanding Resort shall at all times
         remain liable and responsible for the performance of all duties,
         obligations and liabilities under the terms of Exhibit "A".

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b.       Notwithstanding the terms of this Agreement the Trust shall have no
         responsibilities or liabilities to any party relative to the Campground
         Lease and shall have no rights to seek enforcement of its terms or
         rights against the Landlord or any other party except to require Resort
         to perform the terms of this agreement.

2.       For and until the end of the term of the Passes agreement
         ("Exhibit"B"), Resort shall hold exclusively for the use and benefit of
         the Members ( as defined under the Resort Agreements) all rights it
         possess under the terms of the aforesaid Passes agreement.

         a.   Anything to the contrary notwithstanding this agreement shall not
              constitute and assignment or transfer of the legal or equitable
              title to the Passes rights granted under Exhibit "B".
              Notwithstanding Resort shall at all time s remain liable and
              responsible for the performance of all duties, obligations and
              liabilities under the terms of Exhibit "B".

         b.   Notwithstanding the terms of this Agreement the Trust shall have
              no responsibilities or liabilities to any party relative to the
              Passes agreement and shall have no rights to seek enforcement of
              its terms or rights against Angel or any other party except to
              require Resort to perform the terms of this agreement.

3. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto. No amendment or modification hereof shall have any force or
effect unless in writing and executed by all parties.

4. Binding Affect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their respective legal representatives, their heirs,
executors, administrators, successors and assigns.

5. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of New Jersey.

6. Headings. The article headings contained in this Agreement are for reference
only for the convenience of the parties. They shall not be deemed to constitute
a part of this Agreement nor shall they alter or supersede the contents of the
paragraphs themselves.

7. Counterparts. This Agreement will be signed in any number of counterparts
with





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the same effect as if the signatures thereto and hereto were upon the same
instrument.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized persons or officers duly authorized as of the
date specified thereon.

RESORT CLUB INVENTORY TRUST            RESORT CLUB, INC


By:  /s/John Davey                     By:  /s/Christina Riker, President
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     Trustee                                Title








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