<PAGE>   1
                                                                   EXHIBIT 10.14



                              EMPLOYMENT AGREEMENT


               THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of
December 16, 1998, between Sunterra Corporation, a Maryland corporation (the
"Company"), and Richard Goodman (the "Executive").

1.      Employment. The Company hereby agrees to employ the Executive, and the
        Executive hereby agrees to be employed by the Company, on the terms and
        conditions set forth herein, subject to the approval of and ratification
        by the Company's Board of Directors as soon as practicable.

2.      Term. The employment of the Executive by the Company as provided in
        Section 1 will commence on the first day of Executive's employment with
        the Company, which shall occur on or before December 31, 1998 (the
        "Effective Date") and will terminate at 12:01 a.m. on the second
        anniversary of the Effective Date (the "Expiration Date") unless
        automatically extended or sooner terminated as hereinafter provided
        (such period, the "Employment Period"). Unless terminated by the
        Executive or the Company prior to October 1, 2000, this Agreement shall
        automatically renew on the terms set forth herein for a second two-year
        period. If so renewed, no later than June 1, 2002, the Company shall
        notify the Executive with written notice as to whether the Company
        intends to further renew or extend the Agreement (including proposals
        for such further renewal which the Executive may accept, reject or
        negotiate, at his discretion). Between the date of this Agreement and
        the Effective Date, Executive shall act as a consultant to the Company
        on various matters as needed by the Company, in an amount of time not to
        exceed ten (10) hours per week.

3.      Position, Duties and Responsibilities.

        a.      Position. The Executive hereby agrees to serve as Executive Vice
                President and Chief Financial Officer of the Company and shall
                report directly to the Chief Executive Officer. The Executive
                shall devote his best efforts and substantially full business
                time and attention to the performance of services to the Company
                in his capacity as an officer thereof and as may reasonably be
                requested by the Chief Executive Officer or the Board. The
                Company shall retain full direction and control of the means and
                methods by which the Executive performs the above services. In
                no order of priority, the following are the responsibilities and
                duties that the Executive shall have:

                1. To work closely with the Company's executive level
                senior-most officers to structure strategic initiatives,
                including acquisitions, and to analyze the financial impact of
                such initiatives; and to participate actively in the
                negotiations thereof and oversee the completion of such
                initiatives.




                                       1
<PAGE>   2


                2. To maintain a current understanding of the Company's progress
                in achieving stated financial goals and objectives (i.e.,
                internal and Wall Street estimates) relative to applicable
                Company projections and budgets prepared by others.

                3. To serve as the primary point of contact for investor
                relations and investment banking, research and analyst
                communications; to participate in investor and analyst meetings
                and conferences; to coordinate press releases, quarterly and
                annual filings; and to coordinate the design and preparation of
                the Company's annual shareholders' report; and to be involved in
                such other similar matters with the assistance of Company
                counsel.

                4. To analyze and structure the Company's capital base,
                including, without limitation, coordinating and implementing
                equity and debt initiatives such as follow-on offerings, lines
                of credit and securitization programs; and, generally, to manage
                the Company's commercial banking relationships and lines of
                credit.

                5. To develop and oversee cash management policies.

                6. To oversee the Company's policies and procedures respecting
                employee purchases and sales of the Company's stock and the
                exercise of its stock options.

                7. To oversee the Company's treasury function, with the
                assistance of appropriate personnel.

                8. To oversee the Company's insurance and risk management
                program, with the assistance of appropriate personnel.

                9. To oversee the Company's internal accounting, administration,
                and financial reporting and control functions, including
                systems, SEC financial reporting, internal audits, corporate
                budgeting, tax planning, and risk management functions.

                10. To oversee the information technology and human resource
                functions of the company.

                11. To carry out such other customary duties and
                responsibilities of an executive vice president and chief
                financial officer of a public company.

        b.      Place of Employment. During the term of this Agreement, the
                Executive shall perform the services required by this Agreement
                at the Company's place of business in Orlando, Florida,
                provided, however, that the Company will require the Executive
                to travel extensively to other locations on the Company's
                business.




                                       2
<PAGE>   3

        c.      Other Activities. Except with the prior written approval of the
                Board (which the Board may grant or withhold in its sole and
                absolute discretion), the Executive, during the Employment
                Period, will not (i) accept any other employment, (ii) serve on
                the board of directors or similar body of any other business
                entity (except as otherwise set forth below), or (iii) engage,
                directly or indirectly, in any other business activity (whether
                or not pursued for pecuniary advantage) that is or may be
                competitive with, or that might place him in a competing
                position to, that of the Company or any of its affiliates.
                Notwithstanding the foregoing, the Company agrees that the
                Executive (or affiliates of the Executive) shall be permitted
                (i) to undertake the activities set forth in Section 8 and (ii)
                to make any other passive personal investment that is not in a
                business activity that is directly or indirectly competitive
                with the Company.

4.      Compensation and Related Matters.

        a.      Salary. During the Employment Period, the Company shall pay the
                Executive a salary of not less than $300,000 during the first
                full year and at such salary as determined by the Compensation
                Committee of the Board during the second and subsequent years of
                the Executive's employment with the Company (the "Base Salary").
                All salary is to be paid consistent with the standard payroll
                practices of the Company (e.g., timing of payments and standard
                employee deductions, such as income tax withholdings, social
                security, etc.). The Executive's performance and salary shall be
                subject to review at the end of each fiscal year and increase
                consistent with the standard practices of the Company.

        b.      Business Expenses. The Company shall reimburse the Executive in
                connection with the conduct of the Company's business upon
                presentation of sufficient evidence of such expenditures
                consistent with the Company's policies as in place from time to
                time, including the reimbursement of reasonable and necessary
                expenses incurred by the Executive in connection with the
                conduct of the Company's business in traveling to and from his
                residence(s) and the venues where the Company conducts business.

        c.      Other Benefits. The Executive shall be entitled to participate
                in or receive health, welfare, life insurance, long-term
                disability insurance, bonus plan and similar benefits as the
                Company provides generally from time to time to its executives.
                The Company acknowledges that within a reasonable time following
                the execution of this Agreement, it will execute an option
                agreement substantially in the form attached as Exhibit "A"
                hereto (the "Option Agreement") and will grant the Executive the
                benefits under the equity participation plan in the form
                attached as Exhibit "B" hereto (the "Option Plan"). Except as
                otherwise set forth in this Section 4 and except with respect to
                the Company's obligations under this Agreement with respect to
                the Option Agreement and the Option Plan, nothing herein is
                intended, or shall be construed to require the Company to
                institute or continue any, or any particular, plan or benefits.
                The Executive shall have the




                                       3
<PAGE>   4


                right to participate at Company expense in industry related
                trade groups, conventions, etc. in furtherance of enhancing the
                Executive's visibility on Wall Street and leadership of the time
                share and resort industry.

        d.      Merit Bonus. The Compensation Committee of the Board shall
                establish, monitor, and oversee an incentive bonus program for
                the Executive which will provide for a target cash bonus to the
                Executive of sixty percent (60%) of the Executive's then fiscal
                year Base Salary if certain performance objectives established
                by the CEO and Compensation Committee for the Executive are
                achieved during the applicable fiscal year (the "Merit Bonus").
                The Executive shall have the opportunity to be considered for
                additional performance-based bonus compensation at the sole and
                absolute discretion of the Board; however, the Company makes no
                commitment to the Executive that any other performance-based
                bonus compensation will be paid to the Executive.

        e.      Fringe Benefits. The Executive will be entitled to fringe
                benefits as may be determined or granted from time-to-time by
                the Board.

        f.      Vacation. The Executive shall be entitled to four vacation weeks
                (20 days) in each calendar year on a pro-rated basis in
                accordance with the Company's vacation policy. The Executive
                will be entitled to all Company holidays.

        g.      Performance Reviews. At the end of each fiscal year commencing
                in the 1999 fiscal year of the Company, the CEO will review the
                Executive's job performance and will provide the Executive a
                written review of the Executive's job performance during such
                fiscal year and implement any Board determined revisions to the
                Executive's Base Salary, the Executive's Merit Bonus, the
                Executive's prospective incentive compensation package
                (including the Executive's participation in the Option Plan),
                the Executive's title and/or the Executive's responsibility at
                the Company; provided, however, that the provisions set forth in
                this Agreement with respect to the Executive's compensation, the
                Option Agreement and the general terms and conditions of the
                Executive's employment at the Company cannot be modified by the
                Board in a manner which would result in less favorable or
                beneficial terms or conditions being imposed on the Executive
                than those provided for in the applicable provisions of this
                Agreement without the Executive's full concurrence and consent.

        h.      Moving Expenses. The Company agrees to reimburse the Executive
                for his reasonable and necessary moving expenses incurred in
                moving his personal, family and household belongings from
                Irvine, California to the Orlando, Florida area. Such
                reimbursements will include reasonable and necessary expenses
                incurred by the Executive and his spouse to identify a new
                residence and the travel and lodging expenses incurred in
                connection therewith through July 31, 1999. Moreover, the
                Company will reimburse the Executive and his spouse for all
                travel and living expenses incurred by them in Orlando, Florida
                for the seven



                                       4
<PAGE>   5


                month period following the Effective Date. Such reimbursement
                will include the normal and customary closing costs incurred by
                the Executive in purchasing a new residence. The Company will
                provide to the Executive a gross up for non deductible moving
                expenses. The Company will reimburse the Executive up to 6% for
                brokerage costs incurred in selling his current residence. Also,
                the Company will pay to the Executive $25,000 as a relocation
                allowance.

5.      Termination. The Executive's employment hereunder shall be, or may be,
        as the case may be, terminated under the following circumstances:

        a.      Death. The Executive's employment hereunder shall terminate upon
                his death.

        b.      Disability. The Executive's employment hereunder shall terminate
                on the Executive's physical or mental disability or infirmity
                which, in the opinion of a competent physician selected by the
                Board, renders the Executive unable to perform his duties under
                this Agreement for more than 120 days during any 180-day period.

        c.      Cause. The Company may terminate the Executive's employment
                hereunder for "Cause." Cause shall mean (i) Employee's material
                breach of any of the terms of this Agreement, (ii) his
                conviction of a crime involving moral turpitude or constituting
                a felony under the laws of any state, the District of Columbia
                or of the United States, or (iii) his gross negligence, willful
                misconduct or fraud in the performance of his duties hereunder.

        d.      Employment-At-Will/Termination for Any Reason. Notwithstanding
                the term of this Agreement having a duration of two years and
                Sections 2 and 4 hereof referring to extensions of this
                Agreement and the annual salary to be paid to the Executive
                during each year of his employment with the Company, nothing in
                this Agreement should be construed as to confer any right of the
                Executive to be employed by the Company for a fixed or definite
                term. Subject to Section 6 hereof, the Executive hereby agrees
                that the Company may dismiss him under this Section 5(d) without
                regard (i) to any general or specific policies (whether written
                or oral) of the Company relating to the employment or
                termination of its employees, or (ii) to any statements made to
                the Executive, whether made orally or contained in any document,
                pertaining to the Executive's relationship with the Company.
                Notwithstanding anything to the contrary contained herein,
                including Sections 2 and 4, the Executive's employment with the
                Company is not for any specified term, is at will and may be
                terminated by the Company at any time by delivery of a notice of
                termination to the Executive, for any reason, with or without
                cause, without liability except with respect to the payments
                provided for by Section 6.

        e.      Voluntary Resignation. The Executive may voluntarily resign his
                position and terminate his employment with the Company at any
                time by delivery of a written



                                       5
<PAGE>   6


                notice of resignation to the Company (the "Notice of
                Resignation"). The Notice of Resignation shall set forth the
                date such resignation shall become effective (the "Date of
                Resignation"), which date shall, in any event, be at least ten
                (10) days and no more than thirty (30) days from the date the
                Notice of Resignation is delivered to the Company. At its
                option, the Company may reduce such notice period to any length,
                upon thirty (30) days written notice to the Executive.

        f.      Notice. Any termination of the Executive's employment by the
                Company shall be communicated by written Notice of Termination
                to the Executive. For purposes of this Agreement, a "Notice of
                Termination" shall mean a notice that shall indicate the
                specific termination provision in this Agreement relied upon and
                shall set forth in reasonable detail the facts and circumstances
                claimed to provide a basis for termination of the Executive's
                employment under the provision so indicated.

        g.      "Date of Termination" shall mean (i) if the Executive's
                employment is terminated by his death, the date of his death,
                (ii) if the Executive's employment is terminated by reason of
                his disability, the date of the opinion of the physician
                referred to in Section 5(b), above, (iii) if the Executive's
                employment is terminated by the Company for Cause pursuant to
                subsection 5(c) above, or without Cause by the Company pursuant
                to subsection 5(d) above, the date specified in the Notice of
                Termination and (iv) if the Executive voluntarily resigns
                pursuant to subsection 5(e) above, the date of the Notice of
                Resignation.

        h.      Termination Obligations.

                i.      The Executive hereby acknowledges and agrees that all
                        personal property and equipment furnished to or prepared
                        by the Executive in the course of or incident to his
                        employment, belongs to the Company and shall be promptly
                        returned to the Company upon termination of the
                        Employment Period. "Personal property" includes, without
                        limitation, all books, manuals, records, reports, notes,
                        contracts, lists, blueprints, and other documents, or
                        materials, or copies thereof (including computer files),
                        and all other proprietary information relating to the
                        business of the Company. Following termination, the
                        Executive will not retain any written or other tangible
                        material containing any proprietary information of the
                        Company.

                ii.     Upon termination of the Employment Period, the Executive
                        shall be deemed to have resigned from all offices and
                        directorships then held with the Company or any
                        affiliate.

                iii.    The representations and warranties contained herein and
                        the Executive's obligations under Sections 5(h), 7, 8, 9
                        and 15 through 18 shall survive termination of the
                        Employment Period and the expiration of this Agreement.




                                       6
<PAGE>   7

        i.      Release. In exchange for the Company entering into the
                Agreement, the Executive agrees that, at the time of his
                resignation or termination from the Company, he will execute a
                release acceptable to the Company of all liability of the
                Company and its officers, shareholders, employees and directors
                to the Executive in connection with or arising out of his
                employment with the Company, except with respect to any
                then-vested rights under the Company's Option Plan and except
                with respect to any Severance Payments which may be payable to
                him under the terms of the Agreement. Nothing herein shall
                modify Executive's mediation and other rights under this
                Agreement.

        j.      Notwithstanding anything to the contrary in this Agreement, if
                the Date of Termination occurs within two years after the date
                of this Agreement and the Date of Termination does not involve
                an event described in either the first clause of clause (iii) of
                the definition of the Date of Termination or in clause (iv) of
                the definition of the Date of Termination, then the Executive
                shall become a consultant to the Company effective upon the Date
                of Termination. The Executive shall serve as a consultant to the
                Company until the second anniversary of the date hereof. During
                such consulting term, the Executive shall be available to
                provide financial consulting services to the Company and
                Executive shall not be entitled to any compensation for
                rendering such consulting services other than that which he
                would otherwise be entitled to receive under this Agreement
                during such period.

6.      Compensation Upon Termination.

        a.      Death. If the Executive's employment shall be terminated
                pursuant to Section 5(a), the Company shall pay the Executive's
                estate the Executive's monthly base salary payable pursuant to
                Section 4(a) and one-twelfth of any bonus payable pursuant to
                Section 4(d) at the most recent annual amount received, or
                entitled to be received, by the Executive (the "Severance
                Payment") for a period of two years following the Date of
                Termination. For a period of two years following the Date of
                Termination, the Executive and his dependents shall be entitled
                to health insurance coverage rights as if the Executive was
                currently employed.

        b.      Disability. If the Executive's employment shall be terminated by
                reason of disability pursuant to Section 5(c), the Executive
                shall receive the Severance Payment for the lesser of two years
                or the duration of such disability; provided that payments so
                made to the Executive during the disability shall be reduced by
                the sum of the amounts, if any, payable to the Executive at or
                prior to the time of any such payment under any disability
                benefit plan of the Company. For a period of two years following
                the Date of Termination, the Executive and his dependents shall
                be entitled to health insurance coverage rights as if the
                Executive was currently employed.




                                       7
<PAGE>   8

        c.      Cause. If the Executive's employment shall be terminated for
                Cause pursuant to Section 5(c) hereof, the Company shall pay the
                Executive his salary and any bonus then payable pursuant to
                Section 4(d) through the Date of Termination. At the Executive's
                own expense, the Executive and his dependents shall also be
                entitled to any continuation of health insurance coverage rights
                under any applicable law.

        d.      Other Terminations by the Company. If the Company shall
                terminate the Executive's employment without cause pursuant to
                Section 5(d) hereof, the Company shall pay the Executive the
                Severance Payment for a period of two (2) years from the Date of
                Termination. For a period of two years following the Date of
                Termination, the Executive and his dependents shall be entitled
                to health insurance coverage rights as if the Executive was
                currently employed.

        e.      Voluntary Resignation. If the Executive terminates his
                employment with the Company pursuant to Section 5(g) hereof for
                "Good Cause", the Company shall pay the Executive the Severance
                Payment for a period of two years from the Date of Resignation.
                If the Executive terminates his employment with the Company
                pursuant to Section 5(g) hereof without "Good Cause," the
                Company shall have no obligation to compensate the Executive
                following the Date of Resignation. In any event, at the
                Executive's own expense, the Executive and his dependents shall
                be entitled to any continuation of health insurance coverage
                rights under any applicable law.

                For purposes of this Agreement, "Good Cause" shall mean, without
                the express written consent of Executive, the occurrence of any
                of the following events unless such events are substantially
                corrected within 30 days following written notification by
                Executive to the Company that he intends to terminate his
                employment hereunder for one of the reasons set forth below:

                i.      A material breach by the Company of any provision of
                        this Agreement; and

                ii.     the occurrence of a "Change in Control."

                        As used in this Agreement, "Change of Control" means the
                occurrence of any of the following: (i) the adoption of a plan
                relating to the liquidation or dissolution of the Company, (ii)
                the consummation of any transaction (including, without
                limitation, any merger or consolidation) the result of which is
                that any person or group, other than any of Osamu Kaneko, Andrew
                J. Gessow and Steven C. Kenninger or their affiliates (the
                "Principals"), becomes the "beneficial owner" (as such term is
                defined in Rule 13d-3 and Rule 13d-5 under the Securities
                Exchange Act of 1934), directly or indirectly, of more than 50%
                of the total voting power of the total outstanding voting stock
                of the Company on a fully diluted basis or (iii) the
                consummation of the first transaction (including, without




                                       8
<PAGE>   9

                limitation, any merger or consolidation) the result of which is
                that any person or group, other than the Principals, becomes the
                beneficial owner (as defined above), directly or indirectly, of
                more than 50% of the total voting power of the total outstanding
                voting stock of the Company.

                        The Executive understands that any voluntary resignation
                by him as a result of any personal or family reasons not
                otherwise set forth in this Section 6(e) shall not constitute
                "Good Cause."

        f.      Beginning with the thirteenth (13th) monthly payment and each
                monthly payment thereafter the Company will be entitled to
                offset and reduce each month, the amount of the monthly
                Severance Payment otherwise payable to the Executive hereunder
                by the amount of the Executive's prior month's earnings (if any)
                from post-Company full time employment (including both salary,
                bonus and other cash or cash equivalent compensation) at a
                subsequent full time employer or in connection with a full time
                consulting practice or other self-employment or any full time
                venture founded by the Executive; provided, however, that the
                Company shall not be entitled to any Severance Payment offset or
                reduction as a result of any earnings or income generated by the
                Executive from part-time consulting work, unless and until such
                consulting work becomes a full time endeavor.

        g.      In the event of any Termination pursuant to Section 5, the
                Executive shall be entitled to retain (i) any and all options to
                purchase capital stock of the Company granted to the Executive
                pursuant to the terms and conditions of the Option Agreement
                attached as Exhibit "A" hereto that have vested as of the date
                of such Termination.

        h.      Any Severance Payment made pursuant to this Section 6 shall be
                payable in equal monthly installments over the required duration
                set forth in Sections 6(a) through 6(e).

                i.      The continuing obligation of the Company to make the
                        Severance Payment to the Executive is expressly
                        conditioned upon the Executive complying and continuing
                        to comply with his obligations and covenants under
                        Sections 7 and 8 of this Agreement following termination
                        of employment with the Company.

7.      Confidentiality and Non-Solicitation Covenants.

        a.      Confidentiality. In addition to the agreements set forth in
                Section 5(h)(i), the Executive hereby agrees that the Executive
                will not, during the Employment Period or at any time thereafter
                directly or indirectly disclose or make available to any person,
                firm, corporation, association or other entity for any reason or
                purpose whatsoever, any Confidential Information (as defined
                below). The Executive agrees that, upon termination of his
                employment with the Company, all



                                       9
<PAGE>   10


                Confidential Information in his possession that is in written or
                other tangible form (together with all copies or duplicates
                thereof, including computer files) shall be returned to the
                Company and shall not be retained by the Executive or furnished
                to any third party, in any form except as provided herein;
                provided, however, that the Executive shall not be obligated to
                treat as confidential, or return to the Company copies of any
                Confidential Information that (i) was publicly known at the time
                of disclosure to the Executive, (ii) becomes publicly known or
                available thereafter other than by any means in violation of
                this Agreement or any other duty owed to the Company by any
                person or entity or (iii) is lawfully disclosed to the Executive
                by a third party. As used in this Agreement the term
                "Confidential Information" means: information disclosed to the
                Executive or known by the Executive as a consequence of or
                through his relationship with the Company, about the owners,
                customers, employees, business methods, public relations
                methods, organization, procedures or finances, including,
                without limitation, information of or relating to owner or
                customer lists of the Company and its affiliates.

        b.      Non-Solicitation. In addition, the Executive hereby agrees that
                during the Employment Period and for a one year period following
                Termination thereafter, regardless of the reason or
                circumstances of termination of employment with the Company, the
                Executive will not, either on his own account or jointly with or
                as a manager, agent, officer, employee, consultant, partner,
                joint venturer, owner or shareholder or otherwise on behalf of
                any other person, firm or corporation, (i) carry on or be
                engaged or interested directly or indirectly in, or solicit, the
                manufacture or sale of goods or provision of services to any
                person, firm or corporation which, at any time during the
                Employment Period has been or is a customer of or in the habit
                of dealing with the Company in its business, (ii) endeavor
                directly or indirectly to canvas or solicit in competition with
                Company or to interfere with the supply of orders for goods or
                services from or by any person, firm or corporation which during
                the Employment Period has been or is a supplier of goods or
                services to Company or (iii) directly or indirectly solicit or
                attempt to solicit away from Company any of its officers or
                employees or offer employment to any person who, on or during
                the 6 months immediately preceding the date of such solicitation
                or offer, is or was an officer or employee of Company.

8.      Covenant Not to Compete.

        a.      The Executive agrees that the provisions of this Section 8 shall
                apply during the Employment Period and during the period
                beginning after the Executive's Date of Termination and ending
                on the second anniversary thereof, regardless of whether the
                Executive is terminated for Cause or without Cause or otherwise
                (the "Noncompete Period"). During the Noncompete Period, the
                Executive will not engage in any competitive businesses, and the
                Executive agrees that he shall not (i) invest in, manage,
                consult or participate in any way in any other timeshare or




                                       10
<PAGE>   11


                vacation ownership business (in either an active or passive
                manner), (ii) participate in or advise any business wherein
                timeshare or vacation ownership is a material business segment
                or (iii) act for or on behalf of any business that intends to
                enter or participate in the timeshare or vacation ownership
                business, in each case unless the independent members of the
                Company's Board of Directors determine that such action is in
                the best interest of the Company. Subject to the restrictions
                set forth in Section 3(a), Section 3(c) and in this Section 8,
                the Executive shall be permitted to continue his existing
                business investments and activities and may pursue additional
                business investments; provided that the Executive shall not
                serve as an officer or director of any public company resulting
                from such business investments or activities.

        b.      Notwithstanding the foregoing, during the Noncompete Period:

                i.      the Executive may purchase stock as a stockholder in any
                        publicly traded company, including any company which is
                        involved in the timeshare and vacation ownership
                        business; provided that the Executive does not
                        beneficially own (together or separately or through his
                        affiliates) more than 5% of any company (other than the
                        Company) in the timeshare or vacation ownership
                        business;

                ii.     the Executive shall not invest (directly or indirectly)
                        in any timeshare or vacation ownership property in the
                        hospitality business (including any condominium project)
                        or any property where the business plan includes an
                        intention to convert the property to timeshare or
                        vacation ownership, unless the independent members of
                        the Company's Board of Directors determine that such an
                        investment is in the best interest of the Company;

                iii.    in the event that a Change of Control occurs which
                        causes an acceleration in the vesting of the Executive's
                        options and, the Executive is terminated for Cause or
                        without Cause by the Company within six (6) months
                        before or after the effective date of the Change of
                        Control, then the noncompete provisions contained in
                        Section 8(a) shall not be applicable and the following
                        shall apply instead: the Executive agrees that during
                        the two year period following the Executive's Date of
                        Termination, he will not (i) manage, consult or
                        participate in any way in any other public timeshare or
                        vacation ownership business (in either an active or
                        passive manner), (ii) participate in or advise any
                        public company wherein timeshare or vacation ownership
                        is a material business segment or (iii) act for or on
                        behalf of any business that intends to enter or
                        participate in the timeshare or vacation ownership
                        business as a public company.

9.      Injunctive Relief and Enforcement. In the event of breach by the
        Executive of the terms of Sections 5(h)(i), 7 or 8, and only following
        mediation or attempted mediation as set forth in Section 16 below
        (unless the Company is suffering irreparable injury, in which



                                       11
<PAGE>   12

        case Section 16 will not prevent the Company from seeking injunctive
        relief against the Executive in any court or forum), the Company shall
        be entitled to institute legal proceedings to enforce the specific
        performance of this Agreement by the Executive and to enjoin the
        Executive from any further violation of Sections 5(h)(i), 7 or 8 and to
        exercise such remedies cumulatively or in conjunction with all other
        rights and remedies provided by law and not otherwise limited by this
        Agreement. The Executive acknowledges, however, that the remedies at law
        for any breach by him of the provisions of Sections 5(h)(i), 7 or 8 may
        be inadequate. In addition, in the event the agreements set forth in
        Sections 5(h)(i), 7 or 8 shall be determined by any court of competent
        jurisdiction to be unenforceable by reason of extending for too great a
        period of time or over too great a geographical area or by reason of
        being too extensive in any other respect, each such agreement shall be
        interpreted to extend over the maximum period of time for which it may
        be enforceable and to the maximum extent in all other respects as to
        which it may be enforceable, and enforced as so interpreted, all as
        determined by such court in such action.

10.     Notice. For the purposes of this Agreement, notices, demands and all
        other communications provided for in this Agreement shall be in writing
        and shall be deemed to have been duly given when personally delivered
        when transmitted by telecopy with receipt confirmed, or one day after
        delivery to an overnight air courier guaranteeing next day delivery,
        addressed as follows:

        If to the Executive:        Richard Goodman
                                    5 Chester
                                    Irvine, California 92612


        If to the Company:          Sunterra Corporation
                                    1781 Park Center Drive
                                    Orlando, Florida 32835
                                    Attention: Thomas A. Bell

        With a copy to:             Latham & Watkins
                                    633 West Fifth Street, Suite 4000
                                    Los Angeles, California 90071-2007
                                    Attention: Michael Sturrock, Esq.

        or to such other address as any party may have furnished to the others
        in writing in accordance herewith, except that notices of change of
        address shall be effective only upon receipt.

11.     Severability. The invalidity or unenforceability of any provision or
        provisions of this Agreement shall not affect the validity or
        enforceability of any other provision of this Agreement, which shall
        remain in full force and effect; provided, however, that if any one or
        more of the terms contained in Sections 5(h), 7 or 8 hereto shall for
        any reason be held




                                       12
<PAGE>   13


        to be excessively broad with regard to time, duration, geographic scope
        or activity, that term shall not be deleted but shall be reformed and
        constructed in a manner to enable it to be enforced to the extent
        compatible with applicable law.

12.     Assignment. This Agreement may not be assigned by the Executive, but may
        be assigned by the Company to any successor to its business and will
        inure to the benefit and be binding upon any such successor.

13.     Counterparts. This Agreement may be executed in several counterparts,
        each of which shall be deemed to be an original but all of which
        together will constitute one and the same instrument.

14.     Headings. The headings contained herein are for reference purposes only
        and shall not in any way affect the meaning or interpretation of this
        Agreement.

15.     Choice of Law. This Agreement shall be construed, interpreted and the
        rights of the parties determined in accordance with the laws of the
        State of Maryland (without reference to the choice of law provisions of
        Maryland), except with respect to matters of law concerning the internal
        corporate affairs of any corporate entity which is a party to or the
        subject of this Agreement, and as to those matters the law of the
        jurisdiction under which the respective entity derives its powers shall
        govern.

16.     Mediation. Subject to any irreparable injury being suffered by the
        Company giving rise to the right of the Company to seek injunctive
        relief against the Executive pursuant to Section 9 hereof, in the event
        that there shall be a dispute among the parties arising out of or
        relating to this Agreement or the Letter, or the breach thereof, the
        parties agree that such dispute shall be resolved by final and binding
        mediation in Orlando, Florida, before a mediator and on terms and
        conditions mutually acceptable to the parties; provided, however, that
        if the parties cannot agree on the terms and conditions of such
        mediation, such terms and conditions shall be established by the
        mediator. Any award issued as a result of such mediation shall be final
        and binding between the parties thereto, and shall be enforceable by any
        court having jurisdiction over the party against whom enforcement is
        sought. The fees and expenses relating to such mediation (with the
        exception of the Executive's attorneys' fees, if any) or any action to
        enforce a mediation award shall be paid by the Company.

17.     LIMITATION ON LIABILITIES. IF EITHER THE EXECUTIVE OR THE COMPANY IS
        AWARDED ANY DAMAGES AS COMPENSATION FOR ANY BREACH OR ACTION RELATED TO
        THIS AGREEMENT, A BREACH OF ANY COVENANT CONTAINED IN THIS AGREEMENT
        (WHETHER EXPRESS OR IMPLIED BY EITHER LAW OR FACT), OR ANY OTHER CAUSE
        OF ACTION BASED IN WHOLE OR IN PART ON ANY BREACH OF ANY PROVISION OF
        THIS AGREEMENT, SUCH DAMAGES SHALL BE LIMITED TO CONTRACTUAL DAMAGES AND
        SHALL EXCLUDE (I) PUNITIVE DAMAGES, AND (II) CONSEQUENTIAL AND/OR
        INCIDENTAL DAMAGES



                                       13
<PAGE>   14


        (E.G., LOST PROFITS AND OTHER INDIRECT OR SPECULATIVE DAMAGES). THE
        MAXIMUM AMOUNT OF DAMAGES THAT THE EXECUTIVE MAY RECOVER FOR ANY REASON
        SHALL BE THE AMOUNT EQUAL TO ALL AMOUNTS OWED (BUT NOT YET PAID) TO THE
        EXECUTIVE PURSUANT TO THIS AGREEMENT THROUGH ITS NATURAL TERM OR THROUGH
        ANY SEVERANCE PERIOD, PLUS INTEREST ON ANY DELAYED PAYMENT AT THE
        MAXIMUM RATE PER ANNUM ALLOWABLE BY APPLICABLE LAW FROM AND AFTER THE
        DATE(S) THAT SUCH PAYMENTS WERE DUE.

18.     WAIVER OF JURY TRIAL. TO THE EXTENT APPLICABLE, EACH OF THE PARTIES TO
        THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY
        TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
        AGREEMENT OR THE LETTER OR ANY DEALINGS BETWEEN THEM RELATING TO THE
        SUBJECT MATTER OF THIS AGREEMENT.

19.     Entire Agreement. This Agreement and the Letter contain the entire
        agreement and understanding between the Company and the Executive with
        respect to the employment of the Executive by the Company as
        contemplated hereby and thereby, and no representations, promises,
        agreements or understandings, written or oral, not herein or therein
        contained shall be of any force or effect. Neither this Agreement nor
        the Letter shall be changed unless in writing and signed by both the
        Executive and an authorized representative of the Company.

20.     The Executive's Acknowledgment. The Executive acknowledges (a) that he
        has had the opportunity to consult with independent counsel of his own
        choice concerning this Agreement and the Letter, and (b) that he has
        read and understands the Agreement and the Letter, is fully aware of
        their legal effect, and has entered into each of them freely based on
        his own judgment.





                                       14
<PAGE>   15

        IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the date and year first above written.


                                           SUNTERRA CORPORATION


                                           /s/ L. STEVEN MILLER
                                           ------------------------------------
                                           By:   L. Steven Miller
                                           Its:  President and CEO

                                           EXECUTIVE

                                           /s/ RICHARD GOODMAN
                                           ------------------------------------
                                           By: Richard Goodman





                                      S-1

<PAGE>   16


                                   Exhibit "A"

                            Form of Option Agreement













                                      A-1
<PAGE>   17



                                   Exhibit "B"

                               Form of Option Plan








                                      B-1