EXECUTION COPY









                               TW HOLDINGS, INC.,

                                    as Seller


                                  SEAFIRST BANK
                      AND THE OTHER PURCHASERS NAMED HEREIN

                                 as Purchasers,


                                  SEAFIRST BANK

                                    as Agent,

                                       and

                            TRENDWEST RESORTS, INC.,

                               as Master Servicer


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

                              AMENDMENT NUMBER ONE
                          DATED AS OF DECEMBER 30, 1997
                         TO SECOND AMENDED AND RESTATED
                         RECEIVABLES TRANSFER AGREEMENT
                            DATED AS OF JUNE 1, 1997
                         ------------------------------






<PAGE>






         This  Amendment  Number  One  dated  as  of  December  30,  1997  (this
"Amendment") to Second Amended and Restated Receivables Transfer Agreement dated
as of June 1, 1997, (the  "Receivables  Transfer  Agreement"),  is made among TW
HOLDINGS,  INC., a Nevada  corporation (the "Seller"),  BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION,  a national banking association doing business as
Seafirst Bank ("Seafirst"), and the other purchasers named herein (collectively,
the "Purchasers"),  SEAFIRST as agent for the Purchasers (in such capacity,  the
"Agent"), and TRENDWEST RESORTS, INC., an Oregon corporation ("TRENDWEST" or, in
its capacity as Master Servicer, the "Master Servicer").


                                    RECITALS

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

         WHEREAS,   pursuant  to  Section  12.01  of  the  Receivables  Transfer
Agreement,  the Agent may,  upon the  instruction  of the  Required  Purchasers,
modify certain terms of the Receivables  Transfer  Agreement with the consent of
all Purchasers,  including the definition of the terms "Commitment Amount", "Pro
Rata Share", and "Purchasers"; and

         WHEREAS, Seafirst as one of the Purchasers has requested
that its Pro Rata Share be increased by $5,000,000; and

         WHEREAS, the parties to the Receivables Transfer Agreement,
have agreed to increase the Commitment Amount to $98,000,000; and

         WHEREAS, the parties desire to have the Seller transfer
additional Receivables to the Agent;

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

         Section 1.01.  Effective  immediately,  the  definitions of "Commitment
Amount"  and "Pro Rata  Share"  set  forth in  Section  1.01 of the  Receivables
Transfer Agreement shall be amended to read in their entirety as follows:

         "Commitment Amount" means $98,000,000.

         "Pro Rata Share"  means for each  Purchaser  the  percentage  set forth
         opposite its name below:


4823363\3\00118.AMD/3.27.98
Seattle
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<TABLE>
<CAPTION>
                  Purchaser                                            Pro Rata Share
         <S>                                                                <C>
         Seafirst Bank                                                      25.51%
         First National Bank of Chicago                                     15.31%
         Societe Generale                                                   15.31%
         The Bank of Tokyo-Mitsubishi, Ltd.                                 10.20%
         KeyBank National Association                                       10.20%
         Sanwa Bank California                                              10.20%
         First Security Bank of Idaho, N.A.                                  8.16%
         U.S. Bank National Association                                      5.10%


                                            Total                           100.0%
</TABLE>


         Section 1.02.  The Purchasers  each hereby  instruct the Agent to amend
the  Receivables  Transfer  Agreement as set forth above and further  consent to
such amendment.

         Section 1.03. This Amendment may be executed in counterpart  signatures
by the parties hereto, which, when taken together,  shall constitute one binding
instrument among the parties hereto.

         Section  1.04.  The Seller,  the  Purchasers,  the Agent and  TRENDWEST
hereby  further  ratify,  confirm  and  approve  all  of the  provisions  of the
Receivables  Transfer  Agreement  and  their  applicability  hereto.  Except  as
expressly  amended by the terms hereof,  the terms of the  Receivables  Transfer
Agreement shall remain in full force and effect.

         Section 1.05.  The Seller hereby  represents  and warrants that (i) the
respective  representations and warranties made by the Seller in the Receivables
Transfer Agreement are true and correct with the same force and effect as though
made on and as of the date  hereof and (ii) no  Termination  Event or  Unmatured
Termination  Event has occurred and is continuing  nor will occur as a result of
amending the Receivables Transfer Agreement in the manner set forth above.

         Section 1.06. The Master Servicer  hereby  represents and warrants that
(i) the respective representations and warranties made by the Master Servicer in
the Receivables  Transfer Agreement are true and correct with the same force and
effect as though made on and as of the date hereof and (ii) no Termination Event
or Unmatured  Termination Event has occurred and is continuing nor will occur as
a result of amending the Receivables  Transfer Agreement in the manner set forth
above.

         Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Receivables Transfer Agreement.


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<PAGE>



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



                               TW HOLDINGS, INC., as Seller



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               TRENDWEST RESORTS, INC., as Master
                                Servicer



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               BANK OF AMERICA NATIONAL TRUST AND
                               SAVINGS ASSOCIATION doing business as
                               SEAFIRST BANK, as Agent



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               BANK OF AMERICA NATIONAL TRUST AND
                               SAVINGS ASSOCIATION doing business as
                               SEAFIRST BANK, as Purchaser



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________




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<PAGE>



                               FIRST NATIONAL BANK OF CHICAGO



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               SOCIETE GENERALE



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



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



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               KEYBANK NATIONAL ASSOCIATION



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               SANWA BANK CALIFORNIA



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________




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<PAGE>


                               FIRST SECURITY BANK OF IDAHO, N.A.



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________



                               U.S. BANK NATIONAL ASSOCIATION



                               By ____________________________________
                                  Name:  _____________________________
                                  Title: _____________________________





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