<PAGE>

                                                                   EXHIBIT 10.22

                       THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                              (Baltimore Division)

In re:                              *   Case No. 00-5-6931-JS
                                    *   through  00-5-6967-JS, 00-5-8313-JS,
SUNTERRA CORPORATION, et al.,       *   and 00-6-3718-JS
                                    *
          Debtors.                  *   (Chapter 11)
                                    *   Jointly Administered under
                                    *   Case No. 00-5-6931-JS
*  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *


                         ORDER CONFIRMING DEBTORS' THIRD
                AMENDED AND RESTATED JOINT PLAN OF REORGANIZATION
               UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, AS AMENDED

                  Upon the Debtors' Third Amended and Restated Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, as amended, dated May 9,
2002 (as the same may have been amended, modified or supplemented, including,
without limitation, through the Plan Supplement, the "Plan")/1/, which Plan was
proposed and filed with this Court by the above-captioned debtors and debtors in
possession (the "Debtors"); and upon the Disclosure Statement Under U.S.C.
(S)1125 in Support of Third Amended and Restated Joint Plan of Reorganization
Under Chapter 11 of the Bankruptcy Code, As Amended, dated May 9, 2002 (the
"Disclosure Statement"), which Disclosure Statement was proposed and filed with
this Court by the Debtors; and upon (a) the order dated February 20, 2002,
scheduling a hearing to consider approval of the Disclosure Statement, (b) the
hearing held before this Court on April 25, 2002, to consider approval of the
Disclosure Statement (the "Disclosure Statement Hearing"), and (c) the order

_____________________

/1/   All capitalized terms used but not defined herein shall have the meanings
      ascribed to such terms in the Plan.

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dated April 26, 2002 (i) approving the Disclosure Statement, (ii) scheduling a
confirmation hearing and (iii) establishing solicitation, voting and
confirmation process procedures (the "Disclosure Statement Order"); and upon the
declaration of Bankruptcy Services, LLC ("BSI"), the balloting agent retained by
the Debtors, sworn to on June 17, 2002, as the same may be amended (the "Voting
Declaration"), which Voting Declaration was filed with the Court on June 17,
2002; and upon the affidavit of service of BSI filed with the Court on June 3,
2002; and upon the supplemental affidavit of service filed by the Debtors on
June 20, 2002; and upon the Plan Supplement filed with the Court on June 10,
2002, as the same may be amended; and the Disclosure Statement Order having
fixed June 13, 2002, at 4:00 p.m. as the last day and time for filing of
objections to confirmation of the Plan; and upon the timely filed objections to
confirmation of the Plan having been filed by the persons and entities
identified on Exhibit A (the "Objections"); and a hearing to consider
confirmation of the Plan having been held before this Court on June 20, 2002
(the "Confirmation Hearing"); and upon the full and complete record of the
Confirmation Hearing and all matters and proceedings heretofore part of the
record of these cases; and after due deliberation and sufficient cause appearing
therefor,

            FINDINGS OF FACT AND CONCLUSIONS OF LAW/2/

            IT IS HEREBY FOUND AND DETERMINED that:

            A.   All defined terms used but not otherwise defined herein have
the meanings ascribed to such terms in the Plan.

_________________________

/2/   The findings of this Court set forth herein and the conclusions of law
      stated herein shall constitute findings of fact and conclusions of law
      pursuant to Bankruptcy Rule 7052, made applicable to this proceeding by
      Bankruptcy Rule 9014. To the extent any finding of fact shall be
      determined to be a conclusion of law, it shall be so deemed, and vice
      versa.

                                       -2-

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        B.  This Court has jurisdiction over these Reorganization Cases pursuant
to 28 U.S.C.(S)(S)157 and 1334. Venue is proper before the Court pursuant to 28
U.S.C.(S)(S)1408 and 1409. Confirmation of the Plan is a core proceeding under
28 U.S.C.(S)157(b)(2) and this Court has exclusive jurisdiction to determine
whether the Plan complies with the applicable provisions of title 11 of the
United States Code (the "Bankruptcy Code") and should be confirmed.

        C.  This Court takes judicial notice of the docket of these
Reorganization Cases maintained by the Clerk of the Court and all pleadings
referenced therein, including all documents filed, all orders entered, and all
evidence and arguments made, proffered or adduced at the hearings held before
this Court during the pendency of these Reorganization Cases, including, without
limitation, the Disclosure Statement Hearing.

        D.  Notice of the Confirmation Hearing, the treatment of Claims and
Equity Interests under the Plan, the treatment of unexpired leases and executory
contracts under the Plan, and the relevant deadlines for the submission of
ballots and objections has been provided in the form, within the time and
substantially in accordance with the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules") and the procedures approved and prescribed by this Court in
the Disclosure Statement Order and this Court's order, dated June 4, 2002,
setting forth the deadline for publication notice concerning the Confirmation
Hearing.

        E.  Ballots were properly transmitted to holders of Claims in the
Classes under the Plan that are treated as impaired within the meaning of
section 1124 of the Bankruptcy Code (the "Impaired Classes") and entitled to
vote for the Plan in accordance with the Disclosure Statement Order.

                                       -3-

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        F.  The Debtors properly solicited votes for the Plan from the Impaired
Classes entitled to vote to accept or reject the Plan in good faith and in a
manner consistent with the Bankruptcy Code.

        G.  Pursuant to and in compliance with section 1127 of the Bankruptcy
Code and Bankruptcy Rule 3019, the Debtors proposed certain modifications to the
Plan on the record, introduced certain modifications into evidence at the
Confirmation Hearing, or otherwise modified the Plan as provided herein
(collectively, the "Modifications"). Under the circumstances, the form and
manner of notice of the proposed Modifications are due and adequate, and no
other or further notice of the proposed Modifications is necessary or required.

        H.  In accordance with Bankruptcy Rule 3019, the Modifications do not,
except as set forth in Findings I and J below, (1) affect the classification of
Claims or Equity Interests or adversely affect the treatment afforded holders of
Claims or Equity Interests, (2) constitute material modifications of the Plan
under section 1127 of the Bankruptcy Code, (3) cause the Plan to fail to meet
the requirements of sections 1122 or 1123 of the Bankruptcy Code, (4) adversely
change the treatment of holders of Claims who have accepted the Plan (other than
any holders of Claims who have accepted such Modifications in writing or in open
court), or (5) require resolicitation of acceptances or rejections from any such
holders nor do they require that any holders be afforded an opportunity to
change previously cast acceptances or rejections of the Plan.

        I.  The Plan is hereby modified, amended and superceded to the extent
that treatment of any and all Allowed UBOC Claims and Allowed B of A Claims
shall be governed exclusively by the terms and conditions of the that certain
agreement entitled "Terms and Conditions for: (A) Treatment of Secured Claim of
Bank of America, N.A. and Co-Lenders

                                       -4-

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(collectively, the "Bank Group") under Plan of Reorganization of Sunterra Corp
and its Co-Debtor Affiliates (the "Debtor") and its Affiliates (the "Plan") in
the Bankruptcy Court for the District of Maryland; and (B) Treatment of Secured
Claims of Oaktree Capital Management, LLC ("OCM")", as the same may be amended
(the "B of A and UBOC Settlement Agreement"), submitted into evidence as an
exhibit at the Confirmation Hearing. This Court shall retain jurisdiction to
hear and resolve all disputes relating to or arising from the UBOC Settlement
Agreement.

          J.    The Plan is hereby modified, amended and superceded as follows:

          The definition of "Estate Litigation Claims" in section 1.66 of the
          Plan is deleted and replaced with the following: "Estate Litigation
          Claims means (a) all Causes of Action of the Estates arising prior to
          the Confirmation Date and existing on the Effective Date in respect of
          professional services which shall include, for avoidance of doubt, any
          and all Causes of Action against any and all accountants, consultants,
          financial advisors, or provider of trust or custodial services, (b)
          all other Causes of Action arising prior to the Confirmation Date and
          existing on the Effective Date, other than (i) avoidance actions and
          Claims pursuant to sections 544, 545, 547, 548, 549, 550, 551 and/or
          553 of the Bankruptcy Code (except as otherwise provided herein) and
          (ii) Claims arising in the ordinary course of business of a Debtor (c)
          all (i) causes of action heretofore assigned to the Creditors'
          Committee pursuant to an Order of the Bankruptcy Court and (ii)
          avoidance actions against insiders pursuant to sections 544, 545, 547,
          548 549, 550, 551 and/or 553 of the Bankruptcy Code heretofore
          assigned to the Creditors' Committee pursuant to an Order of the
          Bankruptcy Court, and (d) those Causes of Action listed on a schedule
          filed by the Debtors prior to the Confirmation Hearing, which schedule
          shall be reasonably acceptable to the Committee."

          The definition of "Total 9 3/4% Entitlement" in section 1.152 of the
          Plan is deleted and replaced with the following: "Total 9 3/4%
          Entitlement means the aggregate amount of the 9 3/4% Senior
          Subordinated Notes Claims as allowed pursuant to section 4.7(a) of
          this Plan, plus accrued and unpaid interest on the 9 3/4% Senior
          Subordinated Notes Claims from the Commencement Date through and
          including the Effective Date."

          The definition of "Allowed" in section 1.5 of the Plan is hereby
          amended by deleting the third "or" in subsection (a) and replacing it
          with "and".

          Section 11.1 of the Plan is hereby amended by deleting "(b)" in the
          fourth sentence of section 11.1 of the Plan and replacing it with
          "(b)(i)". Section 11.1 of the Plan is hereby further amended by
          deleting "(b)" in the fifth sentence of

                                       -5-

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                section 11.1 of the Plan and replacing it with "(b)(i)".

                K.    All references to the Plan hereinafter contained in this
Confirmation Order shall be to the Plan as modified and such Plan as modified
shall constitute the Debtors' Third Amended and Restated Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code, As Amended.

                L.    Notice of the Confirmation Hearing, the treatment of
unexpired leases and executory contracts under the Plan and the relevant
deadlines for submission of objections and ballots, as approved and prescribed
by the Court in the Disclosure Statement Order, has been given and is adequate
and sufficient pursuant to section 1128 of the Bankruptcy Code, Bankruptcy Rules
2002(b) and 3020 and other applicable law.

                M.    The Voting Declaration provided by BSI is consistent with
Bankruptcy Rule 3018 and complies with the requirements of Local Bankruptcy Rule
3018-1, to the extent modified by the Disclosure Statement Order.

                N.    The Plan establishes the following Classes of Claims and
Equity Interests: Class 1 (Other Secured Claims); Class 1a (Cypress Pointe Notes
Claims); Class 2 (B of A Claims); Class 3 (UBOC Claims); Class 4 (Mechanics'
Lien Claims); Class 5 (Priority Non-Tax Claims); Class 6 (9 1/4% Senior Notes
Claims); Class 7 (9 3/4% Senior Subordinated Notes Claims); Class 8 (5 3/4%
Convertible Subordinated Notes Claims); Class 9 (General Unsecured Claims);
Class 10 (Encore Package Claims); Class 11 (Mini-Vacation Package Claims); Class
12 (Convenience Claims); Class 13 (Interdebtor Claims); Class 14 (Sunterra
Affiliates Claims); Class 15 (Equity Interests); Class 16 (Existing Securities
Law Claims); and Class 17 (510(c) Claims). The Plan satisfies section 1123(a)(1)
of the Bankruptcy Code.

                                       -6-

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                O.    The following Classes of Claims (the "Voting Classes") are
impaired and entitled to vote under the Plan: Class 1a (Cypress Pointe Notes
Claims); Class 2 (B of A Claims); Class 3 (UBOC Claims); Classes 4 (Mechanics'
Lien Claims); Class 5 (Priority Non-Tax Claims); Class 6 (9 1/4% Senior Notes
Claims); Class 7 (9 3/4% Senior Subordinated Notes Claims); Class 8 (5 3/4%
Convertible Subordinated Notes Claims; Class 9 (General Unsecured Claims); Class
10 (Encore Package Claims); Class 11 (Mini-Vacation Package Claims); Class 12
(Convenience Claims); and Class 14 (Sunterra Affiliates Claims). The treatment
of Claims in the Impaired Classes is specified in Section 4 of the Plan and,
therefore, satisfies Bankruptcy Code sections 1123(a)(2) and 1123(a)(3).

                P.    The Plan designates Classes of Claims and Equity
Interests, satisfying the requirements of section 1123(a)(1) of the Bankruptcy
Code.

                Q.    The Plan specifies unimpaired Classes, satisfying the
requirements of section 1123(a)(2) of the Bankruptcy Code.

                R.    The Plan specifies the treatment of Impaired Classes,
satisfying the requirements of section 1123(a)(3) of the Bankruptcy Code.

                S.    The classification scheme of Claims and Interests under
the Plan is reasonable. Claims or Equity Interests in each particular Class are
substantially similar to other Claims or Equity Interests in such Class.

                T.    Classes 1a, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 14 are
impaired under the Plan and were entitled to vote to accept or reject the Plan.

                U.    The changes of votes from rejecting the Plan to accepting
the Plan, or from not voting on the Plan to accepting the Plan, by certain
creditors, as set forth on the record

                                       -7-

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at the Confirmation Hearing (the "Vote Changes"), have been made for sufficient
cause, within the meaning of Bankruptcy Rule 3018(a), and the Debtors have
consented to such Vote Changes.

                V.    As evidenced by the Voting Declaration, as modified by the
Vote Changes, the Plan has been accepted by all Impaired Classes entitled to
vote to accept or reject the Plan, in accordance with section 1126 of the
Bankruptcy Code and consistent with Bankruptcy Rule 3018 and the Disclosure
Statement Order.

                W.    Class 1 is unimpaired and deemed to accept the Plan
pursuant to section 1126(f) of the Bankruptcy Code.

                X.    Classes 13, 15, 16 and 17 (whose members will receive no
distribution) are impaired and deemed to reject the Plan pursuant to section
1126(g) of the Bankruptcy Code.

                Y.    The Plan provides for the same treatment for each Claim or
Interest of a particular Class, satisfying the requirements of section 1123(a)
(4) of the Bankruptcy Code.

                Z.    The Plan provides for adequate means for its
implementation, satisfying the requirements of section 1123(a)(5) of the
Bankruptcy Code.

                AA.   The Plan provides for the inclusion in the certificate of
incorporation for each of the Reorganized Debtors of a provision prohibiting the
issuance of nonvoting equity securities to the extent required by section
1123(a)(6) of the Bankruptcy Code, and therefore satisfies the requirements of
such section.

                BB.   The Plan contains only provisions that are consistent with
the interests of creditors and equity security holders and with public policy
with respect to the manner of selection of officers and directors of Reorganized
Sunterra, satisfying the requirements of section 1123(a)(7) of the Bankruptcy
Code.

                                       -8-

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                CC.   The Plan is dated and identifies the entities submitting
it, thereby satisfying Bankruptcy Rule 3016(a).

                DD.   The Plan complies with the applicable provisions of the
Bankruptcy Code, satisfying the requirements of Bankruptcy Code section 1129(a)
(1).

                EE.   The Debtors have complied with the applicable provisions
of the Bankruptcy Code, satisfying the requirements of section 1129(a)(2) of the
Bankruptcy Code.

                FF.   Based upon the testimony adduced and/or proffered at the
Confirmation Hearing and Bankruptcy Rule 3020(b)(2), the Plan has been proposed
in good faith and not by any means prohibited by law, satisfying the
requirements of section 1129(a)(3) of the Bankruptcy Code.

                GG.   Any payment made or to be made by the Debtors for services
or for costs and expenses in, or in connection with, the Reorganization Cases,
or in connection with the Plan and incident to these Reorganization Cases, has
been approved by, or is subject to the approval of, this Court as reasonable,
satisfying the requirements of section 1129(a)(4) of the Bankruptcy Code.

                HH.   To the extent known, the Debtors have disclosed the
identity and affiliations of the individuals proposed to serve, after
confirmation of the Plan, as directors and officers of Reorganized Sunterra; the
appointment to, or continuance in, such offices of such individuals is
consistent with the interests of the Debtors' creditors and equity interest
holders and with public policy; and the Debtors have disclosed the identity of
any insiders who will be employed or retained by Reorganized Sunterra subsequent
to confirmation of the Plan and the nature of any compensation to be paid to
such insiders. These disclosures satisfy the requirements of section 1129(a)(5)
of the Bankruptcy Code.

                                       -9-

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                II.   As no governmental authority has jurisdiction over the
rates of the Debtors and the Plan does not effectuate any such rate change,
section 1129(a)(6) of the Bankruptcy Code is not applicable to the Debtors.

                JJ.   With respect to each Impaired Class of Claims or Equity
Interests, each holder of a Claim or interest of such Class: (a) has accepted
the Plan; or (b) will receive or retain under the Plan, on account of such Claim
or interest, property of a value, as of the Effective Date of the Plan, that is
not less than the amount that such holder would receive or retain if the Debtors
were to be liquidated under chapter 7 of the Bankruptcy Code on such date. This
treatment satisfies the requirements of section 1129(a)(7) of the Bankruptcy
Code.

                KK.   Except to the extent that a holder of an Allowed Claim has
agreed or agrees to a different treatment of such Claim, the Plan provides that,
with respect to each Allowed Claim of a kind specified in: (a) section 507(a)(1)
of the Bankruptcy Code, the holder of such Claim will receive on account of such
Claim, on the later of the Effective Date and the first Business Day after the
date that is 30 calendar days after such claim becomes allowed, or as soon
thereafter as is reasonably practicable, Cash equal to the allowed amount of
such Claim; (b) sections 507(a)(3) through (7) of the Bankruptcy Code, the
holder of such Claim will receive, on account of such Claim, (i) deferred cash
payments of a value, as of the Effective Date, equal to the allowed amount of
such Claim or (ii) cash on the later of the Effective Date and the first
Business Day after the date that is 30 calendar days after such claim becomes
Allowed, or as soon thereafter as is reasonably practicable, equal to the
allowed amount of such Claim; and (c) section 507(a)(8) of the Bankruptcy Code,
the holder of such Claim will receive, on account of such Claim, at the sole
option of the Reorganized Debtors, either (i) cash on the later of the Effective
Date and the first Business Day after the date that is 30 calendar days after
such claim

                                       -10-

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becomes Allowed, or as soon thereafter as is reasonably practicable, equal to
the allowed amount of such Claim or (ii) deferred cash payments, over a period
not exceeding six (6) years after the date of assessment of such Claim, of a
value as of the Effective Date equal to the allowed amount of such Claim. This
treatment satisfies the requirements of section 1129(a)(9) of the Bankruptcy
Code.

                LL.   After taking into account the Voting Changes, the Plan has
been accepted by all of the Impaired Classes of Claims that were entitled to
vote on the Plan, which acceptances were determined without including any
acceptance of the Plan by any insider holding a Claim in such Classes. As a
result, the requirement of section 1129(a)(10) of the Bankruptcy Code is
satisfied.

                MM.   The Maximum Estimated Class 9 Claims amount, equal to
$53,226,000, is fair and reasonable.

                NN.   Confirmation of the Plan is not likely to be followed by
the liquidation or the need for further financial reorganization of the
Reorganized Debtors. As a result, the requirement of section 1129(a)(11) of the
Bankruptcy Code is satisfied.

                OO.   The fees payable by the Debtors to the United States
Trustee or the Clerk of this Court, as provided under 28 U.S.C. (S) 1930(a)(6),
constitute administrative expenses entitled to priority under section 507(a)(1)
of the Bankruptcy Code and the treatment of such fees in the Plan satisfies
section 1129(a)(12) of the Bankruptcy Code.

                PP.   The Debtors do not provide for the payment of any retiree
benefits within the meaning of section 1114 of the Bankruptcy Code.
Nevertheless, the Plan provides for the continuation after the Effective Date of
retiree benefits, if any, as that term is defined in (S) 1114 of the Bankruptcy
Code, to the extent required by (S) 1129(a)(13) of the Bankruptcy Code.

                                      -11-

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                QQ.   The requirements of section 1129(b) of the Bankruptcy Code
are satisfied as to Classes 13, 15, 16 and 17, the only non-accepting Classes,
because (a) no holders of Claims or Equity Interests junior to Classes 13, 15,
16 and 17 will receive or retain any property under the Plan on account of such
junior Claims or Equity Interests, and (b) the Plan is fair and equitable and
does not discriminate unfairly with respect to Classes 13, 15, 16 and 17.

                RR.   The New Sunterra Common Stock, the New Sunterra Warrants
and the Litigation Trust Beneficial Interests, if applicable (collectively, and
including common stock of any successor to Sunterra Corporation, issuable upon
exercise or conversion of the New Sunterra Warrants, the "Plan Securities") are
being issued pursuant to the Plan in exchange for Claims against the Debtors.
Pursuant to section 1145 of the Bankruptcy Code, (i) the offer or sale of the
Plan Securities and transactions in such securities and (ii) the offer of common
stock through the New Sunterra Warrants and (iii) the sale of common stock,
including common stock of any successor to Sunterra Corporation, upon exercise
or conversion of the New Sunterra Warrants shall be and are exempt from the
registration requirements of Section 5 of the Securities Act of 1933, as
amended, and any state or local law requiring registration for offer or sale of
a security or registration or licensing of an issuer of, underwriter of, or
broker or dealer in, such securities (collectively, "Federal and State
Securities Laws"). Pursuant to section 1145(c) of the Bankruptcy Code, the
issuance of Plan Securities under the Plan is a public offering and therefore,
subject to the respective transfer restrictions set forth in the New Sunterra
Common Stock and the New Sunterra Warrants, such Plan Securities may thereafter
be resold and traded by any person that is not an underwriter within the meaning
of section 1145(b) of the Bankruptcy Code (an "Underwriter") as unrestricted
securities.

                                      -12-

<PAGE>

                SS.   No party in interest that is a governmental unit has
requested that the Court not confirm the Plan on grounds that the principal
purpose of the Plan is the avoidance of taxes or the avoidance of the
application of section 5 of the Securities Act of 1933, and the principal
purpose of the Plan is not such avoidance. Accordingly, the Plan satisfies the
requirements of section 1129(d) of the Bankruptcy Code.

                TT.   The Plan complies with the requirements of sections 1122
and 1123 of the Bankruptcy Code.

                UU.   All conditions to confirmation of the Plan, pursuant to
Section 9.1 of the Plan, have been satisfied.

                VV.   The Plan provides for the substantive consolidation of the
Debtors pursuant to the terms set forth in Section 5.1 of the Plan, the
standards for which have been met.

                WW.   Pursuant to Section 8 of the Plan and the provisions of
the Disclosure Statement Order, the non-Debtor parties to the executory
contracts and unexpired leases listed in Exhibit L to the Plan Supplement, as
the same may be amended from time to time by the Debtors prior to the Effective
Date, (the "Assumed Contracts") shall receive notice of the assumption of such
contracts and leases and the proposed cure amounts with respect to such
contracts and leases. Pursuant to Section 8.2 of the Plan and this Court's
order, dated May 24, 2002, (i) Establishing Interim Bar Date for Filing Proofs
of Claims for Certain Unexpired Leases and Executory Contracts; (ii) Approving
Form and Manner of Notice Thereof; and (iii) Granting Related Relief, non-Debtor
parties to the executory contracts and unexpired leases to be assumed by the
Debtors shall have the opportunity to object to the proposed cure amounts. To
the extent objections relating to cure amounts are resolved, the Reorganized
Debtors shall enjoy all of the rights and benefits under each such contract or
unexpired lease without the necessity of obtaining

                                      -13-

<PAGE>

any party's written consent to the Reorganized Debtors' assumption or retention
of such rights and benefits.

                XX.   Pursuant to Section 8.3 of the Plan and the provisions of
the Disclosure Statement Order, the non-Debtor parties to any and all executory
contracts and unexpired leases (the "Rejected Contracts") that are not contained
in Exhibit L to the Plan Supplement, as the same may be amended from time to
time prior to the Effective Date, shall be deemed rejected as of the Effective
Date.

                YY.   The Plan incorporates the compromise and settlement of
certain claims and issues, including, but not limited to the compromises and
settlements reached with holders of Sunterra Notes Claims (collectively, the
"Settlements"). The negotiations of such Settlements were conducted in good
faith and at arms' length, and each such Settlement is of benefit to the Estates
and represents a fair, necessary and reasonable compromise of the Claims held by
the holders thereof. The terms and conditions of each such compromise and
settlement is therefore an integral part of the Plan. In this regard, parties
voting for and accepting the Plan have relied upon the terms and conditions of
each of the Settlements.

                ZZ.   The Settlements represent a compromise between and among
the Debtors and their creditors of all claims and litigation, pending or
threatened, or that was or could have been commenced prior to the date of entry
of this Confirmation Order. The Settlements, as reflected in the relative
distributions and recoveries of holders of Claims and Equity Interests under the
Plan, are fair and reasonable and are accordingly approved in all respects
pursuant to Bankruptcy Rule 9019(a). The Settlements embodied in the Plan will
save the Debtors and their estates the costs and expenses of prosecuting various
disputes, the outcome of which is likely to consume substantial resources of the
Debtors' Estates and require substantial time to adjudicate.

                                      -14-

<PAGE>

The Settlements also have facilitated the creation and implementation of the
Plan and benefit the Estates and the Debtors' creditors.

                IT IS THEREFORE ORDERED, ADJUDGED AND DECREED THAT:

                1.    The proposed Modifications to the Plan, made on the record
at the Confirmation Hearing and pursuant to this Confirmation Order , are hereby
approved, and the Plan, as modified by the Modifications, shall be the Plan.
Without limiting Finding XY, above, the terms of the Plan, as modified, are an
integral part of this Confirmation Order and are incorporated herein by
reference and "So Ordered" in their entirety. The terms of the exhibits and
attachments to the Plan, including, without limitation, the Plan Supplement, as
the same may be amended prior to the Effective Date (collectively, the "Plan
Documents") also are incorporated herein by reference and are an integral part
of the Plan and this Confirmation Order.

                2.    To the extent that any Objections to confirmation of the
Plan have not been withdrawn prior to entry of this Confirmation Order, are not
cured by the relief granted herein or resolved as stated by the Debtors on the
record of the Confirmation Hearing, all such Objections shall be, and hereby
are, overruled.

                3.    All Objections to confirmation of the Plan that have been
withdrawn shall be, and hereby are, deemed withdrawn with prejudice.

                4.    The classifications of Claims for purposes of the
distributions to be made under the Plan shall be governed solely by the terms of
the Plan. The classifications set forth on the Ballots tendered to or returned
by the Debtors' creditors in connection with voting on the Plan (a) were set
forth on the ballots solely for the purposes of voting to accept or reject the
Plan, (b) do not represent, and in no event shall be deemed to modify or
otherwise affect, the actual

                                      -15-

<PAGE>

classification of such Claims under the Plan for distribution purposes, and (c)
shall not be binding on the Debtors or the Reorganized Debtors.

                5.   The Plan is hereby confirmed pursuant to section 1129 of
the Bankruptcy Code.

                6.   The Debtors and Reorganized Debtors are authorized and
empowered to do such things, execute, deliver and/or file such documents, and
make all such payments, as are necessary to consummate the Plan.

                7.   The Debtors and Reorganized Debtors are authorized to
perform all acts that may be required in connection with the Exit Facility and
the Working Capital Facility.

                8.   If the Plan becomes effective as set forth in section 10 of
the Plan, (a) the Reorganized Debtors shall retain, and confirmation of the Plan
shall vest in the Reorganized Debtors, all property of the Estate except any
property of the Estate that is abandoned or transferred to any other entity,
including, but not limited to, the Litigation Trust, as permitted under the
Bankruptcy Code on or prior to the Effective Date, and (b) title to all such
non-excepted property shall vest in the Reorganized Debtors, absolutely,
unconditionally, indefeasibly and forever, on the Effective Date, free and clear
of all Claims, all liens securing Claims and all Equity Interests, except any
lien preserved as expressly provided for in the Plan. The Reorganized Debtors
shall not be liable or responsible for any Claim against the Debtors or the
Estates or any obligation of the Debtors or the Estates except as expressly
assumed by the Reorganized Debtors in the Plan. The Reorganized Debtors shall be
the successor to the Debtors for the purposes of sections 1123 and 1129 of the
Bankruptcy Code. The Reorganized Debtors may operate their businesses and may
use, acquire, and dispose of property free of any restrictions of the Bankruptcy
Code or the Bankruptcy Rules and in all respects as if there were

                                      -16-

<PAGE>

no pending case under any chapter or provision of the Bankruptcy Code, except as
expressly provided in the Plan.

                9.   The provisions contained in Section 11 of the Plan are
incorporated herein by reference as if set forth herein in extenso, are approved
in all respects and shall be effective as provided for therein.

                10.  On the Effective Date, the Debtors shall pay to Greenwich
Capital Markets, Inc., and/or its designees ("Greenwich") the outstanding amount
due under the DIP Facility (the "DIP Lender Claim Amount") in Cash. The DIP
Lender Claim Amount is hereby Allowed. As of June 5, 2002, the principal and
accrued and unpaid interest and fees under the DIP Facility was not less than
$161,890,231.96, exclusive of Greenwich's costs and expenses subject to
reimbursement under the DIP Facility.

                11.  Upon payment in full of the DIP Lender Claim Amount, all
liens on and security interests in the collateral granted in connection with the
DIP Facility will be deemed released, extinguished, discharged, fully satisfied
and of no further force and effect as of the date of such payment, provided,
however, that nothing herein or in the Plan shall affect the rights or Claims of
the Debtors or Greenwich that are intended to survive the payoff under the DIP
Facility or DIP Order. Upon such payment in full, Greenwich is hereby directed
to file, and/or consent to the filing of, any and all termination statements or
other similar instruments with respect to any financing statements or other
documents with respect to the DIP Facility. All recording officers designated to
file financing statements and all registries of deeds or similar offices in any
jurisdiction in which the Debtors or Reorganized Debtors have real or personal
property, are hereby directed to accept for filing a copy of this Confirmation
Order, or such other order of this Court, as a termination statement with
respect to any financing statement or similar

                                      -17-

<PAGE>

instruments filed in connection with the DIP Facility. To the extent necessary,
the Debtors or Reorganized Debtors may, upon notice to Greenwich, obtain
authorization from this Court to execute and file any and all termination
statements or other similar instruments with respect to any financing statements
or other documents with respect to the DIP Facility.

                12.  Greenwich is directed upon such payment in full to deliver
any collateral, certificates or other instruments in respect of the DIP Facility
to, or at the direction of, the Debtors or Reorganized Debtors.

                13.  The Assumed Contracts shall be deemed assumed as of the
Effective Date of the Plan, the Reorganized Debtors shall pay the cure amounts
pursuant to the procedures specifically set forth in section 8.2 of the Plan and
the Reorganized Debtors shall enjoy all of the rights and benefits under the
Assumed Contracts without the necessity of obtaining any non-Debtor party's
written consent to the Reorganized Debtors' assumption of any Assumed Contract.
Notwithstanding any change-in-control default or termination right under any
Assumed Contract, the Assumed Contracts shall not be in default and may not be
terminated as a result of any change-in-control resulting from consummation of
the Plan.

                14.  Pursuant to Plan Section 8.2, if a dispute arises between
the Reorganized Debtors and any non-Debtor party to an executory contract or
unexpired lease in connection with the assumption of such contract or lease,
including disputes as to whether cure amounts should be paid in respect thereof,
whether such contract or lease is an executory contract, or has been terminated
or expired, the Reorganized Debtors shall be entitled to reject such contract or
lease by notice to the non-Debtor party without further order of the Court.

                15.  Notwithstanding any provision contained herein or in the
Plan to the contrary, no executory contracts or unexpired leases of the Debtors
shall be deemed assumed,

                                      -18-

<PAGE>

assumed and assigned, or rejected by operation of the Plan or this Confirmation
Order unless and until the Effective Date shall have occurred. The Debtors are
authorized to amend Exhibit L to the Plan Supplement to add or remove executory
contracts and unexpired leases from such exhibit any time prior to the Effective
Date, with the prior written consent of the Creditors' Committee, provided such
consent is not unreasonably withheld or delayed. If the Effective Date does not
occur, the deadline by which the Debtors may assume, assume and assign or reject
any executory contracts or unexpired leases (including leases of nonresidential
real property) shall be governed by any extant orders of this Court as if no
confirmation of a plan has occurred in these Reorganization Cases.

                16.  Pursuant to section 8.3 of the Plan, in the event that the
rejection of an executory contract or unexpired lease by any of the Debtors
pursuant to the Plan results in damages to the non-debtor party or parties to
such contract or lease, a Claim for such damages, if not heretofore evidenced by
a proof of claim filed in accordance with the requirements of this Court's
order, dated May 24, 2002, (i) Establishing Interim Bar Date for Filing Proofs
of Claims for Certain Unexpired Leases and Executory Contracts; (ii) Approving
Form and Manner of Notice Thereof; and (iii) Granting Related Relief, shall be
forever barred and shall not be enforceable against the Debtors, or their
respective properties or interests in property as agents, successors, or
assigns.

                17.  As of the Effective Date the Debtors' Estates shall be
substantively consolidated pursuant to the provisions of Section 5.1 of the
Plan.

                18.  Pursuant to section 1145 of the Bankruptcy Code, (i) the
offer and sale of the Plan Securities and transactions in such securities and
(ii) the offer of common stock of Reorganized Sunterra (as successor of
Reorganized Sunterra for purposes of section 1145 of the

                                      -19-

<PAGE>

Bankruptcy Code) through the New Warrants and the sale of such common stock upon
exercise or conversion of the New Warrants shall be and are exempt from the
registration and licensing requirements of Federal and State Securities Laws.
Pursuant to section 1145(c) of the Bankruptcy Code, the issuance of Plan
Securities under the Plan is a public offering. Subject to the respective
transfer restrictions set forth in the New Sunterra Common Stock and the New
Sunterra Warrants, such Plan Securities (including any shares issued upon
exercise or conversion of the New Sunterra Warrants) may be resold and traded by
any person that is not an Underwriter as unrestricted securities (and not
subject to the restrictions on transfer, or registration or licensing
requirements otherwise applicable under Federal and State Securities Laws).

                19.  Except as and to the extent otherwise required by the
customary procedures of The Depository Trust Company ("DTC"), as of the close of
business on the Distribution Record Date, the various transfer registers for
Classes 1a, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 14 as maintained by the
Debtors, or their respective agents, will be deemed closed, and there will be no
further changes with respect to the record holders of any of the Claims. The
Debtors will have no obligation to recognize any transfer of the Claims that
occurs on or after the Distribution Record Date. The Debtors at their option
will be entitled to recognize and deal for all purposes under the Plan with (a)
those record holders stated on the transfer ledgers as of the close of business
on the Distribution Record Date, to the extent applicable and/or (b) the
beneficiary holders identified through duly completed and returned Transmittal
Letters. Notwithstanding the foregoing or anything to the contrary in the Plan,
in connection with any distribution under the Plan to be effected through the
facilities of DTC (whether by means of book-entry exchange, free delivery,
deposit withdrawal at custodian (DWAC), or otherwise), the

                                      -20-

<PAGE>

Debtors will be entitled to recognize and deal for all purposes under the Plan
with such holders to the extent consistent with the customary practices of DTC
used in connection with such distribution.

     20.  The Debtors and Reorganized Debtors are hereby authorized, but not
directed, to organize merge and/or dissolve entities and businesses that the
Debtors or Reorganized Debtors deem necessary or appropriate in order to
effectuate the reorganization of the Debtors, including, but not limited to, the
transfer of certain mortgages receivable and other assets by and between the
Debtors and such new organized entities prior to the Effective Date. This Court
explicitly retains exclusive jurisdiction to hear and decide any and all
disputes relating to or arising from the Combination Transactions or other
transfers of assets both prior and subsequent to the Effective Date. To the
fullest extent permitted under section 1146(c) of the Bankruptcy Code, the
issuance, transfer or exchange of any security under the Plan, or the execution,
delivery or recording of an instrument of transfer pursuant to, in
implementation of or as contemplated by the Plan, or the revesting, transfer or
sale of any real property of the Debtors pursuant to, in implementation of or as
contemplated by the Plan, including, but not limited to, the Combination
Transactions, shall not be taxed under any state or local law imposing a stamp
tax, transfer tax or similar tax or fee. Consistent with the foregoing, each
recorder of deeds or similar official for any county, city or governmental unit
in which any instrument hereunder is to be recorded shall, pursuant to this
Order, be ordered and directed to accept such instrument, without requiring the
payment of any documentary stamp tax, deed stamps, stamp tax, transfer tax,
intangible tax or similar tax.

     21.  This Court hereby retains jurisdiction of these Reorganization Cases
(a) pursuant to and for the purposes of section 105(a) and 1127 of the
Bankruptcy Code, and (b) as

                                      -21-

<PAGE>

set forth in Section 12 of the Plan, which is incorporated herein by reference
as if set forth in extenso.

     22.  In accordance with the Plan, the distributions and rights provided
hereunder and under the Plan shall be in complete satisfaction, discharge and
release, effective as of the Confirmation Date, of all Claims against and
interests in the Debtors, the Estates and the Reorganized Debtors and all liens
(except such liens that are preserved pursuant to the Plan) upon any property of
the Debtors, the Estates or the Reorganized Debtors.

     23.  The Reorganized Debtors or their authorized agent(s) shall serve a
notice of entry of this Confirmation Order, as provided in Bankruptcy Rule
2002(f)(7), to all creditors and equity security holders of the Debtors as of
the date hereof within ten (10) business days from the Effective Date.

     24.  The absence of a reference to a specific provision of the Plan in this
Confirmation Order shall not, and shall not be deem to, affect or alter this
Court's ruling that every provision of the Plan has been confirmed and approved
by this Court.

     25.  Without further order of the Court, the Debtors and Reorganized
Debtors are authorized and empowered to execute, deliver, file or record such
contracts, instruments, releases, and other agreements or documents (including
the Plan Documents) and take all actions and perform all acts reasonably
necessary or appropriate to consummate effectuate, implement and further
evidence the terms and conditions of the Plan and any notes or securities issued
pursuant to the Plan.

     26.  Except as otherwise may be provided in the Plan or herein, notice of
all subsequent pleadings in these Reorganization Cases after the Effective Date
shall be limited to

                                      -22-

<PAGE>

the following parties: (a) the Reorganized Debtors and their counsel; (b) the
United States Trustee; and (c) any party known to be directly affected by the
relief sought.

     27.  Pursuant to the authority of this Court granted under Bankruptcy Rule
3020(e), this Confirmation Order shall not be stayed until the expiration of 10
days after entry of this Confirmation Order and shall be effective immediately
upon its entry.

     28.  Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code and
the provisions of this Confirmation Order, upon the occurrence of the Effective
Date, the Plan and the Plan Documents shall apply and be enforceable
notwithstanding any otherwise applicable non-bankruptcy law.

     29.  To the extent this Confirmation Order and/or the Plan conflicts with:
(i) the Disclosure Statement; (ii) any other agreement entered into between the
Debtors and any party; or (iii) other orders of the Court, the Plan controls the
Disclosure Statement and any such agreements or prior orders, and this
Confirmation Order controls the Plan.

     30.  Except as otherwise specifically provided by the Plan, confirmation of
the Plan (subject to the occurrence of the Effective Date) shall (i) discharge
the Debtors, the Estates and the Reorganized Debtors from any debt or liability
that arose before the Confirmation Date, or which might at any time on or after
the Confirmation Date arise out of or relate, directly or indirectly, to any
pre-Confirmation Date acts or omissions, any debt of the kind specified in
section 502(g), section 502(h) or section 502(i) of the Bankruptcy Code, all
Claims treated in the Plan, all contingent and unliquidated liabilities of every
type and description to the fullest extent discharge of such liabilities is
permitted under the Bankruptcy Code, and all other Claims against the Debtors,
the Estates or the Reorganized Debtors that were outstanding, accrued or
existing, or might reasonably have been asserted, on the Confirmation Date, in
each instance whether or

                                      -23-

<PAGE>

not a proof of such Claim is filed or deemed filed, whether or not such Claim is
Allowed, and whether or not the holder of such Claim has voted on the Plan, and
(ii) terminate all Equity Interests in the Debtors and all rights and interests
and claims of the holders of all Equity Interests in the Debtors.

     31.  Except as expressly otherwise provided for in the Plan, or any order
of this Court, all injunctions or stays provided for in these Reorganization
Cases under sections 105 or 362 of the Bankruptcy Code or otherwise, and in
existence as of the date hereof, shall remain in full force and effect through
and including the Effective Date and any such later date as provided for under
applicable law.

     32.  The Debtors' exclusive periods under section 1121 of the Bankruptcy
Code shall be extended to the Effective Date pursuant to and subject to the
other applicable provisions of this Court's Order dated May 8, 2002.

     33.  The schedule referenced in subpart (d) of the amended definition of
"Estate Litigation Claims" in Finding J, above, shall be the schedule referenced
in paragraph 3 of the Stipulation Resolving Response and Reservation of Rights
of Grace Brothers, Ltd. Regarding Confirmation of the Debtors' Third Amended and
Restated Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code,
As Amended.

     34.  Pursuant to section 1141 of the Bankruptcy Code, effective as of the
Confirmation Date, but subject to the occurrence of the Effective Date, and
except as expressly provided in the Plan or this Order, the provisions of the
Plan (including the exhibits to, and all documents and agreements executed
pursuant to, the Plan) and this Order shall be binding on (i) the Debtors, (ii)
the Reorganized Debtors, (iii) the United States Trustee, (iv) all holders of
Claims against and Equity Interests in the Debtors, whether or not impaired
under the Plan and

                                      -24-

<PAGE>

whether or not, if impaired, such holders accepted the Plan, and (v) each person
acquiring property under the Plan.

     35.  If any or all of the provisions of this Order are hereafter reversed,
modified or vacated by subsequent order of this Court or any other court, such
reversal, modification or vacatur shall not affect the validity of the acts or
obligations incurred or undertaken under or in connection with the Plan prior to
the Debtors' receipt of written notice of any such order. Notwithstanding any
such reversal, modification or vacatur of this Order, any such act or obligation
incurred or undertaken pursuant to, and in reliance on, this Order prior to the
effective date of such reversal, modification or vacatur shall be governed in
all respects by the provisions of this Order and the Plan and all documents
related to the Plan and any amendments or modifications to any of the foregoing.

     36.  Unless otherwise ordered by this Court, if the Effective Date does not
occur one or before one hundred and eighty (180) days after the Confirmation
Date, upon motion made by the Debtors: (i) this Order shall be vacated, (ii) no
distributions under the Plan shall be made, (iii) the Debtors and all holders of
Claims and Equity Interests shall be restored to the status quo ante as of the
day immediately preceding the date of this Confirmation Order as though
confirmation of the Plan had never occurred, and (iv) the Debtors' obligations
with respect to the Claims and Equity Interests shall remain unchanged and
nothing contained in the Plan shall constitute or be deemed a waiver or release
of any Claims or Interests by or against the Debtors or any other person or to
prejudice in any manner the rights of the Debtors or any person in any further
proceedings involving the Debtors.

                                      -25-

<PAGE>

     37. The Debtors or Reorganized Debtors, as applicable, shall serve a copy
of this Confirmation Order by First Class Mail to all parties that have
requested notices pursuant to Bankruptcy Rule 2002 and file with the this Court
a certificate of such service within 10 business days of the date of entry of
this Confirmation Order.


                                                  /s/ JAMES F. SCHNEIDER
                                                  ---------------------------
                                                  JAMES F. SCHNEIDER
                                                  UNITED STATES BANKRUPTCY JUDGE


cc:      Paul M. Nussbaum, Esquire
         Martin T. Fletcher, Esquire
         Whiteford, Taylor & Preston L.L.P.
         Seven Saint Paul Street; Suite 1400
         Baltimore, Maryland 21202

         Marc Abrams, Esquire
         Michael J. Kelly, Esquire
         Willkie Farr & Gallagher
         787 Seventh Avenue
         New York, New York 10019-6009

         Brad Scheler, Esquire
         Fried, Frank, Harris, Shriver & Jacobson
         One New York Plaza
         New York, New York 10004

         Office of the U.S. Trustee
         300 West Pratt Street;  Suite 350
         Baltimore, Maryland 21201

         Joel I. Sher, Esquire
         Shapiro, Sher & Guinot
         Charles Center South
         36 South Charles Street - 20/th/ Floor
         Baltimore, Maryland 21201

                                      -26-

<PAGE>

                                    EXHIBIT A

A.   Timely-Filed Objections to Confirmation

     1.   RCI Technology Corp. and Resort Condominiums International, LLC

     2.   Cypress Pointe Noteholders

     3.   Adam M. Aron, Sanford R. Climan, Joshua S. Friedman, Osamu Kaneko, W.
          Leo Kiely, III, James G. Brocksmith, J. Taylor Crandall, Andrew J.
          Gessow, Steven C. Kenninger.

     4.   L. Steven Miller

     5.   Michael and Diana Lyszaz

     6.   Ridge Tahoe Owners' Association

     7.   Larry Snyder & Company

     8.   Scott Robins Construction, Inc.

     9.   Grace Brothers, Ltd.