<PAGE>

                                        RULES

                                          OF

                                  EPIC VACATION CLUB

                                ADOPTED DECEMBER, 1998

     These Rules have been established for the benefit of all EPIC VACATION CLUB
("Club") Memberships, under the Vacation Ownership Plan ("Plan") as described
and established in the Governing Documents.

                                       CONTENTS

<TABLE>
<CAPTION>

RULE      TITLE                                                                  PAGE
<S>      <C>                                                                     <C>
1:   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.1  Basic Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.2  Bonus Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
     1.3  Home Resort. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.4  Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.5  Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.6  Point. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.7  Point Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.8  Resort . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     1.9  Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

2:   POINT USE RESERVATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.1  Booking Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.2  How. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.3  Advance Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.4  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.5  Confirmation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.6  Cancellations/Changes. . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.7  Minimum Stays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.8  Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.9  Borrowing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     2.10 Carry-over . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     2.11 Delinquency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

3:   BONUS USE RESERVATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     3.1  Reservations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     3.2  Advance Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     3.3  Maximum Stay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3.4  Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3.5  "Weekends" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3.6  Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     3.7  Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

<PAGE>

4:   CHECK-IN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

5:   CARE OF UNITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     5.1  Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     5.2  Modifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     5.3  Maid Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     5.4  Inventory. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     5.5  Entry. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     5.6  Number of Persons. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     5.7  Signs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     5.8  Minors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

6:   CONDUCT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.1  Animals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.2  Barbecuing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.3  Clothes Drying . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.4  Children . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.5  Controlled Substances. . . . . . . . . . . . . . . . . . . . . . . . . . .7
     6.6  Personal Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

7:   GUESTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

8:   VIOLATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     8.1  Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     8.2  Failure to Vacate. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     8.3  Conflicts/Priority . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

9:   AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

EXHIBIT
     1.5  SEASONS
     2    POINT VALUES
</TABLE>

1:   DEFINITIONS.  The terms used in these Rules shall have the same meanings as
set forth in the Declaration, unless the context otherwise requires.  For
convenience, some of the Definitions from the Declaration are repeated here:

     1.1  BASIC MEMBERSHIP; 5,000 Points, the minimum required to be held to
constitute a Membership.

     1.2  BONUS USE; a specific time period of consecutive days during which a
Member has exclusive use rights in a Unit under a Reservation made according to
these Rules in addition to such Member's Point Use and for which the specified
fee is paid to the Club.  The fee must bear a reasonable relationship to the
actual cost of the use.  Bonus Use is time made available because of no prior
Reservation for Point Use.

                                      2
<PAGE>

     1.3  HOME RESORT.  The Resort so designated on an Owner's Vacation Owner
Agreement, in which the Owners so designated have a 60-day priority Reservation
right for Point Use.

     1.4  MEMBER; a Member of the Club, further described in Declaration Section
4.2; also known as "OWNER".

     1.5  MEMBERSHIP; the relationship of a Member to the Club; the bundle of
rights, duties, and benefits of a Member, as further described in Declaration
Section 4.3; also known as "VACATION OWNERSHIP INTEREST."

     1.6  POINT; the essential element and measure of a Membership, further
described in the Declaration Section 4.4.

     1.7  POINT USE; a specific time period of consecutive days during which a
Member has exclusive use rights in a Unit under a Reservation made according to
the Rules and for which Points are surrendered.

     1.8  RESORT; collectively, the Property and all Common Area and other
separately owned or rented dwelling units governed or administered under a
common plan, pursuant to the Master Declaration, if applicable, including all
Improvements constructed thereon or therein, and the Units, and the recreational
facilities and Common Area appurtenant thereto.  The term "Resort" may also
refer to any and all Resorts that are dedicated to the Vacation Plan if the
context so allows or requires.

     1.9  UNIT; the portion of the Property to which a Member receives exclusive
use rights when a Reservation is made under the Rules, which Unit may consist of
a single family home, condominium unit, a dwelling on a lot in a planned
development, an apartment, a hotel room or suite, a mobilehome, a house boat, a
motor home, a park trailer, a recreational vehicle, a cabin, and/or any similar
facility including human living quarters.

2:   POINT USE RESERVATIONS.  You have the right to occupy the Club Units on a
space available basis and to the extent allowed by the annual use of Points
which you have purchased.  Point Use value for each Unit for each week of the
year will be determined by the Club Board and published to the Owners as part of
the Rules.  See Exhibit 2, "Point Values."

     2.1  BOOKING ORDER.  Reservations will be honored on a first-received,
first-confirmed, space available basis.  The Club may implement a Reservation
waiting list or establish another system to prioritize Members' reservation
requests in high-demand vacation time to ensure fair and equitable access by all
Members.  Reservation of a specific time is dependent on space availability. 
The Club cannot guarantee that a particular reservation request can be
fulfilled.

     2.2  HOW.  Reservations may be made by telephone, telegraph, e-mail, fax or
mail, but it is recommended that the telephone be used, as the Club will not be
responsible for lost papers or timeliness of bookings.

                                    3
<PAGE>

     2.3  ADVANCE NOTICE.  A Reservation may be made no earlier than (a) 14
months at your Home Resort, (b) 12 months at any Resort other than your Home
Resort, and (c) in any case no later than 24 hours before the first day of
occupancy.  However, a Reservation made later than 14 days before occupancy will
be competing with possible Bonus Use Reservations.  Certain Minimum Stay periods
apply.  See Rule 2.7 below.

     2.4  NUMBER.  You may hold only one Point Use Reservation at one time for
each equivalent of a Basic Membership owned.  "Weekend" and "Holiday"
Reservations are limited to one Reservation per Use Year for each equivalent of
a Basic Membership owned.  "Weekend" means any period which includes a Friday or
Saturday night.  A Holiday is New Year's Day, Presidents' Day, Easter, Memorial
Day, July 4th , Labor Day, Veterans' Day, Thanksgiving, and Christmas.

     2.5  CONFIRMATION.  Your Reservation request must be confirmed by the Club
in writing or by facsimile or telegram and a Reservation number assigned before
it is valid.  If you do not promptly receive a Reservation confirmation,
telephone the Reservation department of the Club.  You must present such written
confirmation or, if unavailable, the confirmation number, at check-in at the
applicable Resort.

     2.6  CANCELLATIONS/CHANGES.  It is recommended that all changes or
cancellations be made by telephone.  The Club will not be responsible for lost
papers or timeliness of cancellations when done by letter or fax.  Any change or
cancellation more than 24 hours after a Reservation is made will require a
$29.00 change fee.  Points for which a Reservation is cancelled within 30 days
of intended use can only be used for Reservations of 30 days or less and cannot
be carried-over.

     2.7  MINIMUM STAYS.  Point Use Reservations must be for 3 or 4 consecutive
nights; for any number of full weeks, or for any number of full weeks plus 3 or
4 consecutive nights, subject to the following, based on how far in advance a
Reservation is made:

<TABLE>
<CAPTION>
                                          Minimum
                   Advance Notice        Night Stay
                   --------------        ----------
               <S>                    <C>
                14 Months to 61 Days         7

                 60 Days to 31 Days          3

                 30 Days to 24 Hours         1
</TABLE>

     2.8  MAINTENANCE.  The Club shall reserve up to 7 nights and days, not
necessarily consecutively, during each calendar year as a maintenance period for
each Unit, when the Club shall maintain, refurbish, and repair the Unit as
necessary.  No Reservations for a Unit shall be accepted during its maintenance
period.

     2.9  BORROWING.  You may borrow for use in your current Use Year all or
part of your Points from your next following Use Year upon the following
conditions:

                                    4
<PAGE>

          2.9.1     ASSESSMENT.  You have paid the Club annual assessment for
the following year, unless Points are being borrowed only to partially complete
the last night of a Reservation period;

          2.9.2     60 DAYS.  The last night of a Reservation using borrowed
Points must be within 60 days of the date the Reservation is being made;

          2.9.3     CARRY-OVER POINTS cannot be borrowed;

          2.9.4     LIMITS PER USE YEAR.  Borrowing may occur multiple times;
but only when making a Reservation and only to the extent necessary to complete
the Reservation; and in total not in excess of Points that will be allocated
directly to the following Use Year;

          2.9.5     CANCELLATION of a Reservation using borrowed Points will
return the borrowed Points to the allocation for the following Use Year, and
make them subject to the last sentence of Rule 2.6, if applicable.

     2.10 CARRY-OVER.  Points which are unused may carry-over for use in the
following Use Year upon the following conditions:

          2.10.1    WRITTEN REQUEST is received by the Club more than 4 months
before the end of the current Use Year;

          2.10.2    ASSESSMENTS and charges owed to Club are current;

          2.10.3    IRREVOCABLE.  Points designated for carry-over cannot be
used in the current Use Year and the carry-over designation cannot be revoked;

          2.10.4    ONLY ONE carry-over designation is allowed per Use Year;

          2.10.5    EXPIRATION.  Carry-over Points expire at the end of the year
to which they are carried over; and

          2.10.6    PRIORITY.  Reservations will be charged first against
current Points then against carry-over Points.

     2.11 DELINQUENCY.  No Reservation request will be confirmed if you are
delinquent in the payment of any amount owed to the Club or owed under your
Owner Agreement for purchase of your Membership.

3:   BONUS USE RESERVATIONS.  Only perpetual Members have the right to occupy
Club Units through Bonus Use, subject to the following.  Guests cannot occupy a
Unit during Bonus Use without a Member present.  Term Members are not entitled
to Bonus Use.

     3.1  RESERVATIONS.  Point Use Reservations Rules 2.1, 2.2, 2.8 and 2.11
apply.

     3.2  ADVANCE NOTICE.  Reservations for Bonus Use may be made no earlier
than 14 days before the first day of occupancy.

                                    5
<PAGE>

     3.3  MAXIMUM STAY.  Bonus Use may be reserved for 1 night and no more than
4 consecutive nights per stay, but may be joined with Point Use Reservations to
extend the Bonus Use or the Point Use period of stay.  Even if Point Use and
Bonus Use Reservations are joined, each is still subject to its own specific
Reservation rules.

     3.4  NUMBER.  You may hold only one Bonus Use Reservation at one time.

     3.5  "WEEKENDS."  You may use only one Bonus Use Reservation which includes
a Friday, Saturday or holiday night every 90 days.  There is no restriction on
the number of weekday night Bonus Uses.

     3.6  FEE.  The fee for Bonus Use shall be established by the Board.

     3.7  CANCELLATION.  If you cancel a Bonus Use Reservation less than 2 days
prior to check-in you will still be charged the Bonus Use daily fee for the
day(s) reserved to the extent they cannot be charged to another Member.

4:   CHECK-IN.  Check-In shall be 4 p.m. or later and Check-Out shall be 11:00
a.m. or earlier.  Check-In for any Reservation of one week or more must be on
Friday, Saturday or Sunday.

5:   CARE OF UNITS.  When you or your guests occupy a Unit, you, the Owner, are
responsible for any damage to or loss of furnishings during such occupancy,
other than normal wear and tear.

     5.1  CHARGES.  Any unpaid charges for service, damage or loss will be added
to your bill at Check-Out or will be billed directly to you.  Nonpayment of such
charges will be cause for suspension of occupancy privileges until paid.

     5.2  MODIFICATIONS.  No structural changes, reorganization or removal of
furniture, wall hangings, or floor coverings or redecorating of any type within
the Units or other areas of the Property are permitted.

     5.3  MAID SERVICE.  Members who own at least the equivalent of two Basic
Memberships may be subject to additional maid service charges for more than one
Point Use occupancy per Use Year.  Members who own less than the equivalent of
two Basic Memberships may be subject to additional maid charges for more than
one Point Use occupancy every two Use Years.  Additional maid services are
available for an additional charge, which shall be payable upon departure.

     5.4  INVENTORY.  At Check-In you may be given an inventory list for
approval.  You should report any missing items, damage or deterioration of your
assigned Unit or its Common Furnishings to the Manager as soon as possible after
checking in.  During the four-hour maintenance period after each Member's period
of occupancy, a complete inventory of the furnishings and equipment allocated to
each Unit will be conducted.  Any items which are missing or damaged following
your or your guest's departure will be charged to you.

                                    6
<PAGE>

     5.5  ENTRY.  The Manager has a pass key to all Units.  In case of
emergency, the Manager or the Manager's employee may enter your Unit, and shall
notify you, as soon as reasonably possible, of the reason for such entry.

     5.6  NUMBER OF PERSONS.  Rollaway beds and cribs may be available for a
nominal charge.  Check with the Resort office for specific details.  You must
observe the published occupancy limit for each Resort and Unit.  Occupancy
limits are typically set by local fire ordinances and will be strictly enforced.

     5.7  SIGNS.  No sign, advertisement, notice or other lettering shall be
exhibited, displayed, inscribed, painted or affixed to or on any part of the
Property without written permission from the Club.

     5.8  MINORS.  No one under age eighteen (18) may occupy a Unit unless
accompanied by a person, twenty-one (21) or older.

6:   CONDUCT.  The Club may establish and post specific rules governing
potentially loud or disturbing activities such as musical instruments, sound
equipment, or late-evening entertainment.

     6.1  ANIMALS.  No animals may be brought onto the Property.

     6.2  BARBECUING.  Barbecuing is allowed only in designated areas.

     6.3  CLOTHES DRYING.  Towels, bathing suits and other items may not be left
on patios or railings so as to be visible from other Units or the Common Area.

     6.4  CHILDREN.  Members are responsible for the conduct of their children.

     6.5  CONTROLLED SUBSTANCES.  Illegal drugs cannot be brought to the
Property, and doing so will result in suspension or termination of your
Membership.  Prescription drugs should be brought only in quantities required
while at the Resort.

     6.6  PERSONAL PROPERTY.  Neither the Manager nor the Club are responsible
for any belongings left by you or your guests.  You and your guests are
responsible for removing all nonClub personal property from the Unit prior to
Check-Out.  Except in areas which may be designated for such purpose by the
Manager (for example, storage lockers), neither you nor your guest may keep
personal property at the Resort other than in your assigned Unit during your
Point Use or Bonus Use.

7:   GUESTS.  During your reserved period you may allow others to use your 
Unit, subject to these Rules.  The Manager will not give access to any Unit 
without written permission from the Member in whose name there is a confirmed 
Reservation.  If you intend for a guest to use your reserved period you must 
inform the Club in writing prior to the first day of the reserved period. 
Please indicate name(s) and address(es) of the guest(s).  Guests will be 
required to show proof of identification and sign a registration card at 
Check-In.

                                    7
<PAGE>

     CHARGING GUESTS.  You may charge guests for using your Point Use
Reservations, at your discretion.

8:   VIOLATIONS.

     8.1  GENERALLY.  Your failure to abide by these Rules or the terms and
conditions of the Plan could result in temporary or permanent suspension of your
rights and privileges as an Owner.

     8.2  FAILURE TO VACATE.  If you or your guests fail to vacate a Unit by
Check-Out of the last day of your reserved period of occupancy, you will be
subject to the repayment of all costs incurred by the Club and other Members,
and other consequences, as described in the Declaration.

     8.3  CONFLICTS/PRIORITY.  If there is a conflict between the Declaration or
Bylaws, and the Rules, the Declaration, the Bylaws and then the Rules shall
control, in that order.

9:   AMENDMENTS.  The Club Board may amend these Rules from time to time in
accordance with the Plan, except Rules specifying the following can only be
changed by approval of the Members: (1) the advance notice required for making
or canceling Reservations, or (2) the number of Reservations for Point Use which
can be held at one time, or (3) the designations of Seasons.

                                    8
<PAGE>


                                    EXHIBIT 1.5
                                          
                                      SEASONS*

<TABLE>
<CAPTION>
                                          
 RESORT           SEASON                 DATES
 ------           ------   ----------------------------------
                           1999   2000    2001   2002    2003
<S>               <C>     <C>    <C>     <C>    <C>     <C>
 Daytona Beach

 Hilton Head

 Las Vegas

 London Bridge

 Palm Springs

 Scottsdale

</TABLE>



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

*    Exchange companies may designate different Season periods.

                                     EXHIBIT 1.5

<PAGE>


                                     EXHIBIT 2
                                          
                                    POINT VALUES

<TABLE>
<CAPTION>
                                    UNIT TYPE         POINTS
 RESORT              SEASON        (BEDROOMS)        PER WEEK
 ------              ------        ----------        --------
<S>                 <C>           <C>               <C>
 Daytona Beach

 Hilton Head

 Las Vegas

 London Bridge

 Palm Springs

 Scottsdale

</TABLE>


                                          
                                          
                                     EXHIBIT 2