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                                       SUBLEASE


     This Sublease is dated for reference purposes December, 1998, between 
[Epic Resorts LLC resort subsidiary] RESORTS - PALM SPRINGS MARQUIS VILLAS, 
LLC, a Delaware limited liability company ("Sublessor") and EPIC VACATION 
CLUB, a Delaware nonprofit corporation, as Sublessee ("Club").

1:   ASSERTIONS.  This Sublease is made with reference to the following facts
and objectives, each of which is a material provision of this Sublease:

     1.1  MASTER LEASE.  Sublessor is the owner of a leasehold estate under that
certain Business Lease No. PSL-235 ("Master Lease") by and between STEVEN ALLEN
RICE ("Master Lessor") and WESTERN VENTURES, INC., a Nevada Corporation, and
approved by the Area Director, Bureau of Indian Affairs, Department of Interior,
on July 25, 1980.  Said Master Lease was recorded August 9, 1983 as Document No.
160117, Official Records, Riverside County, California, and was subsequently
assigned to Sublessor.  This Sublease and the interest of the parties hereto and
any successor in interest of Club are subject to all of the covenants,
conditions, and restrictions set forth in the Master Lease and amendments
thereto, and to the rights and interest of the Master Lessor.  The Master Lease
is hereby incorporated as a part of this Sublease as though fully set forth
herein.  Sublessor desires to sublease the Premises to Club in connection with
the Club Vacation Ownership Plan.

     1.2  CLUB desires to sublease the Premises from Sublessor upon the terms
and conditions stated in this Sublease for the purpose of operating a vacation
club under the Club Vacation Ownership Plan.

     1.3  DECLARATION.  The Vacation Ownership Plan is established by that
certain "Declaration of Vacation Ownership Plan (Epic Vacation Club -- Palm
Springs Marquis Villas)" ("Declaration") dated the same date as this Sublease
with Sublessor as the Declarant and Club as the Co-Declarant.  The Declaration
shall be recorded in the County immediately following recordation of a
Memorandum of this Sublease.  This Sublease should be read and applied only in
connection with the Declaration and is not effective without recordation of the
Declaration.  In any inconsistency the Declaration shall prevail.

     1.4  CONTENTS OF SUBLEASE.

<TABLE>
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ARTICLE/SECTION     TITLE                                                        PAGE
<S>                                                                               <C>
1:   ASSERTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.1  Master Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.2  Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.3  Declaration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.4  Contents of Sublease . . . . . . . . . . . . . . . . . . . . . . . . . . .1

<PAGE>

ARTICLE/SECTION     TITLE                                                        PAGE

2:   PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.1  Description. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     2.2  Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

3:   TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

4:   RENT AND PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     4.1  Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     4.2  Taxes and Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . .3

5:   USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
     5.1  Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     5.2  Waste; Nuisance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     5.3  Continuous Operation . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     5.4  Competition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

6:   INDEMNITY AND EXCULPATION; INSURANCE. . . . . . . . . . . . . . . . . . . . . .4
     6.1  Exculpation of Sublessor . . . . . . . . . . . . . . . . . . . . . . . . .4
     6.2  Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     6.3  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
     6.4  Fire Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.5  Casualty Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.6  Premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.7  Sublessor's Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.8  Replacement Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.9  Release. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.10 Waiver of Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . .5
     6.11 Insurance Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . .6

7:   DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     7.1  Club Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
     7.2  Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     7.3  Sublessor's Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
     7.4  Master Lease Default . . . . . . . . . . . . . . . . . . . . . . . . . . .8
     7.5  Acquisition of Property. . . . . . . . . . . . . . . . . . . . . . . . . .9

8:   CLUB'S RIGHT OF FIRST REFUSAL . . . . . . . . . . . . . . . . . . . . . . . . 10
     Exclusions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

9:   WAIVER OF SUBLESSOR'S LIEN. . . . . . . . . . . . . . . . . . . . . . . . . . 10
     9.1  Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     9.2  Restoration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

10:  SURRENDER OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     10.1 Removals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     10.2 Sublessor's Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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     10.3 Failure to Surrender . . . . . . . . . . . . . . . . . . . . . . . . . . 11

11:  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     11.1  Agency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     11.2  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     11.3  Assignment or Subletting. . . . . . . . . . . . . . . . . . . . . . . . 11
     11.4  Attorney's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.5  Estoppel Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.6  Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.7  Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.8  Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.9  Reasonableness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.10 Recording Memorandum. . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.11 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.12 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.13 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.14 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     11.15 Word Usage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

12:  SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

     EXHIBIT
     A    DESCRIPTION OF PREMISES

</TABLE>

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2:   PREMISES.  Sublessor hereby Subleases to Club the Premises.

     2.1  DESCRIPTION.  The Premises and Property are described on Exhibit A
attached hereto.
     
     2.2  ACCEPTANCE.  Signing and acknowledging the Declaration and this
Sublease constitutes acceptance of the Premises by Club and acknowledgment that
the Premises are in good condition.

3:   TERM.  The Term of this Sublease shall commence on ___________, 1998 and
shall expire July 25, 2045.  Sublessor and Club hereby waive termination upon
destruction of the Premises.

4:   RENT AND PAYMENTS.

     4.1  RENT.  Consideration to Sublessor for this Sublease is set forth in
Section 1.5 of the Declaration.  Sublessee shall be responsible for the rent due
under the Master Lease.

     4.2  TAXES AND ASSESSMENTS.  Taxes and assessments levied by local
government authorities having the power to tax shall be paid by Club.

5:   USE.  The use, and responsibilities for maintenance and operation, of the
Premises are governed and limited by the Declaration.  However, the Club shall
have the final decision on 

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issues of operating or maintaining shared facilities, subject to Section 11.7 
below.  Club hereby waives any rights and benefits under California Civil 
Code Sections 1941 and 1942.

     5.1  COMPLIANCE WITH LAWS.  Club shall comply with all laws concerning the
Premises or Club's use of the Premises, including, without limitation, the
obligation at Club's cost to alter, maintain, or restore the Premises in
compliance and conformity with all laws relating to the condition, use, or
occupancy of the Premises.  Except that Club shall not be obligated to comply
with any law that requires alterations, maintenance, or restoration to the
Premises unless the alterations, maintenance, or restoration are required as a
result of Club's particular and specific use of the Premises at the time. 
Sublessor shall make any alterations, maintenance, or restoration to the
Premises required by such laws that Club is not obligated to make.

     5.2  WASTE; NUISANCE.  Club shall not use the Premises in any manner that
will constitute waste, nuisance, or unreasonable annoyance (including, without
limitation, the use of loudspeakers or sound or light apparatus that can be
heard or seen outside the Premises) to owners or occupants of adjacent
properties.  Club shall not do anything on the Premises that will cause damage
to the Premises.

     5.3  CONTINUOUS OPERATION.  Club shall continuously use the Premises only
and exclusively for the uses specified in the Declaration.

     5.4  COMPETITION.  Club shall not own, operate or become financially
interested in other properties in connection with a vacation club resort or
hospitality business without the express written consent of Sublessor.  The
proceeds from any such prohibited business venture by Club shall constitute
additional rent to Sublessor.

6:   INDEMNITY AND EXCULPATION; INSURANCE.

     6.1  EXCULPATION OF SUBLESSOR.  Club waives all claims against Sublessor
for damage to person or property arising for any reason, except that Sublessor
shall be liable to Club for damage to Club directly resulting from the acts or
omissions, if there was a duty to act, of Sublessor or its authorized
representatives.

     6.2  INDEMNITY.  Club shall hold Sublessor harmless from, and indemnify
Sublessor for, all damages arising out of any damage to any person or property
occurring in, on, or about the Premises, to the extent such damage is not
proximately caused by Sublessor or its authorized representatives.

     6.3  INSURANCE.  Club at its cost shall maintain public liability and
property damage insurance as required in its Bylaws, insuring against all
liability of Club and its authorized representatives arising out of and in
connection with Club's use or occupancy of the Premises.

          6.3(a)    INDEMNITY.  All public liability insurance and property
damage insurance shall insure performance by Club of the indemnity obligation in
Section 6.2.  Sublessor and Sublessor's lenders shall be named as additional
insureds, and the policy shall contain cross-liability endorsements.

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<PAGE>

          6.3(b)    INCREASES.  Not more frequently than each three (3) years,
if, in the opinion of Sublessor's lender or of the insurance broker retained by
Sublessor, the amount of public liability and/or property damage insurance
coverage at that time is not adequate, Club shall increase the insurance
coverage as required by either Sublessor's lender or Sublessor's insurance
broker.

     6.4  FIRE INSURANCE.  Club at its own cost shall maintain on all its
personal property, fixtures, and real property improvements Subleased to it in,
on, or about the Premises, a policy of standard fire and extended coverage
insurance, with vandalism and malicious mischief endorsements, to the extent of
at least 100% of their actual full replacement value.  The proceeds from any
such policy shall be used by Club as directed in the Declaration.  Both parties
shall be named as insureds.

     6.5  CASUALTY INSURANCE.  Club at its cost shall maintain on the Premises
full coverage plate glass insurance, and earthquake and flood insurance in
amounts reasonably adequate and affordable, if available.  Both parties shall be
named as insureds.

     6.6  PREMIUMS.  Club shall pay the premiums for maintaining the insurance
required by this Article 6.  Club shall reimburse Sublessor, within 10 days
after receiving written demand, for insurance premiums paid by Sublessor for the
purpose of maintaining the insurance required from Club under this Article 6.

     6.7  SUBLESSOR'S INSURANCE.  Sublessor shall bear the proportionate cost
under all of the policies named above attributable to the portion of the
Property reserved by Sublessor and not Subleased to Club or over which Sublessor
has exclusive use, based on the relative portions of square feet occupied by
each party.

     6.8  REPLACEMENT VALUE.  The "full replacement value" of buildings and
other improvements to be insured under this Article 6 shall be determined by the
company issuing the insurance policy at the time the policy is initially
obtained.  Not more frequently than once every three (3) years, either party
shall have the right to notify the other party that it elects to have the
replacement value redetermined by an insurance company.  The redetermination
shall be made promptly and in accordance with the rules and practices of the
Board of Fire Underwriters, or a like board recognized and generally accepted by
the insurance company, and each party shall be promptly notified of the results
by the company.  The insurance policy shall be adjusted according to the
redetermination.

     6.9  RELEASE.  The parties release each other, and their respective
authorized representatives, from any claims for damage to any person or to the
Premises and to the fixtures and personal property in or on the Premises that
are caused by or result from risks insured against under any insurance policies
carried by the parties and in force at the time of any such damage.

     6.10 WAIVER OF SUBROGATION.  Each party shall cause each insurance policy
obtained by it to provide that the insurance company waives all right of
recovery by way of subrogation against either party in connection with any
damage covered by any policy.  Neither party shall be liable to the other for
any damage caused by fire or any of the risks insured against under any
insurance policy required by this Sublease.  If any insurance policy cannot be
obtained with a waiver of subrogation, or is obtainable only by the payment of
an additional premium charge 

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above that charged by insurance companies issuing policies without waiver of 
subrogation, the party undertaking to obtain the insurance shall notify the 
other party of this fact.  The other party shall have a period of 10 days 
after receiving the notice either to place the insurance with a company that 
is reasonably satisfactory to the other party and that will carry the 
insurance with a waiver of subrogation, or to agree to pay the additional 
premium if such a policy is obtainable at additional cost.  If the insurance 
cannot be obtained or the party in whose favor a waiver of subrogation is 
desired refuses to pay the additional premium charged, the other party is 
relieved of the obligation to obtain a waiver of subrogation rights with 
respect to the particular insurance involved.

     6.11 INSURANCE CONDITIONS.  All the insurance required under this Sublease
shall:

          6.11(a)   RATING.  Be issued by insurance companies authorized to do
business in the State of California, with a financial rating of at least an A +
3A status as rated in the most recent edition of Best's Insurance Reports;

          6.11(b)   PRIMARY.  Be issued as a primary policy;

          6.11(c)   NOTICE.  Contain an endorsement requiring 30 days' written
notice from the insurance company to both parties and Sublessor's lender before
cancellation or change in the coverage, scope, or amount of any policy; and

          6.11(d)   DEPOSIT.  Be evidenced by a policy, or by a certificate of
the policy, together with evidence of payment of premiums, and be deposited with
the other party at the commencement of the term, and on renewal of the policy
not less than 20 days before expiration of the term of the policy.

7:   DEFAULT.

     7.1  CLUB DEFAULT.  The occurrence of any of the following constitutes a
default by Club:

          7.1(a)    RENT.  Failure to pay rent or any other amount payable by
Club hereunder within ten (10) days following the due date thereof.

          7.1(b)    INTERFERENCE IN MARKETING.  Any material interference by
Club in the marketing and sale of Memberships or Club's refusal to admit Members
sold by Sublessor, if such interference or failure continues for 5 days after
written notice has been given to Club.

          7.1(c)    ABANDONMENT of the Premises, which shall be assumed if Club
does not operate the Premises for 10 consecutive days.

          7.1(d)    BREACH.  Substantial failure to perform any other material
provision of this Sublease if the failure to perform is not cured within 30 days
after notice has been given to Club.  If the default cannot reasonably be cured
within 30 days, Club shall not be in default if Club begins to cure the default
within the 30-day period and diligently and in good faith continues to cure the
default.

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          Notices given under this Section 7.1 shall specify the alleged default
and the applicable Sublease provisions, and shall require that Club comply with
this Sublease within the applicable period of time or quit the Premises.  Such
notice shall not be deemed a forfeiture or a termination of this Sublease unless
Sublessor so elects in the notice.  The purpose of the notice requirements set
forth in this Section 7.1 is to extend the notice requirements of the unlawful
detainer statutes of California.

     7.2  REMEDIES.  Sublessor shall have the following remedies if Club commits
a default.  These remedies are not exclusive; they are cumulative and in
addition to any remedies now or later allowed by law.

          7.2(a)    RIGHT TO POSSESSION.  Sublessor may continue this Sublease
in full force and effect, and the Sublease will continue in effect as long as
Sublessor does not terminate Club's right to possession, and Sublessor shall
have the right to continue to sell Memberships in Club pertaining to the
Premises.  During the period Club is in default, Sublessor can sell Club
Memberships to the extent there are Home Resort Memberships available at the
Premises and in any event continue to advertise the Premises as available to
Members who purchase Home Resort Memberships at other resorts.  If Club refuses
to accept such Members, or to allow Members from other resorts in the Club
system to make reservations at the Premises, Sublessor can elect to terminate
this Sublease, exclude the Club from the Premises and form another club which
can issue Home Resort Memberships at the Premises for the account of Sublessor.

          7.2(b)    TERMINATION OF RIGHT TO POSSESSION.  Sublessor can terminate
Club's right to possession of the Premises at any time, by any lawful means, in
which case the Sublease shall immediately terminate and the Club shall
immediately surrender the Premises.  No act by Sublessor other than giving
notice to Club shall terminate this Sublease under this Article 7.  Acts of
maintenance, efforts to sell Memberships designating the Premises as the Home
Resort, or the appointment of a receiver on Sublessor's initiative to protect
Sublessor's interest under this Sublease shall not constitute a termination of
Club's right to possession.

          7.2(c)    RECEIVER.  If Club is in default of this Sublease, Sublessor
shall have the right to have a receiver appointed to administer the financial
affairs of the Club in regard to the Premises.  Neither the filing of a petition
for the appointment of a receiver nor the appointment itself shall constitute an
election by Sublessor to terminate this Sublease.

          7.2(d)    CURE.  Sublessor, at any time after Club commits a default,
can cure the default at Club's cost.  If Sublessor at any time, by reason of
Club's default, pays any sum or does any act that requires the payment of any
money, the sum paid by Sublessor shall be due immediately from Club to Sublessor
at the time the money is paid.  If repaid at a later date such money shall bear
interest, at the maximum rate permitted by law to be charged, from the date the
money is paid by Sublessor until Sublessor is reimbursed by Club.  Such
repayment, together with interest on it, shall constitute additional rent.

     7.3  SUBLESSOR'S DEFAULT.  Sublessor shall be in default of this Sublease
if it fails or refuses to perform any of its material obligations under this
Sublease if the failure to perform is not cured within 30 days after notice of
the default has been given by Club to Sublessor, or if a requested payment is
not made within the time specified for payment.

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<PAGE>

          7.3(a)    CURE.  If Sublessor's default cannot reasonably be cured
within 30 days, Sublessor shall not be in default if Sublessor commences to cure
the default within the 30-day period and diligently and in good faith continues
to cure the default.  Club, at any time following 30 days after giving written
notice to Sublessor to cure Sublessor's default, may cure such default of
Sublessor.

          7.3(b)    COST.  If Club, by reason of Sublessor's default, pays any
sum or does any act that requires the payment of any money, the money paid by
Club shall be due immediately from Sublessor to Club and if paid at a later date
shall bear interest at the maximum rate an individual is permitted by law to
charge from the date the money is paid by Club until Club is reimbursed by
Sublessor.

     7.4  MASTER LEASE DEFAULT.  The parties shall have the following rights and
obligations in the event of any default by the Sublessor herein under the Master
Lease:

          7.4(a)    NOTICE.  In the event of any default whereby Master Lessor
may terminate the Master Lease, Master Lessor shall give written notice of the
default to Club.  Said notice shall be deemed given thirty (30) days after
mailing thereof to Club, and shall grant Club a reasonable time, which shall be
no longer than sixty (60) days after said notice is deemed given, to cure or to
undertake to cure the default.  Notwithstanding the foregoing, this paragraph
shall not be deemed in any way to create an obligation on the part of the Club
to cure or undertake to cure the default unless such Master Lease has been
terminated by Master Lessor, nor shall the foregoing in any way be deemed to
abrogate any of Club's obligations to Master Lessor under the Master Lease. 
Club may conclusively presume that any written notification from Master Lessor
or the Bureau of Indian Affairs is valid, notwithstanding any claim by the
Sublessor hereof contesting the validity of any such default claimed or asserted
by the Master Lessor in writing to Club.

          7.4(b)    TERMINATION BY CLUB.  Club agrees not to terminate this
Sublease by reason of any default committed by the Sublessor under the Master
Lease so long as the Master Lessor shall, within thirty (30) days after written
notice of such default is deemed given to the Club, commence and diligently
prosecute any and all of its legal and equitable remedies, other than
termination, which are available to it under the Master Lease.  "Non-curable
defaults" shall mean those Master Lease defaults by the Sublessor which cannot
be cured by the mere payment of money prior to termination thereof.

          7.4(c)    CREDIT TO CLUB.  In the event of any curable monetary
default for which Club makes any payment or cures any monetary defaults owing by
the Sublesssor to the Master Lessor, Sublessor shall credit Club for any such
payments as though payment had been made directly to the Sublessor under this
Sublease.

          7.4(d)    SUCCESSION.  Should Master Lessor assert that the Master
Lease has been tenninated by any default, and shall so notify Club in writing,
the Master Lessor shall automatically, without the execution of further
instruments by Master Lessor or by the Club, succeed to the interest of the
Sublessor under this Sublease for the remaining term (including any extensions
or renewals thereof) upon the same terms and conditions and with the same force
and effect as if Master Lessor were the Sublessor under this Sublease, and Club
hereby agrees to attorn to the Master Lessor as its Landlord, such attornment to
be effective and self operative 

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<PAGE>

immediately upon Master Lessor succeeding to the interest of the Sublessor 
under this Sublease.  The rights and obligation of the Club and the Master 
Lessor upon such attornment shall, to the extent of the then remaining 
balance of the term of this Sublease (including any renewals or extensions 
thereof), be the same as now set forth in this Sublease, including all the 
terms, covenants and agreements herein to the effect that the Master Lessor 
shall be bound to the Sublease under all of the terms of the Sublease which 
are binding on Sublessor hereunder, and Club shall have the same remedies 
against the Master Lessor for the breach of any agreement, covenant, or 
condition contained in this Sublease that Club might have under the Sublease 
against Sublessor.  However, Master Lessor shall not be liable for any act or 
omission of the Sublessor under this Sublease, or be subject to any offsets 
or defenses which the Club might have against the Sublessor, or be charged 
with any rent which Club paid to Sublessor under this Sublease for more than 
the last month in which the Master Lessor has given notice to Club that 
Master Lessor has succeeded to the interest of the Sublessor.  In no event 
shall Club be liable to Master Lessor for any default of the Sublessor or for 
any act or omission of Sublessor nor shall Club be subject to or liable for 
any claim, offset, or defense which Master Lessor may at any time have 
against Sublessor under said Master Lease or be bound at any time to pay any 
rent or perform any covenant owing to Master Lessor under or on account of 
the Master Lease.

          7.4(e)    RENT.  Club shall not be obligated to pay rent to the Master
Lessor unless and until Club receives written notice from Master Lessor that
Master Lessor has succeeded to the interest of Sublessor under this Sublease.

          7.4(f)    NOTIFICATION.  Club may conclusively presume that any
written notification from Master Lessor or the Bureau of Indian Affairs is
valid, notwithstanding any claim by Sublessor contesting the validity of any
such default claimed or asserted by the Master Lessor in writing to Club.

          7.4(g)    AMENDMENT.  Master Lessor shall not be bound by any
amendments or modifications to this Sublease, and Club shall not be bound by any
amendments or modifications to the Master Lease, which are made subsequent to
the execution of this Sublease, unless such amendments or modifications have
been previously approved by Master Lessor or Club, respectively, in writing.

     7.5  ACQUISITION OF PROPERTY.  If sublessor or any other person (an
"Acquiring Party") acquires the Premises 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 Sublease ("Property Transfer Events"):

          7.5(a)    NONDISTURBANCE.  The Acquiring Party shall not disturb or
impair the use rights, interests and recreation benefits, with respect to the
Premises so acquired, of Club Members who are not in default under their
purchase obligations and their obligations to the Club pertaining to the
Premises 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 

                                    9
<PAGE>

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.

          7.5(b)    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.

          7.5(c)    TENANCY.  The Acquiring Party shall honor all obligations of
Club as tenant under any valid and existing lease for the Premises to the same
extent as if the Club were still the tenant.

          7.5(d)    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 Premises.

          7.5(e)    SUBORDINATION.  The interest of the Acquiring Party will 
be subject and subordinate to the "Declaration of Vacation Ownership Plan 
(Epic Resorts - _____________)" dated ________________, _____ and recorded 
______________, _____ in Volume ___ at Page _____, Document No. ____, 
Official Records, __________ County, ________ ("Declaration").

8:   CLUB'S RIGHT OF FIRST REFUSAL.  If Sublessor determines to sublease the
remainder of the Property, or any part thereof, to someone other than Club,
Sublessor shall notify Club of the terms on which Sublessor will be willing to
sublease.  If Club, within 30 days after receipt of Sublessor's notice, notifies
Sublessor in writing of Club's agreement to sublease the Property or such part
of the Property on the terms stated in Sublessor's notice, Sublessor shall
sublease the Property or such part of the Property to Club on the terms stated
in the notice.  If Club does not indicate its agreement within said 30 days,
Sublessor thereafter shall have the right to sublease the Property or such part
of the Property to a third party on the same terms stated in the notice.  If
Sublessor does not sublease the Property or such part of the Property within 90
days, any further transaction shall be deemed a new determination by Sublessor
to sublease the Property or such part of the Property, and the process under
this Article 8 shall begin anew.

     EXCLUSIONS.  Club's right of first refusal shall not apply to a transfer
among any of those persons who constitute Sublessor or principals of Sublessor
and the blood relatives of any of those persons, either outright or in trust, or
to a legal entity wherein the majority in financial or beneficial interest is
held by all or some of those persons who constitute Sublessor or principals in
Sublessor.

9:   WAIVER OF SUBLESSOR'S LIEN.  Sublessor shall, within five (5) days after
written demand from Club, execute and deliver any document required by any
supplier, lessor or lender in connection with the installation in the Premises
of Club's personal property or Club's fixtures, in which document Sublessor
waives any rights it may have or acquire with respect to that property, if the
supplier, lessor or lender agrees in writing that:

                                    10
<PAGE>

     9.1  REMOVAL.  It will remove that property from the Premises before the
expiration of this Sublease or within 30 days after termination of this
Sublease, and if it does not so remove the property, it shall have waived any
rights it may have had to the property; and

     9.2  RESTORATION.  It will make whatever restoration to the Premises is
necessary after the removal to restore the Premises to its original condition,
reasonable wear and tear excepted.

10:  SURRENDER OF PREMISES.

     10.1 REMOVALS.  On expiration or 10 days after termination of this
Sublease, Club shall surrender to Sublessor the Premises and all fixtures,
improvements and alterations in good condition (except for reasonable wear and
tear), except for property or alterations that Club has the right to remove or
is obligated to remove.  Club shall perform all restoration necessary to restore
the Premises to its original condition after such removals, reasonable wear and
tear excepted.

     10.2 SUBLESSOR'S REMEDIES.  Sublessor can elect to retain or dispose of in
any manner any alterations or Club's personal property that Club does not remove
from the Premises on expiration or termination of the Sublease as allowed or
required by this Sublease, by giving at least 10 days' notice to Club.  Title to
any such alterations or Club's personal property that Sublessor elects to retain
or dispose of on expiration of the 10-day period shall vest in Sublessor.  Club
waives all claims against Sublessor for any damage to Club resulting from
Sublessor's retention or disposition of any such alterations or Club's personal
property.  Club shall be liable to Sublessor for Sublessor's costs for storing,
removing, and disposing of any alterations or Club's personal property.

     10.3 FAILURE TO SURRENDER.  If Club falls to surrender the Premises to
Sublessor on expiration or 10 days after termination of this Sublease as
required by this Article 10, Club shall hold Sublessor harmless from all damages
resulting from Club's failure to surrender the Premises, including, without
limitation, claims made by a succeeding tenant or purchaser.

11:  GENERAL PROVISIONS

     11.1 AGENCY.  Nothing in this Sublease shall be construed as constituting a
partnership between, or joint venture by, the parties hereto, or constitute
either party the agent of the other.

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

     11.3 ASSIGNMENT OR SUBLETTING.  Club shall not voluntarily assign or
encumber its interest in this Sublease or in the Premises, or sublease all or
any part of the Premises, or allow any other person or entity (except Club's
Members and authorized representatives and users) to occupy or use all or any
part of the Premises, without Sublessor's reasonable consent.  Any assignment,
encumbrance, or sublease without Sublessor's consent shall be voidable and, at
Sublessor's election, shall constitute default.  No consent under this Section
shall constitute a further waiver of the provisions of this Section.

                                    11
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                                ### MISSING TEXT ###
                                          
     11.4   ATTORNEY'S FEES.

     11.5   ESTOPPEL CERTIFICATE.

     11.6   FURTHER ASSURANCES.

     11.7   ARBITRATION.

     11.8   NOTICE.

     11.9   REASONABLENESS.

     11.10  RECORDING MEMORANDUM.

     11.11  RECORDS.

     11.12  SEVERABILITY.

     11.13  TIME.

     11.14  WAIVER.

     11.15  WORD USAGE.

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

Signed on the date first above written.

SUBLESSOR:                              CLUB:

EPIC RESORTS - PALM SPRINGS             EPIC VACATION CLUB, a Delaware
MARQUIS VILLAS, LLC, a Delaware         nonprofit corporation
limited liability company


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


                                    12
<PAGE>

State of            )
                    ) ss.
County of           )


On _____________, 1998 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 capacity, 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                          
          -------------------------------

                                             [Seal]



                                    13
<PAGE>

                                     EXHIBIT A
                                          
                              DESCRIPTION OF PREMISES




     Condominiums 107, 109, 110, 111 and 112, inclusive, as set forth on that
certain plan entitled "Condominium Plan for Tract 16544" ("Plan") consisting of
five (5) sheets recorded on December 17, 1984 as Instrument number 275194, and
re-recorded on March 20, 1985, as Instrument number 57082, Riverside County
Records, located on:

     Lot 1 and Lots A and B of "Tract No. 16544" shown on the map filed July 24,
1984 in Book 143 of Tract Maps, Pages 39-40, Riverside County Records,
California.








                                          
                                          
                                          
                                          
                                     EXHIBIT A
                                    TO SUBLEASE