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                                                                 EXHIBIT 10.6.18

                           DEVELOPMENT AND RECEIVABLES
                           LOAN AND SECURITY AGREEMENT

      This DEVELOPMENT AND RECEIVABLES LOAN AND SECURITY AGREEMENT is entered
into as of June 30, 1995, by and between FINOVA CAPITAL CORPORATION, a Delaware
corporation, and GREENSPRINGS ASSOCIATES, a Virginia joint venture.

1.    DEFINITIONS

As used in this Agreement and the other Documents (as defined below) unless
otherwise expressly indicated in this Agreement or the other Documents, the
following terms shall have the following meanings (such meanings to be
applicable equally both to the singular and plural terms defined).

      1.1   "Advances": the Development Loan Advances and the Receivables Loan
            Advances: and "Advance": one of the Advances.

      1.2   "Affidavit of Borrower": a sworn Affidavit of Borrower (and such
            other parties as Lender may require) in the form of EXHIBIT J-1C, to
            accompany a Development Loan Advance Request.

      1.3   "Affiliate": with respect to any individual or entity, any other
            individual or entity that directly or indirectly, through one or
            more intermediaries, controls, or is controlled by, or is under
            common control with, such individual or entity.

      1.4   "Agents": the Servicing Agent and the Lockbox Agent.

      1.5   "Agreement": this Development and Receivables Loan and Security
            Agreement, as it may be from time to time renewed, amended, restated
            or replaced.

      1.6   "Applicable Usury Law": the usury law chosen by the parties pursuant
            to the terms of paragraph 9.10 or such other usury law which is
            applicable if such usury law is not.

      1.7   "Architect/Engineer": an architect, design professional or engineer
            employed by Borrower to perform architectural, design or
            engineering services.

      1.8   "Architect/Engineer Agreement": a contract (written or oral, now or
            hereafter in effect) between Borrower and an Architect/Engineer for
            the performance of architectural, design or engineering services in
            connection with the Improvements as approved by Lender in writing
            and modified from time to time with Lender's prior written consent,
            not to be unreasonably withheld.

      1.9   "Articles of Organization": the charter, articles, operating
            agreement, joint venture agreement, partnership agreement, by-laws



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            and any other written documents evidencing the formation,
            organization and continuing existence of an entity.

      1.10  "Availability Advances": an Advance which is made against an
            Eligible Instrument after the first Advance made against such
            Instrument and is based upon the difference at such time between
            the Borrowing Base of such Instrument and the unpaid principal
            balance of the Receivables Loan attributable to such Instrument:
            provided that neither any readvance of Refundable Receivables
            Collateral Proceeds (as defined in paragraph 2.5) pursuant to
            paragraph 2.5 nor the substitution of an Eligible Instrument for an
            ineligible Instrument pursuant to paragraph 3.2 shall be deemed to
            be an Availability Advance for purposes of this paragraph 1.10, but
            the first and every subsequent Advance against such substituted
            Eligible Instrument shall be deemed to be an Availability Advance.

      1.11  "Borrower": Greensprings Associates, a Virginia joint venture
            between Greensprings Plantation Resort, Inc., a Virginia
            corporation, Plantation Group, L.L.C., a Virginia limited liability
            company, and Offsite International Inc., a Virginia corporation;
            and, subject to the restrictions on assignment and transfer
            contained in this Agreement, its successors and assigns.

      1.12  "Borrower's Assignments": collectively, a written assignment or
            assignments, including, without limitation, the Time-Share Program
            Governing Documents Assignment, which may be separate from and/or
            included within the Borrower's Mortgage, executed by Borrower and
            creating in favor of Lender, as security for the Performance of the
            Obligations, a perfected. direct, and first assignment of, subject
            only to the Permitted Encumbrances: all leases, sales contracts,
            rents and sales and other proceeds pertaining to or arising from the
            Real Property or any business of Borrower conducted thereon; the
            Architect/Engineer Agreement(s); the Plans and Specifications; the
            Construction Contract(s); all marketing agreements for the sale of
            Time-Share Interests in the Time-Share Project; any and all special
            rights and privileges of Borrower under the Declaration which are
            not enjoyed by all other owners of property governed by the
            Declaration; and all other Contracts, Intangibles, Licenses and
            Permits; as such assignments may be from time to time renewed,
            amended, restated or replaced.

      1.13  "Borrower's Mortgage": a credit line deed of trust to be executed
            and delivered by Borrower and under the terms of which Borrower has
            conveyed or granted in favor of Lender, as security for the
            Performance of the Obligations, a perfected, direct and first
            priority lien, subject only to the Permitted Encumbrances, upon the
            Real Property, as it may be from time to time renewed, amended,
            restated or replaced.

      1.14  "Borrower's Security Agreement": a written security agreement which
            may be separate from and/or included within the Borrower's



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            Mortgage or this Agreement, to be executed by Borrower and creating
            in favor of Lender, as security for the Performance of the
            Obligations, a perfected, direct and first security interest,
            subject only to the Permitted Encumbrances, in the Personal
            Property, as it may be from time to time renewed, amended, restated
            or replaced.

      1.15  "Borrower's Security Documents": the Borrower's Mortgage, the
            Borrower's Security Agreement, the Borrower's Assignments, this
            Agreement and all other documents now or hereafter securing the
            Obligations, as they may be from time to time renewed, amended,
            restated or replaced.

      1.16  "Borrowing Base": with respect to an Eligible Instrument, an amount
            equal to the lesser of:

            (a)   ninety percent (90%) of the unpaid principal balance of such
                  Eligible Instrument; or

            (b)   ninety percent (90%) of the present value of the unmatured
                  installments of principal and interest under such Eligible
                  Instrument, discounted at the higher of (i) the applicable
                  interest rate under the terms of the Receivables Loan Note or
                  (ii) the Discount Rate.

      1.17  "Business Day": any day other than a Saturday, Sunday or a day on
            which banks in Phoenix, Arizona are required to close.

      1.18  "Collateral": the Real Property, Personal Property, Receivables
            Collateral , Insurance Policies, and any and all other property now
            or hereafter serving as security for the Performance of the
            Obligations, and all products and proceeds thereof.

      1.19  "Completion":

            (a)   completion of the Work, in accordance with the Plans and
                  Specifications, the Construction Contract(s), all applicable
                  laws, regulations and private restrictions, the Documents,
                  sound construction, engineering and architectural principles
                  and commonly accepted safety-standards, free of liens and
                  free of defective materials and workmanship;

            (b)   expiration of the statutory period in which mechanics' liens
                  and similar liens can be filed on account of the
                  Work; and

            (c)   receipt by Lender of the following in form and substance
                  satisfactory to it: (i) a certificate of completion from
                  Borrower and Architect(s)/Engineer(s) and, if Lender elects,
                  from Lender's Inspector to the effect that the Work has been
                  so completed, all utilities necessary to serve the



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                        Real Property have been connected and are operating, the
                        Improvements are fully furnished and ready for occupancy
                        for the intended time-share purposes, and final payment
                        is due under all Construction Contracts between Borrower
                        and all Contractors; (ii) a certificate of occupancy (or
                        its equivalent) from the appropriate governmental
                        authority having jurisdiction over the Work which has
                        the effect of allowing the use of Improvements for the
                        intended timeshare purposes; (iii) if applicable laws
                        provide that the recording of a notice of completion
                        will cause the expiration upon a date certain of the
                        statutory period within which mechanics' and similar
                        liens can be filed, verification of the recording of
                        such notice in the manner prescribed by such laws; (iv)
                        final lien waivers; (v) the as-built survey required
                        pursuant to paragraph 6.4(h) after substantial
                        completion of the Work; and (vi) the title policy
                        endorsements required pursuant to paragraph 6.4(i) after
                        substantial completion of the Work.

            1.20  "Construction Budget": a detailed budget cost itemization
                  prepared by Borrower and approved in writing by Lender, for
                  each Development Loan Component, each of which specifies by
                  item the cost and source of payment of: (a) all labor,
                  materials and services necessary for Completion of the related
                  Work Component in accordance with the Plans and
                  Specifications, the Construction Contract(s), the Documents,
                  all applicable laws, regulations and private restrictions,
                  sound construction, engineering and architectural principles,
                  and commonly accepted safety standards; (b) interest on such
                  Development Loan Component; and (c) all other expenses
                  incidental to such Development Loan Component and the
                  Completion of the Work. The Construction Budget shall include
                  within the Costs of the Work to be paid from the Construction
                  Loan an interest reserve and a contingency reserve determined
                  to be adequate by Lender, but in no event shall the interest
                  reserve and contingency reserve be in an aggregate amount less
                  than Five Hundred Thousand Dollars ($500,000). The
                  Construction Budget approved by Lender as of the date of this
                  Agreement is attached as Exhibit N.

            1.21  "Construction Contract": a contract (written or oral, now or
                  hereafter in effect) between Borrower and a Contractor,
                  between a Contractor and any other person or entity relating
                  in any way to the construction of the Improvements, including
                  the performing of labor and the furnishing of equipment,
                  materials or services (other than architectural or engineering
                  services), as approved by Lender in writing and modified from
                  time to time with Lender's prior written consent.

            1.22  "Contractor": a contractor employed by Borrower to provide
                  labor and/or to furnish equipment, materials or services for
                  any portion of the Work.


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            1.23  "Contracts, Intangibles, Licenses and Permits": the property
                  so described in EXHIBIT M.

            1.24  "Declaration": collectively, the Time-Share Declaration and
                  any and all other declarations of covenants, conditions and
                  restrictions governing the Real Property.

            1.25  "Default Rate": the "Default Rate" as defined in and
                  determined under the Notes.

            1.26  "Development Loan": the loan made pursuant to paragraph
                  2.1(a).

            1.27  "Development Loan Advance": an advance of the proceeds of the
                  Development Loan by Lender on behalf of Borrower in accordance
                  with the terms and conditions of this Agreement.

            1.28  "Development Loan Borrowing Term": the period commencing on
                  the date of this Agreement and ending on the close of the
                  Business Day (or if not a Business Day, the first Business Day
                  thereafter) which is the earlier of (a) the date eighteen (18)
                  months from the date of the first Development Loan Advance or
                  (b) February 2, 1997.

            1.29  "Development Loan Components": the Facilities Construction
                  Component and the Time-Share Building (Phase I) Construction
                  Component; and "Development Loan Component": one of the
                  Development Loan Components.

            1.30  "Development Loan Fee": Sixty-Eight Thousand Dollars
                  ($68,000).

            1.31  "Development Loan Maturity Date": the date (or if not a
                  Business Day, the first Business Day thereafter) which is the
                  earlier of (a) thirty-six (36) months from the date of the
                  last Development Loan Advance or (b) February 2, 2000.

            1.32  "Development Loan Note": the "Development Loan Promissory
                  Note" in form and substance identical to EXHIBIT D-1 to be
                  made and delivered by Borrower to Lender pursuant to paragraph
                  4.1A(a)(i), as it may be from time to time renewed,
                  amended, restated or replaced.

            1.33  "Discount Rate": thirteen percent (13%).

            1.34  "Documents": the Notes, the Guaranty(ies), the Subordination
                  Agreement(s), the Lockbox Agreement, the Servicing Agreement,
                  the Environmental Certificate, this Agreement, the Borrower's
                  Security Documents, the Oversight Agreement, and all other
                  documents now or hereafter executed in connection with the
                  Loans, as they may be from time to time renewed, amended,
                  restated or replaced.

            1.35  "Eligible Instrument": an Instrument which conforms to the
                  standards set forth in EXHIBIT B. An Instrument that has



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                  qualified as an Eligible Instrument shall cease to be an
                  Eligible Instrument upon the date of the first occurrence of
                  any of the following: (a) any installment due with respect to
                  that Instrument becomes more than fifty-nine (59) days past
                  due unless cured to Lender's satisfaction or (b) that
                  Instrument otherwise fails to continue to conform to the
                  standards set forth in EXHIBIT B.

            1.36  "Environmental Certificate": an environmental certificate
                  executed by Borrower and such other persons or parties as
                  required by Lender in form and substance identical to EXHIBIT
                  C as it may be from time to time renewed, amended, restated
                  or replaced.

            1.37  "Event of Default": the meaning set forth in paragraph 7.1.

            1.38  "Facilities": an amenity complex consisting of an outdoor pool
                  complex, two (2) tennis courts fenced and lighted, an athletic
                  center with indoor swimming pool and weight room, a sales
                  facility, a maintenance facility and infrastructure.

            1.39  "Facilities Construction Component": that portion of the
                  Development Loan, not to exceed the Maximum Facilities
                  Development Loan Amount, allocated in the Construction Budget
                  to the construction of the Facilities, but in all events
                  excluding the Interest Reserve Fund.

            1.40  "Force Majeure Event": an "act of God," a fire, a strike, a
                  governmental order and/or injunction which is issued by a
                  court of competent jurisdiction for reasons other than for
                  Borrower's acts or omissions which would constitute a default
                  under this Agreement, or a similar event beyond Borrower's
                  reasonable control.

            1.41  "Guarantor": each person or entity now or hereafter
                  guaranteeing all or any part of the Obligations (which is
                  initially limited to Greensprings Plantation Resort, Inc.,
                  Offsite International, Inc., Plantation Group, L. L. C.,
                  Powhatan Associates, John J. Digges, Robert T. Gow and Kay F.
                  Gow, David E. Legere and Patricia A. Legere, Marc B. Sharp and
                  Wilma R. Sharp, Stephen E. Ball and Michele Z. Ball).

            1.42  "Guaranty": a primary, joint and several guarantee and
                  subordination agreement made by a Guarantor of the
                  Obligations, as it may be from time to time renewed, amended,
                  restated or replaced. The Guaranties will exclude the
                  Receivables Loan Obligations from the Obligations guaranteed
                  and will be limited, as to the Construction Loan Obligations
                  guaranteed by those Guarantors who are natural persons, all as
                  more fully set forth in Exhibit P.

            1.43  "Improvements": the improvements to be constructed upon, added
                  to or made to the Real Property as part of the Work,
                  consisting



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                  of (a) the Facilities and the Time-Share Building (Phase I)
                  and (b) furniture, furnishings, fixtures and/or equipment
                  necessary for the Improvements; and all as set forth in the
                  Plans and Specifications and the Construction Contract(s) and
                  as described in the Construction Budget.

            1.44  "Incipient Default": an event which after notice and/or lapse
                  of time would constitute an Event of Default,

            1.45  "Instrument": a purchase money promissory note which has
                  arisen out of the sale of a Time-Share Interest by Borrower to
                  a Purchaser, is made payable by such Purchaser to Borrower,
                  and is secured by a Purchaser Mortgage.

            1.46  "Insurance Policies": the insurance policies that Borrower is
                  required to maintain and deliver pursuant to paragraph 6.10.

            1.47  "Interest Reserve Advance": a Development Loan Advance (or
                  portion thereof) made to pay accrued and unpaid interest on
                  the Development Loan.

            1.48  "Interest Reserve Fund": that portion of the Development Loan
                  which is allocated within the Construction Budget for the
                  monthly payment of interest accrued on the Development Loan.

            1.49  "Lender": FINOVA Capital Corporation and its successors and
                  assigns.

            1.50  "Lender's Inspector": the meaning given to it in paragraph
                  8.1.

            1.51  "Loans": the Development Loan and the Receivables Loan; and
                  "Loan": one of the Loans.

            1.52  "Lockbox Agent": Central Fidelity Bank, a Virginia
                  corporation, or its successor as lockbox agent under the
                  Lockbox Agreement.

            1.53  "Lockbox Agreement": an agreement to be made among Lender,
                  Borrower and Lockbox Agent, which provides for Lockbox Agent
                  to collect through a lockbox payments under Instruments
                  constituting part of the Receivables Collateral and to remit
                  them to Lender, as it may be from time to time renewed,
                  amended, restated or replaced.

            1.54  "Maximum Development Loan Amount": the sum of the Maximum
                  TimeShare Building (Phase I) Component Amount plus the Maximum
                  Facilities Construction Component Amount plus the Interest
                  Reserve Fund, which shall not exceed Six Million Eight Hundred
                  Thousand Dollars ($6,800,000).

            1.55  "Maximum Development Loan Component Amounts": the Maximum
                  Facilities Construction Component Amount and the Maximum
                  TimeShare Building (Phase I) Construction Component Amount;
                  and


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                  "Maximum Development Loan Component": one of the Maximum
                  Development Loan Components.

            1.56  "Maximum Facilities Construction Component Amount": Five
                  Million Six Hundred Thousand Dollars ($5,600,000).

            1.57  "Maximum Receivables Loan Amount": subject to the provisions
                  of paragraph 2.6. Thirty-Five Million Dollars ($35,000,000).

            1.58  "Maximum Time-Share Building (Phase I) Construction Component
                  Amount": Seven Hundred Thousand Dollars ($700,000),

            1.59  "Minimum Project Equity": a cash expenditure to be made by
                  Borrower for the purpose of paying a portion of the
                  Construction Costs, which expenditure shall be equal to the
                  difference between the unpaid cost of Completion of the Work
                  and the Maximum Development Loan Amount, but in no event less
                  than One Million Seven Hundred Fifty Thousand Dollars
                  ($1,750,000),

            1.60  "Minimum Required Time-Share Approvals": all approvals
                  required from governmental agencies in order to sell
                  Time-Share Interests and offer them for sale at the Time-Share
                  Project,

            1.61  "Notes": the Development Loan Note and the Receivables Loan
                  Note, and "Note": one of the Notes.

            1.62  "Obligations": all obligations, agreements, duties, covenants
                  and conditions of Borrower to Lender which Borrower is now or
                  hereafter required to Perform under the Documents.

            1.63  "Oversight Agent": FINOVA Portfolio Services, Inc., an Arizona
                  corporation and a wholly-owned subsidiary of Lender, or its
                  successor as Oversight Agent under the Oversight Agreement.

            1.64  "Oversight Agreement": the agreement to be made among Lender,
                  Borrower, Servicing Agent and Oversight Agent, which provides
                  for Oversight Agent to perform for the benefit of Lender
                  certain oversight functions with respect to the servicing of
                  the Receivables Collateral, as it may be from time to time
                  renewed, amended, restated or replaced.

            1.65  "Partial Release Fee": with respect to a Time-Share Interest
                  to be released from the Borrower's Mortgage, an amount to be
                  paid at the time of each release and to be determined as
                  provided in the Borrower's Mortgage.

            1.66  "Performance" or "Perform": full, timely and faithful
                  performance.

            1.67  "Permitted Encumbrances": the rights, restrictions,
                  reservations, encumbrances, easements and liens of record
                  which Lender has agreed to accept as set forth in EXHIBIT E.


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            1.68  "Personal Property": the property described in Exhibit M.

            1.69  "Plans and Specifications": the architectural, structural,
                  mechanical, electrical and other plans and specifications for
                  the construction of the Improvements and the completion of the
                  rest of the Work prepared by Architect(s)/Engineer(s), as
                  approved by Lender as modified from time to time with Lender's
                  prior written consent.

            1.70  "Powhatan Assignment": a written assignment to be executed by
                  Powhatan Associates ("Powhatan"), which creates in favor of
                  Lender, as security for the performance of the Obligations, a
                  perfected, direct. first and exclusive assignment of, and
                  security interest in all of Powhatan's right, title and
                  interest in any and all excess cash flow generated by the
                  Powhatan Associates Mortgage Trust I, as more fully described
                  in the Powhatan Assignment.

            1.71  "Prepayment Premium": the meaning given to it in paragraph
                  5.3(a).

            1.72  "Principal Work-Related Items": the Plans and Specifications
                  and all agreements between Borrower and third parties
                  pertaining to the Work, including, without limitation,
                  Construction Contract(s) and Architect/Engineer Agreement(s),
                  as approved by Lender in writing and modified from time to
                  time with Lender's prior written consent.

            1.73  "Property": the Real Property and Personal Property.

            1.74  "Purchaser Mortgage": the purchase money deed of trust given
                  to secure an Instrument.

            1.75  "Purchase Contract": a purchase contract pursuant to which
                  Borrower has agreed to sell and a third party has agreed to
                  purchase a Time-Share Interest.

            1.76  "Purchaser": a purchaser who has executed a Purchase Contract.

            1.77  "Real Property": the real property described in Exhibit L.

            1.78  "Receivables Assignment": a written assignment of specific
                  Instruments and/or Purchaser Mortgages and their proceeds,
                  executed by Borrower in the form of Exhibit A.

            1.79  "Receivables Collateral": (a) the Instruments which are now or
                  hereafter assigned, endorsed or delivered to Lender pursuant
                  to this Agreement or against which an Advance has been made;
                  (b) all rights under all documents evidencing, securing or
                  otherwise pertaining to such Instruments; (c) the Insurance
                  Policies; (d) all Borrower's rights under all escrow
                  agreements and accounts pertaining to any of the foregoing;
                  (e) to the extent of Borrower's interest therein, all
                  reservation systems pertaining


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                  to the use of Time-Share Interests; (f) all contracts for the
                  construction of Units as to which Instruments are being
                  financed by Lender prior to completion of the Units, together
                  with bonds, plans and specifications, and architectural ,
                  engineering and other design professional contracts related to
                  the construction of such Units; (g) all data bases, files,
                  books and records of Borrower pertaining to any of the
                  foregoing; and (h) the cash and non-cash proceeds of all of
                  the foregoing, including, without limitation (whether or not
                  acquired with cash proceeds), all accounts, chattel paper,
                  contract rights, documents, general intangibles, instruments,
                  and equipment, inventory and other goods (as defined in the
                  Uniform Commercial Code).

            1.80  "Receivables Loan": the loan made pursuant to paragraph
                  2.1(b).

            1.81  "Receivables Loan Advance": an advance of the proceeds of the
                  Receivables Loan by Lender on behalf of Borrower in accordance
                  with the terms and conditions of this Agreement. An
                  Availability Advance is a Receivables Loan Advance.

            1.82  "Receivables Loan Borrowing Term": subject to the provisions
                  of paragraph 2.6, the period commencing on the date of this
                  Agreement and ending on the close of the Business Day (or if
                  not a Business Day, the first Business Day thereafter) on the
                  earlier of (a) the date thirty-six (36) months from the date
                  of the first Receivables Loan Advance or (b) December 2, 1998.

            1.83  "Receivables Loan Fee": Three Hundred Fifty Thousand Dollars
                  ($350,000).

            1.84  "Receivables Loan Maturity Date": the date (or if not a
                  Business Day, the first Business Day thereafter) which is one
                  hundred twenty (120) months from the date of the last
                  Receivables Loan Advance.

            1.85  "Receivables Loan Note": the "Receivables Loan Promissory
                  Note" in form and substance identical to Exhibit D-2 to be
                  made and delivered by Borrower to Lender pursuant to paragraph
                  4.1(a)(iii), as it may be from time to time renewed,
                  amended, restated or replaced.

            1.86  "Required Completion Assurance Deposit": the definition given
                  to it in paragraph 6.4(1).

            1.87  "Required Completion Date": August 31, 1996, plus such
                  additional time which is necessary to achieve Completion of
                  the Work and is due solely to the occurrence of one or more
                  Force Majeure Events, but in no event later than the
                  expiration of the Development Loan Borrowing Term.

            1.88  "Resolution": a resolution of a corporation certified as true
                  and correct by an authorized officer of such corporation, a
                  certificate signed by the manager of a limited liability
                  company



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                  and such members whose approval is required, or a partnership
                  certificate signed by all of the general partners of such
                  partnership and such other partners whose approval is
                  required.

            1.89  "Security Interest": a perfected, direct and first security
                  interest, subject only to the Permitted Encumbrances, in and
                  charge upon the property intended to be covered by it.

            1.90  "Servicing Agent": Borrower or its successor as Servicing
                  Agent under the Servicing Agreement.

            1.91  "Servicing Agreement": an agreement to be made between Lender
                  and Servicing Agent, which provides for Servicing Agent to
                  perform for the benefit of Lender accounting, reporting and
                  other servicing functions with respect to the Instruments
                  constituting part of the Receivables Collateral, as it may be
                  from time to time renewed, amended, restated or replaced.

            1.92  "Subordination Agreement(s)": the subordination agreement(s)
                  made and delivered pursuant to paragraph 6.13, as it/they may
                  be from time to time renewed, amended, restated or replaced.

            1.93  "Term": the duration of this Agreement, commencing on the date
                  as of which this Agreement is entered into and ending when all
                  of the Obligations shall have been Performed.

            1.94  "Third Party Consents": those consents which Lender requires
                  Borrower to obtain, or which Borrower is contractually or
                  legally obligated to obtain, from others in connection with
                  the transaction contemplated by the Documents.

            1.95  "Time-Share Association": Greensprings Plantation Resort
                  Owners Association, a Virginia non-stock corporation, the
                  association provided for in the Time-Share Declaration to
                  manage the Time-Share Program and in which all owners of
                  Time-Share Interests are members.

            1.96  "Time-Share Building (Phase I)": a time-share building
                  consisting of four (4) units, each of which is a 4-bedroom
                  unit capable of being locked off into two 2-bedroom units to
                  be built as part of the Improvements.

            1.97  "Time-Share Building (Phase I) Construction Component": that
                  portion of the Development Loan, not to exceed the Maximum
                  Time-Share Building (Phase I) Construction Component Amount,
                  allocated in the Construction Budget to the construction of
                  the Time-Share Building (Phase I), but in all events excluding
                  the Interest Reserve Fund.

            1.98  "Time-Share Declaration": that Time-Share Instrument for
                  Greensprings Plantation Resort, A Vacation Ownership Resort,
                  which is to be recorded in the real estate records of the
                  county where



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                  the Real Property is located, as more fully described in
                  EXHIBIT E and when so recorded will establish the Time-Share
                  Program.

            1.99  "Time-Share Interest": the estate described in EXHIBIT F in
                  the Time-Share Project.

            1.100 "Time-Share Management Agreement": the management agreement
                  from time to time entered into between the Time-Share
                  Association and the Time-Share Manager for the management of
                  the Time-Share Program.

            1.101 "Time-Share Management Agreement Assignment": a written
                  assignment to be executed and delivered to Lender (and
                  thereafter re-delivered as appropriate) by each Borrower and
                  each Affiliate of Borrower if any of them is the Time-Share
                  Manager and granting to Lender, granting to Lender as security
                  for the performance of the Obligations, a perfected, direct
                  and first assignment of the Time-Share Management Agreement,
                  and as it may be from time to time renewed, amended, replaced
                  or restated.

            1.102 "Time-Share Manager": the person from time to time employed by
                  Time-Share Association to manage the Time-Share Program.

            1.103 "Time-Share Program": the program by which Purchasers may own
                  Time-Share Interests in fee simple, enjoy their respective
                  Time-Share Interests on a recurring basis, and share the
                  expenses associated with the operation and management of such
                  program.

            1.104 "Time-Share Program Consumer Documents": the Purchase
                  Contract, Instrument, Purchaser Mortgage, deed of conveyance,
                  credit application, credit disclosures, rescission right
                  notices, final subdivision public reports/prospectuses/public
                  offering statements, exchange affiliation agreement and other
                  documents used or to be used by Borrower in connection with
                  the sale of Time-Share Interests.

            1.105 "Time-Share Program Governing Documents": the Declaration, the
                  Articles of Organization for the Time-Share Association, any
                  and all rules and regulations from time to time adopted by the
                  Time-Share Association, the Time-Share Management Agreement
                  and any subsidy agreement by which Borrower is obligated to
                  subsidize shortfalls in the budget of the Time-Share Program
                  in lieu of paying assessments.

            1.106 "Time-Share Program Governing Documents Assignment": a written
                  assignment to be executed BY Borrower to Lender, which grants
                  to Lender, as security for the Performance of the Obligations,
                  a perfected, direct and first assignment of and security
                  interest in, subject only to the Permitted Encumbrances,
                  Borrower's rights in, to and under the Time-Share Program
                  Governing Documents, as it may be from time to time renewed,
                  amended, restated or replaced.


                                      -12-
<PAGE>   13
            1.107 "Time-Share Project": the time share resort or part of the
                  resort described in EXHIBIT F and such other time share
                  resorts or part thereof as Borrower may request and Lender may
                  from time to time approve in writing.

            1.108 "Title Insurer (Borrower's Mortgage)": a title company which
                  is acceptable to Lender and issues the Title Policy
                  (Borrower's Mortgage).

            1.109 "Title Insurer (Purchaser)": a title company which is
                  acceptable to Lender and issues a Title Policy (Purchaser).

            1.110 "Title Policy (Borrower's Mortgage)": an ALTA policy of title
                  insurance in an amount not less than the Maximum Development
                  Loan Amount, insuring Lender's interest in the Borrower's
                  Mortgage as a perfected, direct, first and exclusive lien on
                  the Real Property, subject only to the Permitted Encumbrances,
                  issued by Title Insurer (Borrower's Mortgage) and in form and
                  substance acceptable to Lender.

            1.111 "Title Policy (Purchaser Mortgage)": a policy of title
                  insurance in an amount not less than the Borrowing Base of an
                  Instrument, insuring Lender's interest in the Purchaser
                  Mortgage securing such Instrument as a perfected, direct,
                  first and exclusive lien on the Time-Share Interest encumbered
                  thereby, subject only to the Permitted Encumbrances, issued by
                  Title Insurer (Purchaser) and in form and substance acceptable
                  to Lender.

            1.112 "Uncovered Cost of the Work": the amount equal to the excess
                  (if any) of (a) the remaining unpaid cost of Completion of the
                  Work over (b) the committed and undisbursed portion of the
                  Development Loan and the remaining balance of any Required
                  Completion Assurance Deposits held by Lender.

            1.113 "Unit": a dwelling unit in the Time-Share Project.

            1.114 "Work": the construction of the Improvements and the
                  acquisition and installation of any and all furniture,
                  furnishings, fixtures and/or equipment required for the
                  time-share use of the Time-Share Project or by the terms of
                  this Agreement or shown on or described in the Plans and
                  Specifications or the Construction Contract(s) or as costs on
                  the Construction Budget.

            1.115 "Work Components": the Time-Share Building (Phase I) and the
                  Facilities; and "Work Component": one of the Work Components.

            1.116 "Work Progress Schedule": the schedule for the Completion of
                  the Work and parts thereof, as approved by Lender in writing.
                  The Work Progress Schedule approved by Lender on the date
                  hereof is attached as Exhibit 0.



                                      -13-
<PAGE>   14
            1.117 "Work-Related Advance": a Development Loan Advance made for
                  the purpose of paying or reimbursing Borrower for costs of the
                  Work, excluding interest on the Development Loan.

            1.118 "Work-Related Advance Request": the written application of
                  Borrower on Lender's standard forms made by Borrower and
                  such other parties as Lender may require specifying by
                  name and amount all parties to whom Borrower is obligated for
                  labor, materials, equipment or services supplied for the
                  performance of the Work and all other expenses incidental to
                  the Development Loan, the Real Property and the Completion of
                  the Work, and requesting a Development Loan Advance for
                  payment of such items, accompanied by an Affidavit of Borrower
                  and such schedules, affidavits, releases, waivers,
                  statements, invoices, bills and other documents as Lender may
                  reasonably request. Work-Related Advance Requests under the
                  Facilities Construction Loan Component and the Time-Share
                  Construction Loan Component, respectively, shall be submitted
                  on separate forms, indicating for which such component the
                  Advance is being requested, but when submitted together shall
                  constitute a single request for Development Loan Advance for
                  the purposes of paragraph 4.2(b).

2.    LOAN COMMITMENT: USE OF PROCEEDS

      2.1         (a)   Development Loan Commitment: Determination of
                        Development Loan Advance Amounts; Retainage. Lender
                        hereby agrees, if Borrower has Performed all the
                        Obligations then due, to make Development Loan Advances.
                        Subject to the provisions of paragraph 4.4, the amount
                        of each Interest Reserve Advance shall be in the amount
                        of interest then accrued and unpaid on the Development
                        Loan. The amount of each Work-Related Advance shall be
                        an amount equal to the costs of the Work covered by the
                        applicable Work-Related Advance Request and allocated
                        within the relevant Construction Budget for payment out
                        of the Development Loan less an amount equal to the sum
                        of (a) ten percent (10%) of the costs of such Work
                        ("Basic Retainage") and (b) any additional retainage
                        ("Additional Retainage") required under the Construction
                        Contract(s); provided, however, that Work-Related
                        Advances shall be made for stored or ordered materials
                        not yet incorporated into the Improvements only upon
                        terms and conditions set forth in EXHIBIT R. The Basic
                        Retainage shall apply to all "hard" costs of the Work
                        but not to "soft" costs of the Work, and in no event
                        shall the Basic Retainage apply to the costs of
                        furniture and furnishings. The Additional Retainage
                        shall be disbursed as part of the next Advance occurring
                        after Lender has reasonably determined that a Contractor
                        is entitled to it under the applicable Construction
                        Contract. The Basic Retainage for each Work Component
                        shall be disbursed at the time of Substantial Completion
                        (as that term is defined in AIA Document A201, 1987
                        edition) of that Work Component to


                                      -14-
<PAGE>   15
                        the extent Contractor(s) are then entitled to it under
                        the Construction Contract(s) between Borrower and such
                        Contractor(s) prior to final payment, subject to
                        Lender's right to keep such portion of the Basic
                        Retainage as it may determine to be necessary to ensure
                        Completion of the Work, with such retained portion to be
                        disbursed promptly after Completion of the Work. Lender
                        shall have no obligation to make any Development Loan
                        Advance if after giving effect to such Advance the sum
                        of (i) the unpaid principal balance of any Development
                        Loan Component, (ii) the committed and undisbursed
                        portion of such Development Loan Component, and (iii)
                        the Uncovered Cost of the Work attributable to the Work
                        Component being constructed with the proceeds of such
                        Development Loan Component exceeds the Maximum
                        Development Loan Component Amount for such Development
                        Loan Component.

                  (b)   Receivables Loan Commitment: Determination of
                        Receivables Loan Advance Amounts. Lender hereby agrees,
                        if Borrower has Performed all of the Obligations then
                        due, to make Receivables Loan Advances to Borrower for
                        the purposes specified in paragraph 2.3(b). The maximum
                        amount of a Receivables Loan Advance shall be equal to
                        (i) the Borrowing Base of the Eligible Instruments less
                        (ii) the then unpaid principal balance of the
                        Receivables Loan; provided, however, at no time shall
                        the unpaid principal balance of the Receivables Loan
                        exceed the Maximum Receivables Loan Amount; provided,
                        further, that until the Development Loan is paid in
                        full, the amount of any Receivables Loan Advance shall
                        not include any amount which would constitute an
                        Availability Advance.

                  (c)   Limitation on Total Amount of Advances. Lender shall
                        have no obligation to make any Advance if after giving
                        effect to the Advance the sum of (i) the unpaid
                        principal balances of the Development Loan and the
                        Receivables Loan, (ii) the committed and undisbursed
                        portion of the Development Loan, and (iii) the Uncovered
                        Cost of the Work exceeds Forty Million Dollars
                        ($40,000,000).

                  (d)   Limitation on Advances During Deferral of Conditions.
                        Lender shall have no obligation to make any Advance,
                        prior to the fulfillment of the conditions for which
                        compliance may be deferred under paragraph 4.1A(d) of
                        this Agreement, if after giving effect to the Advance
                        the sum of the unpaid principal balance of the
                        Development Loan and the Receivables Loan exceeds Two
                        Million Six Hundred Thousand Dollars ($2,600,000).

      2.2         (a)   Development Loan Non-Revolving. The Development Loan
                        shall be non-revolving. All Development Loan Advances
                        shall be viewed as a single loan. Borrower shall not be
                        entitled to obtain Development Loan Advances after the
                        expiration of



                                      -15-
<PAGE>   16
                        the Development Loan Borrowing Term unless Lender, in
                        its discretion, agrees in writing with Borrower to make
                        the Development Loan Advances thereafter on terms and
                        conditions satisfactory to Lender.

                  (b)   Receivables Loan Revolver. The Receivables Loan is a
                        revolving line of credit; however, all of the
                        Receivables Loan Advances shall be viewed as a single
                        loan. Borrower shall not be entitled to obtain
                        Receivables Loan Advances after the expiration of the
                        Receivables Loan Borrowing Term unless Lender, in its
                        discretion, agrees in writing with Borrower to make
                        Receivables Loan Advances thereafter on terms and
                        conditions satisfactory to Lender.

                  (c)   Continuation of Obligations Throughout Term. Whether or
                        not Borrower's right to obtain Advances has terminated,
                        this Agreement and Borrower's liability for Performance
                        of the Obligations shall continue until the end of the
                        Term.

      2.3         (a)   Use of Development Loan Advances. Borrower will use
                        Development Loan Advances only to pay or reimburse for
                        the line-item expenses shown in the Construction Budget.
                        If the amount needed by Borrower for any line item
                        expense set forth in the Construction Budget is less
                        than the budgeted amount of the line item expense, such
                        excess may be reallocated to other line items as
                        approved by Lender in writing, such approval not to be
                        unreasonably withheld.

                  (b)   Use of Receivables Loan Advances. Borrower will use the
                        proceeds of the Receivables Loan only for working
                        capital and other business purposes, including, without
                        limitation, repayment of the Development Loan.

      2.4         Minimum Borrowing Requirements. Until the earlier to occur of
                  the end of the Receivables Loan Borrowing Term or a date one
                  (1) year following the date on which the Development Loan has
                  been paid in full, Borrower shall assign to Lender, and shall
                  request Receivables Loan Advances under, Receivables
                  Collateral representing an aggregate minimum percentage
                  ("Minimum Assignment Percentage") of the deferred purchase
                  price (i.e. that part of the purchase price not paid at
                  closing) of all Time-Share Interests from time to time sold in
                  the Time-Share Project and financed by Borrower or an
                  Affiliate of Borrower ("Seller Financed Time-Share
                  Interests"), as follows:

                  (a)   until the then outstanding principal balance of the
                        Receivables Loan is not less than Ten Million Dollars
                        ($10,000,000), the Minimum Assignment Percentage shall
                        be at least seventy-five percent (75%); and

                  (b)   thereafter, the Minimum Assignment Percentage shall be
                        that percentage necessary to maintain (i) the
                        outstanding



                                      -16-
<PAGE>   17
                        principal balance of the Receivables Loan at not less
                        than Ten Million Dollars ($10,000,000) and (ii) the
                        percentage which the deferred purchase price of all
                        Seller Financed Time-Share Interests assigned to Lender
                        bears to the deferred purchase price of all Seller
                        Financed Time-Share Interests at fifty percent (50%).

      2.5         Readvances of Receivables Collateral Process. Notwithstanding
                  anything in the Loan Agreement to the contrary, after the
                  Borrowing Term has expired, but subject to the provisions of
                  this paragraph, Lender shall re-advance to Borrower each month
                  a portion ("Refundable Receivables Collateral Proceeds") of
                  the proceeds of the Receivables Collateral which were received
                  by Lender during the preceding month if, but only if, the
                  following conditions precedent are satisfied at the time of,
                  and after giving effect to, such refund:

                  (a)   neither an Event of Default nor Incipient Default has
                        occurred and is continuing:

                  (b)   the proceeds have not resulted from a casualty or
                        condemnation; and

                  (c)   Lender has received (i) a written request for the
                        readvance, (ii) the reports for the preceding month
                        required pursuant to paragraph 5.4(b), and (iii) a
                        certificate signed by Borrower setting forth the amount
                        of the Refundable Receivables Collateral Proceeds
                        available to be re-advanced to Borrower and the
                        calculation of that amount, setting forth the amount
                        requested to be re-advanced, and certifying that all
                        conditions precedent to the refund are satisfied.

                  The Refundable Receivables Collateral Proceeds which Lender is
                  required to re-advance in any month shall be determined
                  according to the following schedule based upon the LTVR at the
                  end of the preceding month:

                  (a)   if the LTVR is greater than 80%, none:

                  (b)   if the LTVR is 80% or less but greater than 70%, up to
                        30% of the excess at the end of the preceding month of
                        (i) 80% of the then unpaid principal balance of all
                        Eligible Instruments (including Eligible Instruments
                        substituted pursuant to paragraph 3.2) over (ii) the
                        then unpaid principal balance of the Receivables Loan:

                  (c)   if the LTVR is 70% or less but greater than 60%, up to
                        40% of the excess at the end of the preceding month of
                        (i) 70% of the then unpaid principal balance of all
                        Eligible Instruments (including Eligible Instruments
                        substituted



                                      -17-
<PAGE>   18
                        pursuant to paragraph 3.2) over (ii) the then unpaid
                        principal balance of the Receivables Loan; and

                  (d)   if the LTVR is 60% or less, up to 50% of the excess at
                        the end of the preceding month of (i) 60% of the then
                        unpaid principal balance of all Eligible instruments
                        (including Eligible Instruments substituted pursuant to
                        paragraph 3.2) over (ii) the then unpaid principal
                        balance of the Receivables Loan.

                  As used in this paragraph, when determining the Refundable
                  Receivables Collateral Proceeds, the term "LTVR" shall mean
                  the then ratio, expressed as a percentage, of the unpaid
                  principal balance of the Receivables Loan to the unpaid
                  principal balance of all Eligible Instruments (including
                  Eligible Instruments substituted pursuant to paragraph 3.2).
                  The Refundable Receivables Collateral Proceeds shall be
                  re-advanced by Lender to Borrower by wire transfer within
                  three (3) Business Days after Lender receives the information
                  required pursuant to the first sentence of this paragraph and
                  the amount re-advanced shall be deemed a Receivables Loan.
                  Without limiting the generality of any other provision of this
                  Agreement, Lender shall be entitled to charge its reasonable
                  and customary fee in connection with each wire transfer of
                  Refundable Receivables Collateral Proceeds, which currently is
                  Twenty-Five Dollars ($25.00).

      2.6         Restrictions on Right to Receivables Loan Advances After
                  Specified Date and in Excess of Thirty Million Dollars. At
                  least thirty (30), but not more than ninety (90), days prior
                  to requesting (a) the first Receivables Loan Advance which
                  would cause the outstanding principal balance of the
                  Receivables Loan to exceed Thirty Million Dollars
                  ($30,000,000) or (b) the first Receivables Loan Advance which
                  would be made on or after a date twenty-four (24)months from
                  the initial Receivables Loan Advance, whichever of such
                  Receivables Loan Advances is the first to occur, Borrower will
                  give Lender notice of its intention to do so. As an additional
                  condition precedent to such Receivables Loan Advance, (a)
                  Lender shall have received the required notice and Borrower
                  shall have delivered to Lender (or at Lender's option, Lender
                  shall have obtained) such items as Lender may require
                  [including, without limitation, the current searches, credit
                  bureau reports and financial statements of the type described
                  in paragraph 4.1A(c)(i)-(ii) and opinions as to such matters
                  as Lender may reasonably require, in form and from counsel to
                  Borrower satisfactory to Lender] in order to determine whether
                  the conditions set forth in paragraphs 4.1F(a)-(c), inclusive,
                  have been satisfied: and (b) Lender and Borrower shall have
                  agreed in writing to the minimum required tangible net worth
                  Borrower will be required to maintain after that date. The
                  costs of any UCC, tax lien, litigation, judgment and
                  bankruptcy searches and credit bureau and Dun & Bradstreet
                  reports required by Lender shall be paid by Lender; but
                  otherwise, the items required pursuant to the



                                      -18-
<PAGE>   19
                  terms of the preceding sentence will be provided at Borrower's
                  expense.

      2.7         Option to Prepay the Loans. In addition to its rights to
                  prepay the Loans as may be set forth elsewhere in this
                  Agreement or the Notes, subject to the terms and conditions of
                  this paragraph, Borrower may prepay the Loans in full but not
                  in part if Lender sells or assigns its entire interest in
                  either of the Loans or the Collateral, except for an
                  assignment for security purposes, to any person other than an
                  Affiliate of Lender. If Borrower wishes to exercise such
                  option, it must give Lender notice ("Loan Transfer Prepayment
                  Notice") of its intention to do so within ninety (90) days
                  after notice ("Loan Transfer Notice") is given to Borrower
                  that such a sale or transfer has occurred and must prepay both
                  Loans in full but not in part, together with a Prepayment
                  Premium calculated at the time of prepayment as if the
                  prepayment was an involuntary prepayment made pursuant to
                  paragraph 5.3(c), within one hundred twenty (120) days after
                  the Loan Transfer Notice is given to Borrower. If Borrower
                  fails to give the Loan Transfer Notice or to prepay the Loans,
                  together with the applicable Prepayment Premium, within the
                  period applicable pursuant to the preceding sentence, then
                  Borrower's option under this paragraph shall terminate:
                  provided that termination of such option shall not affect
                  Borrower's rights to prepay the Loans as may be set forth
                  elsewhere in this Agreement or the Notes.

3.      SECURITY

        3.1       Grant of Security Interest in Receivables Collateral. To
                  secure the Performance of all of the Obligations, Borrower
                  hereby grants to Lender a Security Interest in and assigns to
                  Lender the Receivables Collateral. Such Security Interest
                  shall be absolute, continuing and applicable to all existing
                  and future Advances and to all of the Obligations. All of the
                  Receivables Collateral shall secure repayment of the Loans and
                  the Performance of the other Obligations. Borrower will
                  unconditionally assign and deliver to Lender. with full
                  recourse, all Instruments which are part of the Receivables
                  Collateral. Lender is hereby appointed Borrower's
                  attorney-in-fact to take any and all actions in Borrower's
                  name and/or on Borrower's behalf deemed necessary or
                  appropriate by Lender with respect to the collection and
                  remittance of payments (including the endorsement of payment
                  items) received on account of the Receivables Collateral;
                  provided, however, that Lender shall not take any action which
                  is described in paragraph 7.2(c) unless an Event of Default
                  exists.

        3.2       Ineligible Instruments. If (a) a previously Eligible
                  Instrument which is part of the Receivables Collateral ceases
                  to be an Eligible Instrument ("Ineligibility Event") and (b)
                  as a result of such Ineligibility Event, the outstanding
                  principal balance of the Receivables Loan exceeds the
                  Borrowing Base of all Eligible Instruments, then within thirty
                  (30) days thereafter Borrower will



                                      -19-
<PAGE>   20
                  either (i) make to Lender a principal payment in an amount
                  equal to the positive remainder ("Borrowing Base Shortfall"),
                  if any, obtained by subtracting the Borrowing Base of all
                  Eligible Instruments from the unpaid principal balance of the
                  Receivables Loan, together with interest, costs and expenses
                  attributable thereto, or (ii) replace any one or more of such
                  ineligible Instruments with one or more Eligible Instruments
                  having an aggregate Borrowing Base not less than the Borrowing
                  Base Shortfall. Simultaneously with the delivery of the
                  replacement Eligible Instrument to Lender for an ineligible
                  Instrument, Borrower will deliver to Lender all of the items
                  (except for a "Request for Advance and Certification")
                  required to be delivered by Borrower to Lender pursuant to
                  paragraph 4.1, together with a "Borrower's Certificate" in
                  form and substance identical to EXHIBIT G. Lender will
                  reassign and/or endorse to Borrower, without recourse or
                  warranty of any kind, the ineligible Instrument causing the
                  Ineligibility Event if:

                  (a)    no Event of Default or Incipient Default exists; and

                  (b)    (i) Borrower has made any principal payment or
                         replacement with an Eligible Instrument as required
                         above in connection with the Ineligibility Event, or
                         (ii) there is no Borrowing Base Shortfall and Borrower
                         has requested Lender in writing to release the
                         ineligible Instrument.

                  Borrower will prepare the reassignment instrument, which shall
                  be in form and substance identical to EXHIBIT G-1, and shall
                  deliver it to Lender for execution, and Lender will send
                  Borrower the reassignment instrument and the Instruments being
                  re-assigned within ten (10) Business Days after satisfaction
                  of the conditions specified in the foregoing sentence.

        3.3       Maintenance of Security. Borrower will deliver or cause to be
                  delivered to Lender and will maintain or cause to be
                  maintained in full force and effect throughout the Term
                  (except as otherwise expressly provided in such Document), the
                  Borrower's Security Documents and all other security required
                  to be given to Lender pursuant to the terms of this Agreement.

        3.4       Partial Releases from Borrower's Mortgage. Borrower shall be
                  entitled to the release of Time-Share Interests from the
                  Borrower's Mortgage according to the terms and conditions of
                  the Borrower's Mortgage.

4.      ADVANCES

        4.1A      General Conditions Precedent to Initial Advance. Lender's
                  obligation to make the initial Advance shall be subject to and
                  conditioned upon the terms and conditions set forth in the
                  following subparagraphs and elsewhere in this Agreement having
                  been satisfied:


                                      -20-
<PAGE>   21
                (a)     Documents. Borrower shall have delivered to Lender the
                        following Documents, duly executed, delivered and in
                        form and substance satisfactory to Lender:

                        (i)     this Agreement;

                        (ii)    the Development Loan Promissory Note;

                        (iii)   the Receivables Loan Promissory Note;

                        (iv)    the Guaranties:

                        (v)     the Subordination Agreements;

                        (vi)    the Borrower's Mortgage;

                        (vii)   the Borrower's Security Agreement;

                        (viii)  the Borrower's Assignments;

                        (ix)    the Powhatan Assignment:

                        (x)     the Environmental Certificate:

                        (xi)    UCC financing statements for filing and/or
                                recording, as appropriate, where necessary to
                                perfect the Security Interest in the Collateral;

                        (xii)   a favorable opinion or opinions from independent
                                counsel for Borrower in form and substance
                                substantially identical to Exhibit I:

                        (xiii)  a favorable opinion or opinions from independent
                                counsel for Guarantors in the form and substance
                                substantially identical to EXHIBIT I:

                        (xiv)   the Lockbox Agreement;

                        (xv)    the Servicing Agreement:

                        (xvi)   Oversight Agreement;

                        (xvii)  the Title Policy (Borrower's Mortgage):

                        (xviii) the Third Party Consents; and

                        (xix)   agreements executed by all persons owning or
                                having a lien on any real property intended to
                                be available to owners of Time-Share Interests
                                which assure the satisfaction of the condition
                                specified in paragraph 4.1A(b)(xxvii).


                                      -21-
<PAGE>   22
                (b)     Organizational, Time-Share Project and Other Due
                        Diligence Documents. Borrower shall have delivered to
                        Lender at least ten (10) Business Days (unless a longer
                        period is expressly specified) prior to the date of the
                        Advance:

                        (i)     the Articles of Organization of Borrower, each
                                of the Guarantor(s), any other surety for the
                                Obligations and, if applicable, their respective
                                managers, members and partners, to the extent
                                any such entity is not a natural person;

                        (ii)    the Resolutions of Borrower, each of the
                                Guarantor(s) which is not an individual , any
                                other surety for the Obligations and, if
                                applicable, their respective managers, members
                                and partners, to the extent any such entity is
                                not a natural person;

                        (iii)   a Phase I environmental assessment of the Real
                                Property;

                        (iv)    evidence that all taxes and assessments on the
                                Property have been paid;

                        (v)     a title commitment or preliminary title report
                                for the issuance of the Title Policy (Borrower's
                                Mortgage), together with copies of all documents
                                referred to therein;

                        (vi)    unless waived in writing by Lender, at least
                                fifteen (15) Business Days prior to such
                                Advance, a 1988 ALTA/ACSM survey map of the Real
                                Property prepared by a licensed land surveyor
                                acceptable to Lender, showing the Real Property,
                                evidence of access to the Real Property, all
                                easements necessary to the operation and use of
                                the Real Property, and such other details as
                                Lender may reasonably require, and a copy of the
                                recorded condominium map for the Time-Share
                                Project:

                        (vii)   at least fifteen (15) Business Days prior to
                                such Advance, all licenses and certificates for
                                the construction of the Improvements and the use
                                and operation (exclusive of certificates of
                                occupancy or other licenses and certificates
                                dependent upon completion of construction of the
                                Improvements) of the Time-Share Project and Real
                                Property for time-share and other intended uses,
                                including certificates of occupancy and
                                environmental permits:



                                      -22-
<PAGE>   23
                        (viii)  evidence the Real Property is zoned for
                                time-share and other intended uses;

                        (ix)    at least fifteen (15) Business Days prior to
                                such Advance, the Minimum Required Time-Share
                                Approvals;

                        (x)     at least fifteen (15) Business Days prior to
                                such Advance, a copy of the Time-Share Program
                                Consumer Documents and the Time-Share Program
                                Governing Documents;

                        (xi)    the Insurance Policies;

                        (xii)   at least fifteen (15) Business Days prior to
                                such Advance, evidence that the Real Property is
                                not located within a flood prone area or, if
                                within a flood zone, evidence that flood
                                insurance has been obtained;

                        (xiii)  at least fifteen (15) Business Days prior to
                                such Advance, evidence of the current and
                                continued availability of utilities necessary to
                                serve the Real Property for time-share and other
                                intended uses;

                        (xiv)   at least fifteen (15) Business Days prior to
                                such Advance, evidence of access to and parking
                                for the Real Property adequate for time-share
                                and other intended uses;

                        (xv)    evidence that Borrower has invested in the
                                Property an amount equal to the Minimum Project
                                Equity;

                        (xvi)   at least fifteen (15) days prior to such
                                Advance, a soils test report with respect to the
                                suitability of the soils on the Real Property
                                for purposes of constructing the Improvements;

                        (xvii)  at least fifteen (15) Business Days prior to
                                such Advance, if required by Lender, a pro forma
                                balance sheet of Borrower, showing the projected
                                financial condition of Borrower immediately
                                following the closing of, and first Advance
                                under, the Loans;

                        (xviii) at least fifteen (15) Business Days prior to
                                such Advance, a flood and drainage study with
                                respect to the Real Property and the
                                Improvements;



                                      -23-
<PAGE>   24
                        (xix)   at least fifteen (15) Business Days prior to
                                such Advance, the Architect/Engineer Agreement
                                for each Architect/Engineer and such
                                certificates as Lender may require from each
                                Architect/Engineer regarding the adequacy of the
                                Plans and Specifications (including, without
                                limitation, their compliance with the Americans
                                With Disabilities Act and all other applicable
                                laws and regulations) and the Construction
                                Budget and such other matters as Lender may deem
                                pertinent:

                        (xx)    at least fifteen (15) Business Days prior to
                                such Advance, Plans and Specifications complete
                                in all respects (subject only to Lender's
                                approval):

                        (xxi)   at least fifteen (15) Business Days prior to
                                such Advance, the Construction Budget complete
                                in all respects (subject only to Lender's
                                approval);

                        (xxii)  at least fifteen (15) Business Days prior to
                                such Advance, a detailed draw schedule;

                        (xxiii) at least fifteen (15) Business Days prior to
                                such Advance, the Work Progress Schedule
                                complete in all respects (subject only to
                                Lender's approval);

                        (xxiv)  at least fifteen (15) Business Days prior to
                                such Advance, a list of all Contractors with
                                whom Borrower has contracted (i.e. direct
                                contractors) and all subcontractors and
                                materialmen, all whom must be satisfactory to
                                Lender:

                        (xxv)   at least fifteen (15) Business Days prior to
                                such Advance, fixed price Construction Contracts
                                necessary for Completion of the Work between
                                Borrower and Contractors and for all
                                subcontractors performing major portions of the
                                Work; and such certificates as Lender may
                                request from the direct Contractors regarding
                                the adequacy of the Budget and such other
                                matters as Lender may reasonably deem
                                appropriate; all information as Lender may
                                reasonably require regarding all direct
                                Contractors, and, if required by Lender, the
                                subcontractors performing major portions of the
                                Work (which, if available, may consist of
                                financial statements for the last two years and
                                federal employer tax identification numbers);

                        (xxvi)  at least fifteen (15) Business Days prior to
                                such Advance, all building permits, licenses
                                and, if any, architectural committee approvals
                                necessary



                                      -24-
<PAGE>   25
                                for the construction of the Improvements and
                                Completion of the Work:

                        (xxvii) evidence satisfactory to it that owners of
                                Time-Share Interests shall have the right to use
                                all amenities within the Time-Share Project upon
                                the same terms and conditions as owners of other
                                time-share interests in the Time-Share Project
                                and that each owner of a Time-Share Interest
                                which has been sold by Borrower has a right,
                                which cannot be disturbed by any third party, to
                                use the amenities which are part of the
                                Time-Share Project so long as the owner is not
                                in default of its obligations to pay the
                                purchase price of its Time-Share Interest, to
                                pay the normal assessments to the Time-Share
                                Project owner's association and to comply with
                                reasonable covenants, conditions and
                                restrictions with respect to the use of such
                                amenities;

                       (xxviii) the items described in paragraph 4.1B if the
                                Advance includes a Work-Related Advance;

                        (xxix)  the items described in paragraph 4.1F if the
                                Advance includes a Receivables Loan Advance; and

                        (xxx)   such other items as Lender requests which are
                                reasonably necessary to evaluate the request for
                                the Advance and the satisfaction of the
                                conditions precedent to the Advance.

                (c)     Lender shall have received the following in form and
                        substance satisfactory to Lender:

                        (i)     current lien, litigation, judgment and
                                bankruptcy searches for Borrower, Guarantors and
                                the Time-Share Association conducted in such
                                jurisdictions as Lender deems appropriate;

                        (ii)    credit bureau reports and Dun & Bradstreet
                                reports on Borrower and Guarantors,
                                respectively;

                        (iii)   current financial statements of all Guarantors
                                in form and detail satisfactory to Lender, and
                                such financial statements must be satisfactory
                                to Lender in its sole discretion; provided that
                                Lender acknowledges that current financial
                                statements for Powhatan Associates have been
                                received and are satisfactory; and

                        (iv)    the report of Lender's Inspector with respect to
                                the Construction Budget, Plans and Specifi-



                                      -25-
<PAGE>   26
                                cations, Contracts, Work Progress Schedule, and
                                other construction-related items.

                (d)     Deferral of Satisfaction of Certain Conditions. Subject
                        to the provisions of paragraph 2.1(d) limiting the
                        unpaid principal balance of the Loans under such
                        circumstances, so long as Borrower is not in default of
                        its obligations under paragraph 6.5(b) and has approved
                        the form and substance of all Documents for which
                        execution and delivery has been deferred, Borrower may
                        defer satisfaction of the conditions specified in items
                        4.1A(a)(viii) (to the extent of the Time-Share Program
                        Governing Documents Assignment only) 4.1A(b)(vii) (to
                        the extent of the Minimum Required Time-Share Approvals
                        only), (ix) and (x) until October 15, 1995. With respect
                        to the maintenance facility and amenity complex,
                        Borrower may defer satisfaction of the conditions
                        specified in items 4.1A(b)(vii), (xix), (xx), (xxv), and
                        (xxvi) and Lender shall make no Advance for such
                        improvements until satisfaction of those conditions.

        4.1B    Additional Conditions Precedent for Initial Work-Related
                Advance. For the initial Work-Related Advance, Lender's
                obligation to make such Advance shall be subject to the
                additional terms and conditions set forth in the following
                subparagraphs and elsewhere in this Agreement:

                (a)     Borrower shall have satisfied all conditions set forth
                        in paragraph 4.1A; and

                (b)     Borrower shall have satisfied the terms and conditions
                        set forth in EXHIBIT J-1, including delivery to Lender
                        of the items called for therein at least ten (10)
                        Business Days prior to the date of such Work-Related
                        Advance or such longer period as may be described in
                        EXHIBIT J-1.

        4.1C    Additional Conditions Precedent for Subsequent Work-Related
                Advance. For each Work-Related Advance after the initial
                Work-Related Advance, Lender's obligation to make such Advance
                shall be subject to the terms and conditions set forth in
                EXHIBIT J-1, including delivery to Lender of the items called
                for therein at least ten (10) Business Days prior to the date of
                such Work-Related Advance.

        4.1D    Additional Conditions Precedent for Initial Receivables Loan
                Advances. For the initial Receivables Loan Advance, Lender's
                obligation to make such Receivables Loan Advance shall be
                subject to the additional terms and conditions set forth in the
                following subparagraphs and elsewhere in this Agreement:

                (a)     Borrower shall have satisfied all conditions set forth
                        in paragraph 4.1A;



                                      -26-

<PAGE>   27
                (b)     Borrower shall have satisfied the terms and conditions
                        set forth in EXHIBIT J-2, including delivery to Lender
                        of the items called for therein at least three (3)
                        Business Days prior to the date of such Receivables Loan
                        Advance; and

                (c)     such legal opinions as Lender may require in its
                        discretion from Borrower's and Lender's counsel.

        4.1E    Additional Conditions Precedent for Subsequent Receivables Loan
                Advances. For each Receivables Loan Advance after the initial
                Receivables Loan Advance, Lender's obligation to make such
                Receivables Loan Advance shall be subject to the terms and
                conditions set forth in paragraph 2.6 and/or in EXHIBIT J-2,
                including delivery of the items called for therein at least
                three (3) Business Days prior to the date of such Receivables
                Loan Advance.

        4.1F    General Conditions Precedent to All Advances. Lender's
                obligation to fund any Advance is subject to and conditioned
                upon the additional terms and conditions set forth in the
                following subparagraphs remaining satisfied at the time of such
                Advance:

                (a)     No material adverse change shall have occurred in the
                        Time-Share Project or in the business or financial
                        condition of Borrower or any Guarantor since the date of
                        the latest financial and operating statements given to
                        Lender by or on behalf of Borrower or any Guarantor.

                (b)     There shall have been no material , adverse change in
                        the warranties and representations made in the Documents
                        by Borrower, any Guarantor and/or any surety for the
                        performance of the Obligations.

                (c)     Neither an Event of Default nor Incipient Default shall
                        have occurred and be continuing.

                (d)     The interest rate applicable to the Advance (before
                        giving effect to any savings clause) will not exceed the
                        maximum rate permitted by the Applicable Usury Law.

                (e)     Borrower shall have paid to Lender so much of the
                        Receivables Loan Fee and the Development Loan Fee and
                        all other fees, as are required to be paid at the time
                        of the Advance.

                (f)     Borrower shall not be entitled to any Receivables Loan
                        Advance or any subsequent Development Loan Advance
                        unless on or before August 15, 1995, all Documents have
                        been executed by persons required to do so and the
                        initial Development Loan Advance has been made.



                                      -27-
<PAGE>   28
        4.1G    Conditions Satisfied at Borrower's Expense. The conditions to
                Advances shall be satisfied by Borrower at its expense.

        4.2     Advance Requests.

                (a)     Receivables Loan Advances shall be made in amounts not
                        less than One Hundred Thousand Dollars ($100,000).
                        Requests for Receivables Loan Advances shall be made no
                        more than twice in any calendar month, Borrower shall
                        pay an administrative fee, as a withholding from the
                        second Advance under the Receivables Loan in any
                        calendar month, in an amount equal to the greater of (i)
                        $500, and (ii) one quarter of one percent (0.25%) of the
                        amount of such second Advance.

                (b)     Development Loan Advances (other than Interest Reserve
                        Advances) shall be made in amounts not less than Two
                        Hundred Fifty Thousand Dollars ($250,000) or, if the
                        undisbursed portion of a Development Loan Component is
                        less, the final Development Loan Advance of such
                        Development Loan Component may be in such lesser amount.
                        Development Loan Advances shall be made no more
                        frequently than once per calendar month; provided,
                        however, that two such Advances may be made in a
                        calendar month, so long as one such Advance is an
                        Interest Reserve Advance.

        4.3     Disbursement of Advances. Advances may be payable to Borrower;
                or if requested by Borrower and approved in writing by Lender,
                to others, either severally or jointly with Borrower, for the
                credit or benefit of Borrower. Advances shall be disbursed by
                wire transfer or, at Borrower's option exercised by written
                request to Lender, by check or drafts. Borrower will pay
                Lender's reasonable charge in connection with any wire transfer,
                which is currently Twenty-Five Dollars ($25). Lender may, at its
                option, withhold from any Advance any sum (including costs and
                expenses) then due to it under the terms of the Documents or
                which Borrower would be obligated to reimburse Lender pursuant
                to the Documents if first paid directly by Lender.

        4.4     Interest Reserve Advances. If neither an Event of Default nor an
                Incipient Default exists and subject to the terms and conditions
                applicable to Interest Reserve Advances, during the Development
                Loan Borrowing Term and, in Lender's discretion, after
                expiration of the Development Loan Borrowing Term to the extent
                that the Interest Reserve Fund has not been exhausted, Lender
                will charge the Interest Reserve Fund for monthly interest
                billings on the Development Loan until it has been exhausted. If
                the Interest Reserve Fund is exhausted, Borrower will pay to
                Lender the monthly installments of interest on the Note in
                accordance with the terms of the Note.

        4.5     No Waiver. Although Lender shall have no obligation to make an
                Advance unless and until all of the conditions precedent to the



                                      -28-
<PAGE>   29
                Advance have been satisfied, Lender may, at its discretion, make
                Advances prior to that time without waiving or releasing any of
                the Obligations.

5.      NOTES; MAINTENANCE OF BORROWING BASE; PRE-PAYMENTS; SERVICING AND
        COLLECTION

        5.1     Repayment of Loans. The Development Loan and the Receivables
                Loan shall be evidenced by the Development Loan Note and the
                Receivables Loan Note, respectively, and shall be repaid in
                immediately available funds according to the terms of such Notes
                and the Documents.

        5.2     (a)     Development Loan Minimum Required Principal Payments.
                        Until principal , interest and other sums due under the
                        Documents have been paid, exclusive of principal,
                        interest and other charges on the Receivables Loan Note,
                        Borrower will make to Lender at the time of each partial
                        release of a Time-Share Interest from the Borrower's
                        Mortgage a principal payment equal to the Partial
                        Release Fee required to be paid in connection with such
                        partial release. On each of the first and second
                        anniversary dates of the last Advance under the
                        Development Loan, Borrower will make to Lender a
                        principal payment on the Development Loan in an amount
                        equal to the positive remainder, if any, obtained by
                        subtracting the maximum allowable Development Loan
                        principal balance for such anniversary date set forth
                        below from the then outstanding principal balance of the
                        Development Loan:

<TABLE>
<CAPTION>
                           Anniversary of                     Maximum Principal
                            Last Advance                         Balance
                           --------------                     -----------------
<S>                                                           <C>
                                1                               $4,500,000
                                2                               $2,750,000
</TABLE>

                  (b)   Receivables Loan Minimum Required Principal Payments. If
                        for any reason the aggregate principal amount of the
                        Receivables Loan outstanding at any time shall exceed
                        the then Borrowing Base of all Eligible Instruments,
                        Borrower, without notice or demand, will immediately
                        make to Lender a principal payment in an amount equal to
                        such excess plus accrued and unpaid interest on such
                        principal payment, subject to Borrower's right to
                        provide sufficient Eligible Instruments or make
                        principal payments as provided in paragraph 3.2(b).

        5.3      (a)    Prohibitions on Prepayment; Prepayment Premiums.  Except
                        as expressly provided below, by Lender in writing in its
                        discretion or as otherwise provided in paragraph 2.7 or
                        the Notes, Borrower will not be entitled to prepay, in
                        whole or in part, either of the Loans. Commencing on the
                        date which



                                      -29-
<PAGE>   30
                        is two (2) years after the date of last Receivables Loan
                        Advance ("Receivable Loan Opening Prepayment Date") if
                        neither an Event of Default nor an Incipient Default has
                        occurred and is continuing, then Borrower shall have the
                        option to prepay the Receivables Loan in full but not in
                        part on any date an installment is due on the
                        Receivables Loan Note upon sixty (60) days prior written
                        notice and the simultaneous payment of a prepayment
                        premium ("Prepayment Premium"), which shall be
                        determined in accordance with the following prepayment
                        premium schedule (expressed as a percentage of the
                        unpaid principal balance of the Receivables Loan on the
                        date of prepayment):

<TABLE>
<CAPTION>
                               Year                 Prepayment Premium
                               ----                 ------------------
<S>                                               <C>
                                1-2               Prepayment Not Permitted
                                3-4                          4%
                                 5                           3%
                                 6                           2%
                           7 and thereafter                  1%
</TABLE>

                        "Year" as used above refers to the twelve (12) month
                        period commencing on the Receivables Loan Opening
                        Prepayment Date with the second year commencing on the
                        first anniversary of that event and each succeeding year
                        commencing on the appropriate anniversary of that event,
                        provided that the last year shall end on the maturity
                        date of the Receivables Loan.

                (b)     Exceptions to Prepayment Prohibitions. Notwithstanding
                        anything in paragraph 5.3(a) to the contrary, the
                        following shall not be prepayments prohibited pursuant
                        to paragraph 5.3(a) or to require the payment of any
                        Prepayment Premium: (i) principal payments scheduled
                        under the Notes [including, without limitation, those
                        payments required pursuant to paragraphs 5.2(a) and
                        (unless due to an intentional misrepresentation or
                        breach of warranty concerning the Receivables Collateral
                        qualifying as Eligible Instruments) 5.2 (b)]; (ii)
                        repayments of the Development Note made with proceeds of
                        Receivables Loan Advances; and (iii) prepayments of the
                        Receivables Loan resulting from prepayments of the
                        Receivables Collateral by Purchasers which have not been
                        solicited by Borrower in breach of its Obligations under
                        this Agreement.

                (c)     Prepayment Premium Payable for Involuntary Prepayments.
                        A Prepayment Premium determined in accordance with the
                        schedule set forth in paragraph 5.3(a) shall be payable
                        regardless of whether the prepayment of the Development
                        Loan or Receivables Loan is voluntary or is required


                                      -30-
<PAGE>   31
                        because repayment of such Loan has been accelerated
                        pursuant to any of Lender's rights under the Documents
                        (including, without limitation, any right to accelerate
                        following (i) casualty or condemnation to the Property
                        or (ii) an Event of Default). If an involuntary
                        prepayment occurs during a period for which no
                        Prepayment Premium has been specifically scheduled in
                        paragraph 5.3(a), the applicable Prepayment Premium
                        shall be four percent (4%).

        5.4     (a)     Intentionally Omitted.

                (b)     Lockbox Collections and Servicing. Lockbox Agent shall
                        collect payments on the Instruments constituting part of
                        the Receivables Collateral and remit collected payments
                        to Lender on the fifteenth (15th) and last days (or if
                        such day is not a Business Day, on the preceding
                        Business Day) of each and every month after the date of
                        the first Receivables Loan Advance, according to the
                        terms of the Lockbox Agreement. Payments shall not be
                        deemed received by Lender until Lender actually receives
                        such payments from Lockbox Agent. Servicing Agent shall
                        furnish to Lender at Borrower's sole cost and expense,
                        no later than the fifteenth (15th) day of each month
                        commencing with the first full calendar month following
                        the date of this Agreement, a report, substantially in
                        the format of EXHIBIT K, which: (i) shows as of the end
                        of the prior month with respect to each Instrument which
                        constitutes part of the Receivables Collateral (A) all
                        payments received, allocated between principal and
                        interest, (B) the closing balances, (C) present value,
                        and (D) consumer interest rates; and (ii) indicates
                        delinquencies of thirty (30), sixty (60), ninety (90)
                        days and in excess of ninety (90) days. Borrower will
                        pay without notice or demand any amount which was due
                        and payable by Borrower on the last Business Day of the
                        preceding month covered by such reports within five (5)
                        Business Days of Borrower's knowledge of such amounts.
                        If such reports are not timely received, Lender may
                        estimate the amount which was due and payable. Borrower
                        will pay upon demand the amount determined by Lender in
                        good faith to be due and payable. If payment is made on
                        the basis of Lender's estimate and thereafter reports
                        required by this paragraph are received by Lender, the
                        estimated payment amount shall be adjusted by an
                        additional payment or a refund to the correct amount, as
                        the reports may indicate; such additional amount to be
                        paid by Borrower upon demand and such refund to be made
                        by Lender within five (5) Business Days after receipt of
                        written request therefor by Borrower. At the end of each
                        calendar quarter, Borrower will deliver or cause the
                        Servicing Agent to deliver to Lender a current list of
                        the names, addresses and phone numbers of the obligors
                        on each of the Instruments constituting part of the
                        Receivables



                                      -31-

<PAGE>   32
                         Collateral. Borrower will also deliver or cause
                         Servicing Agent to deliver to Lender, promptly after
                         receipt of a written request for them, such other
                         reports with respect to Instruments constituting part
                         of the Receivables Collateral as Lender may from time
                         to time reasonably require.

                  (c)    Oversight Agreement. Borrower will enter into and
                         perform and cause Servicing Agent to enter into and
                         perform their respective obligations under the
                         Oversight Agreement. All fees and charges of Oversight
                         Agent for services provided under the Oversight
                         Agreement shall be the sole responsibility of Lender.

                  (d)    Replacement of Agents. Lender, subject to any
                         additional restriction thereon contained in the Lockbox
                         Agreement or the Servicing Agreement may at any time
                         and from time to time substitute a successor or
                         successors to any Agent acting under the Lockbox
                         Agreement or the Servicing Agreement; provided such
                         Agent has acted negligently in the performance of its
                         duties or responsibilities.

        5.5       Application of Proceeds. Any and all payments received by
                  Lender with respect to the Obligations (including, without
                  limitation, payments made with proceeds of the Collateral but
                  excluding funds set aside/held in escrow prior to the
                  expiration of a Purchaser's statutory rescission rights) shall
                  be first applied to the payment of all late charges, costs,
                  fees and expenses required by the Documents to be paid by
                  Borrower ("First Priority Application"); then to accrued and
                  unpaid interest on the Loans in such order and manner as
                  Lender may determine; and then to principal of the Loans in
                  such order and manner as Lender may determine. Notwithstanding
                  anything in the preceding sentence to the contrary, after the
                  First Priority Application, remaining proceeds of the payments
                  made pursuant to paragraph 5.2(a) shall be applied first to
                  the principal balance of the Development Loan Note, and then
                  to accrued and unpaid interest due under the Development Loan
                  Note. The provisions of this paragraph are subject to the
                  parties rights and obligations under Article VII and the other
                  Documents as to the application of proceeds of the Collateral
                  following an Event of Default.

        5.6       Borrower's Unconditional Obligation to Make Payments. Whether
                  or not the proceeds from the Collateral shall be sufficient
                  for that purpose, Borrower will pay when due all payments
                  required to be made pursuant to any of the Documents,
                  Borrower's Obligation to make such payments being absolute and
                  unconditional.

6.      BORROWER'S REPRESENTATIONS, WARRANTIES AND COVENANTS

        6.1      (a)    Good Standing. Borrower and each of its venturers are,
                        and will remain at all times, duly organized, validly
                        existing


                                      -32-

<PAGE>   33
                        and in good standing under the laws of Virginia and are
                        authorized and will remain at all times authorized, to
                        do business in Virginia and in each jurisdiction in
                        which Borrower is at any time selling Time-Share
                        Interests or where at any time the location or nature of
                        its properties or its business makes such qualification
                        necessary. Borrower has and will maintain full authority
                        to Perform the Obligations and to carry on its business
                        and own its property.

                (b)     Power and Authority; Enforceability. Borrower has and
                        will maintain full power and authority to execute and
                        deliver the Documents and to Perform the Obligations.
                        All action necessary and required by Borrower's Articles
                        of Organization and all applicable laws for Borrower to
                        obtain the Loans, to execute and deliver the Documents
                        which have been or will be executed and delivered in
                        connection with the Loans and to perform the Obligations
                        has been duly and effectively taken. The Documents are
                        and shall be, legal, valid, binding and enforceable
                        against Borrower; and do not violate the Applicable
                        Usury Law or constitute a default or result in the
                        imposition of a lien under the terms or provisions of
                        any agreement to which Borrower is a party. No consent
                        of any governmental agency or any other person not a
                        party to this Agreement is or will be required as a
                        condition to the execution, delivery, or enforceability
                        of the Documents.

                (c)     Borrower's Principal Place of Business. Borrower's
                        principal place of business is located in the
                        Commonwealth of Virginia, and Borrower will not move its
                        principal place of business except upon not less than
                        sixty (60) days prior written notice to Lender.

        6.2     No Litigation. There is no action, litigation or other
                proceeding pending or, to Borrower's knowledge, threatened
                before any arbitration tribunal, court, governmental agency or
                administrative body against Borrower, which might materially
                adversely affect the Performance of the Obligations, the
                Time-Share Project, the business or financial condition of
                Borrower, the Collateral, or the ability of Borrower to Perform
                the Obligations. Borrower will promptly notify Lender if any
                such action, litigation or proceeding is commenced or
                threatened.

        6.3     (a)     Adequacy of Principal Work-Related Items. The Principal
                        Work-Related Items delivered to Lender are adequate (or
                        will be adequate at the time required to be delivered to
                        Lender pursuant to this Agreement) and will continue at
                        all times to be adequate for Completion of the Work. The
                        Principal Work-Related Items delivered to Lender are in
                        full force and effect; no third party bound thereby is
                        in default of its obligations thereunder or has
                        threatened to



                                      -33-
<PAGE>   34
                        terminate Borrower's rights thereunder; Borrower has
                        paid all sums and performed all other obligations it has
                        under them; and no third party bound thereby has any
                        defense to the enforcement of Borrower's rights
                        thereunder. No moratorium or other legal impediment
                        exists or, to the knowledge of Borrower, is threatened
                        with respect to the issuance of any permit or approval
                        necessary to use the Time-Share Project for intended
                        time-share purposes upon Completion of the Work.

                (b)     Adequacy of Construction Budget. Borrower will cause the
                        Construction Budget to accurately and completely set
                        forth the types and estimated maximum amounts of all
                        costs which must be incurred for Completion of the Work
                        to occur.

                (c)     Adequacy of Streets and Utilities. All streets,
                        easements, and utilities (including potable water, storm
                        and sanitary sewer, gas, electric, telephone and cable
                        television facilities and garbage removal) necessary for
                        the Completion of the Work and use of the Real Property
                        for intended time-share purposes have been completed,
                        paid for in full and are available at the boundaries of
                        the Real Property. All water and sewer treatment plants
                        and power generation facilities intended to serve the
                        Real Property have been constructed and are operational;
                        and upon Completion of the Work, will have adequate
                        capacity and size to serve the intended time-share use
                        of the Real Property.

                (d)     Status of Work; Break in Priority. To the extent work,
                        equipment, materials, services or work of any kind has
                        been performed or provided with respect to the Real
                        Property that may give rise to any mechanics or similar
                        statutory lien which will have priority to the lien of
                        the Borrower's Mortgage (including, without limitation,
                        the destruction or removal of existing Improvements,
                        site work, clearing, grubbing, draining or fencing of
                        the Real Property), such work, equipment, materials and
                        services must be fully disclosed in writing to Lender
                        and Title Insurer (Borrower's Mortgage) prior to
                        recordation of the Borrower's Mortgage, such work,
                        equipment, materials and services must be satisfactory
                        to Lender and Lender's Inspector, and Title Insurer
                        (Borrower's Mortgage) must insure the priority of the
                        Borrower's Mortgage over all such liens.

        6.4     Work-Related Covenants. Borrower will:

                (a)     cause the progress of the Work to occur in substantial
                        compliance with the Work Progress Schedule, subject to
                        Force Majeure Events, all in accordance with the Plans
                        and Specifications, Construction Contract(s), applicable
                        laws, regulations and private restrictions, the
                        Documents, sound




                                      -34-
<PAGE>   35
                        construction engineering and architectural principles
                        and commonly accepted safety standards, lien free and
                        free from defective materials and workmanship; and cause
                        Completion of the Work to occur on or before the
                        Required Completion Date.

                (b)     (i) pay when due all costs, expenses and claims
                        pertaining to the Work; (ii) deliver to Lender during
                        the course of the Work in order to monitor and/or
                        provide assurance that the Work is proceeding lien free
                        in accordance with the Plans and Specifications, the
                        Construction Contract(s), applicable laws, regulations
                        and private restrictions, the Documents, sound
                        construction; engineering and architectural principles
                        and commonly accepted safety standards: bills of sale,
                        conveyances and paid invoices pertaining to the Work;
                        all waivers and releases of lien or claims on the Real
                        Property and/or the Improvements in connection with the
                        Work which Lender may determine to be necessary or may
                        otherwise reasonably request for its protection; from
                        persons acceptable to Lender, additional engineering or
                        architectural studies and reports as Lender or Lender's
                        Inspector may reasonably require; and (iii) record all
                        notices of commencement/ completion and similar notices
                        permitted by applicable laws and regulations which have
                        the effect of shortening periods within which mechanics
                        and similar liens may be filed;

                (c)     allow Lender, Lender's Inspector and/or its agents and
                        employees to inspect the Work at all reasonable times,
                        with the costs of such inspections to be borne by
                        Borrower to the extent provided in paragraph 6.16(a);

                (d)     not enter into any Architect/Engineer Agreement or
                        Construction Contract with respect to the Improvements
                        except upon terms and with such parties as Lender may
                        approve in writing, such approval not to be unreasonably
                        withheld;

                (e)     deliver all Principal Work-Related Items to Lender
                        promptly after obtaining them (or at such earlier time
                        as may be required pursuant to paragraph 4.1);

                (f)     not amend any of the Principal Work-Related Items except
                        with Lender's prior written approval. not to be
                        unreasonably withheld, and for change orders which (i)
                        do not change the cost of Completion of the Work by more
                        than Ten Thousand Dollars ($10,000) individually or
                        Fifty Thousand Dollars ($50,000) in the aggregate beyond
                        that shown in the Construction Budget as originally
                        approved by Lender and (ii) do not affect the design,
                        structural integrity or quality of the Improvements;



                                      -35-
<PAGE>   36
                (g)     perform all its obligations and preserve its rights
                        under the Principal Work-Related Items and secure the
                        performance of the other parties to the Principal
                        Work-Related Items;

                (h)     deliver to Lender promptly after substantial completion
                        of the Improvements, a survey certified to Lender, Title
                        Insurer (Borrower's Mortgage) and Title Insurer
                        (Purchaser Mortgage) by a licensed surveyor or engineer
                        acceptable to Lender, showing such Improvements and that
                        the location thereof is entirely within the property
                        lines of the Real Property and does not encroach upon,
                        breach, or violate any set back line, easement or
                        similar restriction and meeting ALTA standards and other
                        reasonable requirements of the Lender, Title Insurer
                        (Borrower's Mortgage) and Title Insurer (Purchaser
                        Mortgage);

                (i)     deliver to Lender: prior to each Work-Related Advance,
                        at Lender's option, an endorsement ("date down
                        endorsement") issued by the Title Insurer (Borrower's
                        Mortgage) insuring Lender against any loss by reason of
                        defects in, mechanic's or similar statutory liens upon
                        or unmarketability of the title to the Real Property, as
                        well as insuring that the Borrower's Mortgage, at the
                        time of each Work-Related Advance, constitutes a valid
                        first lien upon the Real Property, subject only to the
                        Permitted Encumbrances; promptly after the construction
                        of the foundation for any building forming part of the
                        Improvements, an endorsement insuring that such
                        foundation is located on the Real Property within all
                        side and set-back lines and does not encroach upon any
                        easements, rights-of-way (public or private) or upon any
                        adjoining landowner's property; and promptly after
                        substantial completion of the Improvements has occurred,
                        an endorsement insuring that the Improvements are
                        located upon the Real Property within all side and
                        setback lines and do not encroach upon any easements,
                        rightsof-way (public or private) or upon any adjoining
                        landowner's property; and upon Completion of the Work, a
                        date down endorsement;

                (j)     after obtaining knowledge or receiving notice thereof,
                        correct or cause to be corrected (i) any material defect
                        in the Work, (ii) any material departure in the
                        completion of the Work from the Plans and Specifications
                        or the Construction Contract(s) (unless expressly
                        permitted in this Agreement or consented to in writing
                        by Lender), any applicable laws, regulations or private
                        restrictions, sound, construction, engineering or
                        architectural principles or commonly accepted safety
                        standards or (iii) any encroachment of any part of the
                        Improvements on any building line, easement linee or
                        restricted area, or any adjacent landowner's property;



                                      -36-
<PAGE>   37
                (k)     promptly deliver to Lender any and all notices received
                        by Borrower that it is not complying with applicable
                        laws, regulations and private restrictions pertaining to
                        the Work or that the Work is not being completed in
                        accordance with the Plans and Specifications, the
                        Construction Contract(s), sound construction,
                        engineering and architectural principles and commonly
                        accepted safety standards,

                (1)     if at any time there exists or appears likely to exist
                        any Uncovered Cost of the Work, Borrower will notify
                        Lender within fifteen (15) Business Days (and in any
                        event prior to the next Advance) after obtaining
                        knowledge thereof; within the earlier of such fifteen
                        (15) Business Day period or fifteen (15) Business Days
                        after Lender's demand that it do so, Borrower will
                        deliver to Lender a cash deposit ("Required Completion
                        Assurance Deposit") equal to the Uncovered Cost of the
                        Work; in the event of any dispute, the necessity for and
                        amount of the Required Completion Assurance Deposit
                        shall be determined by Lender; the Required Completion
                        Assurance Deposit shall be deposited in an
                        interest-bearing account, such interest accruing to the
                        benefit of Borrower, provided that Lender will disburse
                        the Required Completion Assurance Deposit to pay and/or
                        reimburse Borrower for the costs of the Work prior to
                        any further disbursement of the Development Loan for
                        such purpose, but subject to the terms and conditions of
                        this Agreement pertaining to the disbursement of
                        Development Loan Advances; and Lender is hereby granted
                        a security interest in all Required Completion Assurance
                        Deposits, together with interest accruing thereon, from
                        time to time held by Lender;

                (m)     cause all materials supplied for or intended to be
                        utilized in the Completion of the Work, but previously
                        not affixed to or incorporated into the Improvements, to
                        be stored on the Real Property with adequate safeguards,
                        as reasonably required by Lender, to prevent loss,
                        theft, damage or commingling with other materials; and

                (n)     promptly after receipt by Borrower (but in no event
                        later than the Required Completion Date), deliver to
                        Lender copies of all certificates of acceptance and/or
                        occupancy relating to the Work.

        6.5     (a)     Compliance with Laws. Borrower has complied, and will
                        comply, with all applicable laws and regulations,
                        including, without limitation, all laws and regulations
                        of the state in which the Time-Share Project is located
                        and all other governmental jurisdictions in which the
                        TimeShare Project is located or in which Time-Share
                        Interests will be sold or offered for sale.


                                      -37-
<PAGE>   38
                        Share Project is located or in which Time-Share
                        Interests will be sold or offered for sale.

                (b)     Sales Activities. Borrower has not yet sold any
                        Time-Share Interest or offered any.' Time-Share Interest
                        for sale. Borrower will not sell any Time-Share Interest
                        or offer any Time-Share Interest for sale in any
                        jurisdiction, unless: (i) Borrower has delivered to
                        Lender true and complete copies of the Minimum Required
                        Time-Share Approvals, all other approvals required to be
                        obtained by Borrower in such jurisdiction prior to
                        engaging in its proposed conduct, and all other evidence
                        required by Lender that Borrower has complied with all
                        laws of such jurisdiction governing its proposed
                        conduct; and (ii) Borrower has delivered to Lender the
                        Time-Share Program Consumer Documents and the TimeShare
                        Program Governing Documents which Borrower will be using
                        in connection with the Time-Share Project and the sale
                        or offering for sale of Time-Share Interests and such
                        documents have been approved by Lender, which approval
                        shall not be unreasonably withheld. Borrower will submit
                        to the appropriate department of the Commonwealth of
                        Virginia not later than August 15, 1995, an application
                        for the issuance of the Minimum Required Time-Share
                        Approvals which complies with applicable' laws and
                        regulations and will thereafter diligently pursue
                        approval of such application and the issuance of the
                        Minimum Required Time-Share Approvals. Not later than
                        October 15, 1995, Borrower will deliver to Lender the
                        Minimum Required Time-Share Approvals, the Time-Share
                        Program Governing Documents and Time-Share Program
                        Consumer Documents (which have, to the extent required,
                        been approved for use in the Commonwealth of Virginia)
                        and will take all steps necessary to commence the sale
                        of Time-Share Interests in the Commonwealth of Virginia,
                        and from and after October 15, 1995, Borrower will
                        maintain an active marketing program for the sale of
                        Time-Share Interests in conformance with all applicable
                        laws and regulations and consistent with the provisions
                        of this paragraph and the terms and conditions of
                        Borrower's Mortgage pertaining to the sale of Time-Share
                        Interests.

                (c)     Time-Share Interest Not a Security. Borrower has not
                        sold or offered for sale any Time-Share Interest as an
                        investment. Neither the sale nor the offering for sale
                        of any Time-Share Interest would constitute the sale or
                        the offering of a security for sale under any applicable
                        law.

                (d)     Zoning Compliance. Neither time-share use nor other
                        transient use and occupancy of the Real Property
                        violates or will violate or constitute a non-conforming
                        use or require a variance under any private covenant or
                        restriction or any zoning, use or similar law, ordinance
                        or



                                      -38-
<PAGE>   39
        6.6     (a)     Eligible Instruments. Each Instrument which is assigned
                        to Lender pursuant to this Agreement and against which
                        an Advance is requested shall be an Eligible Instrument
                        at the time of assignment. Borrower has performed all of
                        its obligations to Purchasers, and there are no
                        executory obligations to Purchasers to be performed by
                        Borrower, except for Completion of the Work. Borrower
                        further warrants and guarantees the enforceability of
                        the Receivables Collateral.

                (b)     No Modification of Receivables Collateral or Payments by
                        Borrower. Without the prior written consent of Lender,
                        Borrower will not cancel or materially modify, or
                        consent to or acquiesce in any material modification
                        (including. without limitation, any change in the
                        interest rate or amount, frequency or number of
                        payments) to, or solicit the prepayment of, any
                        Instrument which constitutes part of the Receivables
                        Collateral; or waive the timely performance of the
                        obligations of the Purchaser under any such Instrument
                        or its security; or release the security for any such
                        Instrument. Borrower will not pay or advance directly or
                        indirectly for the account of any Purchaser any sum
                        required to be deposited or owing by the Purchaser
                        either under any Purchase Contract or under any
                        Instrument which constitutes part of the Receivables
                        Collateral.

                (c)     Fulfillment of Obligations to Purchasers. Borrower at
                        all times will fulfill and will cause its Affiliates,
                        agents and independent contractors at all times to
                        fulfill all obligations to Purchasers. Borrower will
                        perform all of its obligations under the Time-Share
                        Program Consumer Documents and the Time-Share Program
                        Governing Documents.

                (d)     No Modification of Time-Share Documents. Borrower,
                        without the prior written consent of Lender, will not
                        cancel or materially modify any of the Time-Share
                        Program Consumer Documents or the Time-Share Program
                        Governing Documents.

                (e)     Associations: Assessments and Reserves. Upon and after
                        closing of the Time-Share Interest purchased, each
                        Purchaser will automatically be a member of the
                        Time-Share Association and will be entitled to vote on
                        the affairs thereof. The Time-Share Association will at
                        all times be governed by a board of directors. Until the
                        time ("Developer Control Termination Date") Borrower
                        conveys fee simple title to the Time-Share Project,
                        excluding the units, Borrower shall be responsible for
                        all costs ("Project Operation Costs") associated with
                        the control, management and operations of the Time-Share
                        Project, except "time-share interest occupancy expenses"
                        which are all costs and expenses incurred in the
                        interior use and occupancy of completed Time-Share
                        Interest units,



                                      -39-
<PAGE>   40
                        including, but not limited to maintenance and
                        housekeeping charges, repairs. refurbishing costs,
                        insurance premiums, properly allocated labor and
                        overhead costs, utility charges and deposits and the
                        cost of periodic repair and replacement to wall and
                        window treatments, and furnishings, including furniture
                        and appliances. The Time-Share Association board has the
                        authority to fix and levy pro rata upon each Purchaser
                        annual assessments to meet timeshare interest occupancy
                        expenses. From and after the Developer Control
                        Termination Date, the Time-Share Association board will
                        have the authority to fix and levy pro rata upon each
                        Purchaser annual assessments to cover all costs
                        associated with the control, management and operations
                        of the Time-Share Project; provided, however, that from
                        and after such date, Borrower shall at its expense
                        complete all of the amenities and facilities comprising
                        the Project and shall use its best efforts to cause the
                        Time-Share Association board to pay the Project
                        Operation Costs. The obligations of Borrower under this
                        Paragraph are in addition to and not in limitation of
                        its other Obligations under the Documents, including
                        without limitation, its Obligations under paragraphs
                        6.5(a), 6.6(c) and 6.6(f).

                (f)     Title and Condition of Amenities. Subject to the
                        provisions of the Time Share Program Governing Documents
                        as and when the same are recorded, the Time-Share
                        Association or the owners of Time-Share Interests in
                        common will at all times own the furnishings in the
                        Time-Share Project dwelling units and all the common
                        areas in the Time-Share Project and other amenities
                        which have been promised or represented as being
                        available to Purchasers, free and clear of liens and
                        security interests except for the Permitted
                        Encumbrances; and no part of the Time-Share Project is
                        subject to partition by the owners of Time-Share
                        Interests except as permitted by Virginia Code Section
                        55-373(c). Borrower will maintain or cause to be
                        maintained in good condition and repair all common areas
                        in the Time-Share Project and other amenities which have
                        been promised or represented as being available to
                        Purchaser and which are not the responsibility of the
                        Time-Share Association to maintain and repair. Borrower
                        will maintain a reasonable reserve to assure compliance
                        with the terms of the foregoing sentence.

        6.7     Collection of Receivables Collateral. Borrower will undertake
                the diligent and timely collection of amounts delinquent under
                each Instrument which constitutes part of the Receivables
                Collateral and will bear the entire expense of such collection.
                Lender shall have no obligation to undertake any action to
                collect under any Instrument.



                                      -40-
<PAGE>   41
        6.8     Notice of Lender's Interest. Borrower will notify persons bound
                thereby of the existence of Lender's interest as assignee in the
                Receivables Collateral. Borrower will deliver such notice under
                its letterhead and will cause such notice to comply with Va.
                Code Section 55-389.

        6.9     (a)     Restrictions on Additional Indebtedness. Without the
                        prior written consent of Lender not to be unreasonably
                        withheld, and subject to the additional restrictions set
                        forth in subparagraph (b) below. Borrower will not incur
                        any additional debt (including without limitation any
                        contingent or guarantor liability), except for the
                        following ("Permitted Debt"): (i) short term accounts
                        payable incurred in connection with the operation of the
                        Time-Share Project; (ii) construction financings for
                        subsequent time-share phases of the Greensprings
                        Plantation Resort which are not secured by any of the
                        Collateral and cannot subject any of the Collateral to a
                        mechanics' or similar lien and in connection with which
                        the construction lenders have executed non-disturbance
                        agreements which are satisfactory to Lender and provide
                        non-disturbance rights of the type described in
                        paragraph 4.1A(b)(xxvii): and (iii) receivables
                        financings which are not secured by any of the
                        Collateral and are funded when Borrower is not in
                        default of its obligations Lender paragraph 2.4. Without
                        limiting the generality of the foregoing, as a condition
                        to approval of any third party loan or financing which
                        is not Permitted Debt, Lender may require evidence that
                        such third party has executed non-disturbance agreements
                        which are satisfactory to Lender and provide
                        non-disturbance rights of the type described in
                        paragraph 4.1A(b)(xxvii). Notwithstanding anything in
                        this paragraph 6.9(a) to the contrary, the provisions of
                        the preceding sentences of this paragraph 6.9 will
                        terminate when the Development Loan has been paid in
                        full and Lender has no further obligation to make
                        Development Loan Advances: provided, however, that such
                        termination shall not affect the restrictions set forth
                        in paragraph 2.4 or 6.9(b).

                (b)     Restrictions on Liens or Transfers. Borrower, without
                        the prior written consent of Lender not to be
                        unreasonably withheld, will not: (i) sell, convey,
                        lease, pledge, hypothecate, encumber or otherwise
                        transfer any security for the Performance of the
                        Obligations; (ii) permit or suffer to exist any liens,
                        security interests or other encumbrances on any of the
                        Collateral, except for the Permitted Encumbrances and
                        liens and security interests expressly granted to
                        Lender; (iii) sell, lease, transfer or dispose of all or
                        substantially all of its assets to another entity, or
                        (iv) permit or suffer to exist any transfer of any of
                        the ownership interests or control of Borrower or any of
                        its venturers. As a condition to


                                      -41-
<PAGE>   42
                        approval of any lien, security interest or other charge
                        upon any of the Collateral, Lender may require that the
                        third party execute a subordination agreement
                        satisfactory to Lender and that Borrower deliver to
                        Lender such information as Lender may reasonably request
                        with respect to such third party loan and/or financing.

        6.10    Insurance. Borrower will pay the cost of and will maintain and
                deliver to Lender evidence of insurance policies required by
                Lender which are written by insurers and are in amounts and on
                forms reasonably satisfactory to Lender.

        6.11    (a)     No Misrepresentations. The Documents and all
                        certificates, financial statements and written materials
                        furnished to Lender by or on behalf of Borrower in
                        connection with the Loans do not contain any untrue
                        statement of a material fact or omit to state a fact
                        which materially adversely affects or in the future may
                        materially adversely affect the Collateral, the
                        Time-Share Project, the business or financial condition
                        of Borrower, or the ability of Borrower to Perform the
                        Obligations.

                (b)     Reliance. Lender's examination, inspection, or receipt
                        of information pertaining to the Collateral or the
                        Time-Share Project and its proposed operation shall not
                        in any way be deemed to reduce the full scope and
                        protection of the warranties, representations and
                        Obligations contained in this Agreement.

        6.12    (a)     Sales Reports. On or before the fifteenth (15th) day of
                        each month, Borrower will cause to be furnished to
                        Lender (i) the reports required pursuant to paragraph
                        5.4(a) and (ii)if requested by Lender, a sales report
                        for the prior month showing the number of sales and
                        closing of Time-share Interests and the aggregate dollar
                        amount thereof, including down payments.

                (b)     Financial Information. Borrower will furnish or cause to
                        be furnished to Lender within one hundred twenty (120)
                        days after each fiscal year of the subject, a copy of
                        the current annual financial statements of Borrower,
                        each Guarantor and, subject to the best efforts of
                        Borrower, the Time-Share Association. Such financial
                        statements shall contain a balance sheet as of the end
                        of the relevant fiscal period and statements of income
                        and of cash flow for such fiscal period (together. in
                        each case, with the comparable figures for the
                        corresponding period of the previous fiscal year), all
                        in reasonable detail. All financial statements shall be
                        prepared in accordance with generally accepted
                        accounting principles, consistently applied. All
                        financial statements of Borrower and the Time-Share
                        Association shall be certified by the chief



                                      -42-
<PAGE>   43
                        financial officer of such entity. Annual statements of
                        Borrower and the Time-Share Association shall be audited
                        and certified by a recognized firm of certified public
                        accountants reasonably satisfactory to Lender. Together
                        with such financial statements, Borrower will deliver to
                        Lender a certificate signed by Borrower's chief
                        financial officer stating that there exists no Event of
                        Default or Incipient Default or, if any such Event of
                        Default or Incipient Default exists, specifying the
                        nature and period of its existence and what action
                        Borrower proposes to take with respect to it. Such
                        certificate shall state specifically that Borrower is in
                        compliance with paragraphs 6.9(a), and 6.18 through
                        6.23, inclusive, and shall set forth in reasonable
                        detail the calculations upon which such certification is
                        based.

                (c)     Time-Share Project and Sales Information. Borrower will
                        deliver to Lender from time to time, as available, and
                        promptly upon amendment or effective date: current price
                        lists, sales literature, registrations/consents to sell,
                        and final subdivision public reports/public offering
                        statements/prospectuses. Borrower will deliver to Lender
                        any changes which Borrower proposes or any other person
                        having the power to do so proposes be made to the
                        Time-Share Program Consumer Documents and/or the
                        Time-Share Program Governing Documents last delivered to
                        Lender, together with a description and explanation of
                        the changes; and other items requested by Lender which
                        relate to the Time-Share Interests.

                (d)     Right to Inspect. Borrower will at its expense permit
                        Lender and its representatives at all reasonable times
                        to inspect the Time-Share Project and to inspect, audit
                        and copy Borrower's books and records.

                (e)     Time-Share Association Budgets. Borrower will submit to
                        Lender, (i) with respect to the budget for the
                        Time-Share Association's 1996 fiscal year, by September
                        30, 1995, and (ii) with respect to budgets for
                        subsequent years annually within ten (10) days after
                        each is available, proposed annual maintenance and
                        operating budgets of the Time-Share Association,
                        certified to be adequate by the Time-Share Manager (or
                        if there is not a Time-Share Manager, by an authorized
                        officer of the Association) and a statement of the
                        annual assessment to be levied upon the owners of
                        Time-Share Interests: and will use its best efforts to
                        cause to be made available to Lender for inspection,
                        auditing and copying, upon Lender's request, the books
                        and records of the Time-Share Association.



                                      -43-
<PAGE>   44
                (f)     Additional Information. Borrower will make available
                        such further information as Lender may from time to time
                        reasonably request.

        6.13    Subordination of Indebtedness Owing to Affiliates. Borrower will
                cause any and all indebtedness owing by it to its venturers,
                Guarantors, or the shareholders, directors, officers, partners,
                members, relatives and Affiliates of Borrower or the foregoing
                and all liens, security interests and other charges on the
                assets of Borrower, including, without limitation, the
                Collateral, to be fully subordinated in all aspects to the
                Obligations pursuant to written agreements satisfactory to
                Lender: provided, however, that if neither an Event of Default
                nor an Incipient Default then exists or will exist after giving
                effect to such payment, such subordination shall not extend to
                (i) reasonable salaries and fees at normal and customary rates
                for services actually rendered and other distributions expressly
                permitted pursuant to the terms of this Agreement or (ii)
                regularly scheduled payments in accordance with the written
                agreements described in this paragraph. Any such creditor shall
                execute a written subordination agreement in form and substance
                satisfactory to Lender.

        6.14    No Default for Third Party Obligations. Borrower is not in
                default under any other agreement evidencing, guaranteeing or
                securing borrowed money or a receivables purchase financing or
                in violation of or in default under any material term in any
                other material agreement, instrument, order, decree or judgment
                of any court, arbitration or governmental authority to which it
                is a party or by which it is bound.

        6.15    Payment of Taxes. Borrower has filed and will file all tax
                returns and has paid and will pay all taxes, assessments, levies
                and penalties, if any, required to be filed by it or paid by it
                to any governmental or quasi-governmental authority or
                subdivision, including real estate taxes and assessments
                relating to the Time-Share Project or the Collateral. Borrower
                will provide to Lender not more than thirty (30) days after such
                taxes and assessments become due evidence that all taxes and
                assessments on the Units and Time-Share Project common areas and
                related amenities have been paid in full.

        6.16    Fees, Costs and Expenses.

                (a)     Loan Fees and Documentation Fee. Borrower will pay to
                        Lender the Development Loan Fee and the Receivables Loan
                        Fee. The Development Loan Fee and Receivables Loan Fee
                        have been earned and shall be non-refundable. Lender
                        acknowledges receipt of Ten Thousand Dollars ($10,000)
                        of the Receivables Loan Fee. Borrower will pay the
                        entire Development Loan Fee and Ninety Thousand Dollars
                        of the Receivables Loan Fee at the time of the initial
                        Development Loan Advance, but not later than July 15,
                        1995. Borrower



                                      -44-
<PAGE>   45
                        will pay the balance of the Receivables Loan Fee in five
                        (5) payments of $50,000, one of such payments payable on
                        each of the dates on which an Advance is made which
                        causes the then outstanding principal balance of the
                        Receivables Loan to exceed $10,000.000, $15,000,000,
                        $20,000,000, $25,000,000, and $30,000,000 respectively,
                        but the full amount of the Receivables Loan Fee shall be
                        payable not later than (i) the date thirty (30) months
                        after the initial Receivables Loan Advance or (ii) the
                        last day of the Receivables Loan Borrowing Term,
                        whichever first occurs. Borrower will pay on demand any
                        and all costs and expenses incurred by Lender (exclusive
                        of Lender's employee's expenses, but inclusive of travel
                        expenses) in connection with the initiation,
                        documentation and closing of the Loans, the making of
                        Advances, the protection of the Collateral, or the
                        enforcement of the Obligations against Borrower,
                        including, without limitation, all attorneys' and other
                        professionals' fees (including, without limitation,
                        reasonable out-of-pocket expenses and reasonable and
                        normal charges of such attorneys' and professionals for
                        photocopy, telecopy and computer services, and staff
                        overtime), consumer credit reports [not to exceed ten
                        percent (10%) of the Instruments assigned to Lender at
                        the time of such Assignment if current (no more than six
                        months old) credit reports are provided by Borrower at
                        such time and not to exceed twenty-five percent (25%) of
                        such Instruments if current credit reports are not
                        provided by Borrower], and revenue, documentary stamp,
                        documentary transaction and intangible taxes. However,
                        Borrower will have no obligation to pay or reimburse
                        Lender for Lender's attorneys' fees (excluding
                        reasonable out-of-pocket expenses and reasonable and
                        normal charges for photocopy and telecopy services)
                        which are incurred in connection with the Original
                        Services, or are otherwise incurred in connection with
                        the closing of the first Advance and are in excess of
                        Fifteen Thousand Dollars ($15,000), unless caused by the
                        negligence of Borrower or third parties, the lack of
                        diligence or cooperation by Borrower or third parties in
                        the negotiation of the Documents and the closing of the
                        first Advance, changes requested by Borrower to the
                        commitment letter from Lender to Borrower dated June 30,
                        1995, and accepted on June 30 1995, or circumstances
                        which would not reasonably have been foreseen by Lender
                        or its counsel. Furthermore, Borrower will have no
                        obligation to pay or reimburse Lender for the fees and
                        costs (including out-of-pocket expenses and charges for
                        photocopy and telecopy services) of Lender's Inspector
                        in excess of Three Thousand Dollars ($3,000) for the
                        services described in subparagraphs 8.1(a), (b) and (d),
                        unless caused by the negligence or lack of diligence or
                        cooperation by Borrower or third parties.



                                      -45-
<PAGE>   46
                (b)     Custodial Fee. In addition to all other fees required to
                        be paid in connection with the Loan, Borrower shall pay
                        to Lender a fee ("Custodial Fee") equal to Ten Dollars
                        ($10) per each Instrument which is delivered to Lender
                        in connection with the Loan and is in the physical
                        custody of Lender. The Custodial Fee for an Instrument
                        shall be paid by Borrower to Lender at the time the
                        Instrument is assigned to Lender. After the Custodial
                        Fee is paid for an Instrument, no fee shall be payable
                        to Lender pursuant to paragraph 3.2 in replacement for
                        an Instrument for which Borrower has paid the Custodial
                        Fee. Once a Custodial Fee has been paid to Lender,
                        Borrower shall not be entitled to any reimbursement of
                        any portion hereof.

                (c)     Availability Advance Fee. Borrower will pay to Lender,
                        at the time of any Advance, a fee ("Availability Fee")
                        equal to one percent (1.0%) of the amount of such
                        Advance which constitutes an Availability Advance.

        6.17    Indemnification. Borrower will INDEMNIFY, PROTECT, HOLD
                HARMLESS, and defend Lender, its successors, assigns and
                shareholders (including corporate shareholders), and the
                directors, officers, employees, servants and agents of the
                foregoing, for, from and against (a) any and all liability,
                damage, penalties, or fines, loss, costs or expenses (including,
                without limitation, court costs, and attorneys' fees), (b) any
                and all claims and demands whatsoever asserted against it and
                arising from or brought in connection with the Time-Share
                Project, the Collateral, Lender's status by virtue of the
                Documents, creation of Security Interests, the terms of the
                Documents or the transactions related thereto, or any act or
                omission of Borrower or any Agent, or their respective employees
                or agents, whether actual or alleged unless such act or omission
                is caused by Lender's gross negligence or willful misconduct,
                and (c) any and all brokers' commissions or finders' fees or
                other costs of similar type by any party in connection with any
                of the Loans. On written request by a person or other entity
                covered by the above agreement of indemnity, Borrower will
                undertake, at its own cost and expense, on behalf of such
                indemnitee, using counsel satisfactory to the indemnitee, the
                defense of any legal action or proceeding to which such person
                or entity shall be a party. At Lender's option, Lender may at
                Borrower's expense prosecute or defend any action involving the
                priority, validity or enforceability of the Security Interests
                in the security for the Performance of the Obligations.

        6.18    Limitations on Distributions and Loans. Except for advances to
                Offsite International , Inc., in an amount from time to time
                approved in writing by Lender in respect of marketing fees for
                Time-Share Interests sold but not yet released from escrow and
                which may otherwise be paid to Offsite International , Inc.
                pursuant to paragraph 6.13, Borrower will not make distributions
                (inclusive of the making of loans to or investments in any of
                its


                                      -46-
<PAGE>   47
                venturers and/or any other Affiliate of Borrower but exclusive
                of the repayment of loans from any of its venturers and/or any
                other Affiliate of Borrower) unless (a) the Development Loan is
                repaid in full and (b) after giving effect to such distribution,
                there exists neither an Event of Default nor an Incipient
                Default; and when permitted, distributions by Borrower shall be
                limited to the lesser of (A) one hundred percent (100%) of
                Borrower's net income or (B) one hundred percent (100%) of
                Borrower's net cash flow, in each case measured from December
                31, 1995. As used above, "net income" shall be determined in
                accordance with generally accepted accounting principles applied
                on a consistent basis, and "net cash flow" shall mean for any
                period the net income or loss of the subject determined in
                accordance with generally accepted accounting principles
                consistently applied (excluding the effect of any extraordinary
                gains or losses from sales of property not in the ordinary
                course of business), plus (a) depreciation, (b) amortization and
                (c) other non-cash expenses during such period to the extent
                deducted from revenues in calculating net income and less
                capital expenditures to the extent paid in such period. The
                foregoing notwithstanding, Borrower may pay salaries and fees to
                its venturers and to other Affiliates of Borrower, subject to
                the restrictions set forth in paragraph 5.13: and may make
                quarterly distributions to its venturers in an aggregate amount
                not exceeding the federal income tax liability of such venturers
                with respect to income of Borrower for the preceding quarter
                attributable to such venturers, but taking into account any
                losses realized or reasonably expected to be realized during any
                preceding or subsequent quarter for the same calendar year. Such
                distributions shall be calculated based upon the marginal tax
                rate which would be applicable if the taxpayer has no other
                taxable income, deductions or credits.

        6.19    Limitation on Marketing Expenses. Borrower will not incur
                marketing expenses with respect to sales of the Time-Share
                Interests that exceed an amount equal to forty-five percent
                (45%) of all net sales of Time-Share Interests. Compliance with
                this covenant will be tested as of the end of each of its fiscal
                quarters on a twelve (12) month rolling basis. For purposes of
                this Agreement, "marketing expenses" for any period means the
                aggregate of all costs and expenses for commissions and sales
                relating to Time-Share Interests sold during such period,
                including, without limitation, advertising, mailing, consumer
                premiums, sales referrals and lead generation of sales leads,
                and "net sales" for any period shall mean the gross sales
                prices of all Time-Share Interests sold during such period
                reduced by the gross sales prices of Time-Share Interests that
                are canceled or rescinded during such period.

        6.20    Limitation on General and Administrative Expenses. Borrower
                shall not incur general and administrative expenses in excess of
                ten percent (10%) of net sales. For purposes hereof, "general
                and


                                      -47-
<PAGE>   48
                administrative expenses" are defined as all Borrower's operating
                expenses less marketing expenses.

        6.21    Net Worth Maintenance. Borrower must maintain a tangible net
                worth, determined in accordance with generally accepted
                accounting principles, in an amount not less than One Hundred
                Twenty-Five Thousand Dollars ($125,000).

        6.22    Minimum Average Sales Price. Borrower will maintain an average
                gross sales price of not less than Thirteen Thousand Dollars
                ($13,000) per annual Time-Share Interest and Six Thousand Five
                Hundred Dollars ($6,500) per biannual Time-Share Interest,
                tested as of the end of each of its calendar quarters through
                June 30, 1996 for the period beginning on the date of this
                Agreement. Borrower will maintain Fourteen Thousand Dollars
                ($14,000) per annual Time-Share Interest sold and not less than
                Seven Thousand Dollars ($7,000) per biannual Time-Share Interest
                sold, tested as of the end of each of its fiscal quarters
                beginning September 30, 1996 on a twelve (12) month rolling
                basis.

        6.23    Minimum Net Sales. Borrower will not permit net sales of
                Time-Share Interests for the Time-Share Project to be less than
                the volumes determined according to the following schedule
                during the periods set forth in such schedule:


<TABLE>
<CAPTION>
                   For 6 Month Periods Ending                   Minimum Sales
<S>                                                             <C>
                   June 30, 1996                                   $7,000,000
                   December 31, 1996                              $13,000,000
                   June 30, 1997                                   $7,000,000
                   December 31, 1997                              $13,000,000
</TABLE>

        6.24    Payment of Impositions. All Impositions imposed upon Lender by
                reason of the Documents or Instruments shall be promptly paid by
                Borrower upon demand. If Lender has not received evidence
                satisfactory to it from Borrower that such taxes have been paid
                by Borrower within five (5) days after demand was made upon
                Borrower to make such payment, Lender may, at its option, pay
                the same, and Borrower shall immediately reimburse Lender for
                such sums so expended, together with interest at the Default
                Rate. As used in this paragraph, "Impositions" means any and all
                taxes (other than any tax measured by net income payable by
                Borrower to the Commonwealth of Virginia or any political
                subdivision thereof or to any State of the United States or
                political subdivision thereof or to the United States under
                Section 11 or 1201 of the Internal Revenue Code, as amended, in
                consequence of the receipt of payments provided for in the
                Documents), license fees, assessments, charges, fines,
                penalties, property, privilege,



                                      -48-
<PAGE>   49
                excise, real estate or other taxes currently or hereafter levied
                or imposed by the Commonwealth of Virginia, the United States of
                America or any political subdivision of either thereof, upon or
                in connection with or measured by the Documents or any sale,
                rental, use, payments, delivery or transfer of title under the
                terms of the Instruments.

        6.25    Perfection of Security Interests. Borrower will execute or cause
                to be executed all documents and do or cause to be done all acts
                necessary for Lender to perfect or evidence and to continue the
                perfection of the Security Interest of Lender in the Collateral
                or otherwise to effect the intent and purposes of the Documents.

        6.26    Survival and Additional Representations, Warranties and
                Covenants. The representations, warranties and covenants
                contained in this Article VI are in addition to, and not in
                derogation of, the representations and warranties contained
                elsewhere in the Documents and shall be deemed to be made and
                reaffirmed prior to the making of each Advance.

7.      DEFAULT

        7.1     Events of Default. The occurrence of any of the following events
                or conditions shall constitute an Event of Default by Borrower
                under the Documents:

                (a)     failure of Lender to receive from Borrower within five
                        (5) Business Days of the date when due and payable any
                        amount payable under either Note, except for a payment
                        due at the Maturity Date of a Note for which no grace
                        period is allowed;

                (b)     failure of Lender to receive from Borrower within thirty
                        (30) days of the date when due and payable any payment
                        due under the Documents not referred to in item (a)
                        above;

                (c)     any representation or warranty which is made by a person
                        other than Lender and is contained in the Documents or
                        in any certificate furnished to Lender under the
                        Documents by or on behalf of Borrower (other than by
                        Lender's Inspector) proves to be, in any material
                        adverse respect, false or misleading as of the date
                        deemed made;

                (d)     a default in the Performance of the Obligations set
                        forth in paragraph 3.2, 3.6, 6.9(a), 6.9(b)(i),
                        6.9(b)(iii), 6.9(b)(iv) or 6.10;

                (e)     a default in the Performance of the Obligations or a
                        violation of any term, covenant or provision of the
                        Documents (other than a default or violation referred to
                        elsewhere in this paragraph 7.1) which continues
                        unremedied (i) for a period of thirty (30) days after
                        notice of such



                                      -49-
<PAGE>   50
                        default or violation to Borrower in the case of a
                        default under or violation of paragraph 6.9(b)(ii),
                        6.13, 6.18, 6.19, 6.20, 6.21. 6.22 and 6.23 or any
                        default or violation which can be cured by the payment
                        of money alone or (ii) for a period of thirty (30)
                        Business Days after notice to Borrower in the case of
                        any other default or violation, plus, only if the
                        default is not reasonably susceptible to cure within
                        such thirty (30) Business Day period but Borrower has
                        within such period begun efforts to effect such cure and
                        continues to diligently pursue such cure. such
                        additional period of time as may be required for
                        Borrower to effect such cure, but in no event shall the
                        combined period exceed sixty (60) calendar days after
                        the original notice to Borrower;

                (f)     an "Event of Default," as defined in the Powhatan
                        Assignment, any of the Borrower's Assignments or the
                        Borrower's Mortgage;

                (g)     any default by Borrower under any other agreement
                        evidencing, guaranteeing or securing borrowed money or a
                        receivables purchase financing involving an obligation
                        in excess of One Hundred Thousand Dollars ($100,000) to
                        make a payment of principal or interest or to repurchase
                        receivables or any other material default by Borrower
                        permitting the acceleration of the payment or repurchase
                        obligations of Borrower, which payment or repurchase
                        obligations entitled to be accelerated are in excess of
                        One Hundred Thousand Dollars ($100,000) in the
                        aggregate;

                (h)     any final, non-appealable judgment or decree for money
                        damages or for a fine or penalty against Borrower which
                        is not paid and discharged or stayed within thirty (30)
                        days thereafter and when aggregated with all other
                        judgment(s) or decree(s) that have remained unpaid and
                        undischarged or stayed for such period is in excess of
                        One Hundred Thousand Dollars ($100,000);

                (i)     any party holding a lien or security interest in any
                        Collateral (other than a lien created by Purchaser
                        solely with respect to its Time-Share Interest)
                        commences foreclosure or similar sale thereof;

                (j)     Borrower shall (i) generally not be paying its debts as
                        they become due. (ii) file, or consent by answer or
                        otherwise to the filing against it of a petition for
                        relief or reorganization, arrangement or liquidation or
                        any other petition in bankruptcy or insolvency under the
                        laws of any jurisdiction, (iii) make an assignment for
                        the benefit of its creditors, (iv) consent to the
                        appointment of a custodian, receiver, trustee or other
                        officer with similar powers for itself or any
                        substantial part of its property,


                                      -50-

<PAGE>   51
                        (v) be adjudicated insolvent, (vi) dissolve or commence
                        to wind-up its affairs or (vii) take any action for
                        purposes of the foregoing; or a petition for relief or
                        reorganization, arrangement or liquidation or any other
                        petition in bankruptcy or insolvency or the appointment
                        of a custodian under the laws of any jurisdiction is
                        filed against it or a custodian is appointed for
                        Borrower, the Collateral or any material part of its
                        properties and such proceeding is not dismissed and
                        appointment vacated within ninety (90) days thereafter:

                (k)     any of the events enumerated in paragraphs 7.1(b), (c),
                        (e), (g), (h), (i) or (j) occurs with respect to any
                        Guarantor or other surety for the Performance of the
                        Obligation:

                (1)     failure of Lender to receive from Borrower, within
                        thirty (30)days of the date Borrower knows of such
                        change, notice of any material change in any
                        representations or warranties in the Documents or
                        otherwise made in connection with either of the Loans;

                (m)     an order or decree has been entered by any court of
                        competent jurisdiction enjoining the construction or
                        intended use of the Time-Share Project or any portion
                        thereof as a time-share resort and judgment is not
                        vacated within ninety (90) days after Borrower has
                        obtained knowledge or notice thereof;

                (n)     at any time prior to Completion of the Work, Borrower
                        (i) abandons the Work or (ii) delays construction or
                        suffers construction to be delayed for any period of
                        time, for any reason whatsoever not covered by item (i)
                        above so that Completion of the Work cannot be
                        accomplished in the ordinary course of construction, in
                        the reasonable judgment of Lender, on or before the
                        Required Completion Date; or

                (o)     during three (3) consecutive months the unpaid principal
                        balance of Instruments which constitute part of the
                        Receivables Collateral and become more than fifty-nine
                        (59) days past due exceeds three percent (3%) of the
                        unpaid principal balance of all Eligible Instruments on
                        the first of such month; provided, however, that the
                        same shall not constitute an Event of Default hereunder
                        so long as such delinquent principal balance does not
                        exceed three percent (3%) of the unpaid principal
                        balance of all Eligible Instruments for any of the three
                        (3) consecutive months following the third month for
                        which such delinquency test was not met.

        7.2     Remedies. At any time after an Event of Default has occurred and
                while it is continuing, Lender may but without obligation, in



                                      -51-
<PAGE>   52
                addition to the rights and powers granted elsewhere in the
                Documents and not in limitation thereof, do any one or more of
                the following:

                (a)     cease to make further Advances;

                (b)     declare the Notes (or either of them), together with
                        prepayment premiums and all other sums owing by Borrower
                        to Lender in connection with the Documents, immediately
                        due and payable without notice, presentment, demand or
                        protest, which are hereby waived by Borrower;

                (c)     with respect to the Receivables Collateral, (i)
                        institute collection, foreclosure and other enforcement
                        actions against Purchasers and other persons obligated
                        on the Receivables Collateral, (ii) enter into
                        modification agreements and make extension agreements
                        with respect to payments and other performances, (iii)
                        release persons liable for performance, (iv) settle and
                        compromise disputes with respect to payments and
                        performances claimed due, all without notice to
                        Borrower, without being called to account therefor by
                        Borrower and without relieving Borrower from Performance
                        of the Obligations, and (v) receive, collect, open and
                        read all mail of Borrower for the purpose of obtaining
                        all items pertaining to the Receivables Collateral;

                (d)     apply the then balance of the Required Completion
                        Assurance Deposits to the satisfaction of the
                        Obligations in such order and manner as Lender may
                        determine:

                (e)     (i) continue and/or cause Completion of the Work: (ii)
                        take exclusive possession of the Property or any part
                        thereof: (iii) expend such funds as Lender may deem
                        appropriate, including the Required Completion Assurance
                        Deposit(s) (if any), any other funds of Borrower held by
                        Lender and any sums which may remain unadvanced
                        hereunder, to continue and/or cause Completion of the
                        Work; (iv) demand and receive performances due under the
                        Principal Work-Related Items and the other Contracts,
                        Intangibles, Licenses and Permits: (v) make such changes
                        to the scope of the Work and to the Principal
                        Work-Related Items and other Contracts, Intangibles,
                        Licenses and Permits as may be necessary or desirable in
                        Lender's judgment: (vi) file claims, institute
                        enforcement actions and otherwise prosecute and defend
                        all actions or proceedings relating to the Work, the
                        Principal Work-Related Items and the other Contracts,
                        Intangibles, Licenses and Permits as Lender may
                        determine to be necessary or desirable in Lender's
                        judgment; (vii) pay, settle or compromise all existing
                        bills and claims which are or may be liens against any
                        of the Property or as Lender may deem to be necessary or
                        desirable in Lender's


                                      -52-
<PAGE>   53
                        judgment for the continuance or Completion of the Work
                        related thereto or the clearance of title, all without
                        notice to Borrower; (viii) execute in Borrower's name
                        all applications, certificates, notices and other
                        instruments and give all instructions and communications
                        which may be required or permitted by the Principal
                        Work-Related Items and other Contracts, Intangibles,
                        Licenses and Permits, as determined by Lender; (ix)
                        cancel or surrender any of the Principal Work-Related
                        Items and the other Contracts, Intangibles and Deposits
                        and enter into new contracts for the Completion of the
                        Work and any changes to the scope of the Work; (x) do
                        any and every act with respect to the Completion of the
                        Work, the Principal Work-Related Items and the other
                        Contracts, Intangibles, Licenses and Permits which
                        Borrower may do in its behalf; (xi) employ such
                        contractors, subcontractors, suppliers, agents,
                        attorneys, architects, accountants, appraisers, security
                        guards and inspectors as Lender may in its judgment deem
                        necessary or desirable to accomplish any of the above
                        purposes; and (xii) receive, collect, open and read all
                        mail of Borrower for the purpose of obtaining all items
                        pertaining to the Work, the Principal Work-Related Items
                        and the other Contracts, Intangibles, Licenses and
                        Permits; and

                (f)     proceed to protect and enforce its rights and remedies
                        under the Documents and to foreclose or otherwise
                        realize upon its security for the Performance of the
                        Obligations, or to exercise any other rights and
                        remedies available to it at law, in equity or by
                        statute.

        7.3     Application of Proceeds During an Event of Default.
                Notwithstanding anything in the Documents to the contrary, while
                an Event of Default exists, any Required Completion Assurance
                Deposits and any cash received and retained by Lender in
                connection with the Receivables Collateral may be applied to
                payment of the Obligations in the manner provided in paragraph
                7.5.

        7.4     Uniform Commercial Remedies: Sale: Assembly of Collateral.

                (a)     UCC Remedies; Sale of Receivables Collateral. Lender
                        shall have all of the rights and remedies of a secured
                        party under the Uniform Commercial Code of the
                        Commonwealth of Virginia and all other rights and
                        remedies accorded to a Secured Party at equity or law.
                        Any notice of sale or other disposition of the
                        Receivables Collateral given not less than ten (10)
                        Business Days prior to such proposed action in
                        connection with the exercise of Lender's rights and
                        remedies shall constitute reasonable and fair notice of
                        such action. Lender may postpone or adjourn any such
                        sale from time to time by announcement at the time and
                        place of sale stated on the notice of sale or by
                        announcement of any adjourned sale, without being
                        required to give a further



                                      -53-
<PAGE>   54
                        notice of sale. Any such sale may be for cash or, unless
                        prohibited by applicable law, upon such credit or
                        installment as Lender may determine. Borrower shall be
                        credited with the net proceeds of such sale only when
                        such proceeds are actually received by Lender in good
                        current funds. Despite the consummation of any such
                        sale, Borrower shall remain liable for any deficiency on
                        the Obligations which remains outstanding following such
                        sale. All net proceeds recovered pursuant to a sale
                        shall be applied in accordance with the provisions of
                        paragraph 7.5.

                (b)     Lender's Right to Execute Conveyances. Lender may, in
                        the name of Borrower or in its own name, make and
                        execute all conveyances, assignments and transfers of
                        the Receivables Collateral sold in connection with the
                        exercise of Lender's rights and remedies; and Lender is
                        hereby appointed Borrower's attorney-in-fact for this
                        purpose.

                (c)     Obligation to Assemble Collateral. Upon request of
                        Lender when an Event of Default exists, Borrower shall
                        assemble the Personal Property, Receivables Collateral
                        not already in Lender's possession and make it available
                        to Lender at a time and place designated by Lender.

        7.5     Application of Proceeds. The proceeds of any sale of all or any
                part of the Receivables Collateral made in connection with the
                exercise of Lender's rights and remedies shall be applied in the
                following order of priorities: first, to the payment of all
                costs and expenses of such sale, including without limitation,
                reasonable compensation to Lender and its agents, attorneys'
                fees, and all other expenses, liabilities and advances incurred
                or made by Lender, its agents and attorneys, in connection with
                such sale, and any other unreimbursed expenses for which Lender
                may be reimbursed pursuant to the Documents; second, to the
                payment of all late charges required by the Documents to be paid
                by Borrower, in such order and manner as Lender shall in its
                discretion determine; third, to the payment of the other
                Obligations, in such order and manner as Lender shall in its
                discretion determine, with no amounts applied to payment of
                principal until all interest has been paid; and third, to the
                payment to Borrower, its successors or assigns, or to whosoever
                may be lawfully entitled to receive the same, or as a court of
                competent jurisdiction may direct, of any surplus then remaining
                from such proceeds.

        7.6     Lender's Right to Perform. Lender may, at its option, and
                without any obligation to do so, pay, perform and discharge any
                and all obligations (including, without limitation, the
                Obligations under paragraph 6.10) agreed to be paid or performed
                in the Documents by Borrower or any surety for the Performance
                of the Obligations if (a) such person fails to do so and (b)(i)
                an Event of Default exists or (ii) in the opinion of Lender,
                such action must be taken because an emergency exists or to
                preserve any of the Collateral


                                      -54-
<PAGE>   55
                or its value. For such purposes Lender may use the proceeds of
                the Receivables Collateral. All amounts expended by Lender in so
                doing or in exercising its remedies under the Documents
                following an Event of Default shall become part of the
                Obligations, shall be immediately due and payable by Borrower to
                Lender upon demand, and shall bear interest at the Default Rate
                from the dates of such expenditures until paid.

        7.7     Non-Exclusive Remedies. No remedy in any Document conferred on
                or reserved to Lender is intended to be exclusive of any other
                remedy or remedies, but each and every such remedy shall be
                cumulative and shall be in addition to every other remedy given
                under any Document or now or hereafter existing at law or in
                equity. No delay or omission to exercise any right or power
                shall be construed to be a waiver of or acquiescence to any
                default or a waiver of any right or power; and every such right
                and power may be exercised from time to time and as often as may
                be deemed expedient.

        7.8     Waiver of Marshalling. Borrower, for itself and for all who may
                claim through or under it, hereby expressly waives and releases
                all right to have the Collateral, or any part of the Collateral,
                marshalled on any foreclosure, sale or other enforcement of
                Lender's rights and remedies.

        7.9     Attorney-in-Fact. For the purpose of exercising its rights and
                remedies under paragraphs 7.2(c), 7.2(d) and 7.6. Lender may do
                so in Borrower's name or its name and is hereby appointed as
                Borrower's attorney-in-fact to take any and all actions in
                Borrower's name and/or on Borrower's behalf as Lender may deem
                necessary or appropriate in its discretion in the accomplishment
                of such purposes.

8.      LENDER'S INSPECTOR

        8.1     Retention of Lender's Inspector. Lender may retain an
                architectural/engineering firm ("Lender's Inspector") to do the
                following: (a) until Completion of the Work and the making of
                the last Work-Related Advance (including the disbursement of the
                Basic Retainage and Additional Retainage), review the Principal
                Work-Related Items, the other Contracts, Intangibles, Licenses
                and Permits and the budget proposed to be the Construction
                Budget and any changes to such items; (b) inspect the Real
                Property prior to commencement of the Work for purposes of
                determining the condition of the Real Property and any existing
                improvements; (c) until Completion of the Work and the making of
                the last Work-Related Advance (including the disbursement of the
                Basic Retainage and Additional Retainage), make monthly
                inspections of the Real Property and Work (whether or not
                Development Loan proceeds are to be used to pay or reimburse
                Borrower for the costs of such Work) so that Lender may monitor
                whether Borrower is in compliance with the terms and conditions
                of this Agreement, and certifying that each Development


                                      -55-
<PAGE>   56
                Loan Advance Request is not in excess of the Work completed and
                the amount to which Borrower is entitled under the terms and
                conditions of this Agreement; and (d) provide evidence
                satisfactory to Lender prior to the funding of any Development
                Loan Advance that (subject to completion thereof as part of the
                Work as contemplated by this Agreement), all necessary street,
                easements and utilities are available to the boundary of the
                Real Property and that the respective lines and treatment or
                generator plants are of adequate capacity and size for the
                intended timeshare use of the Property. Furthermore, Lender may
                require an inspection of the Work by Lender's Inspector (a)
                prior to each Development Loan Advance; (b) at least once each
                month during the course of Completion of the Work; (c) upon
                Completion; and (d) until Completion of the Work and the making
                of the last Work-Related Advance (including the disbursement of
                the Basic Retainage and Additional Retainage), at such other
                times as Lender may, in its judgment, deem necessary due to
                actual or suspected noncompliance with the Plans and
                Specifications, Construction Contract(s), the Documents, any
                law, regulation or private restriction, sound architectural,
                engineering or construction principles or commonly accepted
                safety standards, or Borrower's failure to satisfy the
                requirements of the Documents.

        8.2     No Duty of Lender to Supervise, Etc. Lender shall have no duty
                to supervise or to review and inspect the Principal Work-Related
                Items, the other Contracts, Intangibles, Licenses and Permits,
                any budget proposed to be the Construction Budget, any books and
                records pertaining thereto or any changes to such items or the
                construction of the Work. Any inspection made by Lender shall be
                for the sole purpose of determining whether the Obligations are
                being Performed and preserving Lender's rights under these
                Documents. If Lender, or Lender's Inspector acting on behalf of
                Lender, should review or inspect the Principal Work-Related
                Items, the other Contracts, Intangibles, Licenses and Permits,
                the Construction Budget, any books and records pertaining
                thereto or any changes to such items or the construction of the
                Work, Lender and Lender's Inspector shall have no liability or
                obligation to Borrower or any third person arising out of such
                inspection; and neither Borrower nor any third person shall be
                entitled to rely upon any such inspection or review. Inspection
                not followed by notice of an Event of Default shall not
                constitute (a) waiver of any Event of Default then existing; (b)
                an acknowledgment or representation by Lender or Lender's
                Inspector that there has been or will be compliance with the
                Principal Work-Related Items, the other Contracts, Intangibles,
                Licenses and Permits, Construction Budget, applicable laws,
                regulations and private restrictions, sound construction,
                engineering or architectural principles or commonly accepted
                safety standards, or that the construction is lien free or free
                from defective materials or workmanship; or (c) a waiver of
                Lender's right thereafter to insist that Completion of the Work
                occur in accordance with the Principal Work-Related Items, the
                other Contracts, Intangibles, Licenses and Permits,



                                      -56-
<PAGE>   57
                Construction Budget, the Documents, applicable laws, regulations
                and restrictions, sound construction, engineering or
                architectural principles or commonly-accepted safety standards
                and free from defective materials and workmanship. Lender and
                Lender's Inspector owe no duty of care to Borrower or any third
                person to protect against, or inform Borrower or any third
                person of, the existence of negligence, faulty, inadequate or
                defective design or construction of the Work. Without limiting
                the generality of the foregoing, Lender will deliver or cause to
                be delivered to Borrower, within a reasonable time after their
                delivery to Lender, copies of any written reports of Lender's
                Inspector.

9.      CONSTRUCTION AND GENERAL TERMS

        9.1     Payment Location. All monies payable under the Documents shall
                be paid to Lender at its address set forth in paragraph 9.5 of
                this Agreement in lawful monies of the United States of America,
                unless otherwise designated in the Documents or by Lender by
                notice.

        9.2     Entire Agreement. The Documents exclusively and completely state
                the rights and obligations of Lender and Borrower with respect
                to the Loans. No modification, variation, termination,
                discharge, abandonment, or waiver of any of the provisions or
                conditions of the Documents shall be valid unless in writing and
                signed by duly authorized representatives of the party sought to
                be bound by such action. The Documents supersede any and all
                prior representations, warranties and/or inducements, written or
                oral, heretofore made by Lender concerning this transaction,
                including any commitment for financing.

        9.3     Powers Coupled with an Interest. The powers and agency hereby
                granted by Borrower are coupled with an interest and are
                irrevocable until the Obligations have been paid in full and are
                granted as cumulative to Lender's other remedies for collection
                and enforcement of the Obligations.

        9.4     Counterparts. Any Document may be executed in counterpart, and
                any number of copies of such Document which have been executed
                by all parties shall constitute one original.

        9.5     Notices. All notices, requests or demands required or permitted
                to be given under the Documents shall be in writing, and shall
                be deemed effective (a) upon hand delivery, if hand delivered;
                or (b) one (1) Business Day after such are deposited for
                delivery via Federal Express or other nationally recognized
                overnight courier service addressed as shown below, or to such
                other address as either party may, from time to time, designate
                in writing. Written notice may be given by telecopy to the
                telecopier number shown below or to such other telecopier number
                as either party may designate, from time to time, in writing,
                provided that such notice shall not be deemed effective unless
                it is confirmed within



                                      -57-
<PAGE>   58
                twenty-four (24) hours by hand delivery or courier delivery of a
                copy of such notice in accordance with the requirements set
                forth above.


                If to Lender:     FINOVA Capital Corporation
                                  7272 East Indian School Road
                                  Suite 410
                                  Scottsdale, Arizona 85251
                                  Attn:  Vice President-Group Counsel
                                  Telecopy: (602) 874-6445

                If to Borrower:   Greensprings Associates
                                  c/o Greensprings Plantation Resort, Inc.
                                  4029 Ironbound Road.  Suite 100
                                  Williamsburg, Virginia 23188
                                  Attn:  Kay F. Gow, President
                                  Telecopy: (804) 229-8690

        9.6     Successors and Assigns. All the covenants of Borrower and all
                the rights and remedies of the Lender contained in the Documents
                shall bind Borrower, and, subject to the restrictions on merger,
                consolidation and assignment contained in the Documents, its
                successors and assigns, and shall inure to the benefit of
                Lender, its successors and assigns, whether so expressed or not.
                Borrower may not assign its rights in the Documents in whole or
                in part. Except as may be expressly provided in a Document, no
                person or other entity shall be deemed a third party beneficiary
                of any provision of the Documents.

        9.7     Severability. If any provision of any Document is held to be
                invalid, illegal or unenforceable under present or future laws,
                the legality, validity and enforceability of the remaining
                provisions of the Documents shall not in any way be affected or
                impaired thereby. In lieu of each such illegal, invalid or
                unenforceable provision, there shall be added to the Document
                affected, a provision that is legal, valid and enforceable and
                as similar in terms to such illegal invalid and unenforceable
                provision as may be possible.

        9.8     Time of Essence. Time is of the essence in the Performance of
                the Obligations.

        9.9     Miscellaneous. All headings are inserted for convenience only
                and shall not affect any construction or interpretation of the
                Documents. Unless otherwise indicated, all references in a
                Document to clauses and other subdivisions refer to the
                corresponding paragraphs, clauses and other subdivisions of the
                Document; the words "herein," "hereof," "hereto," hereunder" and
                words of similar import refer to the Document as a whole and not
                to any particular paragraph, clause or other subdivision; and
                reference to a numbered or lettered subdivision of an Article,
                or paragraph shall include relevant matter within the Article or


                                      -58-
<PAGE>   59
                paragraph which is applicable to but not within such numbered or
                lettered subdivision. All Schedules and Exhibits referred to
                in this Agreement are incorporated in this Agreement by
                reference.

        9.10    (a) CHOICE OF LAW. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
                THEREIN, THE DOCUMENTS AND THE RIGHTS, DUTIES AND OBLIGATIONS OF
                THE PARTIES THERETO SHALL BE GOVERNED BY AND CONSTRUED IN
                ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
                VIRGINIA AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH
                COMMONWEALTH, THE LAWS OF THE UNITED STATES; PROVIDED, HOWEVER,
                THAT IF ANY COVENANT, AGREEMENT OR WAIVER ON THE PART OF
                BORROWER OR RIGHT OR REMEDY OF LENDER SHALL BE INVALID OR
                UNENFORCEABLE UNDER THE INTERNAL LAWS OF THE COMMONWEALTH OF
                VIRGINIA, THEN THE INTERNAL LAWS OF THE STATE OF ARIZONA SHALL
                APPLY.

                (b) CHOICE OF JURISDICTION; WAIVER OF VENUE. BORROWER: (A)
                HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION
                AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA
                COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE
                UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR
                THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF
                OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF
                (EXCEPT AS MAY BE SPECIFICALLY PROVIDED TO THE CONTRARY IN
                BORROWER'S MORTGAGE), AND, IF LENDER INITIATES SUCH ACTION, ANY
                FEDERAL OR STATE COURT WHICH IS LOCATED IN THE COMMONWEALTH OF
                VIRGINIA OR OTHER JURISDICTION WHERE BORROWER HAS ASSETS AND HAS
                SUBJECT MATTER JURISDICTION, AND THE CHOICE OF SUCH VENUE SHALL
                IN ALL INSTANCES BE AT LENDER'S ELECTION; AND (B) WITHOUT
                LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND
                AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN
                ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT BORROWER IS
                NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED
                COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
                INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
                PROCEEDING IS IMPROPER. BORROWER HEREBY WAIVES THE RIGHT TO
                COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM.

                (c) INDUCEMENT TO LENDER. ALL OF THE PROVISIONS SET FORTH IN
                THIS PARAGRAPH ARE A MATERIAL INDUCEMENT FOR LENDER'S MAKING THE
                LOANS TO BORROWER.

                                                [Borrower (initials ________)]

        9.11    Compliance With Applicable Usury Law. It is the intent of the
                parties hereto to comply with the Applicable Usury Law.
                Accordingly, notwithstanding any provisions to the contrary in
                the Documents, in no event shall this Agreement or the Documents
                require the payment or permit the collection of interest in
                excess of the maximum contract rate permitted by the Applicable
                Usury Law.


                                      -59-
<PAGE>   60
        9.12    NO RELATIONSHIP WITH PURCHASERS. LENDER DOES NOT HEREBY ASSUME
                AND SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY TO
                PURCHASERS, LENDER'S RELATIONSHIP BEING THAT ONLY OF A CREDITOR
                WHO HAS TAKEN, AS SECURITY FOR INDEBTEDNESS OWED TO IT, A
                COLLATERAL ASSIGNMENT FROM BORROWER OF THE INSTRUMENTS. EXCEPT
                AS REQUIRED BY LAW AND FOR FILINGS MADE WITH THE SECURITIES &
                EXCHANGE COMMISSION OR ANY STOCK EXCHANGE ON WHICH BORROWER'S
                STOCK IS TRADED, BORROWER WILL NOT, AT ANY TIME, USE THE NAME OF
                OR MAKE REFERENCE TO LENDER WITH RESPECT TO THE TIME-SHARE
                PROJECT, THE SALE OF TIME-SHARE INTERESTS OR OTHERWISE, WITHOUT
                THE EXPRESS WRITTEN CONSENT OF LENDER.

        9.13    NO JOINT VENTURE. THE RELATIONSHIP OF BORROWER AND LENDER IS
                THAT OF DEBTOR AND CREDITOR, AND IT IS NOT THE INTENTION OF
                EITHER OF SUCH PARTIES BY THIS OR ANY OTHER INSTRUMENT BEING
                EXECUTED IN CONNECTION WITH THE LOANS TO ESTABLISH A
                PARTNERSHIP, AND THE PARTIES HERETO SHALL NOT UNDER ANY
                CIRCUMSTANCES BE CONSTRUED TO BE PARTNERS OR JOINT VENTURERS.

        9.14    Standards Applied to Lender's Actions. Unless otherwise
                specifically stipulated elsewhere in the Documents, if a matter
                is left in the Documents to the decision, requirement, request,
                determination, judgment, opinion, approval, consent,
                satisfaction, acceptance, agreement, option or discretion of
                Lender, its employees, Lender's counsel or any agent for or
                contractor of Lender, such action shall be deemed to be
                exercisable by Lender or such other person in its sole and
                absolute discretion and according to standards established in
                its sole and absolute discretion. Without limiting the
                generality of the foregoing, "option" and "discretion" shall be
                implied by use of the words "if" or "may."

        9.15    Meaning of Subordination. "Any subordinations required to be
                given under the Documents by third parties to Lender shall
                include the subordination of and the deferral of the right to
                receive payments on the subordinated obligations except to the
                extent expressly permitted in this Agreement; the remittances to
                Lender of all prohibited payments received by the third party;
                the subordination of all liens, security interests, assignments
                and other encumbrances and claims held by the third party on or
                against any of Borrower's property to Lender's interest
                (whenever acquired) in such property; and an agreement on the
                part of the third party not to exercise any remedies against
                Borrower so long as all obligations under the Documents have not
                been fully satisfied.

        9.16    Scope of Reimbursable Attorney's Fees. As used in the Documents,
                the term "attorneys' fees" includes the reasonable fees of
                attorneys licensed to practice law in any jurisdiction, law
                clerks, paralegals, investigators and others not admitted to the
                bar but performing services under the supervision of a licensed
                attorney, and the expenses incurred by them in the performance
                of their services. As used in the Documents, attorneys' fees



                                      -60-
<PAGE>   61
                incurred by Lender in the enforcement of any remedy or covenant
                include, without limitation, attorneys' fees incurred in any
                foreclosure of the Security Documents, in protecting or
                sustaining the lien or priority of the collateral, or in any
                proceeding arising from or connected with any such matter,
                including any bankruptcy, receivership, injunction or other
                similar proceeding, or any appeal from or petition for review of
                any such matter, and with or without litigation.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their respective name, personally or by their duly authorized
representatives as of the date above written.

        LENDER                         FINOVA CAPITAL CORPORATION, a
                                       Delaware corporation



                                       By: /s/ JACK FIELDS, III
                                           ------------------------------------
                                       Type/Print Name: Jack Fields, III
                                                        -----------------------
                                       Title: Group Vice President
                                              ---------------------------------


        BORROWER                       GREENSPRINGS ASSOCIATES. a Virginia
                                       joint venture

                                       BY: GREENSPRINGS PLANTATION RESORT,
                                           INC., a Virginia corporation,
                                           joint venturer


                                       By: /s/ KAY F. GOW
                                           ------------------------------------
                                           Kay F. Gow
                                           President



                                      -61-
<PAGE>   62
                    AMENDMENT TO DEVELOPMENT AND RECEIVABLES
                         LOAN AND SECURITY AGREEMENT AND
                                RELATED DOCUMENTS


        BY THIS AMENDMENT TO DEVELOPMENT AND RECEIVABLES LOAN AND SECURITY
AGREEMENT AND RELATED DOCUMENTS ("Amendment"), dated as of July 15, 1996,
GREENSPRINGS ASSOCIATES, a Virginia joint venture ("Borrower") and FINOVA
CAPITAL CORPORATION, a Delaware corporation ("Lender"), for good and valuable
consideration, the receipt of which is hereby acknowledged, hereby confirm and
agree as follows:

                                     ARTICLE
1. - INTRODUCTION
        1.1 Lender and Borrower entered into a Development and Receivables Loan
and Security Agreement dated as of June 30, 1995 (the "Loan Agreement")
providing for, among other loans, a development loan ("Loan") in the maximum
amount of Six Million Eight Hundred Thousand Dollars ($6,800,000). As of June
30, 1996, $4,316,876.79 has been advanced under the Development Loan and
Borrower has made payments against such loan in an aggregate amount of
$1,215,995.80, leaving an outstanding principal balance, before giving effect to
the modifications contained herein, for the Development Loan of THREE MILLION
ONE HUNDRED THOUSAND EIGHT HUNDRED EIGHTY AND 99/100 DOLLARS ($3,100,880.99).

        1.2 Borrower and Lender wish to amend the Loan Agreement and certain of
the other Documents, all as hereinafter provided.

                             ARTICLE 2. - AGREEMENT

        2.1 Definitions. Except as otherwise defined herein, or unless the
context otherwise requires, capitalized terms used in this Amendment shall have
the meaning given to them in the Loan Agreement.

        2.2 Amendment to Loan Agreement. The Loan Agreement is amended as
follows:

                (a) Section 1.28 is deleted in its entirety and the following
        is inserted in its place:

                        1.28 "Development Loan Borrowing Term": the period
                commencing on the date of this Agreement and ending on May 31,
                1997 (or if not a Business Day, on the first Business Day
                thereafter).

                (b) Section 1.29 is deleted in its entirety and the following is
        inserted in its place:




<PAGE>   63

                        1.29 "Development Loan Components": the Facilities
                Construction Component, the Time-Share Building (Phase I)
                Construction Component and the Interest Reserve Fund; and
                "Development Loan Component": one of the Development Loan
                Components.

                (c) Section 1.30 is deleted in its entirety, and the following
        is inserted in its place:

                        1.30 "Development Loan Fee": Eighty-Eight Thousand
                Dollars ($88,000).

                (d) Section 1.31 is deleted in its entirety, and the following
        is inserted in its place:

                        1.31 "Development Loan Maturity Date": the date (or if
                not a Business Day, the first Business Day thereafter) which is
                the earlier of (a) forty-eight (48) months from the date of the
                last Development Loan Advance or (b) June 1, 2001.

                (e) Section 1.54 is deleted in its entirety, and the following
        is inserted in its place:

                        1.54 "Maximum Development Loan Amount": the sum of the
                Maximum Time-Share Building (Phase I) Component Amount plus the
                Maximum Facilities Construction Component Amount plus the
                Interest Reserve Fund, which shall not exceed, in the aggregate,
                Eight Million Eight Hundred Thousand Dollars ($8,800,000).

               (f) Section 1.56 is deleted in its entirety, and the following is
        inserted in its place:

                        1.56 "Maximum Facilities Construction Component Amount":
                Seven Million Six Hundred Thousand Dollars ($7,600,000).

                (g) Section 1.87 is deleted in its entirety, and the following
        is inserted in its place:

                        1.87 "Required Completion Date": May 31, 1997, plus such
                additional time which is necessary to achieve Completion of the
                Work and is due solely to the occurrence of one or more Force
                Majeure Events, but in no event later than the expiration of the
                Development Loan Borrowing Term.




                                      -2-
<PAGE>   64

                (h) Section 5.2(a) is deleted in its entirety, and the following
        is inserted in its place:

                        (a) Development Loan Minimum Required Principal
                Payments. Until principal, interest and other sums due under the
                Documents have been paid, exclusive of principal, interest and
                other charges on the Receivables Loan Note, Borrower will make
                to Lender at the time of each partial release of a Time-Share
                Interest from the Borrower's Mortgage a principal payment equal
                to the Partial Release Fee required to be paid in connection
                with such partial release. On each of the first, second, third
                and fourth annual anniversary dates of the last Advance under
                the Development Loan, Borrower will make to Lender a principal
                payment on the Development Loan in an amount equal to the
                positive remainder, if any, obtained by subtracting the maximum
                allowable Development Loan principal balance for such
                anniversary date set forth below from the then outstanding
                principal balance of the Development Loan.

<TABLE>
<CAPTION>
                  Year After Last                 Maximum Outstanding
                     Advance                            Balance
                  --------------                  -------------------
<S>                                               <C>
                        1                              $6,000,000
                        2                              $4,000,000
                        3                              $2,000,000
                        4                                      $0
</TABLE>

                (i) The fourth sentence of Subsection 6.16(a) is amended by
        adding at the end thereof, "...provided, any portion of the Development
        Fee resulting from an increase in the Maximum Development Loan Amount
        from $6,800,000 to $8,800,000 shall be paid on or before July 15, 1996.

                (j) Exhibit D-1, the Development Loan Promissory Note, is
        amended as provided in Section 2.3, below.

                (k) Exhibit J-1 is amended by deleting subsections A(5) and A(7)
        in their entirety and inserting the following in their respective place:

                        A(5) Waiver of Liens for the general contractor (Exhibit
                J-1E) and all subcontractors paid in excess of $25,000 since the
                previous Work-Related Advance (Exhibit J-1G).


                                      ****

                                      -3-
<PAGE>   65
                        A(7) A requisition from subcontractors paid in excess of
                $25,000 since the previous Work-Related Advance in form and
                substance identical to Exhibit J1-G hereof.

        2.3 Other Amendments. Except to the extent any of the other Loan
Documents have been expressly amended in connection with this Amendment, each
and all of such Loan Documents shall be and hereby are amended, such that any
and all references in any of the other Loan Documents to the 'Loan" or to any
other Loan Documents shall refer to the Loan as increased pursuant hereto and to
such Loan Documents, as amended pursuant hereto or in any of the documents
executed in connection herewith.

        2.4 Expenses. Borrower will on demand pay or, at Lender's election,
reimburse Lender for all reasonable attorneys' fees (estimated at the amount of
$3,500) and other Out-of-pocket expenses of Lender in connection with the
documentation and closing of the transaction contemplated hereby. In reliance
upon the representation and warranty made by Lender in the following sentence,
Borrower will indemnify, hold harmless and defend Lender, and its officers,
directors, employees, agents, affiliates, successors and assigns for, from and
against loss, expense, demand and liability arising out of any claim for a
broker's fee with respect to the transaction contemplated by this Amendment.
Lender represents and warrants to Borrower that it has not dealt with any
broker.

        2.5 Confirmation. Borrower confirms and restates to Lender as of the
date of execution of this Amendment of all its representations and warranties
set forth in the Loan Agreement and the other Documents. Borrower agrees that
all liens and security interests previously granted by it to Lender are
reaffirmed for the benefit of Lender and shall secure the Loan, as increased
pursuant hereto. Borrower further acknowledges as of the date of its actual
execution of this Amendment that Lender has performed and is not in default of
its obligations under the Loan Documents and that there are no offsets, defenses
or counterclaims with respect to any of Borrower's obligations under the Loan
Documents.

        2.6 . This Amendment shall not be binding upon Lender unless and until
the following conditions have been satisfied on or before July 31, 1996:

               (a) Borrower has delivered to Lender the following documents and
        other items, all of which shall be properly completed and executed and
        shall otherwise be satisfactory in form and substance to Lender in its
        sole and absolute discretion:

                        (i) a resolution or certificate from each corporation or
                partnership comprising Borrower authorizing (A) the execution
                and delivery of this Amendment and the other documents called
                for in this Amendment or requested by Lender pursuant to this
                paragraph ("Modification Documents") and (B) the transaction
                contemplated hereby;



                                      -4-
<PAGE>   66
                        (ii)a resolution or certificate, as the case may be,
                from each corporate or partnership Guarantor authorizing (A) the
                execution and delivery of the documents required by this
                Amendment to be executed by it and (B) the performance of its
                obligations under those documents;

                        (iii) a "Consent of Guarantor and Amendment to
                Guarantee" executed by each Guarantor;

                        (iv) a "Amendment No. 1 to Development Loan Promissory
                Note" executed by Borrower in form and substance identical to
                EXHIBIT A;

                        (v) a "Consent of Guarantor and Amendment to Guaranty"
                executed by each Guarantor in form and substance substantially
                identical to EXHIBIT B;

                        (vi) an "Amendment to Credit Line Deed of Trust and
                Security Documents and Ratification and Confirmation of Powers
                of Attorney" in form and substance identical to EXHIBIT C (the
                "Deed of Trust Amendment");

                        (vii) an opinion from counsel to Borrower and each
                Guarantor as to such matters as Lender may require, which
                counsel shall be reasonably satisfactory to Lender; and

                        (viii) such other documents and items as Lender may
                reasonably require.

                (b) Lender shall have received an endorsement to Ticor Title
        Insurance Company Policy No. L9 184517 ("Title Insurance Policy")
        reflecting the Deed of Trust Amendment, and dating down the Title
        Insurance Policy to the date of recording of the Deed of Trust
        Amendment.

                (c) Borrower shall have paid Lender the sum of $20,000 as and
        for a portion of the Development Fee pursuant to Subsection 6.16(a) of
        the Loan Agreement.

Waiver by Lender of any of the foregoing as a condition to the effectiveness of
this Amendment shall not relieve Borrower of the obligation to satisfy such
condition as promptly as possible thereafter.

        2.7 Written Amendment. This Amendment may not be amended or otherwise
modified except in a writing duly executed by the parties hereto.



                                      -5-
<PAGE>   67
        2.8 Severability. If any one or more of the provisions of this Amendment
is held to be invalid, illegal or unenforceable in any respect or for any reason
(all of which invalidating laws are waived to the fullest extent possible), the
validity, legality and enforceability of any remaining portions of such
provision(s) in every other respect and of the remaining provisions) of this
Amendment shall not be in any respect impaired. In lieu of each such
unenforceable provision, there shall be added automatically as a part of this
Amendment a provision that is legal, valid and enforceable and is as similar in
terms to such unenforceable provisions as may be possible.

        2.9 Entire Agreement. This Amendment constitutes the entire agreement
and understanding of the parties with respect to the subject matter hereof and
this Amendment, and the Loan Documents, as amended hereby, supersedes all prior
written or oral understandings and agreements between the parties in connection
with its subject matter.

        2.10 Schedules. All Schedules and Exhibits referred to herein are herein
incorporated by this reference.

        2.11 Counterparts. This Amendment may be executed in one or more
counterparts, and any number of which have been signed by all the parties hereto
shall be taken as one original.


                                      -6-
<PAGE>   68
      2.12 Loan Agreement. Borrower and Lender ratify and confirm the Loan
Agreement, as amended by this Amendment, in all respects; and, except as
expressly amended by this Amendment, the Loan Agreement shall remain in full
force and effect.

        IN WITNESS WHEREOF, this instrument is executed to be effective as of
the date set forth above.


BORROWER:                          GREENSPRINGS ASSOCIATES,
                                   a Virginia joint venture


                                         BY:  GREENSPRINGS PLANTATION RESORT,
                                              INC., a Virginia corporation,
                                              joint venturer



                                               By: /s/ KAY F. GOW
                                                  ----------------------------
                                                  Kay F. Gow
                                                  President


LENDER:                             FINOVA CAPITAL CORPORATION,
                                    a Delaware corporation



                                    By: /s/ JACK FIELDS, III
                                        --------------------------------------
                                    Type/Print Name: JACK FIELDS, III
                                                     -------------------------
                                    Title: GROUP VICE PRESIDENT
                                           -----------------------------------


                                      -7-