<PAGE>

                               VACATION PLAN AGREEMENT

                                  EPIC VACATION CLUB


     This VACATION PLAN AGREEMENT ("Agreement") is dated for reference 
purposes _________, 1998 by and between EPIC RESORTS, LLC, a Delaware Limited 
Liability Company on behalf of itself and its affiliates and subsidiaries 
(collectively "Declarant"), and EPIC VACATION CLUB, a Delaware Nonprofit 
Corporation ("Club").

1:   ASSERTIONS.  Each of the following constitutes a material provision of this
Agreement.

     1.1  DECLARANT.  Declarant has acquired and will acquire, directly or
through its affiliates and subsidiaries, by purchase agreement, deed, or lease,
an equitable, legal or leasehold interest in dwelling "Units" and appurtenances
thereto ("Property") in condominiums, planned developments, apartments, or
resort hotels or in the form of motor homes, houseboats or recreational
vehicles, which will be subjected to a Declaration of Vacation Ownership Plan
("Declaration").  Declarant proposes to transfer or direct transfer of such
Property to Club.

     1.2  CLUB.  Club is an association of its Members and the owner or lessee
of the various Property to be available to its Members for resort and
recreational use under the Governing Documents.

     1.3  MEMBERSHIPS.  Memberships in Club, measured in Points, will be issued
initially and sold by Declarant to the general public based on the number of
days Property is available for use.  A Membership is in perpetuity or has a
prescribed term of years, and constitutes a vacation easement, which means a
right to use and occupy Units available through Club from time to time, and
furnishings and amenities thereof, according to the Reservation Rules, and an
easement to use, enjoy and occupy recreational facilities according to the
Reservation Rules (individually and collectively "Resorts").

     1.4  DEFINITIONS.  Unless the context otherwise requires, the 
Definitions set forth in the DECLARATION OF VACATION OWNERSHIP PLAN (EPIC 
VACATION CLUB - __________) as may be amended from time to time 
("Declaration"), are hereby adopted as the definitions herein.  The 
Declaration was recorded _____________, 19___, in Microfilm Volume ____, Page 
_____, Official Records, _______________, _____.   A substantially similar 
Declaration shall be recorded in each county, and shall describe each Resort, 
where the Club owns or leases real property subject to the Vacation Ownership 
Plan.  The provisions of recorded Declarations shall have priority over this 
Agreement, and inconsistent provisions among various Declarations shall be 
resolved in favor of the most restrictive provision on the Club or Declarant 
and/or the most favorable provision for protecting the Members.

     1.5  GOVERNING DOCUMENTS.  The Vacation Ownership Plan is governed by and
subject to the recorded Declaration for each Property, the Articles, Bylaws and
Rules of the Club, and the disclosure documents issued or approved by the
various jurisdictions in which Memberships are sold.  The relationship between
the Declarant and the Club is governed by this 

                                    
<PAGE>

Agreement, the Management Agreement dated December 1, 1998, and the 
Reimbursement Agreement dated December       , 1998.

     1.6  CONTENTS.

<TABLE>
<CAPTION>

<S>                                                                               <C>
1:   ASSERTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.1  Declarant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2  Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.3  Memberships. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.4  Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.5  Governing Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.6  Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

2:   PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.1  Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.2  Future Phases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.3  Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.4  Right of Entry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

3:   CONSIDERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     3.1  Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     3.2  Exclusive Marketing Rights . . . . . . . . . . . . . . . . . . . . . . . .4
     3.3  Proceeds of Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     3.4  Bonus Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     3.5  Membership Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . .4

4:   SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

5:   ACQUISITION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     5.1  Nondisturbance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     5.2  Not Lost to Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     5.3  Tenancy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     5.4  Replacement Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     5.5  Subordination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

6:   GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.1  Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.2  Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.3  Arbitration of Disputes. . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.4  Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.5  Attorneys' Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.6  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.7  Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.8  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.9  Hold Harmless and Indemnity. . . . . . . . . . . . . . . . . . . . . . . .6
     6.10 Law Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     6.11 Legal Effects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

                                    2
<PAGE>

     6.12 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.13 Parties In Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.14 Reasonableness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.15 Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.16 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.17 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     6.18 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     6.19 Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     6.20 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     6.21 Word Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     6.22 Retention of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .8

7:   SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

EXHIBIT A - Addendum to Security Doc.
</TABLE>

--------------------------------------------------------------------------------

2:   PROPERTY.  The Property in the Vacation Ownership Plan consists of
unencumbered real or personal Property owned or leased by the Club, and (a) as
to real property, which is specifically covered by a recorded Declaration of
Vacation Ownership Plan (Epic Vacation Club -          ), or (b) as to personal
property, which is covered by a filed notice substantially similar to or
incorporating by reference a recorded Declaration.

     2.1  TRANSFER.  Each Property purchased, contracted for or leased by
Declarant shall be entirely transferred to Club by Grant or Warranty Deed or
Lease or Assignment of Lease, either directly from Declarant's seller or lessor
or from Declarant, pursuant to the Vacation Ownership Plan, subject only to the
Declaration, the Master Governing Documents, and the consideration owed to
Declarant as described below.

     2.2  FUTURE PHASES.  Declarant shall have the exclusive right to add an
unlimited amount of additional Property to the Vacation Plan under Article 9 of
the Declaration.  But nothing contained in this Agreement or in any other
instrument shall obligate Declarant to acquire and transfer or direct transfer
to Club future additions of Property.  With each transfer of Property to Club,
this Agreement shall be deemed amended to include such Property, and the
security for Club's obligations under this Agreement shall be provided or
amended as required by Section 4 below.

     2.3  CLUB.  Club shall have no right to encumber, transfer, pledge,
hypothecate or assign legal or equitable title or a leasehold interest in the
Property or any portion thereof during the term of this Agreement, without the
prior reasonable written consent of Declarant.  Club shall not commit or allow
to be committed any waste upon the Property.

     2.4  RIGHT OF ENTRY.  Club hereby grants Declarant an easement to enter
upon the Property or any portion thereof for the purpose of inspection,
furnishing, improvement and/or sales and marketing subject to the limitations
set forth in Sections 4.6 and 7 of the Declaration.

                                    3
<PAGE>

3:   CONSIDERATION.  Club and its Members and successors shall be obligated to
Declarant, as consideration for transfer of the Property, as follows:

     3.1  DECLARATION.  Club agrees to join in the Declaration, as legal owner
or ultimate lessee of the Property.

     3.2  EXCLUSIVE MARKETING RIGHTS.  Declarant is hereby granted an Exclusive
Right to Sell Memberships in Club and the exclusive right to the proceeds from
the sales of Memberships allocated to each Property.  Declarant shall have the
right and power to sell or arrange for the sale of Memberships subject to
licensing and land sales regulation requirements of jurisdictions in which
Memberships are to be sold.  All sales, marketing, licensing and regulatory
compliance shall be performed solely at the expense of Declarant while and to
the extent Declarant is entitled to the proceeds of sale.  The exclusive right
to sell granted to Declarant relating to sales of Memberships on behalf of Club
does not affect or limit the rights of Members or other holders of Memberships
that are in good standing to transfer or resell their Memberships as allowed in
the Governing Documents or any other agreements between Members, Declarant and
Club.

     3.3  PROCEEDS OF SALE.  Declarant shall be entitled to the entire gross
proceeds from the sales of Memberships, subject only to such impounds or other
security arrangements as are required or reasonably necessary to secure payment
of installments of rent or purchase price under a lease or purchase agreement,
promissory note and/or deed of trust (any of which must include suitable
nondisturbance covenants) from Declarant or Club to its seller or lessor.  The
proceeds from the sale of Memberships foreclosed upon by Club because of a
default by a Member under an obligation to Club shall accrue to Declarant's
benefit but shall first be subject to such amounts as are owed to Club pursuant
to such Memberships, and Declarant shall bear the costs of sale.  Club
acknowledges the validity of the security interests in the Memberships which are
granted to Declarant in Membership Contracts entered into by Declarant with
purchasers of Memberships from Club or from Declarant.

     3.4  BONUS USE.  Net proceeds from Bonus Use fees shall accrue to the
benefit of Club.  The Bonus Use fee must bear a reasonable relationship to the
actual cost of the use, and shall in no event exceed an amount equal to seven
percent (7%) of the then current price of Points required for concurrent
occupancy.

     3.5  MEMBERSHIP CONTRACTS.  As long as there is an unpaid balance of the
purchase price for a Membership owing under a contract evidencing the obligation
of the purchaser of a Membership to pay such purchase price ("Membership
Contract"), Club will not exercise any authority it may have under that
Membership Contract or the Governing Documents to either terminate the contract
or relieve any person of the person's obligations under the contract without the
consent of Declarant and, if applicable, the assignee of Declarant's rights
under the Membership Contract, provided that such consent shall not be
unreasonably withheld or conditioned upon any payment from the Club.

4:   SECURITY.  This Agreement shall be secured by a recorded mortgage, deed of
trust, memorandum of lease, or assignment of lease ("Security Document") which
shall contain a nondisturbance clause, a subordination clause and other clauses,
all substantially as set forth on Exhibit A attached hereto, and which shall be
recorded immediately following recordation of (a) 

                                    4
<PAGE>

the Deed or Lease evidencing the transfer to the Club, and (b) the 
Declaration.  Any security interest for the payment of the purchase price 
obtained by Club upon the sale of Memberships shall be assigned to Declarant. 
 The Security Document at each Property shall run in favor of Declarant or a 
subsidiary or affiliate of Declarant, as defined in the Declaration.

5:   ACQUISITION OF PROPERTY.  If Declarant or any other person ("Acquiring
Party") acquires the Property or any portion thereof or interest therein through
foreclosure, deed in lieu of foreclosure or any other means, by, through or
under this Agreement or any Security Document ("Property Transfer Events"):

     5.1  NONDISTURBANCE.  The Acquiring Party shall not disturb or impair the
use rights, interests and recreation benefits, with respect to the Property so
acquired, of Club Members who are not in default under their purchase
obligations and their obligations to the Club pertaining to the Property or any
portion thereof, as described in the Declaration and the Governing Documents
including, without limitation, Club Members who timely cure defaults which arise
before or after a Property Transfer Event.  Without limiting the foregoing, the
term "Club Members" shall mean and include those persons or entities who
acquired Memberships in any way, including for example and without limitation,
parties who purchased Memberships (a) directly from the Club or the Declarant,
(b) from a holder of a Membership Contract who acquired title to the Membership
through foreclosure, conveyance in lieu of foreclosure, or other means pursuant
to rights of the holder under the Membership Contract ("Membership Transfer
Event"), (c) in a Membership Transfer Event, or (d) from any other purchaser who
acquired title in a Membership Transfer Event.

     5.2  NOT LOST TO USE.  The Property so acquired shall not be considered
"lost to use" for purposes of Section 4.4(c) of the Declaration.

     5.3  TENANCY.  The Acquiring Party shall honor all obligations of Club as
tenant under any valid and existing lease for the Property to the same extent as
if the Club were still the tenant.

     5.4  REPLACEMENT PROCEEDS.  Condemnation and/or damage insurance proceeds
shall be divided between the Acquiring Party and the Club as provided in the
Declaration notwithstanding anything in this Agreement or any Security Document
to the contrary, as though the Acquiring Party were the Declarant with respect
to the Property.

     5.5  SUBORDINATION.  The interest of the Acquiring Party will be subject
and subordinate to the Declaration.

6:   GENERAL PROVISIONS.

     6.1  AGENCY.  Nothing in this Agreement shall constitute a partnership
between, or joint venture by, the parties hereto, or constitute either party the
employee of the other.

     6.2  AMENDMENT.  No supplement, modification or amendment of this Agreement
shall be established by course of dealing or by any method except in a writing
executed by each of the parties.

                                    5
<PAGE>

     6.3  ARBITRATION OF DISPUTES.  Any controversy or claim arising out of or
relating to this Agreement, or the making, performance, or interpretation
thereof, shall be settled by arbitration under Club Bylaw 9.6.

     6.4  ASSIGNMENT.  This Agreement is personal between or among the parties,
and neither party may sell, assign, transfer, or hypothecate any rights or
interests created under this Agreement without the express written consent of
the other party, except Declarant can assign its role as Declarant under the
Vacation Plan, whether partially or entirely.

     6.5  ATTORNEYS' FEES.  Should any action or proceeding be commenced between
the parties hereto concerning this Agreement or their rights and duties
hereunder, the party prevailing in such action or proceeding shall be entitled
to reasonable attorneys' fees and costs in such action or proceeding which shall
be determined by the court or arbitrator.

     6.6  ENTIRE AGREEMENT.  This Agreement and all documents executed
contemporaneously herewith and/or specifically referred to herein, such as the
Governing Documents, constitute the complete, exclusive and final expression of
the agreement between the parties pertaining to the subject matter contained in
it; it supersedes all prior and contemporaneous agreements, representations, and
understandings of the parties; and it may not be contradicted by evidence of any
prior or contemporaneous agreement.  No extrinsic evidence whatsoever may be
introduced in any proceeding concerning the terms of this Agreement.

     6.7  FURTHER ASSURANCES.  The parties hereto agree to perform any further
acts and to execute and deliver any further documents which may be necessary or
appropriate to carry out the purposes of this Agreement.

     6.8  HEADINGS.  The paragraph or section headings or titles in this
Agreement are for convenience and reference only and do not in any way modify,
interpret, or construe the intent of the parties or affect any of the provisions
of this Agreement.

     6.9  HOLD HARMLESS AND INDEMNITY.  Each of the parties agrees to hold the
other party harmless and indemnify the other party from and against any and all
loss, cost, damage or liability which the other party may incur or sustain as a
result of any action by such party or any breach by such party of any warranty
or representation contained in this Agreement, or for any misrepresentation or
material omission in the representations herein, or for any violation of any
applicable law, ordinance or regulation, whether by neglect or willful act and
whether by a party or its agents, contractors, or employees.  Such
indemnification shall include, among other costs, attorneys' fees and costs of
appeal, settlement or defense, and the obligation to undertake or assume the
defense of any claim.

     6.10 LAW APPLICABLE.  This Agreement and its interpretation, construction,
and enforcement, shall be governed by the laws of the State of Delaware, except
the enforcement of the security interest against a Resort shall be governed by
the laws of the state where the Resort is located.

     6.11 LEGAL EFFECTS.  No representation, warranty or recommendation is made
by any party or his respective agent or attorney regarding the legal sufficiency
or effect or tax 

                                    6
<PAGE>

consequences of any transaction contemplated under this Agreement to any 
individual or specific entity, and each party acknowledges it has been 
advised to submit this Agreement to independent legal counsel before signing 
it.  There shall be no presumption in favor of or against any party with 
regard to which party arranged for initial drafting of this Agreement.

     6.12 NOTICES.  Any notice required or desired to be given hereunder shall
be deemed given if personally delivered, or ninety-six (96) hours after mailing
(first class postage prepaid, return receipt requested), to the parties at the
following addresses, or at such other addresses as may be given by proper
notice:

          6.12(a)   DECLARANT: EPIC RESORTS, LLC, a Delaware limited liability
company, 1150 First Avenue, Suite 900, King of Prussia, PA, 19406; Facsimile
Transmission No. 610-992-1590.

          WITH A COPY TO: JOHN ROGERS BURK, A LAW CORPORATION, 2140 
Professional Drive, Suite 120, Roseville, California 95661; Facsimile 
Transmission No. 916-784-7075.

          6.12(b)   CLUB: EPIC VACATION CLUB, a Delaware nonprofit corporation,
1150 First Avenue, Suite 900, King of Prussia, PA, 19406; Facsimile Transmission
No. 610-992-1590.

     6.13 PARTIES IN INTEREST.  Unless specifically otherwise provided herein,
(a) nothing in this Agreement, whether express or implied, is intended to confer
any rights or remedies under or by reason of this Agreement on any persons other
than the parties hereto; (b) nothing in this Agreement is intended to relieve or
discharge the obligation or liability of any third persons to any party to this
Agreement; and (c) nothing herein shall give any third person any right of
subrogation or action over or against any party to this Agreement.

     6.14 REASONABLENESS.  The parties recognize that this Agreement contains
conditions, covenants, and time limitations that are reasonably required for the
protection of the business of the parties or a particular party.  If any
limitation, covenant or condition shall be deemed to be unreasonable and
unenforceable by a court or arbitrator of competent jurisdiction, then this
Agreement shall thereupon be deemed to be amended to provide for modification of
such limitation, covenant and/or condition to such extent as the court or
arbitrator shall find to be reasonable.

     6.15 RECORDS.  Each party shall maintain books and records containing all
transactions in furtherance of this Agreement.  Such books and records shall be
maintained in accordance with usual accounting methods.  Either party shall have
the right, during normal business hours and upon reasonable notice, to examine
the books and records of the other party relating to this Agreement.

     6.16 SEVERABILITY.  If any provision of this Agreement is held to be
unenforceable, invalid or illegal by any arbitrator or court of competent
jurisdiction, such shall not affect the remainder of this Agreement.

                                    7
<PAGE>

     6.17 SUCCESSORS.  Subject to the paragraph regarding Assignment, this
Agreement shall be binding upon and benefit the heirs, legal representatives,
successors, and assigns of the parties, whether under this Agreement or by
acquiring an interest in the Project.

     6.18 SURVIVAL.  All covenants and warranties hereunder shall survive the
recording of any document and the final payment hereunder, and some provisions
shall survive termination or expiration of this Agreement for a reasonable time
or for the specified time if necessary to carry out their reasonably intended
effect.

     6.19 TIME.  Time is of the essence of this Agreement, and any breach of a
time covenant or condition hereunder shall be deemed a material breach of this
Agreement or failure of condition.  However, if any date or time referred to
herein shall fall on Saturday, Sunday, or a legal holiday, the date or time
shall be extended to the next regular business day.

     6.20 WAIVER.  No waiver of enforcement or breach of any of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provisions, whether or not similar, nor shall any waiver constitute a continuing
waiver.  No waiver shall be binding unless executed in writing by the person
making the waiver.

     6.21 WORD USAGE.  Unless the context clearly otherwise requires, (a) the
plural and singular numbers or the masculine, feminine and neuter genders shall
each be deemed to include the others; (b) "shall", "will", or "agrees" are
mandatory, and "may" is permissive; (c) "or" is not exclusive; and (d)
"including" or "such as" is not limiting.

     6.22 RETENTION OF AGREEMENT.  Signed copies of this Agreement shall be
retained by each party for three (3) years from date of termination hereof.

7:   SIGNATURES.  The individuals applying their signatures to this Agreement
warrant that they are signing in a representative capacity for a person or
entity whose name is set forth immediately above their signature, and that they
have been expressly authorized to sign the Agreement on behalf of such person or
entity.

Dated:         , 1998                   Dated:         , 1998
      ---------                               ---------

DECLARANT:                              CLUB:

EPIC RESORTS, LLC, a                    EPIC VACATION CLUB, a
Delaware limited liability company      Delaware nonprofit corporation


By                                      By   
   -----------------------------           ----------------------------------
     Thomas F. Flatley, Manager                Thomas F. Flatley, President

                                    8
<PAGE>


[1] trustor; mortgagor; lessee; sublessee
[2] beneficiary; mortgagee; lessor; sublessor


                           ADDENDUM TO SECURITY DOCUMENT
                                          
                                          
     This Security is given by [1] to secure [1]'s obligations to [2] under 
that certain "Epic Vacation Club Vacation Plan Agreement" dated ___________, 
1998 by and between [1] as "Club" and [2] as "Declarant," and as the same may 
be amended.  Said Agreement provides, among other things, that Declarant (a) 
has an exclusive right to sell Memberships in Club on behalf of Club, and (b) 
shall receive the entire gross proceeds from Declarant's sales of Memberships 
in Club.

ACQUISITION OF PROPERTY.  If Declarant or any other person (an "Acquiring
Party") acquires the Property or any portion thereof or interest therein through
foreclosure, deed in lieu of foreclosure, termination of lease or other means
by, through or under this Security Document ("Property Transfer Events"):

     1.   NONDISTURBANCE.  The Acquiring Party shall not disturb or impair 
the use rights, interests and recreation benefits, with respect to the 
Property so acquired, of Club Members who are not in default under their 
purchase obligations and their obligations to the Club pertaining to the 
Property or any portion thereof, as described in the Declaration and the 
Governing Documents, including, without limitation, Club Members who timely 
cure defaults which arise before or after a Property Transfer Event.  Without 
limiting the foregoing, the term "Club Members" shall mean and include those 
persons or entities who acquired Memberships in any way, including for 
example and without limitation, parties who purchased Memberships (a) 
directly from the Club or the Declarant, (b) from a holder of a Membership 
Contract evidencing the obligation of a purchaser of a Membership to pay the 
balance of the purchase price for that Membership (a "Membership Contract") 
who acquired title to the Membership through foreclosure, conveyance in lieu 
of foreclosure, or other means pursuant to rights of the holder under the 
Membership Contract ("Membership Transfer Event"), (c) in a Membership 
Transfer Event, or (d) from any other purchaser who acquired title in a 
Membership Transfer Event.

     2.   NOT LOST TO USE.  The Property so acquired shall not be considered
"lost to use" for purposes of Section 4.4(c) of the Declaration.

     3.   TENANCY.  The Acquiring Party shall honor all obligations of Club as
tenant under any valid and existing lease for the Property to the same extent as
if the Club were still the tenant.

     4.   REPLACEMENT PROCEEDS.  Condemnation and/or damage insurance proceeds
shall be divided between the Acquiring Party and the Club as provided in the
Declaration notwithstanding anything in this Agreement or any Security Document
to the contrary, as though the Acquiring Party were the Declarant with respect
to the Property.

                                    EXHIBIT A TO
                              VACATION PLAN AGREEMENT

                                    
<PAGE>


     5.   SUBORDINATION.  The interest of the Acquiring Party will be subject 
and subordinate to the "Declaration of Vacation Ownership Plan (Epic Resorts 
- __________)" dated __________, 19__ and recorded __________, 19___ in 
Volume ______ at Page ____, Document No. __________, Official Records, 
____________ County, ______________ ("Declaration").

Dated:         , 19    .                Dated:         , 19    .
      ---------    ---                         --------     ---

DECLARANT:                              CLUB:

EPIC RESORTS, LLC a                     EPIC VACATION CLUB, a
Delaware limited liability company      Delaware nonprofit corporation



By                                      By   
   ------------------------------         ------------------------------------
     Thomas F. Flatley, President             Thomas F. Flatley, Secretary


State of ____________    )
                         ) ss.
County of ___________    )


On ______________  before me ___________, a Notary Public, personally 
appeared THOMAS F. FLATLEY,
[Check one]:
     [ ] personally known to me
     [ ] proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the within instrument and 
acknowledged to me that he executed the same in his authorized capacities, 
and that by his signature on the instrument the person, or the entity upon 
behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.


Signature                          
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                                                            [seal]
                                          
                                          
                                          
                                          
                                          
                                          
                                    EXHIBIT A TO
                              VACATION PLAN AGREEMENT

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