EAGLE CREST, INC.,

                                  as Originator


                                       and


                               TW HOLDINGS, INC.,

                                    as Buyer






                           SECOND AMENDED AND RESTATED
                         RECEIVABLES PURCHASE AGREEMENT

                            Dated as of June 1, 1997




























<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                 Page
         <S>                                                                                                      <C>
         ARTICLE 1

                                                    DEFINITIONS.................................................  4
                  Section 1.1  Definitional Provisions..........................................................  4

         ARTICLE 2

                                             CONVEYANCE OF RECEIVABLES..........................................  5
                  Section 2.1  Conveyance of Receivables........................................................  5
                  Section 2.2  Representations and Warranties as to the
                  Originator....................................................................................  7
                  Section 2.3  Representations and Warranties as to the
                  Receivables; Repurchase upon Breach........................................................... 10
                  Section 2.4  Affirmative Covenants of the Originator.......................................... 11
                  Section 2.5  Negative Covenants of the Originator............................................. 13

         ARTICLE 3

                                             PAYMENT OF PURCHASE PRICE.......................................... 14
                  Section 3.1  Payment of Purchase Price........................................................ 14

         ARTICLE 4

                                                    TERMINATION................................................. 15
                  Section 4.1  Termination...................................................................... 15

         ARTICLE 5

                                             MISCELLANEOUS PROVISIONS........................................... 15
                  Section 5.1  Amendment........................................................................ 15
                  Section 5.2  Protection of Right, Title and Interest to
                  Receivables................................................................................... 15
                  Section 5.3  Governing Law.................................................................... 16
                  Section 5.4  Notices.......................................................................... 16
                  Section 5.5  Severability of Provisions....................................................... 17
                  Section 5.6  Assignment....................................................................... 17
                  Section 5.7  Further Assurances............................................................... 17
                  Section 5.8  No Waiver: Cumulative Remedies................................................... 17
                  Section 5.9  Counterparts..................................................................... 17
                  Section 5.10  Third-Party Beneficiaries....................................................... 17
                  Section 5.11  Merger and Integration.......................................................... 18
                  Section 5.12  Headings........................................................................ 18
                  Section 5.13  Originator Indemnification...................................................... 18
                  Section 5.14  Assumption of the Obligations of the
                  Originator.................................................................................... 18
                  Section 5.15  Confirmation of the Obligations under
                  Prior Purchase Agreement...................................................................... 18

</TABLE>
                                                    2

<PAGE>



                         RECEIVABLES PURCHASE AGREEMENT


         SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
June 1, 1997,  between  EAGLE  CREST,  INC.,  an Oregon  corporation,  as seller
("Eagle  Crest"  or  the  "Originator"),   and  TW  HOLDINGS,   INC.,  a  Nevada
corporation, as purchaser ("TW Holdings" or the "Buyer").

                                    RECITALS

         WHEREAS,  the Buyer is in the business of purchasing from time to time,
among other things,  certain right to use timeshare  receivables  (the "Right to
Use Receivables")  originated by the Originator and by Trendwest  Resorts,  Inc.
("TRI")  (Eagle  Crest  and  TRI,  together,  are  referred  to  herein  as  the
"Originators");

         WHEREAS, the Buyer was formerly also in the business of purchasing from
time to time certain  mortgage loan  timeshare  receivables  (the "Mortgage Loan
Receivables" and, together with the Right to Use Receivables, the "Receivables")
from Eagle Crest  Partners,  Ltd., an Oregon limited  partnership of which Eagle
Crest (under the name Eagle Crest G.P., Inc.) was the general partner,  pursuant
to that certain  Amended and Restated  Receivables  Purchase  Agreement  between
Buyer and  Eagle  Crest  Partners,  Ltd.,  dated as of June 1, 1994 (the  "Prior
Purchase Agreement");

         WHEREAS,  pursuant to a  receivables  transfer  agreement,  dated as of
December 31, 1993, among TW Holdings,  as seller,  Seattle- First National Bank,
as  purchaser,   Seattle-First  National  Bank  as  agent,  and  Jeld-Wen,  inc.
("JELD-WEN"),  as master  servicer,  Seattle-First  National Bank, as purchaser,
purchased Receivables from TW Holdings;

         WHEREAS,  the  above-mentioned   transfer  agreement  was  amended  and
restated to become the  Amended and  Restated  Receivables  Transfer  Agreement,
dated as of June 1, 1994,  among TW Holdings,  as seller,  the other  purchasers
named therein,  Seattle-First  National Bank, as agent, and JELD-WEN,  as master
servicer  (as  thereafter  amended  from time to time,  the  "Prior  Receivables
Transfer Agreement");

         WHEREAS,  the Prior  Receivables  Transfer  Agreement  was  amended and
restated  to  become  the  Second  Amended  and  Restated  Receivables  Transfer
Agreement,  dated  as of June 1,  1997  (the  "Transfer  Agreement"),  among  TW
Holdings,   as  seller  (the  "Seller"),   the  purchasers  named  therein  (the
"Purchasers"),  Bank of America  National Trust and Savings  Association,  doing
business  as  Seafirst  Bank  ("Seafirst"),  as  agent  (in such  capacity,  the
"Agent"), and TRI, as master servicer (the "Master Servicer"),

                                        3

<PAGE>



pursuant to which the  Purchasers  will purchase from time to time certain Right
Use Receivables from the Seller, which Right to Use Receivables the Seller shall
purchase from time to time from the Originators;

         WHEREAS,  in  connection  with  the  transaction  contemplated  by  the
Transfer  Agreement,  Eagle Crest will sell,  transfer  and assign  Right to Use
Receivables  to the  Buyer  from time to time and the Buyer  will,  among  other
things,  grant  a  first  perfected  security  interest  in  such  Right  to Use
Receivables to the Agent for the benefit of the Purchasers and Eagle Crest shall
cease to sell Mortgage Loan Receivables to Buyer; and

         WHEREAS, Eagle Crest Partners, Ltd. has dissolved and Eagle Crest, Inc.
has acquired all of the assets and assumed all of the obligations of Eagle Crest
Partners,  Ltd., and the parties desire to (i) substitute Eagle Crest,  Inc. for
Eagle Crest  Partners,  Ltd.,  with  respect to the  obligations  of Eagle Crest
Partners,  Ltd., under the Prior Purchase Agreement; and (ii) amend, restate and
replace  the Prior  Purchase  Agreement  to provide for the sale of Right to Use
Receivables  by Eagle  Crest to TW  Holdings  and the  cessation  of the sale of
Mortgage Loan Receivables.

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

                                    ARTICLE 1

                                   DEFINITIONS

         Section 1.1  Definitional Provisions.

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

                  (b) The words  "hereof,"  herein" and "hereunder" and words of
similar  import when used in this  Agreement  shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section, subsection
and Schedule references  contained in this Agreement are references to Sections,
subsections and Schedules in or to this Agreement  unless  otherwise  specified;
with respect to all terms in this  Agreement,  the singular  includes the plural
and the plural includes the singular;  words importing  gender include the other
gender; references to "writing" include printing,  typing, lithography and other
means of reproducing  words in visible form;  references to agreements and other
contractual  instruments  include all subsequent  amendments  thereto or changes
therein  entered  into  in  accordance  with  their  respective  terms  and  not
prohibited by this

                                        4

<PAGE>



Agreement; references to Persons include their permitted successors and assigns;
and the term including" means including without limitation."

         Section 1.2 Certain  Other  Definitional  Provisions.  Whenever used in
this  Agreement,  the  following  words and  phrases  shall  have the  following
meanings:

         "Agreement"  shall mean this  Receivables  Purchase  Agreement  and all
amendments hereof and supplements hereto.

         "Buyer"  means TW Holdings,  Inc.,  in its capacity as purchaser of the
Right to Use Receivables under this Agreement, and any successor thereto.

         "Eagle  Crest"  means Eagle  Crest,  Inc.,  an Oregon  corporation  and
successor by name change to Eagle Crest G.P., Inc., and any successors thereto.

         "Schedule of Mortgage Loan Receivables"  means the Schedule of Mortgage
Loan Receivables attached as Schedule B hereto and as an Exhibit to the Transfer
Agreement, as it may be amended from time to time.

         "Schedule of Right to Use  Receivables"  means the Schedule of Right to
Use Receivables  attached as Schedule A hereto and as an Exhibit to the Transfer
Agreement, as it may be amended from time to time.

         "Transfer  Agreement" means the Second Amended and Restated Receivables
Transfer  Agreement  dated as of June 1,  1997,  among TW  Holdings,  Inc.,  the
purchasers  named  therein,  as Purchasers,  Bank of America  National Trust and
Savings  Association,  doing  business as Seafirst  Bank,  as Agent,  and TRI as
Master Servicer.

         "TRI" shall mean Trendwest Resorts,  Inc., an Oregon  corporation,  and
any successors thereto.

                                    ARTICLE 2

                            CONVEYANCE OF RECEIVABLES

         Section 2.1  Conveyance of Receivables.

                  (a) In the case of the  Initial  Receivables  conveyed  by the
Originator,  on the Closing Date the Originator  does hereby sell,  transfer and
assign to the Buyer, without recourse (subject to its obligations hereunder):

                           (i)      all right, title and interest of the
Originator in and to the Initial Receivables, all Related

                                        5

<PAGE>



Security with respect to such Receivables,  all related Receivable Documents and
all collections due on or in respect of such  Receivables and paid thereon or in
respect thereof (including  proceeds of the repurchase of Initial Receivables by
the Originator pursuant to Section 2.3(b)) on or after the Initial Cutoff Date;

                      (ii)          the interest of the Originator in the
security interests in and liens on such Receivables and any
accessions thereto granted by the Obligors pursuant to such
Receivable;

                     (iii)          the interest of the Originator in any
proceeds of any insurance policies covering such Receivables  (including but not
limited to any physical damage or title insurance  relating to any Mortgage Loan
Receivables)  and in any  proceeds  of any  credit  life  or  credit  disability
insurance policies relating to such Receivables or the related Obligors; and

                     (iv)          all proceeds of the foregoing.

                  (b) In the case of the Subsequent  Receivables  that are Right
to Use  Receivables,  on the related  Transfer Dates occurring from time to time
prior to the Commitment Termination Date, the Originator will sell, transfer and
assign to the Buyer, without recourse (subject to its obligations hereunder):

                      (i)      all right, title and interest of the
Originator in and to the related  Subsequent  Receivables  that are Right to Use
Receivables, all Related Security with respect to such Right to Use Receivables,
all related  Receivable  Documents and all  collections on or in respect of such
Right to Use  Receivables  and paid  thereon  or in respect  thereof  (including
proceeds of the repurchase of such Subsequent  Receivables that are Right to Use
Receivables  by the  Originator  pursuant  to  Section  2.3(b))  on or after the
related Subsequent Cutoff Date;

                      (ii)          the interest of the Originator in the
security  interests  in and  liens  on such  Right  to Use  Receivables  and any
accessions  thereto  granted  by the  Obligors  pursuant  to such  Right  to Use
Receivables;

                     (iii)          the interest of the Originator in any
proceeds of any physical damage and title insurance policies covering such Right
to Use Receivables  and in any proceeds of any credit life or credit  disability
insurance  policies  relating  to such Right to Use  Receivables  or the related
Obligors; and

                      (iv)          all proceeds of the foregoing.


                                        6

<PAGE>



                  (c) In connection  with each such  conveyance,  on or prior to
the related Transfer Date, the Originator  agrees to record and file, at its own
expense,  a  financing  statement  with  respect  to the  related  Right  to Use
Receivables  meeting the requirements of applicable state law in such manner and
in such  jurisdictions  as are  necessary to perfect the sale and  assignment of
such  Right to Use  Receivables  to or upon  the  order  of the  Buyer,  and the
proceeds  thereof as may be perfected by filing a financing  statement  (and any
continuation statements as are required by applicable state law), and to deliver
a file-stamped copy of each such financing statement (or continuation statement)
or other  evidence of such filings  (which may,  for  purposes of this  Section,
consist of telephone  confirmation  of such filing with the file stamped copy of
each such  filing to be  provided  to the  Buyer in due  course),  as soon as is
practicable after the Originator's receipt thereof.

         In connection with each such conveyance, the Originator further agrees,
at its own expense, on or prior to the related Transfer Date, (i) to indicate in
its  computer  files  that  the  related  Right  to Use  Receivables  have  been
transferred  to the Buyer  pursuant  to this  Agreement,  (ii) to deliver to the
Buyer a computer file or microfiche  list containing a true and complete list of
all such Right to Use  Receivables,  and containing the information with respect
thereto  required  by the  Schedule  of Right to Use  Receivables  and  (iii) to
deliver to the Buyer and the Agent a Schedule of Right to Use  Receivables  with
respect to such Right to Use Receivables,  which shall be added to all Schedules
of Right to Use  Receivables  delivered to the Buyer and the Agent prior to such
Transfer Date and appears as Schedule A hereto.

                  (d) On each Transfer Date, the Originator  shall deliver to or
upon the order of the Buyer, the documents  relating to the related Right to Use
Receivables called for pursuant to Section 2.5 of the Transfer Agreement.

                  (e) From time to time, the Originator  may, upon the terms and
conditions in Section 15.2 of the Transfer Agreement,  substitute a new Right to
Use Receivable or Mortgage Loan Receivable that is an Eligible  Receivable for a
Right to Use Receivable or Mortgage Loan Receivable, as the case may be, that is
either a Defaulted  Receivable or is otherwise no longer an Eligible Receivable.
As to substituted  Mortgage Loan  Receivables,  the Originator will be deemed to
have made the same  representations  and warranties that were made in connection
withi Mortgage Loan Receivables transferred under the Prior Purchase Agreement.

         Section 2.2  Representations and Warranties as to the
Originator.  The Originator hereby represents and warrants as of

                                        7

<PAGE>



the date and  execution of this  Agreement,  the Closing Date and each  Transfer
Date that:

                  (a) Organization and Good Standing.  The Originator shall have
been duly  organized  under the laws of the State of Oregon and shall be validly
existing an a  corporation  whose status is active,  with power and authority to
own its  properties  and to conduct  its  business as such  properties  shall be
currently  owned  and  such  business  is  presently  conducted,  and had at all
relevant times, and shall now have, power, authority and legal right to acquire,
own, sell and service the Right to Use Receivables.

                  (b) Due Qualification.  The Originator shall be duly qualified
to do  business  as a foreign  corporation  in good  standing,  and  shall  have
obtained all necessary  licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require such
qualifications,  except where the failure to so qualify or to have obtained such
licenses  and  approvals  would  not  have  a  material  adverse  effect  on the
condition, financial or otherwise, or the earnings, business affairs or business
prospects of the Originator.

                  (c) Power and Authority.  The Originator  shall have the power
and  authority  to  execute,  deliver and  perform  its  obligations  under this
Agreement and each other Facility Document to which it is a party or by which it
is bound and to carry out their respective terms; the Originator shall have full
power and authority to sell and assign the  Receivables  to be sold and assigned
to and  deposited  with the Buyer and shall have duly  authorized  such sale and
assignment to the Buyer by all necessary  corporate  action;  and the execution,
delivery and  performance of this Agreement and each other Facility  Document to
which it in a party or by which it is bound shall have been duly  authorized  by
the originator by all necessary corporate action.

                   (d) Valid  Transfer and  Assignment:  Binding  Obligations.
This Agreement shall evidence a valid transfer and assignment of the
Receivables,  enforceable against creditors of and purchasers from the
Originator;  and shall constitute a legal, valid and binding obligation
of the originator  enforceable in accordance with  its  terms,  except  as
enforceability  may  be  limited  by  bankruptcy, insolvency,  reorganization
or other similar laws affecting the  enforcement of creditors,  rights in
general and by general principles of equity, regardless of whether such
enforceability  shall be considered in a proceeding in equity or at law.

                  (e)      No Violation.  The consummation of the
transactions contemplated by this Agreement and the other

                                        8

<PAGE>



Facility  Documents to which the  Originator  in a party or by which it is bound
and the  fulfillment  of the terms of this  Agreement  shall not conflict  with,
result in any breach of any of the terms and provisions of, nor constitute (with
or  without  notice  or  lapse  of  time)  a  default  under,  the  articles  of
incorporation  or bylaws of the  Originator,  or conflict with or violate any of
the material  terms or provisions  of, or constitute  (with or without notice or
lapse of time) a default under, any indenture,  agreement or other instrument to
which the Originator in a party or by which it shall be bound; nor result in the
creation or  imposition of any Lien upon any of its  properties  pursuant to the
terms of any such indenture,  agreement or other instrument (other than the Lien
created by this Agreement,  the Lien created by the Transfer Agreement and, with
respect to Right to Use  Receivables,  the Liens of WorldMark);  nor violate any
law or, to the best of the Originator's knowledge, any order, rule or regulation
applicable to it of any court or of any federal or state governmental regulatory
body,  administrative agency or other Governmental Authority having jurisdiction
over it or its properties;  which breach,  default,  conflict, lien or violation
would have a material  adverse effect on its condition,  financial or otherwise,
or its earnings, business affairs or business prospects.

                  (f) No Proceedings. There are no proceedings or investigations
pending, or to the best of the Originator's  knowledge,  threatened,  before any
court,  regulatory body,  administrative agency or other Governmental  Authority
having  jurisdiction over it or its properties:  (i) asserting the invalidity of
any other Facility Document to which it in a party or by which it in bound, (ii)
seeking to prevent the consummation of any of the  transactions  contemplated by
any  Facility  Document  to which it in a party or by which it in bound or (iii)
seeking any  determination  or ruling that might materially and adversely affect
the performance by the Originator of its  obligations  under, or the validity or
enforceability of any Facility Document to which it is a party or by which it is
bound.

                  (g)  Government  Approvals.  No  authorization  or approval or
other action by, and no notice to or filing with, any Governmental  Authority is
required for the due  execution,  delivery and  performance by the Originator of
any  Facility  Document  to which  it is a party  by which it is bound  with the
transactions contemplated thereby except such as have been obtained prior to the
date of this  Agreement  and are in full force and effect  (copies of which have
been delivered to the Buyer and the Agent).

                  (h)      Licenses.  The Originator holds, and at all times
during the term of this Agreement will hold, all material
licenses, certificates, franchises and permits from all

                                        9

<PAGE>



Governmental  Authorities  necessary  for the  conduct of its  business  and has
received  no  notice  of  proceedings  relating  to the  revocation  of any such
license, certificate,  franchise or permit, which singly or in the aggregate, if
the subject of an unfavorable decision,  ruling or finding, would materially and
adversely  affect its  ability to perform  its  obligations  under any  Facility
Agreement to which it is a party or by which it is bound or any other  documents
or  transactions  contemplated  hereunder  or  thereunder  or  the  validity  or
enforceability of the Right to Use Receivables.

                  (i)      Offices.  The principal place of business and
chief executive office of Eagle Crest is located at the address
set forth in Section 5.4.

                  (j)  Taxes.  The  Originator  has  filed all tax  returns  and
reports  required  of it, has paid all Taxes  which are due and  payable and has
provided  adequate  reserves  for  payment  of any Tax  whose  payment  is being
contested;  all charges,  accruals and reserves on its books in respect of Taxes
for all fiscal periods to date are accurate; and there are no material questions
or disputes between the Originator and any  Governmental  Authority with respect
to any Taxes.

                  (k)      Compliance with Applicable Laws.  The Originator
is in material compliance with the requirements of all applicable
laws, rules, and regulations and orders of all Governmental
Authorities.

                  (l)      Ownership Interests.  The Originator is a wholly-
owned subsidiary of JELD-WEN, inc.

         The  representations  and  warranties  set forth in this Section  shall
survive the transfer and  assignment of the related  Receivables to the Buyer on
the related Transfer Date and the transfer and assignment of such Receivables by
the Buyer to the  Purchasers  pursuant to the  Transfer  Agreement.  Each of the
originator and the Buyer shall inform the other party promptly, in writing, upon
the discovery of any breach of the foregoing representations and warranties.

         Section 2.3  Representations and Warranties as to the
Receivables; Repurchase upon Breach.

                  (a)  In  connection   with  each  transfer  of  Right  to  Use
Receivables to the Buyer,  as of the related  Transfer Date,  each such Right to
Use Receivable satisfies each of the representations and warranties set forth in
Section  7.2  of  the  Transfer  Agreement.  Additionally,  each  Mortgage  Loan
Receivable  satisfies  each of the  representations  and warranties set forth in
Sections 7.2 and 7.3 of the Transfer Agreement.

                                       10

<PAGE>




                  (b) The  representations  and  warranties  set  forth  in this
Section shall  survive the transfer and  assignment  of the  Receivables  to the
Buyer and the transfer and  assignment of such  Receivables  by the Buyer to the
Purchasers  pursuant to the Transfer  Agreement.  Each of the Originator and the
Purchaser shall inform the other party promptly,  in writing, upon the discovery
of any breach of the  Originator's  representations  and warranties  pursuant to
Section 2.3(a) which materially and adversely affects any Receivable. Unless the
breach shall have been cured in all material  respects by the 60th day following
its discovery,  the Originator  will  repurchase such Receivable by remitting an
amount equal to the related  Purchase  Amount to or upon the order of the Buyer.
Additionally,  in the case of Mortgage Loan Receivables,  if the Seller does not
deliver to the Agent  within 90 days after the related  Transfer  Date either an
opinion of counsel pursuant to Section 2.5(a)(iv) of the Transfer Agreement or a
recorded  Assignment of the related mortgage with evidence of recording  thereon
to or upon the order of the  Agent,  the Seller  shall  repurchase  the  related
Mortgage Loan Receivable.  The sole remedy of the Buyer with respect to a breach
of the foregoing  representations  and warranties which materially and adversely
affects any  Receivable  shall be to require the  Originator to repurchase  such
Receivable.

                  (c) Upon the payment by the  Originator of the Purchase  price
for any Receivable  repurchased  pursuant to this Section, the Buyer shall cause
such instruments as may be necessary to assign and transfer, without recourse or
warranty of any kind,  such  Receivable and the Related  Security and Receivable
Documents to the Originator.

         Section 2.4 Affirmative  Covenants of the  Originator.  With respect to
Receivables purchased from the Originator,  the Originator hereby covenants that
from the date hereof until the first day  following the  Commitment  Termination
Date on which (i) the Outstanding Principal Balance of the Receivables purchased
from the Originator and comprising part of the Receivables Pool shall be reduced
to zero and (ii) all Obligations  shall have been fully paid and performed,  the
Originator  shall do all of the following  unless the Buyer or the Agent (acting
upon the  direction  of the  Required  Purchasers)  shall  otherwise  consent in
writing:

                  (a) The Originator shall comply in all material  respects with
all applicable laws, rules, regulations and orders, including but not limited to
all  applicable  laws,  rules,  regulations  and  orders  with  respect  to  the
Receivables  and the  Assigned  Collateral  relating  thereto  and will take all
actions  necessary  to ensure  that all  Taxes,  pension  obligations  and other
governmental  claims in  respect  of its  operations,  business  and  assets are
properly paid when due.

                                       11

<PAGE>




                  (b) The  Originator  shall preserve and maintain its corporate
existence, rights, franchises and privileges in the State of Oregon, and qualify
and remain  qualified in good  standing as a foreign  corporation  in each State
where such  qualification  is necessary or advisable in view of its  operations,
business and assets.

                  (c) From time to time during  regular  business hours and upon
at least three days,  prior  written  notice,  the  Originator  shall permit the
Buyer, the Agent, any Purchaser and their respective agents and  representatives
(i) to examine  and make  copies of and  abstracts  from all books,  records and
documents  (including,  without  limitation,  computer  tapes and  disks) in the
possession or under the control of the  Originator and (ii) to visit the offices
and properties of the Originator for the purpose of examining such materials and
to  discuss  matters  relating  to  the  Receivables,  the  performance  of  the
Originator under any Facility  Document to which it is a party or by which it is
bound and the affairs,  finances and accounts of the  Originator  generally with
any of its officers, directors or employees.

                  (d) The Originator shall comply in all material  respects with
the Credit and Collection  Policy applicable to Right to Use Receivables and the
Credit and Collection Policy applicable to Mortgage Loan Receivables.

                  (e) Promptly  after  learning  thereof,  the  Originator  will
notify  the Buyer and the Agent of (i) the  details of any  action,  proceeding,
investigation  or claim  against or  affecting it  instituted  before any court,
arbitrator  or  Governmental  Authority  or, to its  knowledge  threatened to be
instituted,  which,  if determined  adversely would be likely to have a material
adverse  effect  on (A)  the  performance  by it of any  obligations  under  any
Facility  Document  to which it is a party  or by  which  it is  bound,  (B) the
validity or enforceability of any Facility Document to which it in a party or by
which  it in  bound,  (C) the  validity  or  enforceability  of any  Receivable,
Mortgage Note or Mortgage,  or (D) the first priority  security  interest of the
Agent an behalf of the  Purchasers  in the Assigned  Collateral  relating to the
Receivables;   (ii)  any  material   dispute  between  the  Originator  and  any
Governmental  Authority;  (iii) any labor  controversy  which has resulted in or
threatens  to result in a strike which would  materially  affect the business or
operations of the Originator;  and (iv) the occurrence of any Termination  Event
relating to the Originator.

                  (f) From time to time the Originator will (i) pay or reimburse
the Buyer,  the Agent and each  Purchaser for all Taxes imposed by virtue of the
transactions contemplated by this Agreement and for all expenses including legal
fees incurred in

                                       12

<PAGE>



connection with the  enforcement by judicial  proceedings or otherwise of any of
the rights of the  foregoing  parties  under this  Agreement  or under any other
Facility  Document to which the  Originator  is a party or by which it is bound;
(ii) pay or reimburse the Agent for all expenses, including legal fees, incurred
by or on behalf of the Buyer in  connection  with the  perfection of the Buyer's
interest in the Assigned  Collateral  relating to the Receivables;  (iii) obtain
and promptly  furnish to the Agent evidence of all such government  approvals as
may be required to enable the  Originator to comply with its  obligations  under
any  Facility  Document  to which it in a party  or by which it in  bound;  (iv)
execute and deliver all such instruments (including UCC continuation statements)
and perform all such other acts an may be necessary to maintain the  Purchasers'
interest  continuously  perfected as a first priority  security  interest in the
Assigned  Collateral  relating to the  Receivables;  (v) execute and deliver all
such other  instruments and perform all such other acts as the Buyer,  the Agent
or  any  Purchaser  may  reasonably   request  to  carry  out  the  transactions
contemplated by this Agreement and the other Facility Documents to which it is a
party or by which it in bound;  and (vi) comply in all material respect with the
obligations of the Originator under the Facility Documents.

                  (g) The  Originator  agrees to deliver in kind upon receipt to
the Master Servicer all Collections received by the Originator in respect of any
Receivable after the related Transfer Date as soon as practicable  after receipt
thereof,  but in any  event  no later  than two  Business  Days  following  such
receipt.

                  (h) On the last Business Day of each month but in any event no
later than five days  subsequent  to the last  Business  Day of each month,  the
Originator  shall  provide  to  the  Buyer  such  information  as is  reasonably
necessary for the Buyer to determine the  Consolidated  Delinquency Date Amount,
the  Consolidated  Defaulted  Receivable  Amount  and the  Consolidated  Monthly
Charge- off Date.

         Section 2.5  Negative  Covenants  of the  Originator.  With  respect to
Receivables purchased from the Originator,  from the date hereof until the first
day  following  the  Commitment  Termination  Date on which (i) the  Outstanding
Principal  Balance  of  the  Receivables   purchased  from  the  Originator  and
comprising  part of the  Receivables  Pool shall be reduced to zero and (ii) all
Obligations  shall have been  fully paid and  performed,  the  Originator  shall
refrain from doing any of the  following,  unless the Buyer or the Agent (acting
upon the  direction  of the  Required  Purchasers)  shall  otherwise  consent in
writing:


                                       13

<PAGE>



                  (a) Except for the conveyances hereunder,  the Originator will
not sell,  pledge,  assign or transfer to any other  Person,  or grant,  create,
incur,  assume  or suffer to exist  any Lien on any  Receivable  or any  Related
Security or Receivable  Document,  whether now existing or hereafter created, or
any interest therein;  the Originator will immediately  notify the Buyer and the
Agent of the existence of any Lien on any Receivable or any Related  Security or
Receivable  Document and such Receivable  will be repurchased  from the Buyer by
the  Originator in the manner and with the effect  specified in Section  2.3(b),
and the Originator  shall defend the right,  title and interest of the Buyer in,
to and under the Receivables, whether now existing or hereafter created, against
all claims of third parties claiming through or under the Originator;  provided,
however,  that nothing in this subsection shall prevent or be deemed to prohibit
the  Originator  from  suffering  to exist  upon any of the  Receivables  or any
Related  Security  or  Receivable  Document,  Liens in favor of  WorldMark  with
respect to Right to Use Receivables, Liens for municipal or other local taxes if
such taxes shall not at the time be due and payable or if the  Originator  shall
currently be contesting  the validity of such taxes in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.

                  (b) After the  Transfer  Date  relating to a  Receivable,  the
Originator shall take no action, nor omit to take any action, which would impair
the rights of the Buyer in such Receivable.

                  (c)  The  Originator  shall  not,  during  the  term  of  this
Agreement, transfer to the Buyer Right to Use Receivables on forms substantially
different from the forms attached as Exhibits to the Transfer Agreement.

                                    ARTICLE 3

                            PAYMENT OF PURCHASE PRICE

         Section 3.1 Payment of Purchase  Price.  In  consideration  of the sale
from the Originator to the Buyer, as provided in Section 2.1, of (a) the Initial
Receivables  that are Right to Use  Receivables  on the Closing Date,  the Buyer
agrees  to pay the  Originator  an  amount  equal to the  Outstanding  Principal
Balance of such Right to Use  Receivables  as of the Initial  Cutoff Date,  plus
accrued interest to the date of purchase and (b) the Subsequent Receivables that
are Right to Use Receivables, on the related Transfer Dates, the Buyer agrees to
pay the Originator an amount equal to the Outstanding  Principal balance of such
Right to Use Receivables as of the related Subsequent Cutoff Date.



                                       14

<PAGE>



                                    ARTICLE 4

                                   TERMINATION

         Section   4.1    Termination.    The   respective    obligations    and
responsibilities of the Originator and the Buyer created hereby shall terminate,
except for indemnity obligations as provided herein, upon the termination of the
Transfer Agreement.

                                    ARTICLE 5

                            MISCELLANEOUS PROVISIONS

         Section 5.1  Amendment.

                  (a) This Agreement may be amended from time to time in writing
by the Buyer and the  Originator,  with the consent of the Agent,  which consent
shall  not be  unreasonably  withheld,  to cure any  ambiguity,  to  correct  or
supplement  any  provisions  herein  which  ray be  inconsistent  with any other
provisions  herein,  or to add any other  provisions  with respect to matters or
questions  arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Transfer Agreement;  provided, however, that
such action shall not, as  evidenced  by an opinion of counsel  delivered to the
Buyer and the Agent,  adversely  affect in any material respect the interests of
the Buyer or the Purchasers in any  Receivables or Assigned  Collateral  related
thereto.

                  (b) This  Agreement  may also be amended  from time to time in
writing by the Buyer and the  Originator,  with the consent of the Agent (acting
upon the  direction of the Required  Purchasers),  for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this Agreement.

         Section 5.2  Protection of Right, Title and Interest to
Receivables.

                  (a) The Originator at its expense shall cause this  Agreement,
all  amendments   hereto  and/or  all  financing   statements  and  continuation
statements and any other necessary  documents  covering the Buyer's right, title
and interest to the Receivables and other property conveyed by the Originator to
the Buyer hereunder to be promptly recorded,  registered and filed, and to be at
all times kept recorded,  registered  and filed,  all in such manner and in such
places as may be required by law fully to preserve and protect the right,  title
and interest of the Buyer  hereunder to the Receivables and such other property.
The  Originator  shall  deliver to the Buyer  file-stamped  copies of, or filing
receipts for, any document recorded, registered or filed

                                       15

<PAGE>



as provided above, an soon as available  following such recording,  registration
or filing.  The Buyer and the Agent shall cooperate fully with the Originator in
connection  with the  obligations  set forth above and will  execute any and all
documents reasonably required to fulfill the intent of this Section.

                  (b)  Within 30 days after the  Originator  makes any change in
its name,  identity  or  corporate  structure  which  would  make any  financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously  misleading  within the  meaning of Section  9-402(7) of the UCC as in
effect in the applicable  state, it shall give the Buyer and the Agent notice of
any such  change  and  shall  execute  and file  such  financing  statements  or
amendments  as may be  necessary  to  continue  the  perfection  of the  Buyer's
security  interest  in the  Receivables  and the  Assigned  Collateral  relating
thereto.

                  (c) The  Originator  will give the Buyer and the Agent  prompt
written  notice of (i) any  relocation  of any office at which it keeps  records
concerning  the  Receivables  or of its  principal  executive  office  and  (ii)
whether,  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 and shall execute and
file such financing statements or amendments as may be necessary to continue the
perfection  of the  interest of the Buyer in the  Receivables  and the  Assigned
Collateral relating thereto.

         Section  5.3  Governing  Law.  This  Agreement  and the other  facility
documents  shall be governed by and  construed in  accordance  with the internal
laws of the State of Washington,  except to the extent that the perfection  (and
the effect of  perfection or  nonperfection)  of the interests of the lenders in
the receivables, loan documents, related security, assigned collateral, facility
documents and  collections is governed by the laws of a jurisdiction  other than
the state of Washington.

         Section 5.4 Notices. All demands,  notices and communications hereunder
shall be in writing  and shall be deemed to have been duly  given if  personally
delivered at or mailed by registered mail, return receipt requested,  to, (a) in
the case of the Buyer, TW HOLDINGS,  INC., c/o Trendwest  Resorts,  Inc.,  12301
N.E.  10th  Place,  Bellevue WA 98005,  Attention:  William F. Peare and Gary A.
Florence; (b) in the case of the Originator,  EAGLE CREST, INC., 821 South Sixth
Street, Redmond, OR 97756, Attention:  _________________; or (c) as to either of
such  Persons,  at such other address as shall be designated by such Person in a
written notice to the other Person.


                                       16

<PAGE>



         Section  5.5  Severability  of  Provisions.  If any  one or more of the
covenants,  agreements,  provisions  or terms of this  Agreement  shall  for any
reason whatsoever be hold invalid, then such covenants,  agreements,  provisions
or terms shall be deemed  severable  from the remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.

         Section 5.6 Assignment. This Agreement may not be assigned by the Buyer
or the  Originator  except  as  contemplated  by this  Section  or the  Transfer
Agreement;  provided,  however,  that  simultaneously  with  the  execution  and
delivery of this Agreement,  the Buyer shall assign all of its right,  title and
interest  therein to the Agent for the benefit of the  Purchasers an provided in
the Transfer Agreement, to which the Originator hereby expressly consents.

         Section 5.7 Further  Assurances.  The Originator and the Buyer agree to
do and perform,  from time to time,  any and all acts and to execute any and all
further instruments  required or reasonably  requested by the other party hereto
more  fully  to  effect  the  purposes  of this  Agreement,  including,  without
limitation, the execution of any financing statements, amendments,  continuation
statements  or  releases  relating  to the  Receivables  for  filing  under  the
provisions of the UCC or other law of any applicable jurisdiction.

         Section 5.8 No Waiver:  Cumulative Remedies. No failure to exercise and
no delay in exercising,  on the part of the Buyer or the Originator,  any right,
remedy,  power or privilege  hereunder  shall operate as a waiver  thereof;  nor
shall any single or partial  exercise of any right,  remedy,  power or privilege
hereunder  preclude any other or further exercise thereof 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.

         Section 5.9 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 and the same instrument.

         Section 5.10  Third-Party  Beneficiaries.  This Agreement will inure to
the benefit of and be binding  upon the parties  hereto,  for the benefit of the
Agent  and  the  Purchasers,  which  shall  be  considered  to be a  third-party
beneficiary  hereof.  Except as otherwise  provided in this Agreement,  no other
person will have any right or obligation hereunder.


                                       17

<PAGE>



         Section  5.11 Merger and  Integration.  Except as  specifically  stated
otherwise  herein,  this  Agreement sets forth the entire  understanding  of the
parties  relating to the subject  matter hereof,  and all prior  understandings,
written or oral,  are  superseded by this  Agreement.  This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

         Section  5.12  Headings.  The  headings  herein  are  for  purposes  of
reference only and shall not otherwise affect the meaning or  interpretation  of
any provision hereof.

         Section 5.13 Originator Indemnification. The Originator shall indemnify
and hold  harmless  the Buyer from and  against  any loss,  liability,  expense,
damage or injury  suffered  or  sustained  by reason of any acts,  emissions  or
alleged acts or emissions  arising out of activities of the Originator  pursuant
to this  Agreement  or as a  result  of the  transactions  contemplated  hereby,
including,  but not  limited to, any  judgment,  award,  settlement,  reasonable
attorneys'  fees and other costs or expenses  incurred  in  connection  with the
defense of any  actual or  threatened  action,  proceeding  or claim;  provided,
however,  that the  Originator  shall  not  indemnify  the  Buyer if such  acts,
omissions  or  alleged  acts  or  omissions  constitute  negligence  or  willful
misconduct by the Agent or any Purchaser.

         Section 5.14  Assumption  of the  Obligations  of the  Originator.  The
obligations  of the Originator  hereunder  shall not be assignable nor shall any
Person succeed to the  obligations of the  Originator  hereunder  except in each
case in accordance with the provisions of Section 5.6.

         Section  5.15  Confirmation  of the  Obligations  under Prior  Purchase
Agreement.  The Originator  hereby  expressly  assumes and agrees to perform all
covenants,  warranties,   indemnities  and  other  obligations  of  Eagle  Crest
Partners,  Ltd.,  under the Prior  Purchase  Agreement with respect the Mortgage
Loan Receivables  sold to Buyer by Eagle Crest Partners,  Ltd., and confirms the
accuracy of the Schedule of Mortgage Loan Receivables set forth as Schedule B.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly  executed by their  respective  officers as of the day and year first above
written.

                                                     EAGLE CREST, INC.,
                                  as Originator

                                                     By:
                                                              Name:
                                                              Title:

                                       18

<PAGE>




                                                     TW HOLDINGS, INC.,
                                    as Buyer


                                                     By:
                                                              Gary A. Florence
                                                              Treasurer


ACCEPTED:

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


By: _________________________
         Ken Puro
         Vice President


                                       19

<PAGE>



                                   SCHEDULE A

                      Schedule of Right to Use Receivables
                (Omitted, originals on file with Buyer and Agent)



<PAGE>



                                   SCHEDULE B

                      Schedule of Mortgage Loan Receivables
                 (Omitted, originals on file at Buyer and Agent)





<PAGE>


                                    EXHIBIT A

                                  Form of UCC-1
                 (omitted, originals on file at Buyer and Agent)