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                                                                   EXHIBIT 10.36

                                    INTERVAL
                                  INTERNATIONAL
                      THE QUALITY VACATION EXCHANGE NETWORK




                          RESORT AFFILIATION AGREEMENT

AGREEMENT made and entered into by and between INTERVAL INTERNATIONAL, INC., a
corporation duly organized and existing under the laws of the State of Florida,
with its principal place of business at 6262 Sunset Drive, Penthouse One, Miami,
Florida 33143, hereinafter referred to as "INTERVAL," and
Beartown Development Inc.
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                       (Exact Name of Development Entity)
a/an Pennsylvania Corporation
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                   (Type of Entity and State of Registration)

with a principal place of business at Box 4402, RR#4, Stroudsburg, PA 18360
                                      ------------------------------------------

hereinafter referred to as "AFFILIATE" AND
                                           -------------------------------------

a/an
     ---------------------------------------------------------------------------
                   (Type of Entity and State of Registration)

with its principal place of business at
                                        ----------------------------------------

hereinafter referred to as "ASSOCIATION." INTERVAL, AFFILIATE and ASSOCIATION
are sometimes collectively referred to as the "Parties."

    WHEREAS, INTERVAL is engaged in the business of providing and operating a
vacation exchange service to facilitate the exchange of accommodations between
owners of Vacation Interests (as defined herein) at participating resorts,
hereinafter referred to as the "INTERVAL NETWORK;" and

    WHEREAS, AFFILIATE is developing or has developed a resort vacation
ownership program known as Oak 'n Spruce Resort
                           -----------------------------------------------------
                                             (NAME OF PROGRAM)

located at Meadow Street, South Lee, MA 01260
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to consist, or consisting, of the units and amenities as described herein, and
to be no less than 12 studios, 90 one-bedroom, 29. two-bedroom, and 0
three-bedroom units, hereinafter collectively referred to as the "PROJECT;" and

    WHEREAS, ASSOCIATION is an association of owners comprised of individuals
who own Vacation Interests at the PROJECT, and ASSOCIATION is or will be
responsible for the management of the PROJECT; and

    WHEREAS, AFFILIATE and ASSOCIATION desire to include the PROJECT as a
participant in the INTERVAL NETWORK.

    NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows:

A. DEFINITIONS.

    Unless a different meaning clearly appears from the context, the following
capitalized terms when used in this Agreement shall have the meaning set forth
below:

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       1.    "Confirmation" or "Confirmed Exchange" means a written or oral
             acknowledgment that an exchange request has been fulfilled by
             INTERVAL.

       2.    "Effective Date" means the date this Agreement was executed by
             INTERVAL.

       3.    "Exchange Guest" means the individual who has been issued a
             Confirmed Exchange to the PROJECT by INTERVAL

       4.    "Individual Member" means any purchaser/owner of a Vacation
             Interest at the PROJECT properly enrolled in the INTERVAL NETWORK
             (whether by AFFILIATE, transfer of membership, acceptance of a
             membership offer from INTERVAL, or otherwise) and "Individual
             Membership" shall be construed accordingly. An Individual Member
             who is current in the payment of membership fees prescribed by
             INTERVAL and who is in compliance with all terms and conditions
             then in effect is referred to as an Individual Member in good
             standing.

       5.    "Individual Membership Application" means the form or agreement
             prescribed by INTERVAL, from time to time, for the enrollment of
             Individual Members.

       6.    "Marks" mean the following, registered or unregistered, trademarks,
             service marks or trade names: "Five Star Logo," "Flexchange,"
             "Interval Logo," "Interval International," "Interval International
             and Logo," "Interval International Five Star Award Program,"
             "Interval International Traveler," "Worldex," "WorldCard,"
             "WorldCard Preferred," and such other trademarks, service marks
             and/or trade names, as may at any time be owned or claimed by
             INTERVAL or any associated or affiliated company.

       7.    "Member Resort" means any resort which has entered into a written
             agreement with INTERVAL to participate in the INTERVAL NETWORK

       8.    "Resort Membership Application" means the form completed by
             AFFILIATE and/or ASSOCIATION, or on behalf of AFFILIATE and/or
             ASSOCIATION, for application to the INTERVAL NETWORK, and includes
             all documents and exhibits and any and all representations or
             undertakings, whether written or oral, given or provided by
             AFFILIATE, ASSOCIATION, or on behalf of AFFILIATE or ASSOCIATION,
             to INTERVAL in connection with this Agreement, whether before or
             after the Effective Date of this Agreement.

       9.    "Unit" means each apartment, villa, suite, or other unit of
             accommodation designed for occupancy.

       10.   "Unit Week" means the use and occupancy of a Unit for a one-week
             period. Each Unit, therefore, has available for use and occupancy
             up to fifty-two (52) Unit Weeks per year.

       11.   "Vacation Interest" means the ownership of or the tight to use a
             Unit and the amenities and facilities of a Vacation Ownership
             Resort for at least one week during any given year, but not
             necessarily consecutive years, and which extends for a period of at
             least three years.

       12.   "Vacation Ownership Resort" means one or more Units subject to the
             same time share or other vacation ownership plan, together with any
             other property, or rights to property, appurtenant to those Units.

B. TERM AND RENEWALS.

     The initial term of this Agreement is for six (6) years from the Effective
Date. Thereafter, this Agreement will automatically renew for additional periods
often (10) years each unless a Party gives to the other Parties written notice,
at least ninety (90) days prior to the expiration of the initial term of this
Agreement or any subsequent renewal term, of its intent not to renew. In the
event any Party chooses not to renew this Agreement, said notice of non-renewal
shall apply only to the Party giving said notice, and the Agreement shall
continue and be in full force and effect as it relates to all Parties who did
not serve a notice of non-renewal.

C. AFFILIATION FEE.

     AFFILIATE agrees to pay an affiliation fee of $ 0 on or before
______________________. Upon execution of this Agreement by INTERVAL, such fee
is non-refundable.



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D. INTERVAL NETWORK

       1.   INTERVAL'S DUTIES.

            INTERVAL will provide:

            (a)   resort membership for the PROJECT in the INTERVAL NETWORK upon
                  such terms and conditions as are set forth in this Agreement;

            (b)   an exchange program for use by Individual Members in
                  accordance with the Terms and Conditions of Individual
                  Membership and Exchange, as amended from time to time by
                  INTERVAL;

            (c)   promotional materials for use by AFFILIATE in accordance with
                  this Agreement, and thereafter, such additional materials as
                  INTERVAL may make available from time to time at such rates as
                  INTERVAL may establish for such materials;

            (d)   such other benefits, privileges and/or discounts as INTERVAL
                  may have available from time to time to Individual Members in
                  good standing.

       2.   INDIVIDUAL MEMBERSHIP.

            (a)   For all sales of Vacation Interests at the PROJECT subsequent
                  to the Effective Date of this Agreement, AFFILIATE shall
                  provide INTERVAL with a completed Individual Membership
                  Application executed by each purchaser of a Vacation Interest
                  at the PROJECT and the applicable 1 year membership fee
                  prescribed by INTERVAL or its designated representative. Such
                  Individual Membership Application and fee shall be provided to
                  INTERVAL no later than thirty (30) days after the execution of
                  a purchase agreement by said purchaser, regardless of the
                  actual date of dosing or escrow requirements for said
                  purchase.

            (b)   All Individual Membership fees due under this Agreement shall
                  be delivered to INTERVAL in accordance with the fees schedule
                  then in effect, without set-off or deduction. In the event
                  AFFILIATE or ASSOCIATION receive renewal fees for Individual
                  Membership, said funds shall be forwarded to INTERVAL without
                  set-off or deduction upon receipt of such fees by AFFILIATE or
                  ASSOCIATION.

            (c)   [intentionally omitted]

            (d)   For each quarter, commencing with the quarter following the
                  expiration of the second anniversary of the Effective Date of
                  this Agreement, in which there are less than two hundred (200)
                  Individual Members in good standing with INTERVAL, INTERVAL
                  may assess AFFILIATE a service fee of five hundred dollars
                  ($500.00) per quarter. INTERVAL shall invoice AFFILIATE at the
                  end of each three month period in which the service fee is
                  payable. AFFILIATE agrees to pay INTERVAL within fifteen (15)
                  days after receipt of such statement.

            (e)   AFFILIATE agrees to provide each purchaser of a Vacation
                  Interest at the PROJECT with a then current version of the
                  INTERVAL Resort Directory. Such Resort Directory shall be
                  provided to the purchaser at the time of execution of a
                  purchase agreement. AFFILIATE agrees to purchase such Resort
                  Directories from INTERVAL, in minimum quantities of fifty (50)
                  directories per order, at the price prescribed by INTERVAL,
                  plus applicable postage and shipping charges and taxes. Such
                  Resort Directories shall be shipped to AFFILIATE C.O.D.,
                  unless otherwise agreed to by INTERVAL. AFFILIATE shall be
                  entitled to deduct from the membership fee payable to INTERVAL
                  pursuant to sub-paragraph (a) above the per unit cost paid by
                  AFFILIATE (excluding any applicable shipping charges and
                  taxes) for a Resort Directory.


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       3.   PRECONSTRUCTION OR RENOVATION.

            (a)   In the event the PROJECT's Units, amenities or facilities are
                  unavailable for occupancy due to construction or renovation,
                  AFFILIATE will advise each purchaser of a Vacation Interest at
                  the PROJECT, prior to enrollment with INTERVAL, that said
                  purchaser will not be entitled to utilize the INTERVAL NETWORK
                  until his/her Unit Week and the PROJECT are available for
                  occupancy as reasonably determined by INTERVAL The PROJECT
                  shall be deemed "unavailable for occupancy" until such time as
                  INTERVAL determines in its good faith judgment that the
                  PROJECT is sufficiently complete to be desirable for exchange
                  (e.g., Units complete and fully furnished, amenities available
                  for use, and remaining construction does nor interfere with
                  the use and enjoyment of completed Units, amenities and
                  facilities). An Individual Member in good standing who is
                  unable to use the exchange privilege due to construction
                  and/or renovation at the PROJECT shall be entitled to use such
                  other benefits, privileges and discounts as may be afforded to
                  Individual Members from time to time.

            (b)   In the event a portion of the PROJECT is. under construction
                  or renovation, AFFILIATE and/or ASSOCIATION agree that
                  Exchange Guests will be accommodated only in completely
                  renovated and fully furnished Units, and in Units where use
                  and enjoyment by the Exchange Guest will not be impaired by
                  the ongoing construction or renovation at the PROJECT.

            (c)   Notwithstanding the PROJECT's Units, amenities, or facilities
                  being unavailable for occupancy due to construction or
                  renovation, AFFILIATE'S obligation to enroll all purchasers
                  pursuant to Section D. Paragraph 2(a) of this Agreement shall
                  not be waived.

       4.   TERMS AND CONDITIONS.

            (a)   The terms and conditions of the INTERVAL NETWORK, including
                  but not limited to, the Terms and Conditions of Individual
                  Membership and Exchange, may be changed by INTERVAL from time
                  to time in its sole discretion.

            (b)   AFFILIATE and/or ASSOCIATION agree to comply with all
                  procedures reasonably established by INTERVAL, from time to
                  time, for the operation of the INTERVAL NETWORK.

       5.   EXCHANGE ACTIVITY.

            (a)   AFFILIATE and/or ASSOCIATION agree to honor all Confirmations
                  made by INTERVAL utilizing Unit Weeks relinquished by
                  Individual Members, as well as Unit Weeks provided by
                  AFFILIATE to INTERVAL in accordance with Section E, Paragraph
                  4 and such other Unit Weeks at the PROJECT as may be provided
                  by AFFILIATE and/or ASSOCIATION to INTERVAL from time to time.
                  If an Exchange Guest arrives at the PROJECT and the Unit
                  confirmed by INTERVAL is not available, AFFILIATE and/or
                  ASSOCIATION agree to provide at their expense substitute
                  accommodations (of the same or superior size and quality) at
                  the PROJECT, or they shall provide such substitute
                  accommodations (of the same or superior size and quality) at a
                  similar location of comparable quality with amenities and
                  facilities similar to that available at the PROJECT for the
                  same time period as that originally confirmed. Additionally,
                  AFFILIATE and/or ASSOCIATION shall be responsible for all
                  expenses incurred by the Exchange Guest or INTERVAL as a
                  result of the confirmed Unit not being available at the
                  PROJECT, including, without limitation, relocation expenses
                  and INTERVAL's standard administrative charge which is
                  currently one hundred U.S. dollars ($100.00). The provisions
                  of this Paragraph shall survive the expiration or termination
                  of this Agreement.

            (b)   In the event it is necessary for AFFILIATE or ASSOCIATION to
                  change the particular Unit into which an Exchange Guest has
                  been Confirmed, AFFILIATE and ASSOCIATION agree that the
                  replacement Unit shall be comparable or superior in all
                  respects (including, without limitation, the size of the Unit,
                  view from the Unit and amenities available in the Unit) to the
                  Unit into which INTERVAL issued the Confirmation.

            (c)   AFFILIATE agrees not to require any Exchange Guests to attend
                  a sales presentation regarding the PROJECT.

            (d)   AFFILIATE and ASSOCIATION agree not to participate in any
                  system or arrangement of exchange with any other Vacation
                  Ownership Resort during the term of this Agreement and any
                  renewals thereof

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            (e)   AFFILIATE agrees that during the term of this Agreement or any
                  renewals thereof, the INTERVAL NETWORK will be the only
                  exchange program represented to prospective purchasers of
                  Vacation Interests at the PROJECT. AFFILIATE and ASSOCIATION
                  further agree that the INTERVAL NETWORK will be the only
                  exchange program recommended or otherwise promoted to owners
                  of Vacations Interests at the PROJECT. Additionally, AFFILIATE
                  and ASSOCIATION agree that the INTERVAL NETWORK shall be
                  utilized for all exchange requests, both internal and
                  external. Notwithstanding the foregoing~ this Paragraph shall
                  not be construed to prohibit an owner of a Vacation Interest
                  at the PROJECT from utilizing an exchange program other than
                  the INTERVAL NETWORK, if such individual had been previously
                  enrolled in another exchange program prior to the PROJECT's
                  initial affiliation with INTERVAL.

E.     AFFILIATE'S PROGRAM.

       1.   PHASING AND AMENITIES.

            (a)   The PROJECT is included as a Member Resort with the mutual
                  understanding that a material condition for the PROJECT's
                  continued participation in the INTERVAL NETWORK is AFFILIATE's
                  strict adherence to the completion and availability of Units
                  and amenities as set forth in the attached Addendum.

            (b)   This Agreement encompasses all of the Units, buildings or
                  phases now or hereafter constructed where the PROJECT is
                  located or adjacent thereto. The inclusion of any additional
                  Units, buildings or phases, however, shall be subject to
                  adherence to the standards and criteria for resort membership
                  in effect at the time of inclusion.

       2.   REPRESENTATIONS AND WARRANTIES.

            (a)   AFFILIATE represents and warrants that it owns the real estate
                  and improvements constituting the PROJECT, or that AFFILIATE
                  has the contractual right to convey use tights in the PROJECT;
                  that the legal structure of the PROJECT is in compliance with
                  all applicable laws and that the marketing of the PROJECT is
                  in compliance with all applicable laws; that all monies paid
                  by an individual to purchase a Vacation Interest at the
                  PROJECT are placed in escrow or guaranteed by an independent
                  third party of standing until such time as the purchaser is
                  granted actual occupancy rights; that the legal structure of
                  the PROJECT guarantees the purchaser the undisturbed use of
                  the Units, amenities and facilities comprising the PROJECT for
                  the duration of the Vacation Interest purchased; that there
                  are no proceedings pending or threatened against or affecting
                  AFFILIATE or individuals or entities related thereto in any
                  court or before any governmental authority which involves the
                  possibility of adversely affecting the business or financial
                  condition of AFFILIATE or the PROJECT; that execution of this
                  Agreement and its performance hereunder is binding upon
                  AFFILIATE and will not conflict with or result in a breach of
                  any provision of any other agreement, charter, bylaw or other
                  instrument to which AFFILIATE or the PROJECT may be bound; and
                  that AFFILIATE has and will continue to comply with all
                  applicable laws and regulations of any jurisdiction where
                  compliance is required.

            (b)   ASSOCIATION represents and warrants that there are no
                  proceedings pending or threatened against or affecting
                  ASSOCIATION or individuals related thereto in any court or
                  before any governmental authority which involves the
                  possibility of adversely affecting the business or financial
                  condition of ASSOCIATION or the PROJECT; that execution of
                  this Agreement with INTERVAL and its performance hereunder is
                  binding upon ASSOCIATION and will not conflict with or result
                  in a breach of any provision of any other agreement, charter,
                  by-law or other instrument to which ASSOCIATION may be bound;
                  and that ASSOCIATION has and will continue to comply with all
                  applicable laws and regulations of any jurisdiction where
                  compliance is required.

            (c)   AFFILIATE and/or ASSOCIATION, as the case may be, represent
                  and warrant that they currently maintain and will continue to
                  maintain, at their sole cost and expense, a protection and
                  indemnity liability policy, including coverage for bodily
                  injury, property damage, personal and advertising injury
                  occurring on or about the PROJECT or in connection with the
                  PROJECT. Said policy shall afford minimum protection of not
                  less than One Million Dollars ($1,000,000) combined single
                  limit coverage for each occurrence. AFFILIATE and/or
                  ASSOCIATION shall cause INTERVAL and its officers, directors,
                  employees, agents and representatives to be named insureds
                  under the policy. A certificate showing such insurance in
                  force shall be delivered to INTERVAL within thirty (30) days
                  of the Effective Date of this Agreement, and upon any renewal
                  or replacement of the policy. Said certificate shall further
                  provide that not less than thirty (30) days prior written
                  notice be given to INTERVAL in the event of cancellation,
                  material change, alteration or amendment of the policy.

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            (d)   AFFILIATE agrees to provide INTERVAL with an opinion letter
                  from a licensed independent attorney coveting those items set
                  forth in Exhibit "A", attached hereto and made a part hereof,
                  upon execution of this Agreement by AFFILIATE. AFFILIATE
                  further understands and agrees that it will not be entitled to
                  represent its participation in the INTERVAL NETWORK until
                  INTERVAL has received a satisfactory opinion letter from such
                  licensed independent attorney and has notified AFFILIATE of
                  same. Failure to provide such opinion letter, or any material
                  misrepresentation of the representations and warranties set
                  forth above or any information set forth in this Agreement,
                  the Resort Membership Application or any supporting documents,
                  shall be grounds for immediate termination of this Agreement
                  by INTERVAL.

            (e)   The Parties represent and warrant that the individuals
                  executing this Agreement on behalf of INTERVAL, AFFILIATE and
                  ASSOCIATION, are officers of their respective organizations
                  and duly authorized to execute this Agreement on behalf of
                  INTERVAL, AFFILIATE or ASSOCIATION, as the case may be.

       3.   DISCLOSURE.

            (a)   AFFILIATE agrees to provide either INTERVAL's most recent
                  disclosure statement and/or the INTERVAL Resort Directory, or
                  such other publication which contains the complete and then
                  current Terms and Conditions of Individual Membership and
                  Exchange, to all prospective purchasers of Vacation Interests
                  at the PROJECT prior to their execution of any contract for
                  purchase. Notwithstanding the foregoing~ AFFILIATE shall
                  provide INTERVAL's most recent disclosure statement if
                  required by law to do so.

            (b)   AFFILIATE further agrees to conspicuously include the
                  following statement, or a statement substantially similar to
                  the following, in its sales documents:

                  "This Resort has an agreement with Interval International,
                  Inc. ("Interval") of Miami, Florida, wherein Interval has
                  agreed to provide its Exchange Program to owners of vacations
                  interests at this Resort. Interval is an independently owned
                  and operated service company. The developer! marketer of this
                  Resort is not an agent for Interval and no representations or
                  promises made by such developer/marketer, or their agents, are
                  binding on Interval. Interval's responsibility for
                  representations regarding Interval's Exchange Program, as well
                  as Interval's current or future services, is limited to those
                  made in written materials furnished by Interval."

       4.   RESERVE ACCOMMODATIONS.

            (a)   AFFILIATE agrees to make available as reserve accommodations
                  for INTERVAL's exclusive use _____ studios, ____ one-bedroom,
                  1 two-bedroom, and ____ three-bedroom Units at the PROJECT
                  each week of the year commencing within one hundred twenty
                  (120) days after INTERVAL determines that the PROJECT is
                  available for occupancy and continuing thereafter for a period
                  of two years.

            (b)   AFFILIATE shall provide INTERVAL with a schedule of the Unit
                  Weeks reserved for INTERVAL's exclusive use for the current
                  calendar year no later than thirty (30) days after the
                  Effective Date of this Agreement. Additionally, AFFILIATE
                  agrees to provide INTERVAL on a yearly basis, on or before
                  October 1 of each year, with a schedule of the Unit Weeks
                  reserved for INTERVAL's exclusive use for the following year
                  in accordance with subparagraph (a) above.

            (c)   If for any reason AFFILIATE is unable to provide the reserve
                  accommodations delineated above, AFFILIATE shall be obligated
                  to provide comparable accommodations at a location which is
                  agreed upon by INTERVAL, at AFFILIATE's sole cost and expense.

            (d)   Additionally, if for any reason INTERVAL is unable to utilize
                  the reserve accommodations set forth above due to reasons
                  attributable to AFFILIATE (e.g. incomplete affiliation file,
                  construction delays) and AFFILIATE has not provided alternate
                  accommodations satisfactory to INTERVAL as set forth in
                  subparagraph (c) above, AFFILIATE shall be obligated to
                  provide an equal number of comparable accommodations at the
                  PROJECT after elimination of the deficiency which prevented
                  INTERVAL from utilizing such reserve accommodations at such
                  dates as are reasonably specified by INTERVAL.

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       5.   MAINTENANCE OF STANDARDS.

            (a)   AFFILIATE and ASSOCIATION acknowledge the necessity for and
                  agree to establish and maintain a comprehensive program in
                  order to assure the continued high standards of service,
                  appearance, cleanliness, quality and management as evidenced
                  at the time of the PROJECT's initial acceptance by INTERVAL or
                  as reflected in the plans and supporting documents in the
                  event the PROJECT is under construction or renovation.
                  AFFILIATE and/or ASSOCIATION further agree to establish a
                  comprehensive program for the major renovations of the Units,
                  amenities, facilities, common elements and exterior of the
                  PROJECT.

            (b)   If it should be deemed necessary by INTERVAL as a result of
                  consumer complaints to inspect the PROJECT, AFFILIATE and/or
                  ASSOCIATION shall pay the actual cost of travel to the PROJECT
                  for one INTERVAL representative. AFFILIATE and/or ASSOCIATION
                  further agree to provide, without charge, suitable
                  accommodations at the PROJECT for such INTERVAL
                  representative, subject to availability.

            (c)   While INTERVAL may inspect as often as it deems necessary,
                  AFFILIATE and/or ASSOCIATION shall pay such expenses no more
                  than once in any calendar year, except in the event the
                  PROJECT is under construction or renovation, in which event
                  AFFILIATE may also be required to pay such expenses for one
                  additional inspection during such construction or renovation
                  period. AFFILIATE would only be required to pay for inspection
                  if in default.

            (d)   It shall be considered prima facie evidence of failure to
                  maintain standards if INTERVAL receives resort evaluations
                  from Exchange Guests which rate the PROJECT, Units, facilities
                  and/or amenities below an acceptable level as reasonably
                  determined by INTERVAL. AFFILIATE and/or ASSOCIATION will be
                  advised in writing of such evaluations.


       6.   SALES REPRESENTATIONS.

            (a)   AFFILIATE agrees to incorporate promotional materials
                  furnished by INTERVAL into the sales program at the PROJECT.
                  Additionally, AFFILIATE agrees to fully and accurately
                  describe the use of the INTERVAL NETWORK to all prospective
                  purchasers at the PROJECT.

            (b)   AFFILIATE acknowledges and agrees that it will not rely upon
                  the INTERVAL NETWORK as the primary motivation for its sales.
                  Individual Membership in INTERVAL shall be represented as an
                  adjunct service to purchasers of Vacation Interests at the
                  PROJECT.

            (c)   AFFILIATE further acknowledges and agrees that membership in
                  INTERVAL will not be offered as an investment interest or in
                  conjunction with the sale of a security.

            (d)   AFFILIATE further agrees that all sales and marketing relating
                  to the PROJECT shall be the responsibility of AFFILIATE.
                  AFFILIATE shall provide INTERVAL with thirty (30) days prior
                  written notice if any individual or entity other than
                  AFFILIATE is marketing the PROJECT. INTERVAL may, in the
                  exercise of its reasonable business judgment, prohibit such
                  other individual or entity from representing membership in
                  INTERVAL in conjunction with the marketing of the PROJECT.
                  Additionally, Interval reserves the right to suspend,
                  indefinitely, AFFILIATE's authority to represent the INTERVAL
                  NETWORK to prospective purchasers in the event that repeated
                  complaints arise regarding sales practices at or relating to
                  the PROJECT.

            (e)   AFFILIATE further agrees to immediately indemnify and hold
                  INTERVAL harmless against all actions, suits, demands, losses,
                  expenses, costs and fees, including attorneys' fees, of
                  whatever kind and nature incurred by INTERVAL arising out of
                  or in connection with the sale or marketing of Vacation
                  Interests at the PROJECT. The provisions of this subparagraph
                  (e) shall survive the expiration or termination of this
                  Agreement.

       7.   COLLATERAL MATERIALS.

            (a)   The Resort Membership Application, plans, renderings,
                  blueprints, models, designs, documents, addenda or other
                  exhibits submitted by, or on behalf of, AFFILIATE and/or
                  ASSOCIATION, to INTERVAL contain representations of the
                  current or future design, configuration, legal structure and
                  marketing of the PROJECT. Said representations are
                  specifically incorporated into and made a part of this
                  Agreement.

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            (b)   AFFILIATE and/or ASSOCIATION agree to immediately notify
                  INTERVAL of any change in the information set forth in the
                  Resort Membership Application, plans, renderings, blueprints,
                  models, designs, documents, addenda, or such other exhibits
                  submitted to INTERVAL with respect to the PROJECT, including,
                  without limitation, any change in the projected marketing
                  areas. INTERVAL shall have the right to terminate this
                  Agreement upon thirty (30) days prior written notice if there
                  is any material change in such information. Additionally,
                  AFFILIATE acknowledges and agrees that it shall be required to
                  submit a legal opinion from a licensed independent attorney,
                  in a form satisfactory to INTERVAL, in the event the PROJECT
                  will be marketed in areas not specifically addressed in the
                  legal opinion letter provided pursuant to Section E. Paragraph
                  2(d).

       8.   AUDIT INFORMATION.

            (a)   AFFILIATE and/or ASSOCIATION shall provide INTERVAL with the
                  names, permanent addresses and telephone numbers, the type of
                  accommodations, Unit and week number purchased, including the
                  date of sale, for all owners of Vacation Interests at the
                  PROJECT on an annual basis as of December 31 of each year or
                  as requested by INTERVAL during the term of this Agreement.
                  Such information shall be provided within twenty (20) days of
                  the above-referenced date or within twenty (20) days of
                  INTERVAL's written request for said information. AFFILIATE
                  and/or ASSOCIATION further agree to provide, within twenty
                  (20) days of INTERVAL's written request, a list of all unit
                  numbers in the PROJECT, as well as the sleeping capacity for
                  each such unit and a yearly calendar for the PROJECT and such
                  other information about the PROJECT as may be reasonably
                  requested by INTERVAL.

            (b)   AFFILIATE and/or ASSOCIATION further agree to provide INTERVAL
                  with written notice of any resale, foreclosure or
                  other-transfer of ownership of any Vacation Interest at the
                  PROJECT as soon as AFFILIATE or ASSOCIATION become aware of
                  any such resale, foreclosure, or other transfer of ownership.
                  Additionally, AFFILIATE and/or ASSOCIATION agree to provide
                  INTERVAL with prompt written notice in the event any
                  Individual Member rescinds his/her purchase of a Vacation
                  Interest at the PROJECT.

            (c)   INTERVAL shall have the right to inspect the PROJECT's sales
                  and ownership records upon reasonable notice during normal
                  business hours at the PROJECT or such other place as these
                  records may be kept.

       9.   CHARGES.

            (a)   AFFILIATE and/or ASSOCIATION agree to impose the
                  responsibility to pay any bed tax, transient occupancy tax or
                  similar tax levied by any governmental body on the owner of
                  the Unit Week at the PROJECT which is to be occupied by an
                  Exchange Guest.

            (b)   AFFILIATE and ASSOCIATION acknowledge and agree that the
                  Exchange Guest shall be responsible for all personal charges
                  (e.g., telephone calls and meals), as well as for any damage
                  to the Unit, the PROJECT and/or the PROJECT's amenities or
                  facilities caused by an Exchange Guest or his invitees.
                  Consequently, INTERVAL shall not be liable, and AFFILIATE and
                  ASSOCIATION hereby release INTERVAL from liability, for any
                  loss incurred or damage to the Unit, the PROJECT, or the
                  PROJECT's amenities or facilities which may be caused by an
                  Exchange Guest or his invitees.


            (c)   AFFILIATE and/or ASSOCIATION agree to provide all Exchange
                  Guests with the same tights and privileges as those afforded
                  to owners of Vacation Interests at the PROJECT. Additionally,
                  AFFILIATE and ASSOCIATION agree that there shall be no fees
                  charged to Exchange Guests for use of any of the amenities or
                  facilities of the PROJECT or for any services relating to the
                  use and occupancy of the Unit Week including, but not limited
                  to. surcharges for electricity or air--conditioning or fees
                  for the weekly cleaning of the Unit or for gratuities, other
                  than as specifically set forth herein or as approved in
                  writing by INTERVAL.

F.     USE OF NAME. LOGOS, SERVICE MARKS, AND MATERIALS.

       1.   USE IN PROMOTIONAL MATERIALS.

            (a)   AFFILIATE and ASSOCIATION shall have the right to indicate in
                  their promotional materials that the PROJECT is a Member
                  Resort of INTERVAL. Additionally, AFFILIATE and ASSOCIATION
                  shall be entitled to use in their promotional materials the
                  INTERVAL name and logo and such other Marks that INTERVAL has

<PAGE>

                  indicated in writing that AFFILIATE or ASSOCIATION may use.
                  INTERVAL, however, expressly prohibits the use of any material
                  describing or offering the services of INTERVAL without first
                  obtaining its prior written approval. INTERVAL expressly
                  reserves the right to prohibit the making of representations
                  or the use of material which, in the judgment of INTERVAL, do
                  not accurately reflect INTERVAL or the INTERVAL NETWORK.

            (b)   AFFILIATE and ASSOCIATION acknowledge and agree that INTERVAL
                  is the owner of the Marks. AFFILIATE and ASSOCIATION further
                  agree to observe such reasonable requirements with respect to
                  service mark and trademark registrations as INTERVAL may
                  require from time to time, including without limitation,
                  affixing an "(R)" adjacent to all such registered marks in any
                  and all uses thereof.

            (c)   Any use of the INTERVAL name and logo or any other Marks which
                  INTERVAL has authorized AFFILIATE or ASSOCIATION to use in
                  writing must fully and prominently disclose that AFFILIATE or
                  ASSOCIATION, as the case may be, is an independent
                  organization and not affiliated with INTERVAL except as
                  provided by this Agreement. AFFILIATE and ASSOCIATION further
                  acknowledge and agree that any goodwill associated with the
                  use of the INTERVAL name and logo or any other Marks shall
                  inure directly and exclusively to INTERVAL.

       2.   RESTRICTIONS ON USE.

            (a)   The rights arising under this Agreement are exclusive to the
                  PROJECT. AFFILIATE and ASSOCIATION shall not use the INTERVAL
                  name and logo or any other Mark or otherwise make any
                  reference to its participation in the INTERVAL NETWORK in
                  their promotional material in conjunction with any other
                  Vacation Ownership Resort other than that specifically
                  designated in this Agreement. AFFILIATE and ASSOCIATION
                  further agree not to use the names or photographs of other
                  Member Resorts in AFFILIATE's or ASSOCIATION's promotional
                  material without obtaining the prior written consent of
                  INTERVAL and such other resort.

            (b)   AFFILIATE and ASSOCIATION agree that they will not, directly
                  or indirectly, register or attempt to register any of the
                  Marks or any name or mark which is similar or likely to be
                  confused with the Marks.

G.     SALE, LEASE OR ASSIGNMENT.

       1.   AFFILIATE agrees to provide INTERVAL with sixty (60) days prior
            written notice of its intent to sell or lease the PROJECT (or a
            portion thereof in bulk), or to assign this Agreement to any third
            party.

       2.   Within thirty (30) days after receipt by INTERVAL of such written
            notice from AFFILIATE, INTERVAL shall have the option to either:

            (a)   Consent to the assignment of this Agreement to such third
                  party if such sale or lease is in fact consummated. Concurrent
                  with the consummation of such sale or lease, AFFILIATE shall
                  cause such third party to agree in writing, in form and
                  substance satisfactory to INTERVAL, to perform under this
                  Agreement. An executed copy of such assumption agreement shall
                  be promptly delivered to INTERVAL. Notwithstanding the
                  foregoing, the sale or lease of the PROJECT or the assignment
                  of this Agreement, and the agreement of such third party to
                  perform under the terms of this Agreement, shall not relieve
                  AFFILIATE of its obligation to perform under the terms of this
                  Agreement as it relates to any portion of the PROJECT not
                  subject to the sale, lease or assignment.

            (b)   Notify AFFILIATE of its intent to terminate this Agreement,
                  which notice of termination shall establish the date of
                  termination ninety (90) days after the date of receipt by
                  INTERVAL of AFFILIATE's original notice. If AFFILIATE shall
                  not have consummated such sale, lease or assignment by the
                  established termination date to the third party named in the
                  original notice to INTERVAL, then the termination notice sent
                  to AFFILIATE shall be null and void, and this Agreement shall
                  continue in full force and effect.

       3.   The voluntary or involuntary sale, assignment, transfer or other
            disposition of a controlling interest in AFFILIATE or the PROJECT
            (i.e., the possession, directly or indirectly, of the power to
            direct the management and sales of the PROJECT, whether through
            ownership of stock, by contract or otherwise) shall be deemed a sale
            or lease and shall be subject to the provisions set forth in
            Paragraphs 1 and 2 of this Section G.

       4.   Subject to the foregoing paragraphs of this Section G, this
            Agreement shall inure to the benefit of and be binding upon the
            Parties hereto and their respective successors and assigns.

<PAGE>

H.     COVENANTS.

       1.   AFFILIATE and ASSOCIATION agree that they will at all times refrain
            from interfering with or otherwise impairing the relationship
            between INTERVAL and its members, including, but not limited to
            Individual Members and Member Resorts.

       2.   So long as INTERVAL continues to provide exchange services to
            Individual Members, AFFILIATE and ASSOCIATION agree not to solicit,
            directly or indirectly, nor to assist any third party, directly or
            indirectly, in the solicitation of, Individual Members for
            membership or participation in any exchange program or system of
            exchange other than the INTERVAL NETWORK Notwithstanding the
            foregoing, this paragraph shall not be construed to allow AFFILIATE
            or ASSOCIATION to solicit Individual Members or to assist in the
            solicitation of Individual Members for membership or participation
            in any other exchange program or system of exchange in the event
            INTERVAL is required to suspend exchange privileges due to
            AFFILIATE's or ASSOCIATION's failure to comply with the provisions
            of Section D, Paragraph 5(a) of this Agreement.

       3.   AFFILIATE and ASSOCIATION agree that during the term of this
            Agreement and for a period of one (1) year after this Agreement
            expires or is terminated for any reason, neither AFFILIATE nor
            ASSOCIATION shall, directly or indirectly, without INTERVAL's prior
            written consent, hire, employ or pay any person who was employed or
            paid by INTERVAL during the term of this Agreement; or directly or
            indirectly induce any such person to terminate or alter his/her
            relationship with INTERVAL.

       4.   The provisions of this Section H shall survive the expiration or
            termination of this Agreement.


I.     SUSPENSION AND TERMINATION.

       1.   SUSPENSION.

            (a)   In the event that AFFILIATE and/or ASSOCIATION is in violation
                  of any provision of this Agreement, INTERVAL shall have the
                  right, without prejudice to its right to terminate this
                  Agreement, to:

                  (1)   immediately suspend processing of new memberships,
                        Individual Membership renewals, the use of the INTERVAL
                        NETWORK by Individual Members, and the right of
                        AFFILIATE to represent the INTERVAL NETWORK to
                        prospective purchasers of Vacation Interests at the
                        PROJECT; and/or

                  (2)   impose such other conditions as INTERVAL deems
                        reasonably necessary.

            (b)   If INTERVAL determines, in the exercise of its reasonable
                  business judgment, that the continued operation of AFFILIATE,
                  ASSOCIATION and/or the PROJECT are in jeopardy, INTERVAL shall
                  have the right to suspend further performance under this
                  Agreement until such time as INTERVAL receives satisfactory
                  written assurances that the continued operation of the
                  PROJECT, AFFILIATE or ASSOCIATION is not in jeopardy.

            (c)   If bankruptcy proceedings are filed by or against a Party,
                  then AFFILIATE and/or ASSOCIATION (in the case bankruptcy
                  proceedings are filed by or against INTERVAL) or INTERVAL (in
                  the case bankruptcy proceedings are filed by or against
                  AFFILIATE or ASSOCIATION) may suspend all further performance
                  of this Agreement until such bankrupt Party assumes or rejects
                  this Agreement and adequate assurance of future performance by
                  the bankrupt Party is provided to the non-bankrupt Parry. Any
                  such suspension of further performance by the non-bankrupt
                  Party pending the bankrupt Party's assumption or rejection
                  will not be a breach of this Agreement and will not affect the
                  non-bankrupt Party's rights to pursue or enforce any of its
                  tights under this Agreement or otherwise.

            (d)   Notwithstanding the foregoing, in the event AFFILIATE and the
                  PROJECT regain active status with INTERVAL, AFFILIATE shall be
                  obligated to enroll all individuals, who purchased Vacation
                  Interests at the PROJECT while AFFILIATE was in a suspended
                  status, as Individual Members of INTERVAL.

<PAGE>

       2.   TERMINATION.

            (a)   This Agreement may be terminated immediately upon notice in
                  writing by INTERVAL if:

                  (1)   AFFILIATE and/or ASSOCIATION shall become insolvent; or

                  (2)   AFFILIATE and/or ASSOCIATION shall make an assignment
                        for the benefit of creditors.

            (b)   This Agreement may be terminated immediately upon notice in
                  writing by AFFILIATE and/or ASSOCIATION if:

                 (1)   INTERVAL shall become insolvent; or

                 (2)   INTERVAL shall make an assignment for the benefit of
                       creditors.

            (c)   In the event that AFFILIATE and/or ASSOCIATION defaults in the
                  performance of any of the provisions of this Agreement and
                  fails to rectify such default within thirty (30) days after
                  receipt of written notice specifying such default, or such
                  additional period of time as is reasonably required to correct
                  such default, this Agreement may be terminated by INTERVAL
                  upon written notice to AFFILIATE and ASSOCIATION.

            (d)   In the event that INTERVAL defaults in the performance of any
                  of the provisions of this Agreement and fails to rectify such
                  default within thirty (30) days after receipt of written
                  notice specifying such default, or such additional period of
                  time as is reasonably required to correct such default, this
                  Agreement may be terminated by AFFILIATE and/or ASSOCIATION
                  upon written notice to INTERVAL.

            (e)   INTERVAL shall have the right to terminate this Agreement upon
                  thirty (30) days prior written notice to AFFILIATE and
                  ASSOCIATION, in the event that less than one hundred
                  twenty-five (125) Individual Members are enrolled within one
                  year of the Effective Date of this Agreement, or less than two
                  hundred fifty (250) Individual Members are enrolled within two
                  years of the Effective Date of this Agreement.

            (f)   INTERVAL shall have the right to terminate this Agreement as
                  it relates to AFFILIATE, without being obligated to terminate
                  this Agreement as it relates to ASSOCIATION. ASSOCIATION
                  hereby acknowledges and agrees that it will continue to be
                  bound by the terms of this Agreement in such event.

       3.   EFFECT OF TERMINATION.

            (a)   In the event that this Agreement is terminated due to
                  AFFILIATE's and/or ASSOCIATION's failure to maintain the
                  standards of INTERVAL in accordance with Section E, Paragraph
                  5 hereof, which failure in INTERVAL's judgment will impair the
                  desirability or availability of the PROJECT to Exchange
                  Guests, INTERVAL may suspend the exchange privileges of
                  Individual Members but shall not be responsible for the
                  reimbursement of any Individual Membership fees previously
                  paid to INTERVAL.

            (b)   In the event this Agreement is terminated for any cause which
                  in INTERVAL's judgment will not impair the desirability or
                  availability of the PROJECT, INTERVAL may continue to provide
                  its exchange services to Individual Members until the
                  expiration of the current year of each such membership. All
                  such Individual Members in good standing shall be entitled to
                  full benefits of Individual Membership during that year. At
                  the expiration of said year, INTERVAL shall have the option of
                  whether to allow renewals of said Individual Memberships.

            (c)   AFFILIATE, ASSOCIATION and INTERVAL agree to continue honoring
                  all Confirmations into the PROJECT made prior to termination
                  of this Agreement, as well as all Confirmations issued to
                  Individual Members prior to termination. Additionally,
                  AFFILIATE and ASSOCIATION agree to honor all Confirmations
                  into the PROJECT (even though such Confirmations are issued
                  after termination of this Agreement) in accordance with
                  Section D, Paragraph 5(a) for so long as Individual Members
                  elect to renew their membership with INTERVAL and INTERVAL
                  continues to provide exchange services to same.

            (d)   AFFILIATE and ASSOCIATION expressly waive any claim or demand
                  they may have for refund of any affiliation fee or Individual
                  Membership fees paid to INTERVAL prior to termination.

<PAGE>

            (e)   Upon termination or expiration of this Agreement, AFFILIATE
                  and/or ASSOCIATION shall immediately discontinue: (1)
                  representing the INTERVAL NETWORK to purchasers; (2) utilizing
                  all INTERVAL materials and equipment and shall return same to
                  INTERVAL within thirty (30) days thereafter; and (3) utilizing
                  all advertising materials which contain the INTERVAL name,
                  logos or any other Marks or which otherwise associate the
                  PROJECT with INTERVAL.

            (f)   The provisions of this Paragraph 3 shall survive the
                  expiration or termination of this Agreement and shall continue
                  to govern the relationship among the Parties.

J.     REMEDIES.

       1.   A Party shall be entitled to damages which it has incurred and
            injunctive or other equitable relief for any violation by any other
            Party of the provisions of this Agreement In no event, however,
            shall INTERVAL be liable to AFFILIATE or ASSOCIATION for incidental,
            special or consequential damages. In addition, the prevailing Party
            may recover all costs, including reasonable attorneys' fees,
            incurred in such action or any appeal thereto or in otherwise
            obtaining compliance with the terms of this Agreement, whether or
            not such matter proceeds to the filing of a complaint. The Parties
            further agree that the time of entitlement as to such fees and costs
            shall be the point at which breach or default by the other occurs.
            The provisions of this Paragraph shall survive the expiration or
            termination of this Agreement, and nothing herein shall be construed
            to restrict the right to institute proceedings at law or equity to
            obtain injunctive or other relief on account of any default
            hereunder, whether or not a Party has exercised its rights to
            terminate this Agreement.

       2.   The remedies set forth in this Agreement are not exclusive, and the
            election of one remedy shall not prohibit the pursuit of other
            available remedies.

K.     INDEMNIFICATION.

       1.   INTERVAL agrees that it will protect, save, keep harmless and
            indemnify AFFILIATE and/or ASSOCIATION, as the case may be, against
            and from any and all claims, demands, judgments, damages, suits,
            losses, penalties, expenses, costs and liabilities of any kind or
            nature whatsoever, including, but not limited to, reasonable
            attorneys' fees, arising directly, or indirectly, out of a breach of
            this Agreement by INTERVAL, its affiliates, officers, directors,
            employees, agents and representatives, or the failure of INTERVAL to
            provide its exchange program to Individual Members in accordance
            with its published terms and conditions. Notwithstanding the
            foregoing, AFFILIATE and ASSOCIATION each acknowledge and agree that
            INTERVAL's total liability pursuant to this Paragraph shall be
            limited to the fees paid to INTERVAL by AFFILIATE and/or ASSOCIATION
            pursuant to this Agreement.

       2.   AFFILIATE agrees that it will protect, save, keep harmless and
            indemnify INTERVAL against and from any and all claims, demands,
            judgments, damages, suits, losses, penalties, expenses, costs and
            liabilities of any kind or nature whatsoever, including, but not
            limited to, reasonable attorneys' fees, arising directly, or
            indirectly, out of or in connection with (a) a breach of this
            Agreement by AFFILIATE, or its officers, directors, representatives,
            agents, brokers, salespersons, associates or employees; (b) the
            negligence or intentional misconduct of AFFILIATE, or its officers,
            directors, representatives, agents, brokers, salespersons,
            associates or employees; or (c) the operation/management of the
            PROJECT, including, but not limited to, any claims made against
            INTERVAL for personal or bodily injury occurring at the PROJECT.

       3.   ASSOCIATION agrees that it will protect, save, keep harmless and
            indemnify INTERVAL against and from any and all claims, demands,
            judgments, damages, suits, losses, penalties, expenses, costs and
            liabilities of any kind or nature whatsoever, including, but not
            limited to, reasonable attorneys' fees, arising directly, or
            indirectly, our of or in connection with: (a) a breach of this
            Agreement by ASSOCIATION, its officers, directors, representatives,
            agents, brokers, salespersons, associates or employees; (b) the
            negligence or intentional misconduct of ASSOCIATION, its officers,
            directors, representatives, agents, brokers, salespersons,
            associates or employees; or (c) the operation/management of the
            PROJECT, including, but not limited to, any claims made against
            INTERVAL for personal or bodily injury occurring at the PROJECT.

       4.   The provisions of this Section K shall survive the expiration or
            termination of this Agreement.


<PAGE>


L. WAIVER.

     The failure of a Party to exercise any power given it hereunder or to
insist upon strict compliance with the terms of this Agreement shall not
constitute a waiver of that Party's right to demand exact compliance with the
terms hereof. Waiver by a Party of any particular default by the other shall not
affect or impair its rights with respect to any subsequent defaults of the same
or of a different kind; nor shall any delay or omission by a Party to exercise
any rights arising from any default affect or impair its right as to such
default or any future default. Further, no custom or course of dealings of the
Parties at variance with the terms hereof shall constitute a waiver of that
Party's right to demand later compliance.

M. MISCELLANEOUS.

       1.   All notices provided for by this Agreement shall be deemed given if
            in writing and delivered by hand, air express, or by registered or
            certified mail, return receipt requested, to the addresses set forth
            on page one of this Agreement or to such other address as may be
            specified in accordance with this procedure.

       2.   Time shall be of the essence as to all provisions of this Agreement.

       3.   Should any part of this Agreement be declared invalid or
            unenforceable for any reason, it shall be adjusted rather than
            voided, if possible, to achieve the intent of the Patties. Any
            invalidity resulting from the length of a period of time shall be
            considered reduced to a period of time which would cure such
            invalidity. In any event, the invalidity of any provision of this
            Agreement, shall not affect any other provision of this Agreement
            which shall be deemed valid and enforceable to the greatest extent
            possible.

       4.   This Agreement shall be construed under the laws of the State of
            Florida. The Parties acknowledge and agree that the Courts of Dade
            County, Florida have proper and exclusive jurisdiction over the
            Parties and the subject matter hereof, unless INTERVAL determines in
            its sole discretion that the action should be brought in the
            jurisdiction in which AFFILIATE, ASSOCIATION or the PROJECT is
            located.

       5.   This Agreement is exclusively between and for the benefit of
            INTERVAL, AFFILIATE, and ASSOCIATION. Nothing herein shall be
            construed to make any purchaser, Exchange Guest, Individual Member
            or other individuals or entities, third party beneficiaries to this
            Agreement.

       6.   All Parties acknowledge and agree that nothing contained in this
            Agreement shall be construed to create a joint venture, partnership,
            franchise or agency and no Party shall have the power or authority
            to bind or obligate any other Party.

       7.   The headings and captions in this Agreement are for convenience only
            and shall not be referred to in the interpretation of this
            Agreement.

       8.   This Agreement may be executed in counterparts, each of which shall
            be deemed an original but all of which taken together shall
            constitute one and the same Agreement.

       9.   If more than one person or entity constitutes AFFILIATE hereunder,
            such persons or entities shall be jointly and severally liable for
            each and every obligation of AFFILIATE under this Agreement. Further
            the failure of an entity to execute this Agreement on behalf of
            ASSOCIATION shall have no effect upon AFFILIATE's obligations
            pursuant to this Agreement.

       10.  This Agreement shall be construed without regard to any presumption
            or other rule requiring construction against the Party causing this
            Agreement to be drafted.

       11.  In the event of doubt or discrepancy between the English text of
            this Agreement and the text of this Agreement in other languages,
            the English text shall prevail. AFFILIATE and ASSOCIATION, by
            signing below, hereby acknowledge receipt of a copy of this
            Agreement in the English language.

       12.  This Agreement contains the entire agreement of the Parties, with
            respect to the subject matter hereof, and supersedes any oral or
            written representation, inducement or promise not contained herein
            and may not be modified, except in writing signed by the Party
            against whom enforcement is sought.

<PAGE>

IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals.

AFFILIATE:


By: /s/ BRUCE HAGEDORN                       Attest:
    ------------------------------------             ---------------------------
            Authorized Officer

Bruce Hagedorn, President
----------------------------------------
              Name and Title

----------------------------------------
                  Date


ASSOCIATION:

By:                                          Attest:
    ------------------------------------             ---------------------------
            Authorized Officer

----------------------------------------
              Name and Title

----------------------------------------
                  Date


Accepted in Miami, Florida this 3 day of October, 1997:

INTERVAL INTERNATIONAL, INC.

By: /s/ CRAIG M. NASH
    ------------------------------------
                  Authorized Officer
    Craig M. Nash

   President & Chief Executive Officer
----------------------------------------
              Name and Title


<PAGE>

                 FIRST ADDENDUM TO RESORT AFFILIATION AGREEMENT

THIS FIRST ADDENDUM TO RESORT AFFILIATION AGREEMENT (this "First Addendum") is
attached to and made a part of that certain Resort Affiliation Agreement with an
effective date of October 3, 1997 (the "Agreement") by and between INTERVAL
INTERNATIONAL, INC., a Florida corporation ("Interval"); and BEARTOWN
DEVELOPMENT, INC., a Pennsylvania corporation ("Affiliate"), for the vacation
ownership resort program known as Oak 'n Spruce Resort (the "Project"). Interval
and Affiliate are sometimes jointly referred to as the "Parties".

The Parties to the Agreement mutually agree as follows:

1.         Each of the Parties acknowledges that SILVERLEAF RESORTS, INC., a
           Texas corporation, is the successor developer for the Project and the
           successor in interest with respect to contracts related to the
           Project, in particular, the Agreement. Each of the Parties
           acknowledges and agrees, therefore, that each reference to Affiliate
           in the Agreement and in each and every addenda thereto and in the
           Resort Membership Application in connection with the Project
           (collectively, the "Affiliation Agreements") shall hereafter be a
           reference to the development entity SILVERLEAF RESORTS, INC.

2.         Where there is a conflict between the terms and conditions of this
           First Addendum and the terms and conditions of the Affiliation
           Agreements, the terms and conditions of this First Addendum control.
           All other terms and conditions and definitions of the Affiliation
           Agreements shall be applied to and made part of this First Addendum.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals.
SILVERLEAF RESORTS, INC.

By: /s/ ROBERT LEVY                          Attest:  /s/ DANA BOOTH
   --------------------------------------             --------------------------
Print Name: Robert Levy
            -----------------------------
Title: VP Resort Oper.
       ----------------------------------
Date: 9-15-98
      -----------------------------------


<PAGE>


INTERVAL INTERNATIONAL, INC.:

Accepted in Miami, Florida this 6 day of October, 1998.

By: /s/ JEANETTE E. MARBERT
    -----------------------------------
Print Name: Jeanette E. Marbert
            ---------------------------
Title: Executive Vice President
       --------------------------------


<PAGE>


                    ADDENDUM TO RESORT AFFILIATION AGREEMENT

           THIS ADDENDUM (this "Addendum") is attached to and made a part of the
Resort Affiliation Agreement (the "Agreement") with an effective date of October
3, 1997 by and between INTERVAL INTERNATIONAL, INC., a Florida corporation
("INTERVAL"), and SILVERLEAF RESORTS, INC., a Texas corporation ("AFFILIATE"),
for the resort vacation ownership program known as Oak 'n Spruce (the
"PROJECT'). INTERVAL and AFFILIATE are sometimes referred to as the "Parties".

           NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties agree
as follows:

1.         Except as expressly indicated to the contrary herein, all capitalized
           terms used herein shall have the same meanings ascribed to them in
           the Agreement.

2.         AFFILIATE may purchase from INTERVAL short notice certificates (the
           "Certificates"), at a price of twenty dollars ($20.00) per
           Certificate, subject to and in accordance with the following terms
           and conditions:

           (a)    Each Certificate shall entitle the recipient to submit a short
                  notice exchange request (30 days or less in advance of the
                  desired travel dates) through the INTERVAL NETWORK under the
                  conditions set forth herein.

           (b)    A Certificate may only be given to an owner of a Vacation
                  Interest at the PROJECT. AFFILIATE may provide only one such
                  Certificate per Vacation Interest sold to each owner.

           (c)    Upon delivering a Certificate to an Individual Member,
                  AFFILIATE shall fill in the Member Name and Membership Number,
                  as appropriate, and issue the Certificate to such Individual
                  Member.

           (d)    Certificates may only be utilized if the owner has an active
                  Individual Membership at time of redemption and through the
                  actual travel dates.

           (e)    Each Certificate shall bear an expiration date of one year
                  from the date of issuance.

           (f)    The Individual Member must travel prior to the stated
                  expiration date of the respective Certificate.

           (g)    All Terms and Conditions of Individual Membership and Exchange
                  which are in existence as of the date of redemption of each
                  certificate shall apply, except that there will be no
                  requirement for an Individual Member to relinquish a week.

           (h)    Individual Members will be required to pay a redemption fee of
                  one hundred forty-nine and no/100 United States Dollars
                  ($149.00 US), plus tax, if applicable, in order to redeem a
                  Certificate. INTERVAL shall have the right to increase the
                  redemption fee for Certificates which have not yet been
                  ordered by AFFILIATE upon prior notice to AFFILIATE.

           (i)    INTERVAL shall not be required to compensate AFFILIATE in the
                  event any Certificates are not delivered by AFFILIATE to the
                  owners or redeemed prior to expiration.

<PAGE>

           (j)    Certificates may not be sold or exchanged for cash, barter or
                  other consideration.

           (k)    Certificates may be redeemed only by the individual named on
                  the Certificate. Guest Certificates may not be purchased in
                  conjunction with the redemption of a Certificate.

           (l)    Certificates may not be redeemed for accommodations at the
                  PROJECT.

           (m)    Each Certificate will contain a "grid" setting forth
                  anticipated available vacation destinations by season, which
                  grid will be revised from time to time by INTERVAL based upon
                  then-anticipated availabilities High demand areas such as
                  Hawaii, Southern California and ski destinations and peak
                  travel times such as Holiday, summer (June, July and August),
                  school vacation and other popular vacation periods, are not
                  likely to be included on said "grid".

           (n)    Certificates may be redeemed only for travel to destinations
                  appearing in the grid. The use of the Certificates is subject
                  to space availability, and INTERVAL cannot guarantee the
                  fulfillment of a specific request.

           (o)    All Certificates may be ordered for an initial period of
                  twelve (12) months from the effective date of this Addendum.
                  Thereafter, AFFILIATE may continue to order Certificates for
                  additional periods of twelve (12) months unless INTERVAL gives
                  AFFILIATE written notice, at least thirty (30) days prior to
                  the expiration of the initial period of this Addendum or of
                  any subsequent renewal period, of its intent not to continue
                  to make Certificates available to AFFILIATE. Orders for
                  Certificates may not be made more than once a month and each
                  such order shall be for at least twenty (20) Certificates. The
                  total number of Certificates which AFFILIATE may order during
                  a twelve month period shall be limited to the total number of
                  new Individual Members enrolled by AFFILIATE during such
                  twelve month period. Notwithstanding the forgoing or anything
                  to the contrary set forth herein, INTERVAL shall have the
                  right after the expiration of the first twelve (12) months
                  from the effective date of this Addendum and upon not less
                  than six (6) months prior written notice to AFFILIATE, to
                  discontinue AFFILIATE's right to receive Certificates in the
                  event that INTERVAL determines, in the exercise of its
                  reasonable business judgment, that issuance of the
                  Certificates will adversely affect the INTERVAL NETWORK,
                  including INTERVAL's ability to fulfill exchange requests
                  placed by INTERVAL's individual members.

           (p)    INTERVAL reserves the right to increase the price at which
                  AFFILIATE may purchase the Certificates after the first six
                  months following the effective date of this Addendum.

3.         Where there is a conflict between the terms and conditions of this
           Addendum and the terms and conditions of the Agreement, the terms and
           conditions of this Addendum control. All other terms and conditions
           and definitions of the Agreement shall be applied to and made a part
           of this Addendum.

<PAGE>

IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals.

SILVERLEAF RESORTS, INC.

By: /s/ ROBERT LEVY
    -----------------------------------------------
Name and Title: Robert Levy, V.P. Resort Operations
                -----------------------------------
Date: 9-15-98
      ---------------------------------------------


Accepted in Miami, Florida, this 6 day of October, 1998.

INTERVAL INTERNATIONAL, INC.

By: /s/ JEANETTE E. MARBERT
    ----------------------------------
Print Name: Jeanette E. Marbert
            --------------------------
Title: Executive Vice President
       -------------------------------