SHARE AND ASSET PURCHASE AGREEMENT

     THIS AGREEMENT made the      day of January, 2002,

BETWEEN:

     WINDJAMMER  BAHAMAS (1992) LIMITED,  a corporation  incorporated  under the
     laws of the Commonwealth of the Bahamas,

     (hereinafter called the "Vendor"),

                                                              OF THE FIRST PART,

     - and -

     BAUER  WINDJAMMER   RESORT  AND  SPA  (BAHAMAS)   LIMITED,   a  corporation
     incorporated under the laws of the Commonwealth of the Bahamas,

     (hereinafter called the "Purchaser"),

                                                             OF THE SECOND PART,

     - and -

     THE BAUER PARTNERSHIP,  INC., a corporation  incorporated under the laws of
     the State of Nevada,

     (hereinafter called the "Corporation"),

                                                              OF THE THIRD PART.

     WHEREAS:

A.   The Vendor owns all of the issued and outstanding  shares in the capital of
     Windjammer Holdings Limited and Elgin Holdings Limited;

B.   Windjammer  Holdings Limited owns all of the issued and outstanding  shares
     in the capital of Windjammer  Landing  Company St. Lucia (1992) Limited and
     Windjammer  Landing  Company  Limited,  which  collectively  own all of the
     assets and carry on the business of the  Windjammer  Landing Resort located
     in Labrelotte Bay, St. Lucia;

C.   The Vendor is owed  approximately  $12.0  million plus accrued  interest by
     Windjammer  Landing  Company St.  Lucia (1992)  Limited,  $8.3 million plus
     accrued  interest by Windjammer  Landing Company Limited and  approximately
     $0.8 million plus accrued interest by Elgin Holdings Limited;

D.   The  Vendor  also owns  certain  assets  and owes  certain  liabilities  in
     connection  with the business of selling time share units at the Windjammer
     Landing Resort; and
<PAGE>

E.   The Purchaser wishes to acquire from the Vendor such shares and such assets
     and  assume  such  liabilities,   and,  contemporaneously  therewith,  make
     arrangements for the payment by Windjammer Landing Company St. Lucia (1992)
     Limited,  Windjammer  Landing Company Limited and Elgin Holdings Limited to
     the Vendor of all amounts owed to it, all in accordance  with the terms and
     conditions of this Agreement;


     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  THAT  in  consideration  of the
respective covenants,  agreements,  representations,  warranties and indemnities
herein contained and for other good and valuable  consideration (the receipt and
sufficiency of which are  acknowledged by each party),  the parties covenant and
agree as follows:


                                    ARTICLE I

                                 INTERPRETATION

1.1  Defined  Terms.  For the  purpose of this  Agreement,  unless  the  context
otherwise  requires,  the following terms shall have the respective meanings set
out below and  grammatical  variations  of such terms  shall have  corresponding
meanings:

     (a)  "Assumed Liabilities" has the meaning set out in Section 2.2;

     (b)  "Audited   Consolidated   Financial   Statements"  means  the  audited
          consolidated  financial  statements  of WHL,  WJSL and  WJSL92 for the
          fiscal periods  ending on April 30th in each of 2000 and 2001,  copies
          of which have been provided to the Purchaser;

     (c)  "Audited  WJSL  Financial  Statements"  means  the  audited  financial
          statements of WJSL for the fiscal periods ending on April 30th in each
          of 2000 and 2001, copies of which have been provided to the Purchaser;

     (d)  "Business" means the business  currently and heretofore  carried on by
          the Vendor and the Windjammer Companies consisting of the operation of
          the Resort,  including the sale of villas and the hotel operation, and
          the sale of time share units at the Resort;

     (e)  "Business  Day" means any day (other  than a Saturday  or a Sunday) on
          which the main branch of Canadian Imperial Bank of Commerce  (Bahamas)
          in Nassau, Bahamas, is open for business;

     (f)  "Claim" has the meaning set out in Section 9.3;
<PAGE>

     (g)  "Closing Balance Sheet" has the meaning set out in Section 2.9;

     (h)  "Closing Date" means the date which is ninety (90) days after the date
          of this  Agreement,  or such other date as may be mutually agreed upon
          by the Vendor and the Purchaser;

     (i)  "Closing Financial Statements" has the meaning set out in Section 2.9;

     (j)  "Closing Income Statement" has the meaning set out in Section 2.9;

     (k)  "Contract" means any agreement,  indenture,  contract,  lease, deed of
          trust,  license,  option,  instrument  or  other  commitment,  whether
          written of oral;

     (l)  "Corporation"  means  The  Bauer  Partnership,   Inc.,  a  corporation
          incorporated under the laws of the State of Nevada;

     (m)  "Debentures"  means,  collectively,  the WJSL  Debenture,  the  WJSL92
          Debenture and the EHL Debenture;

     (n)  "Direct Claim" has the meaning set out in Section 9.3;

     (o)  "Due Diligence Period" has the meaning set out in Section 6.1;

     (p)  "EHL" means Elgin Holdings Limited,  a corporation  incorporated under
          the laws of St. Lucia;

     (q)  "EHL  Debenture"  means the debenture in the principal  amount of $0.8
          million  granted by EHL in favour of the Vendor  pursuant to which the
          Vendor is owed approximately $0.8 million plus accrued interest;

     (r)  "EHL Financial  Statements"  means the internally  produced  unaudited
          financial  statements of EHL for the fiscal periods ending on February
          28th in each of 2000 and 2001,  copies of which have been  provided to
          the Purchaser;

     (s)  "Employee Plans" has the meaning set out in Section 3.25;

     (t)  "Encumbrance" means any encumbrance,  lien, charge, hypothec,  pledge,
          mortgage, title retention agreement,  security interest of any nature,
          adverse claim, exception, reservation,  easement, right of occupation,
          any matter capable of  registration  against title,  option,  right of
          pre-emption, privilege or any Contract to create any of the foregoing;

     (u)  "Financial Statements" means,  collectively,  the Audited Consolidated
          Financial  Statements,  the Audited  WJSL  Financial  Statements,  the
          WJSL92 Financial Statements, the EHL Financial Statements, the Interim
          WJSL Financial  Statements,  the Interim EHL Financial  Statements and
          the Interim WJSL92 Financial  Statements,  a complete listing of which
          is set out in Schedule 1.1(u) attached hereto;
<PAGE>

     (v)  "Guarantee and Exchange  Agreement" has the meaning set out in Section
          2.8;

     (w)  "Indebtedness Documentation" has the meaning set out in Section 2.7;

     (x)  "Indemnified Party" has the meaning set out in Section 9.3;

     (y)  "Indemnifying Party" has the meaning set out in Section 9.3;

     (z)  "Interim  EHL  Financial  Statements"  means  the  interim  internally
          produced financial statements of EHL for the seven month period ending
          on September  30th,  2001,  a copy of which have been  provided to the
          Purchaser;

     (aa) "Interim  WJSL  Financial  Statements"  means the  interim  internally
          produced financial  statements of WJSL for the six month period ending
          on  October  31st,  2001,  a copy of which have been  provided  to the
          Purchaser;

     (bb) "Interim WJSL92  Financial  Statements"  means the interim  internally
          produced  financial  statements  of WJSL92 for the five  month  period
          ending on September 30th,  2001, a copy of which have been provided to
          the Purchaser;

     (cc) "Licenses" has the meaning set out in Section 3.17;

     (dd) "Losses",  in  respect  of any  matter,  means  all  claims,  demands,
          proceedings,  losses, damages,  liabilities,  deficiencies,  costs and
          expenses   (including,   without  limitation,   all  legal  and  other
          professional fees and disbursements,  interest,  penalties and amounts
          paid in settlements)  arising  directly or indirectly as a consequence
          of such matter;

      (ee) "Permitted Encumbrances" means:

              (i) liens for taxes,  assessments and governmental charges due and
              being  contested  in good  faith  and  diligently  by  appropriate
              proceedings  (and for the payment of which adequate  provision has
              been made);

              (ii) servitudes, easements, restrictions,  rights-of-way and other
              similar rights in real property or any interest therein,  provided
              the same are not of such nature as to materially  adversely affect
              the use of the property  subject  thereto by any of the Windjammer
              Companies; (iii) liens for taxes either not due and payable or due
              but for which notice of assessment has not been given;
<PAGE>

              (iv)  undetermined  or  inchoate  liens,  charges  and  privileges
              incidental  to  current  construction  or current  operations  and
              statutory liens,  charges,  adverse claims,  security interests or
              encumbrances  of any  nature  whatsoever  claimed  or  held by any
              governmental  authority  that have not at the time  been  filed or
              registered  against  the title to the asset or served  upon any of
              the  Windjammer  Companies  pursuant  to law  or  that  relate  to
              obligations not due or delinquent;

              (v)  assignments  of  insurance  provided to  landlords  (or their
              mortgagees) pursuant to the terms of any lease and liens or rights
              reserved in any lease for rent or for compliance with the terms of
              such lease;

              (vi) security given in the ordinary  course of the Business to any
              public utility,  municipality or government or to any statutory or
              public   authority  in  connection  with  the  operations  of  the
              Business, other than security for borrowed money;

              (vii) the  reservations in any original grants from the government
              of any real property or interest therein and statutory  exceptions
              to title that do not materially detract from the value of the real
              property  concerned or materially  impair its use in the operation
              of the Business; and

              (viii) the Permitted Encumbrances described in Schedule 1.1(ee);

     (ff) "Purchase Price" has the meaning set out in Section 2.3;

     (gg) "Purchased Shares" has the meaning set out in Section 2.1;

     (hh) "Purchaser" means Bauer Windjammer Resort & Spa (Bahamas)  Limited,  a
          corporation  incorporated  under the laws of the  Commonwealth  of the
          Bahamas;

     (ii) "Real Property" has the meaning set out in Section 3.11;

     (jj) "Resort" means the Windjammer Landing Resort located at Labrelotte Bay
          in St. Lucia;

     (kk) "Third Party" has the meaning set out in Section 9.5;

     (ll) "Third Party Claim" has the meaning set out in Section 9.3;

     (mm) "Time of  Closing"  means 10:00 a.m.  (St.  Lucia time) on the Closing
          Date;
<PAGE>

     (nn) "Vendor"  means  Windjammer  Bahamas  (1992)  Limited,  a  corporation
          incorporated under the laws of the Commonwealth of the Bahamas;

     (oo) "WHL" means Windjammer  Holdings Limited,  a corporation  incorporated
          under the laws of the Commonwealth of the Bahamas;

     (pp) "Windjammer Companies" means, collectively, WHL, EHL, WJSL and WJSL92;

     (qq) "WJSL"  means  Windjammer   Landing  Company  Limited,  a  corporation
          incorporated under the laws of St. Lucia;

     (rr) "WJSL  Debenture" means the debenture in the principal amount of $14.7
          million  granted by WJSL in favour of the Vendor pursuant to which the
          Vendor is owed approximately $8.3 million plus accrued interest;

     (ss) "WJSL92" means Windjammer  Landing Company St. Lucia (1992) Limited, a
          corporation incorporated under the laws of St. Lucia';

     (tt) "WJSL92  Debenture"  means the  debenture in the  principal  amount of
          $14.0  million  granted by WJSL92 in favour of the Vendor  pursuant to
          which the Vendor is owed  approximately  $12.0  million  plus  accrued
          interest; and

     (uu) "WJSL92 Financial  Statements" means the internally produced unaudited
          financial  statements of WJSL92 for the fiscal periods ending on April
          30th in each of 2000 and 2001,  copies of which have been  provided to
          the Purchaser.


1.2  Currency.  Unless  otherwise  indicated,  all dollar amounts referred to in
     this  Agreement  are  expressed  in the  currency  of the United  States of
     America.

1.3  Sections and Headings. The division of this Agreement into sections and the
     insertion of headings are for  convenience  of reference only and shall not
     affect the  interpretation of this Agreement.  Unless otherwise  indicated,
     any  reference in this  Agreement to a section or a Schedule  refers to the
     specified section of or Schedule to this Agreement.

1.4  Number,  Gender  and  Persons.  In this  Agreements,  words  importing  the
     singular  number  only  shall  include  the plural  and vice  versa,  words
     importing  gender  shall  include all genders and words  importing  persons
     shall  include  individuals,  corporations,   partnerships,   associations,
     trusts, unincorporated  organizations,  governmental bodies and other legal
     or business entities.

1.5  Accounting  Principles.  Any  reference  in  this  Agreement  to  generally
     accepted  accounting  principles  refers to generally  accepted  accounting
     principles  as  approved  from time to time by the  Canadian  Institute  of
     Chartered Accountants or any successor institute.
<PAGE>

1.6  Entire Agreement.  This Agreement  constitutes the entire agreement between
     the parties with respect to the subject  matter hereof and  supersedes  all
     prior  agreements,  understandings,  negotiations and discussions,  whether
     written  or  oral.   There  are  no  conditions,   covenants,   agreements,
     representations,  warranties  or  other  provisions,  express  or  implied,
     collateral,  statutory or otherwise,  relating to the subject matter hereof
     except as herein provided.

1.7  Time of Essence. Time shall be of the essence of this Agreement.

1.8  Applicable  Law. This  Agreements  shall be  constructed,  interpreted  and
     enforced in accordance  with, and the respective  rights and obligations of
     the  parties  shall be  governed  by, the laws of the  Commonwealth  of the
     Bahamas,  and each party hereby irrevocably and unconditionally  submits to
     the  exclusive  jurisdiction  of the courts of such  country and all courts
     competent to hear appeals  therefrom.  The Guarantee and Exchange Agreement
     shall be constructed,  interpreted and enforced in accordance with, and the
     respective  rights and obligations of the parties shall be governed by, the
     laws of the State of New York,  and the  Guarantee  and Exchange  Agreement
     shall provide that each party to it shall  irrevocably and  unconditionally
     submit to the  exclusive  jurisdiction  of the courts of such state and all
     courts competent to hear appeals therefrom.

1.9  Severability.  If any provision of this  Agreement is determined by a court
     of competent  jurisdiction to be invalid,  illegal or  unenforceable in any
     respect,  such  determination  shall not  impair or  affect  the  validity,
     legality or enforceability  of the remaining  provisions  hereof,  and each
     provision is hereby declared to be separate, severable and distinct.

1.10 Successors and Assigns.  This  Agreement  shall enure to the benefit of and
     shall be binding on and  enforceable  by the parties and, where the context
     so permits, their respective successors and permitted assigns. No party may
     assign any of its rights or obligations hereunder without the prior written
     consent of the other parties.

1.11 Amendment  and Waivers.  No  amendment  or waiver of any  provision of this
     Agreement  shall be binding on any party unless  consented to in writing by
     such party. No waiver of any provision of this Agreement shall constitute a
     waiver of any other provision, nor shall any waiver constitute a continuing
     waiver unless otherwise expressly provided.

1.12 Schedules.  The  following  Schedules are attached to and form part of this
     Agreement:

         Schedule 1.1(u)     -   Listing of Financial Statements
         Schedule 1.1(ee)    -   Permitted Encumbrances
         Schedule 2.2        -   Purchased Assets and Assumed Liabilities
         Schedule 2.8        -   Matters relating to the Guarantee and Exchange
                                 Agreement
         Schedule 3.9        -   Description of the Resort
         Schedule 3.11       -   Site Plan for the Real Property
         Schedule 3.12       -   Matters relating to the Real Property
         Schedule 3.16       -   Material Contracts
         Schedule 3.17       -   Licenses and Permits
         Schedule 3.18       -   Regulatory and Third Party Consents
         Schedule 3.21(k)    -   Capital Expenditures
         Schedule 3.23       -   Legal and Regulatory Proceedings
         Schedule 3.25       -   Employee Plans
         Schedule 3.26       -   Collective Agreements
<PAGE>

                                   ARTICLE II

           PURCHASE AND SALE OF PURCHASED SHARES AND PURCHASED ASSETS

2.1 Purchase and Sale of Purchased  Shares.  Subject to the terms and conditions
hereof,  the Vendor  covenants  and agrees to sell,  assign and  transfer to the
Purchaser,  and the Purchaser  covenants and agrees to purchase from the Vendor,
all the issued and  outstanding  shares in the capital of WHL and all the issued
and  outstanding  shares in the  capital of EHL  (collectively,  the  "Purchased
Shares").

2.2.   Purchase  and  Sale  of  Purchased   Assets  and  Assumption  of  Assumed
Liabilities.  Subject to the terms and conditions  hereof,  the Vendor covenants
and agrees to sell,  assign and  transfer to the  Purchaser,  and the  Purchaser
covenants and agrees to purchase from the Vendor,  certain  assets in connection
with the business of selling time share units at the Resort,  which  consists of
promissory notes in the approximate  amount of $2.0 million and unsold inventory
of time share units (collectively,  the "Purchased  Assets"),  and the Purchaser
covenants and agrees to assume and be  responsible  for certain  liabilities  in
connection  with the business of selling  time share units at the Resort,  which
consists   primarily  of  commissions   payable   (collectively,   the  "Assumed
Liabilities"),  all as more  particularly  set out and described in Schedule 2.2
attached hereto.

2.3 Purchase  Price.  The purchase  price payable by the Purchaser to the Vendor
for the Purchased Shares and the Purchased  Assets (the "Purchase  Price") shall
be the sum of $5.1  million,  subject to  adjustment as provided for in Sections
2.6, 2.11 and 2.12. The Purchaser and the Vendor  covenant and agree to allocate
the  Purchase  Price  among the  Purchased  Shares and the  Purchased  Assets as
follows:

  Purchased Shares
           - Shares of WHL                 $2.5 million, subject to adjustment
           - Shares of EHL                 $0.1 million

  Purchased Assets
           - Promissory Notes              $2.0 million, subject to adjustment
           -Unsold Time Share Inventory    $0.5 million, subject to adjustment
<PAGE>

The final  allocation of the Purchase  Price among the Purchased  Shares and the
Purchased  Assets  shall be agreed by the Vendor and the  Purchaser  at the time
that final  adjustments to the Purchase Price are made following  preparation of
the Closing Financial Statements.

2.4 Deposits.  Upon execution of this Agreement,  the Purchaser shall pay to the
Vendor the sum of $100,000 as a non-refundable  deposit. The Purchaser shall pay
an additional non-refundable deposit of $100,000 to the Vendor on the date which
is thirty (30) days after the date of this Agreement.  The Purchaser agrees that
both such  deposits  shall be fully  earned  by the  Vendor at the time of their
payment and shall not be refundable to the Purchaser in any event.  In the event
the  transactions  contemplated  by this Agreement are completed,  such deposits
will be applied to the portion of the Purchase Price payable on closing.

2.5 Payment of Purchase Price. The Purchase Price shall be paid by the Purchaser
to the Vendor at the Time of Closing as follows:

     (a)  application  by the Vendor of the deposits in the aggregate  amount of
          $200,000; and

     (b)  delivery to the Vendor, or in such manner as the Vendor may in writing
          direct, a certified cheque or banker's draft in immediately  available
          funds in the amount of $4,900,000, subject to adjustment.

2.6  Repayment of Amounts  Owing by the  Windjammer  Companies to the Vendor and
Certain Adjustments to the Purchase Price.  Contemporaneously  with the purchase
and sale of the Purchased Shares and the Purchased  Assets,  the Purchaser shall
arrange for  sufficient  funds to be advanced to the  Windjammer  Companies  and
shall cause the Windjammer  Companies to repay to the Vendor the amount of $12.9
million  owed  to it by the  Windjammer  Companies,  subject  to  adjustment  as
provided for herein. The Purchaser acknowledges and agrees that the total amount
to be paid to the  Vendor at the Time of  Closing  in  respect of payment of the
Purchase Price and repayment of amounts owing by the Windjammer Companies to the
Vendor shall amount to $18.0 million in the  aggregate.  It is intended that all
accrued  interest  owed to the  Vendor  by the  Windjammer  Companies,  which is
estimated to be in the amount of $4.3 million,  shall form part of the repayment
to occur at the Time of Closing and that a repayment of principal  amounts owing
to the Vendor shall amount to approximately $9.1 million,  so that the remaining
principal balance owing by the Windjammer Companies to the Vendor shall be $12.0
million.  In the event  that the  accrued  interest  to be repaid on  closing is
greater than $4.3 million,  or the amount of principal  required to be repaid in
order to reduce the principal balance outstanding to the Vendor to $12.0 million
is greater than $9.1 million, the portion of the Purchase Price allocated to the
shares of WHL shall be  reduced by the  aggregate  of such  amounts.  It is also
intended  that the portion of the  Purchase  Price  allocated  to the  Purchased
Assets shall be an amount equal to the net book value of the Purchased Assets as
shown in the  Closing  Balance  Sheet.  If such net book value is less than $2.5
million  (which is the estimated  allocation in Section 2.3), the portion of the
Purchase  Price  allocated to the shares of WHL shall be increased by the amount
of such difference, and if such net book value is greater than $2.5 million, the
portion of the Purchase Price  allocated to the shares of WHL shall be decreased
by the amount of such  difference.  For  greater  certainty,  the Vendor and the
Purchaser  acknowledge  and agree that the total  payment to be  received by the
Vendor on closing  from the payment of the Purchase  Price and the  repayment of
amounts owing by the Windjammer  Companies  shall amount to $18.0 million in the
aggregate.
2.7 Documentation to Confirm Indebtedness and  Cross-Guarantees.  As part of the
closing, each of the Windjammer Companies shall execute such documentation, (the
"Indebtedness Documentation"), as the Vendor in its discretion requires in order
to  confirm  and  evidence  that  the  Windjammer  Companies  owe to the  Vendor
immediately after closing the aggregate principal amount of $12.0 million,  that
interest shall accrue on such principal amount at the rate of eight percent (8%)
per annum and that the entire  principal  amount plus all accrued interest shall
be due and payable on the first  anniversary  of the Closing  Date. In addition,
each of the Windjammer  Companies shall provide a guarantee to the Vendor of all
amounts owed to the Vendor by the other  Windjammer  Companies.  The  Debentures
shall remain registered against the assets of the Windjammer  Companies with the
intent  that they act as  security  for all  amounts  owed to the  Vendor by the
Windjammer  Companies.  However,  the Vendor  agrees  that,  if requested by the
Purchaser,  it shall agree to  subordinate  and postpone the  Debentures  to the
lender providing  financing to the Purchaser and/or the Windjammer  Companies to
enable the  Purchaser  and the  Windjammer  Companies to make the payment of the
Purchase Price and the repayment of amounts owing by the Windjammer Companies to
the  Vendor on  closing,  provided  that the  amount to which  the  Vendor  will
postpone and subordinate does not exceed $19 million.
<PAGE>

2.8  Guarantee  and  Exchange  Agreement.  The  obligations  of  the  Windjammer
Companies  under  the  Indebtedness  Documentation  shall be  guaranteed  by the
Purchaser and the Corporation. The obligations of the Purchaser pursuant to such
guarantee shall be secured by all of the assets of the Purchaser,  including the
Purchased Shares and the Purchased  Assets,  on a basis which is satisfactory to
the  Vendor in its  discretion.  In order to  provide  for such  guarantee,  the
Vendor,  the Purchaser and the  Corporation  shall enter into an agreement  (the
"Guarantee and Exchange  Agreement"),  which, in addition to the  aforementioned
guarantees of the Purchaser and the Corporation, shall provide:

         (a)  that  the  indebtedness  owing  to  the  Vendor  pursuant  to  the
Indebtedness   Documentation   may  be  acquired  by  the   Corporation  in  the
circumstances  outlined in Section 2.2 of Schedule 2.8 hereto and exchanged into
common shares of the Corporation on the basis set out in Schedule 2.8.

         (b)  that the  Vendor  may  require  the  Corporation  to  satisfy  the
indebtedness and obligations  owing under the Indebtedness  Documentation at any
time while such  indebtedness  or obligations are outstanding and for any reason
in  exchange  for  common  shares  of the  Corporation,  on the basis set out in
Section 2.1 of Schedule 2.8 hereto; and
<PAGE>

         (c) that the Purchaser and the Corporation, to the extent applicable to
each of them,  covenant  to abide by and agree  with the  matters  addressed  in
Article 3 of Schedule 2.8 hereto.

In addition,  the definitive terms of the Guarantee and Exchange  Agreement must
be  acceptable,  in their  entirety,  to the  Vendor,  its  counsel  and its tax
advisors.

2.9 Closing Financial  Statements.  As soon as is practicable,  and in any event
not later than thirty (30) calendar days  following the Closing Date, the Vendor
shall  deliver to the  Purchaser  a special  purpose  balance  sheet which shall
consolidate  the Windjammer  Companies and the Purchased  Assets and the Assumed
Liabilities  as of the close of business on the day  immediately  preceding  the
Closing  Date  (the  "Closing  Balance  Sheet")  and a  special  purpose  income
statement which shall  consolidate  the Windjammer  Companies and the time share
business of the Vendor for the period (the  "Interim  Period")  from the date of
this Agreement to the day  immediately  preceding the Closing Date (the "Closing
Income  Statement").  Except  for  modifications  required  to meet the  special
purpose as contemplated herein, the Closing Balance Sheet and the Closing Income
Statement  (collectively,  the "Closing Financial Statements") shall be prepared
in accordance with generally accepted  accounting  principles applied on a basis
consistent   with  the  Financial   Statements  and  shall  present  fairly  the
consolidated  financial position of the Windjammer  Companies and the time share
business  of the  Vendor  as of the  close of  business  on the day  immediately
preceding the Closing Date and the consolidated  sales,  earnings and results of
operations of the Windjammer Companies and the time share business of the Vendor
for the Interim Period.

2.10 Disputes Concerning Closing Financial Statements. The Purchaser may dispute
any aspect of the Closing Financial Statements by notice in writing given to the
Vendor  within  two  weeks  following  the  delivery  of the  Closing  Financial
Statements  to the  Purchaser.  Unless  such  dispute is  resolved  promptly  by
agreement,  the Vendor and the Purchaser may request an international accounting
firm not  affiliated  with either the  Purchaser or the Vendor,  or any of their
respective affiliates, to arbitrate the dispute. The firm chosen shall designate
a partner  (the  "Arbitrator")  to  determine  the matter in dispute as a single
arbitrator in accordance with arbitration  legislation in the State of New York.
The cost of the arbitration  shall be in the discretion of the  Arbitrator.  The
decision of the Arbitrator  with respect to any matter in dispute  (including as
to all  procedural  matters and decision as to costs) shall be final and binding
on the  Vendor  and the  Purchaser  and shall not be subject to appeal by either
party.  The fees and expenses of the  Arbitrator  shall be borne  equally by the
parties.  Upon  agreement  with  respect to all  matters in  dispute,  or upon a
decision  of the  Arbitrator  with  respect  to all  matters  in  dispute,  such
amendments shall be made to the Closing Financial Statements as may be necessary
to reflect such agreement or such  decision,  as the case may be. In such event,
references  in this  Agreement  to the  Closing  Financial  Statements,  Closing
Balance Sheet and Closing Income Statement shall refer to the Closing  Financial
Statements, as so amended.
<PAGE>

2.11 Working Capital  Adjustment.  If the amount of working capital shown on the
Closing  Balance Sheet is less than zero,  the Purchase Price shall be decreased
by the amount by which such amount of working  capital is less than zero. If the
amount of working  capital  shown on the Closing  Balance  Sheet is greater than
zero,  the Purchase  Price shall be increased by the amount by which such amount
of working  capital is greater  than zero.  At closing,  the  Purchaser  and the
Vendor shall estimate what they reasonably believe will be the amount of working
capital to be shown on the Closing  Balance Sheet.  If such estimated  amount is
positive, it shall be paid at the Time of Closing by the Purchaser to the Vendor
by certified cheque or banker's draft, and if such estimated amount is negative,
the portion of the  Purchase  Price to be paid by the  Purchaser  at the Time of
Closing  shall be reduced by such  amount.  Any  difference  between  the actual
amount of  working  capital  shown on the  Closing  Balance  Sheet from what was
estimated at the Time of Closing  shall be paid by certified  cheque or banker's
draft within ten (10) days of the date on which the Closing Financial Statements
have been  delivered to the Purchaser  or, in the event of a dispute  concerning
the Closing  Financial  Statements,  within ten (10) days of such dispute  being
resolved in  accordance  with Section 2.10 herein and shall be accounted  for by
the Purchaser and the Vendor as an adjustment to the Purchase Price allocated to
the shares of WHL. The term "working capital" as used in this Section 2.11 shall
mean current assets minus current  liabilities  as shown on the Closing  Balance
Sheet.

2.12 Sharing of Net Profit.  The Vendor and the Purchaser  covenant and agree to
share the amount of net profit  shown on the  Closing  Income  Statement  on the
basis of  thirty-nine  percent  (39%) of such net profit for the  Purchaser  and
sixty-one percent (61%) of such net profit for the Vendor.  The Vendor agrees to
pay to the  Purchaser  the  Purchaser's  share of such net  profit by  certified
cheque or banker's  draft  within ten (10) days of the date on which the Closing
Income  Statement  has been  delivered  to the  Purchaser,  or in the event of a
dispute  concerning the Closing Income  Statement,  within ten (10) days of such
dispute  being  resolved in  accordance  with  Section  2.10 herein and shall be
accounted  for by the  Purchaser and the Vendor as an adjustment to the Purchase
Price  allocated  to the  shares of WHL.  The term "net  profit" as used in this
Section  2.12 shall mean the amount of net profit (or loss) shown on the Closing
Income  Statement  which  shall  be  calculated  in  a  manner  consistent  with
accounting  principles utilized in previous accounting periods for the Business.
For greater certainty,  the Purchaser shall be entitled to a share of net profit
only in the event  the  transactions  contemplated  by this  Agreement  close as
provided for herein.

2.13 Adjustment Regarding Certain Time Share Units. The Vendor and the Purchaser
covenant and agree to make an  adjustment at the Time of Closing with respect to
time  share  units  at the  Resort  which  have  been  sold  but not  yet  fully
constructed at the Time of Closing.  Such adjustment will be in an amount agreed
by the Vendor and the  Purchaser,  both  acting  reasonably,  and will take into
account  the  amount of sale  proceeds  received  by the  Vendor,  the amount of
marketing  and  commission  costs  incurred  by the  Vendor  and  the  costs  of
constructing the villa to which the time share unit relates.
<PAGE>

2.14 Payments to Escrow Agent.  Following  closing,  the Purchaser shall pay the
sum of  $1,000,000  to an escrow agent chosen by the Vendor and the Purchaser as
follows:

(a)      $250,000 payable on the 30th day after the Closing Date;

(b)      $250,000 payable on the 90th day after the Closing Date;

(c)      $250,000 payable on the 120th day after the Closing Date; and

(d)      $250,000 payable on the 150th day after the Closing Date.

         If the Indebtedness Documentation, the Guarantee and Exchange Agreement
and the  Debentures  are in good standing on the thirtieth  (30th) day after the
first  anniversary  of the Closing  Date,  the escrow agent shall pay the monies
which it holds in escrow,  together with all interest which has accrued thereon,
to the Purchaser.  In the event that a periodic  $250,000 payment is not made by
the Purchaser to the escrow agent as set forth above,  the Purchaser shall pay a
penalty to the Vendor in the amount of  $10,000  payable  immediately,  and such
periodic  $250,000  payment  shall then be due to be paid to the escrow agent no
later than  thirty (30) days after the date on which it was  originally  due. In
the event that the  Purchaser  fails again to make a periodic  $250,000  payment
when due,  the  Purchaser  shall pay a penalty  to the  Vendor in the  amount of
$25,000 payable  immediately in each instance,  and such periodic $250,000 shall
then be due to be paid to the escrow  agent no later than thirty (30) days after
the date on which it was  originally  due.  In the event that any failure by the
Purchaser  to make any  payments to the escrow  agent when due results in a past
due balance of $500,000 or more,  it shall  constitute an event of default under
the Indebtedness  Documentation and the Guarantee and Exchange Agreement. On the
occurrence  of any  event  of  default  under  the  terms  of  the  Indebtedness
Documentation,  the  Guarantee  and Exchange  Agreement or the  Debentures,  all
monies held by the escrow  agent,  together with all interest  accrued  thereon,
shall be paid to the  Vendor on  account of any  balance  outstanding  under the
Indebtedness  Documentation or the Guarantee and Exchange Agreement, which shall
be in addition to any other remedies available to the Vendor.


                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE VENDOR

         The Vendor  represents  and  warrants to the  Purchaser  as follows and
acknowledges  that  the  Purchaser  is  relying  on  such   representations  and
warranties  in  connection  with its  purchase of the  Purchased  Shares and the
Purchased Assets:

3.1  Organization.  The Vendor is a corporation duly  incorporated and organized
and validly subsisting under the laws of the Commonwealth of the Bahamas and has
the corporate  power to own or lease its property,  to own the Purchased  Shares
and the  Purchased  Assets,  to enter into this  Agreement  and to  perform  its
obligations  hereunder.  WHL is duly  incorporated  and  organized  and  validly
subsisting under the laws of the Commonwealth of the Bahamas.  Each of EHL, WJSL
and WJSL92 is duly  incorporated and organized and validly  subsisting under the
laws of St. Lucia.  Collectively,  the Vendor and the Windjammer  Companies have
the  corporate  power  to own and  lease  their  property,  and to  carry on the
Business as now being conducted by them.
<PAGE>

3.2  Authorization.  This  Agreement  has been  duly  authorized,  executed  and
delivered  by the Vendor and is a legal,  valid and  binding  obligation  of the
Vendor,  enforceable against the Vendor, by the Purchaser in accordance with its
terms, except as enforcement may be limited by bankruptcy,  insolvency and other
laws  affecting  the rights of  creditors  generally  and except that  equitable
remedies  may be  granted  only  in  the  discretion  of a  court  of  competent
jurisdiction.

3.3 No Other Agreements to Purchase.  No person other than the Purchaser has any
written or oral  agreement or option or any right or privilege  (whether by law,
pre-emptive or  contractual)  capable of becoming an agreement or option for the
purchase or  acquisition  from the Vendor of any of the Purchased  Shares or the
Purchased Assets.

3.4 Authorized  and Issued  Capital.  The authorized  capital of WHL consists of
5,000  common  shares,  of which 100 common  shares (and no more) have been duly
issued and are  outstanding  as fully paid and  non-assessable.  The  authorized
capital of EHL consists of 5,000 common shares, of which 2 common shares (and no
more)   have  been  duly   issued  and  are   outstanding   as  fully  paid  and
non-assessable.  The authorized  capital of WJSL92 consists of 50,000,000 common
shares, of which 5,000 common shares (and no more) have been duly issued and are
outstanding as fully paid and  non-assessable.  The  authorized  capital of WJSL
consists of 2,000,000 common shares, of which 2 common shares (and no more) have
been duly issued and are outstanding as fully paid and non-assessable.

3.5 Options.  No person,  firm or corporation has any agreement or option or any
right or  privilege  (whether by law,  pre-emptive  or  contractual)  capable of
becoming an agreement, including convertible securities, warrants or convertible
obligations of any nature, for the purchase, subscription, allotment or issuance
of any unissued shares or other securities of any of the Windjammer Companies.

3.6 Ownership of Purchased Shares.  The Vendor is the beneficial owner of record
of the Purchased Shares, with good and marketable title thereto,  free and clear
of all Encumbrances and, without limiting the generality of the foregoing,  none
of the Purchased Shares are subject to any voting trust,  shareholder  agreement
of voting  agreement.  Upon completion of the  transaction  contemplated by this
Agreement,  all of the  Purchased  Shares will be owned by the  Purchaser as the
beneficial  owner of record,  with good and marketable title thereto (except for
such Encumbrances as may have been granted by the Purchaser).

3.7  Subsidiaries.   Other  than  WJSL  and  WJSL92,   which  are  wholly  owned
subsidiaries of WHL, none of the Windjammer  Companies owns or has any agreement
of any nature to acquire,  directly or indirectly,  any shares in the capital of
or other equity or propriety  interest in any person,  firm or corporation,  and
none of the  Windjammer  Companies  has any  agreements  to acquire or lease any
other business operations.
<PAGE>

3.8 No Violation. The execution and delivery of this Agreement by the Vendor and
the  consummation  of the  transactions  herein  provided for will not result in
either:

     (a) the breach or violation of any of the  provisions  of, or  constitute a
default under,  or conflict with or cause the  acceleration of any obligation of
the Vendor or any of the Windjammer Companies under:

          (i)  any  Contract  to  which  the  Vendor  or any  of the  Windjammer
     Companies is a party or by which any of them is, or any of their properties
     are, bound;

          (ii) any  provision of the  articles,  by-laws or  resolutions  of the
     board of directors (or any committee thereof) or shareholders of the Vendor
     or any of the Windjammer Companies;

          (iii) any judgment,  decree, order or award of any court, governmental
     body or  arbitrator  having  jurisdiction  over  the  Vendor  or any of the
     Windjammer Companies;

          (iv) any license, permit,  approval,  consent or authorization held by
     the Vendor or any of the Windjammer Companies or necessary to the ownership
     of the  Purchased  Shares or the  Purchased  Assets or the operation of the
     Business; or

          (v) any applicable law, statute, ordinance, regulation or rule; or

     (b) the creation or imposition of any  Encumbrance  on any of the Purchased
Shares  or  the  Purchased  Assets  or  any of the  property  or  assets  of the
Windjammer Companies.

3.9 Business of the  Corporation.  The Business is the only  business  operation
carried on by the  Windjammer  Companies,  and the  property and assets owned or
leased by the  Windjammer  Companies,  together with the Purchased  Assets,  are
sufficient to carry on the Business.  All the tangible assets of the Corporation
are situated at the locations set out in Schedule 3.9. A summary  description of
the hotel, the hotel  facilities,  villas and guest rooms at the Resort owned by
WJSL is set out in Schedule 3.9.

3.10 Title to Personal and Other Property. The Purchased Assets are owned by the
Vendor as the beneficial  owner thereof with good and marketable  title thereto,
free and clear of all Encumbrances  other than the Permitted  Encumbrances.  The
collective property and assets of the Windjammer  Companies (other than the Real
Property) are owned  beneficially by the Windjammer  Companies as the beneficial
owners  thereof with good and marketable  title  thereto,  free and clear of all
Encumbrances other than the Permitted Encumbrances.
<PAGE>

3.11 Location of Real  Property.  All of the real property owned and utilized by
the Windjammer  Companies in carrying on the Business  consists of approximately
thirty (30) acres owned by WJSL92 and WJSL,  as outlined in red on the site plan
attached hereto as Schedule 3.11, and approximately twenty-five (25) acres owned
by EHL, as outlined in green on the site plan  attached  hereto as Schedule 3.11
(collectively, the "Real Property").

3.12 Title to Real Property.  None of the Windjammer Companies is the beneficial
or registered  owner of, nor has any of them agreed to acquire any real property
or any interest in any real property other than,  the Real  Property.  A part of
the Real  Property,  identified  as such on the site  plan  attached  hereto  as
Schedule 3.11, is held by WJSL92 on an  emphyteutic  lease, a condition of which
is that  certain  improvements  be carried out within a prescribed  time,  which
conditions are attached hereto as Schedule 3.12 and which the Vendor  represents
have been  completed to date on terms  amended from those  registered  on title.
Also,  certain  villas  erected on the Real Property  belong to third parties as
full owners and Schedule 3.12 sets out the lot number of each such villa and the
owner  thereof.  WJSL has entered into  maintenance  agreements  with such villa
owners providing for the maintenance by WJSL of such villas and has also entered
into rental/lease  agreements with certain of such villa owners for use of their
villas by WJSL in the hotel  operations  conducted  at the Resort as part of the
Business.  Title to Lot 55 is currently  registered  in the name of  Sargusingh.
That  lot was  purchased  by  WJSL92  and the  purchase  price  was  paid but no
conveyance  of the lot was  completed.  The lot was purchased as an access route
into the Resort,  but at the  present  time is not used for any  purpose.  There
exists on the Resort a roadway connecting the main Resort property to an area of
real estate known as "The Point".  The roadway that has been constructed  passes
over lands  owned by Berella  Taylor,  who is the owner of the land on which the
roadway is  situated.  Mrs.  Taylor has agreed in the past to provide a right of
way in favour of the Resort, but to this point has not executed the right of way
agreement  that has been  prepared.  The  Vendor  agrees to make a best  efforts
attempt to enter into a right-of-way  agreement  prior to closing.  In addition,
certain villas located on the Real Property have been leased to third parties as
part of a time  share  arrangement,  the  particulars  of  which  are set out on
Schedule 3.12. EHL and WJSL have entered into a joint  maintenance  agreement by
which third  parties  acquiring a serviced lot or time share unit located on the
Real  Property  owned by EHL  would be  entitled  to use the  facilities  of the
Resort.  Other than as set out in this  Agreement,  WJSL92,  WJSL or EHL, as the
case may be, has the exclusive  right to possess,  use and occupy,  and has good
and marketable  title in fee simple to, all the Real Property  registered in its
name, free and clear of all Encumbrances, easements or other restrictions of any
kind other than Permitted  Encumbrances.  The Permitted Encumbrances  constitute
all of the  Encumbrances,  agreements,  indentures and other matters that affect
the Real Property.

3.13 Real Property  Leases.  None of the Windjammer  Companies is a party to any
lease or  agreement  in the nature of a lease in  respect of any real  property,
whether as lessor or lessee,  other than the  emphyteutic  lease  referred to in
Section  3.12  which  relates  to part of the Real  Property  and other  than as
otherwise set out in Schedule 3.12 attached hereto.
<PAGE>

3.14  Insurance.  Collectively,  the  Windjammer  Companies  have  all of  their
respective  property and assets insured  against loss or damage by all insurable
hazards or risks on a replacement cost basis and such insurance coverage will be
continued in full force and effect to and including the Time of Closing. None of
the  Windjammer  Companies is in default  with respect to any of the  provisions
contained  in any such  insurance  policy or has  failed  to give any  notice or
present any claim under any such insurance policy in a due and timely fashion.

3.15 No Expropriation.  No property or asset of any of the Windjammer  Companies
has been taken or expropriated by any federal,  provincial,  state, municipal or
other  authority nor has any notice or proceeding in respect  thereof been given
or commenced nor is the Vendor or any of the Windjammer  Companies  aware of any
intent or proposal to give any such notice or commence any such proceeding.

3.16 Agreements and Commitments. Except as described on Schedules 3.12, 3.16 and
3.26,  none of the  Windjammer  Companies is a party to or bound by any Contract
relating  to  the  property,  assets,  Business  or  operations  of  any  of the
Windjammer  Companies,   including,  without  limiting  the  generality  of  the
foregoing:

(a) any collective bargaining agreement or other Contract with any labor union;

(b) any continuing Contract for the purchase of materials,  supplies,  equipment
or services involving more than $50,000 in respect of all such Contracts;

(c) any employment or consulting Contract or any other written Contract with any
officer,  employee or consultant  other than oral  Contracts of indefinite  hire
terminable  by the  employer  without  cause on  reasonable  notice and  without
additional consideration due;

(d) any profit sharing,  bonus, stock option, pension,  retirement,  disability,
stock purchase, medical, dental,  hospitalization,  insurance or similar plan or
agreement  providing  benefits  to any  current  or  former  director,  officer,
employee or consultant;

(e) any trust indenture, mortgage, promissory note, loan agreement, guarantee or
other  Contract for the borrowing of money or a leasing  transaction of the type
required to be capitalized  in accordance  with  generally  accepted  accounting
principles;

(f) any commitment for charitable contributions;

(g) any Contract for capital expenditures in excess of $50,000 in the aggregate;

(h) any  Contract  for the sale of any  assets,  other  than sales of time share
inventory to customers in the ordinary course of the Business;
<PAGE>

(i) any Contract  pursuant to which any of the Windjammer  Companies is a lessor
of any machinery, equipment, motor vehicles, office furniture, fixtures or other
personal property;

(j) any confidentiality,  secrecy or non-disclosure Contract (whether any of the
Windjammer  Companies is a beneficiary  or obligor  thereunder)  relating to any
proprietary  or  confidential  information  or any  non-competition  or  similar
Contract;

(k) any license,  franchise or other  agreement that relates in whole or in part
to any Intellectual Property;

(l) other than a guarantee  given by WHL in favour of the Vendor,  any agreement
of guarantee,  support,  indemnification,  assumption or endorsement  of, or any
other similar commitment with respect to, the obligations,  liabilities (whether
accrued, absolute,  contingent or otherwise) or indebtedness of any other person
(except for cheques endorsed for collection);

(m) any  Contract  that  expires,  or may  expire if the same is not  renewed or
extended at the option of any person other than any of the Windjammer Companies,
more than one (1) year after the date of this Agreement; or

(n) any Contract  entered into by any of the Windjammer  Companies other than in
the ordinary course of the Business.

         Each of the Windjammer  Companies has performed all of the  obligations
required to be performed by it and is entitled to all benefits under, and is not
in default or alleged to be in default in respect of, any  Contract  relating to
the Business to which it is a party or by which it is bound;  all such Contracts
are in good  standing and in full force and effect,  and no event,  condition or
occurrence  exists that, after notice or lapse of time or both, would constitute
a default under any of the foregoing.

3.17 Compliance with Laws;  Governmental  Authorization.  Each of the Windjammer
Companies  has complied  with all laws,  statutes,  or  ordinances  regulations,
rules,  judgments,  decrees or orders  applicable  to the Business or any of the
Windjammer Companies. Schedule 3.17 sets out a complete and accurate list of all
licenses,  permits,  approvals,   consents,   certificates,   registrations  and
authorizations (whether governmental,  regulatory or otherwise) (the "Licenses")
held by or granted to any of the  Windjammer  Companies,  and there are no other
licenses,  permits,   approvals,   consents,   certificates,   registrations  or
authorizations  necessary to carry on the Business or to own or lease any of the
property or assets utilized by any of the Windjammer Companies.  Each License is
valid,  subsisting and in good standing and none of the Windjammer  Companies is
in default or breach of any License  and,  to the  knowledge  of the Vendor,  no
proceeding is pending or threatened to revoke or limit any License.
<PAGE>

3.18 Consents and  Approvals.  There is no  requirement to make any filing with,
give any notice to or obtain any  license,  permit,  certificate,  registration,
authorization,  consent or approval of, any governmental or regulatory authority
as a condition to the lawful  consummation of the  transactions  contemplated by
this  Agreement,  except  for the  filings,  notifications,  licenses,  permits,
certificates,  registrations,  consents and approvals described in Schedule 3.18
or that  relate  solely to the  identity of the  Purchaser  or the nature of any
business carried on by the Purchaser. There is no requirement under any Contract
relating to the Business or any of the Windjammer  Companies to which the Vendor
or any of the  Windjammer  Companies  is a party or by which it is bound to give
any  notice  to, or to obtain  the  consent  or  approval  of, any party to such
agreement,  instrument  or  commitment  relating  to  the  consummation  of  the
transactions  contemplated  by this  Agreement  except  for  the  notifications,
consents and approvals described in Schedule 3.18.

3.19  Financial  Statements.  The  Financial  Statements  have been  prepared in
accordance  with generally  accepted  accounting  principles  applied on a basis
consistent  with prior periods,  are correct and complete and present fairly the
assets,  liabilities  (whether accrued,  absolute,  contingent or otherwise) and
financial condition of each of the Vendor and the Windjammer Companies as at the
respective  dates, for the respective  periods and for the respective  entity or
entities covered by each of the respective Financial Statements.  When prepared,
the Closing  Financial  Statements will be prepared in accordance with generally
accepted accounting  principles applied on a basis consistent with those used in
the  preparation  of the  Financial  Statements  and  will  present  fairly  the
financial  position and results of operations  of the Vendor and the  Windjammer
Companies  on a  consolidated  basis as at the close of  business on the Closing
Date.

3.20  Books  and  Records.  The  books  and  records  of each of the  Windjammer
Companies fairly and correctly set out and disclose in accordance with generally
accepted accounting  principles the financial position of each of the Windjammer
Companies as at the date hereof and all  financial  transactions  of each of the
Windjammer Companies have been accurately recorded in such books and records.

3.21 Absence of Changes.  Since February 28, 2001, the Vendor and the Windjammer
Companies  have carried on the  Business  and  conducted  their  operations  and
affairs only in the ordinary and normal course consistent with past practice and
there has not been:

     (a) any material adverse change in the condition  (financial or otherwise),
assets, liabilities,  operations,  earnings, business or prospects of any of the
Vendor and the Windjammer Companies;

     (b) any damage,  destruction  or loss (whether or not covered by insurance)
affecting the property or assets of the Windjammer Companies;

     (c) any obligation or liability (whether absolute,  accrued,  contingent or
otherwise,  and whether due or to become due) incurred by any of the  Windjammer
Companies,  other than those  incurred  in the  ordinary  and normal  course and
consistent with past practice;
<PAGE>

     (d) any payment, discharge or satisfaction of any Encumbrance, liability or
obligation  of any of  the  Windjammer  Companies  (whether  absolute,  accrued,
contingent or otherwise, and whether due or to become due) other than payment of
accounts payable and tax liabilities incurred in the ordinary course of business
consistent with past practice;

     (e) any  declaration,  setting  aside or payment of any  dividend  or other
distribution  with respect to any shares in the capital of any of the Windjammer
Companies or any direct or indirect redemption, purchase or other acquisition of
any such shares;

     (f)  any  issuance  or  sale  by any of the  Windjammer  Companies,  or any
Contract  entered into by any of the Windjammer  Companies,  for the issuance or
sale by any of the  Windjammer  Companies,  of any  shares in the  capital of or
securities  convertible  into or exercisable for shares in the capital of any of
the Windjammer Companies;

     (g) any labor trouble adversely affecting any of the Windjammer Companies;

     (h) any license, sale, assignment,  transfer, disposition, pledge, mortgage
or granting of a security  interest or other Encumbrance on or over any property
or assets of the Vendor or any of the Windjammer Companies,  other than sales of
time share  inventory to  customers  in the  ordinary  and normal  course of the
Business;

     (i) any  cancellation of any debts or claims or any amendment,  termination
or waiver of any rights of value to any of the  Windjammer  Companies in amounts
exceeding $50,000 in each instance or $250,000 in the aggregate;

     (j) any general  increase in the  compensation  of  employees of any of the
Windjammer Companies  (including,  without limitation,  any increase pursuant to
any Employee Plan or  commitment),  or any increase in any such  compensation or
bonus payable to any officer,  employee,  consultant or agent thereof (having an
annual  salary or  remuneration  in excess of $50,000) or the  execution  of any
employment  contract  with any officer or employee  (having an annual  salary or
remuneration in excess of $50,000),  or the making of any loan to, or engagement
in any  transaction  with,  any  employee,  officer  or  director  of any of the
Windjammer Companies;

     (k) except as set out in  Schedule  3.21(k),  any capital  expenditures  or
commitments  of any of the  Windjammer  Companies  in excess of  $50,000  in the
aggregate;

     (l) any forward  purchase  commitments in excess of the requirements of any
of the Windjammer Companies for normal operating inventories or at prices higher
than the current market prices;
<PAGE>

     (m) any forward  sales  commitments  other than in the  ordinary and normal
course of the Business or any failure to satisfy any accepted order for goods or
services;

     (n) any change in the  accounting or tax  practices  followed by the Vendor
and the Windjammer Companies;

     (o)  any  change  adopted  by  any  of  the  Windjammer  Companies  in  its
depreciation or amortization policies or rates; or

     (p) any change in the credit terms offered to customers of, or by suppliers
to, any of the Windjammer Companies.

3.22 Taxes.  Each of the  Windjammer  Companies has duly filed on a timely basis
all tax  returns  required to be filed by it and has paid all taxes that are due
and payable, and all assessments,  governmental charges, penalties, interest and
fines due and payable by it. Each of the Windjammer  Companies has made adequate
provision for taxes payable by it for the current period and any previous period
for which tax  returns are not yet  required to be filed.  There are no actions,
suits, proceedings, investigations or claims pending or, to the knowledge of the
Vendor,  threatened  against,  the  Windjammer  Companies  in  respect of taxes,
governmental  charges  or  assessments,  nor  are  any  material  matters  under
discussion  with any  governmental  authority  relating  to taxes,  governmental
charges or  assessments  asserted  by any such  authority.  Notwithstanding  the
foregoing,  the Vendor makes no  representation  or warranty with respect to any
tax concessions  granted by the Government of St. Lucia to any of the Windjammer
Companies relating in any way to the Business or the Resort.

3.23  Litigation.  Except as described in Schedule  3.23,  there are no actions,
suits  or  proceedings  (whether  or not  purportedly  on  behalf  of any of the
Windjammer  Companies)  pending or, to the  knowledge  of the Vendor,  after due
inquiry, threatened against or affecting, any of the Windjammer Companies at law
or in equity, or before or by any governmental  department,  court,  commission,
board, bureau,  agency or instrumentality,  domestic or foreign, or by or before
an arbitrator or arbitration board.

3.24 Dividends.  Since February 28, 2001, none of the Windjammer  Companies has,
directly or  indirectly,  declared or paid any dividends or declared or made any
other  distribution  on any of its shares of any class and has not,  directly or
indirectly,  redeemed,  purchased or otherwise  acquired any of its  outstanding
shares of any class or agreed to do so.

3.25 Employee Plans. Schedule 3.25 identifies each retirement,  pension,  bonus,
stock purchase,  profit sharing, stock option, deferred compensation,  severance
or termination pay, insurance,  medical,  hospital,  dental,  vision care, drug,
sick  leave,  disability,  salary  continuation,  legal  benefits,  unemployment
benefits, vacation, incentive or other compensation plan or arrangement or other
employee benefit that is maintained or otherwise  contributed to, or required to
be  contributed  to,  by any of the  Windjammer  Companies  for the  benefit  of
employees or former employees (the "Employee Plans").
<PAGE>

3.26  Collective  Agreements.  Except as described in Schedule 3.26, none of the
Windjammer  Companies  has made any  Contracts  with any labor union or employee
association  nor made  commitments to or conducted  negotiations  with any labor
union or employee  association with respect to any future agreements and, except
as set out in Schedule 3.26, the Vendor is not aware of any current  attempts to
organize or establish  any labor union or employee  association  with respect to
any employees of any of the Windjammer Companies, nor is there any certification
of any such union with regard to a bargaining unit.


<PAGE>

                                   ARTICLE IV

       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE CORPORATION

         The Purchaser and the Corporation  jointly and severally  represent and
warrant to the Vendor as follows and  acknowledge and confirm that the Vendor is
relying on such  representations  and warranties in connection  with the sale by
the Vendor of the Purchased Shares and the Purchased Assets:

4.1 Organization.  The Purchaser is a corporation  validly  subsisting under the
laws of the  Commonwealth of the Bahamas and it has the corporate power to enter
into and perform its obligations pursuant to this Agreement.  The Corporation is
a corporation  validly  subsisting  under the laws of the State of Nevada and it
has the corporate  power to enter into and perform its  obligations  pursuant to
this Agreement.

4.2 Authorized and Issued  Capital.  The authorized  capital of the  Corporation
consists  of 200  million  shares of common  stock with a par value of $0.001 of
which 40,091,727  shares (and no more) have been duly issued and are outstanding
as fully paid and non-assessable,  and 25 million shares of preferred stock with
a par value of $0.001, none of which are outstanding. .

4.3  Compliance  with  Securities  Legislation.  The  Corporation is in material
compliance with all applicable securities legislation in all jurisdictions where
such compliance is required.  The Corporation is in material compliance with all
requirements  of  the  National   Association  of  Security  Dealers   Automated
Securities  System in respect of the shares of the Corporation  which are posted
for trading on such system.

4.4 No Violation.  The execution and delivery of this Agreement by the Purchaser
and the Corporation and the consummation of the transactions provided for herein
will not result in the violation of, or constitute a default under,  or conflict
with or cause the  acceleration  of any obligation of either of the Purchaser or
the Corporation under:

     (a) any Contract to which  either the  Purchaser  or the  Corporation  is a
party or by which either of them is bound;

     (b) any provision of the articles or by-laws or resolutions of the board of
directors (or any committee  thereof) or shareholders of either of the Purchaser
or the Corporation;

     (c) any judgment, decree, order or award of any court, governmental body or
arbitrator having jurisdiction over the Purchaser or the Corporation; or
<PAGE>

     (d) any applicable, law, statute, ordinance, regulation or rule.

4.5  Authorization.  This  Agreement  has been  duly  authorized,  executed  and
delivered by each of the Purchaser and the Corporation and is a legal, valid and
binding  obligation of each of the Purchaser  and the  Corporation,  enforceable
against the Purchaser and the  Corporation by the Vendor in accordance  with its
terms, except as enforcement may be limited by bankruptcy,  insolvency and other
laws affecting the enforcement of rights of creditors  generally and except that
equitable remedies may only be granted in the discretion of a court of competent
jurisdiction.

4.6 Consents and Approvals.  There is no requirement for either the Purchaser or
the  Corporation  to make any  filing  with,  give any  notice to or obtain  any
license, permit, certificate,  registration,  authorization, consent or approval
of,  any  government  or  regulatory  authority  as a  condition  to the  lawful
consummation of the transactions contemplated by this Agreement.

4.7  Relationship  of the  Purchaser  and the  Corporation.  The  Purchaser is a
wholly-owned subsidiary of the Corporation.


                                    ARTICLE V

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.1 Survival of Representations and Warranties of the Vendor. To the extent that
they  have not been  fully  performed  at or prior to the Time of  Closing,  the
covenants,  representations  and  warranties  of the  Vendor  contained  in this
Agreement and any agreement, instrument,  certificate or other document executed
or  delivered  pursuant  hereto  shall  survive the closing of the  transactions
contemplated  hereby until the second (2nd) anniversary of the Closing Date and,
notwithstanding  such closing,  shall  continue in full force and effect for the
benefit of the Purchaser during such period.

5.2  Survival  of  Representations  and  Warranties  of the  Purchaser  and  the
Corporation.  To the extent that they have not been fully  performed at or prior
to the Time of Closing,  the  covenants,  representations  and warranties of the
Purchaser and the  Corporation  contained in this  Agreement and any  agreement,
instrument,  certificate or other document executed or delivered pursuant hereto
shall  survive the closing of the  transactions  contemplated  hereby  until the
second (2nd) anniversary of the Closing Date and,  notwithstanding such closing,
shall  continue  in full force and effect for the  benefit of the Vendor  during
such period.

<PAGE>

                                   ARTICLE VI

                                    COVENANTS

6.1  Access  to the  Windjammer  Companies  For a  period  of  sixty  (60)  days
commencing  on the date of this  Agreement  (the "Due  Diligence  Period"),  the
Vendor shall make available to the Purchaser and its authorized  representatives
and, if  requested by the  Purchaser,  provide a copy to the  Purchaser  of, all
title  documents,   Contracts,   financial   statements,   minute  books,  share
certificates books, share registers,  plans, reports, licenses, orders, permits,
books  of  account,  accounting  records,  constating  documents  and all  other
documents,  information  or data  relating to the  Windjammer  Companies and the
Business.  During  the Due  Diligence  Period,  the  Vendor  and the  Windjammer
Companies  shall afford the Purchaser and its authorized  representatives  every
reasonable  opportunity to have free and unrestricted access to the Business and
the  property,  assets,  undertaking,  records and  documents of the  Windjammer
Companies. At the request of the Purchaser, the Vendor shall execute or cause to
be executed such consents,  authorizations and directions as may be necessary to
permit  any  inspection  of the  Business  and any  property  of the  Windjammer
Companies or to enable the Purchaser or its authorized representatives to obtain
full  access to all  files  and  records  relating  to any of the  assets of the
Windjammer  Companies  maintained by  governmental  or other public  authorities
during the Due Diligence Period.

         In particular but without limitation,  during the Due Diligence Period,
the Vendor  shall  permit the  Purchaser's  representatives  or  consultants  to
conduct such all testing and inspection in respect of  environmental  matters at
such  locations  of the Business as the  Purchaser  may  determine,  in its sole
discretion,  as may be  required  to satisfy  the  Purchaser  in respect of such
matters.

         Notwithstanding  any of  the  foregoing,  the  Purchaser  shall  not be
permitted access to the Resort nor access to operational personnel of the Resort
unless written authorization is provided by Lynne Cram, Executive Vice-President
of the Vendor and any representative of the Purchaser must be accompanied at all
times by a representative of the Vendor.

6.2  Delivery  of Books  and  Records.  At the Time of  Closing  there  shall be
delivered to the Purchaser,  by the Vendor,  all of the books and records of and
relating to the Windjammer Companies and the Business. The Purchaser agrees that
it will  preserve  the books and records so  delivered to it for a period of six
years from the Closing  Date,  or for such  longer  period as is required by any
applicable  law,  and will permit the Vendor or its  authorized  representatives
reasonable  access thereto in connection with the affairs of the Vendor relating
to its matters,  but the  Purchaser  shall not be  responsible  or liable to the
Vendor for or as a result of any accidental  loss or destruction of or damage to
any such books or records.

6.3 Conduct Prior to Closing.  Without in any way limiting any other obligations
of the Vendor  hereunder,  during the period from the date hereof to the Time of
Closing:
<PAGE>

     (a) Conduct  Business in the Ordinary  Course.  The Vendor shall, and shall
cause the  Windjammer  Companies to, conduct the Business and the operations and
affairs of the Vendor and the  Windjammer  Companies  only in the  ordinary  and
normal course of business  consistent  with past practice and in accordance with
existing operating budgets,  and the Windjammer Companies shall not, without the
prior written  consent of the Purchaser,  enter into any  transaction or refrain
from doing any action that, if effected before the date of this Agreement, would
constitute  a  breach  of  any  representation,   warranty,  covenant  or  other
obligation of the Vendor contained herein, and provided further that none of the
Vendor or the Windjammer  Companies shall enter into any material Contracts with
respect to any of the Windjammer Companies or the Business or spend in excess of
$50,000 on any single expense item without the consent of the  Purchaser,  which
consent shall not be unreasonably withheld.  Notwithstanding the foregoing,  the
Purchaser  acknowledges and agrees that the Vendor and its affiliated  companies
are in the process of  arranging  alternate  financing  to which is currently in
place and such  financing  may involve some or all of the  Windjammer  Companies
incurring additional debt, or amending the terms of existing  indebtedness,  and
either providing additional security in respect thereof or amending the terms of
existing  security,  including,  without  limitation,  an assignment of existing
security.  Provided  that  any  such  indebtedness  is  repaid  as  part  of the
transactions contemplated by this Agreement and any additional security provided
in respect  thereof is  discharged,  the consent of the  Purchaser  shall not be
required with respect to any aspect of such financing;

     (b) Continue Insurance.  The Vendor shall cause the Windjammer Companies to
continue  to  maintain in full force and effect all  policies  of  insurance  or
renewals thereof now in effect, shall take out, at the expense of the Purchaser,
such  additional  insurance as may be reasonably  requested by the Purchaser and
shall give all notices and present all claims under all policies of insurance in
a due and timely fashion;

     (c) Regulatory Consents. The Vendor shall use its best efforts to obtain or
cause the  Windjammer  Companies  to obtain at or prior to the Time of  Closing,
from all appropriate  governmental or regulatory bodies, the licenses,  permits,
consents, approvals, certificates, registrations and authorizations described in
Schedule 3.21.  The Purchaser  acknowledges,  however,  that the Vendor makes no
representation  or warranty with respect to any tax  concessions  granted by the
Government  of St.  Lucia  relating  in any way to the  Business  or the Resort,
whether to the Vendor or to any of the Windjammer Companies, and it shall be the
sole  responsibility  and  obligation  of the  Purchaser to satisfy  itself with
respect to any such tax concessions.

     (d) Contractual Consents.  The Vendor shall use its best efforts to give or
obtain or cause the Windjammer Companies to give or obtain the notices, consents
and approvals described in Schedule 3.21;

     (e) Preserve  Goodwill.  The Vendor shall use its best efforts to preserve,
and cause the  Windjammer  Companies  to  preserve,  intact the Business and the
property,  assets,  operations  and affairs of the  Windjammer  Companies and to
carry on the Business and the affairs of the  Windjammer  Companies as currently
conducted,  and to promote  and  preserve  for the  Purchaser  the  goodwill  of
suppliers,  customers and others having  business  relations with the Vendor and
the Windjammer Companies;
<PAGE>

     (f) Discharge Liabilities.  The Vendor shall cause the Windjammer Companies
to pay and discharge the liabilities of the Windjammer Companies in the ordinary
course in accordance and consistent with the previous practice of the Windjammer
Companies,  except those contested in good faith by the Windjammer Companies. To
the  knowledge of the Vendor,  as at the date of this  Agreement,  the aggregate
amount of any contested  liabilities of the Windjammer Companies does not exceed
$25,000.  The  Purchaser  acknowledges  and agrees that all  liabilities  of the
Windjammer Companies to EllisDon Construction Ltd. or its affiliates (other than
the Vendor) shall be paid and satisfied prior to closing;

     (g)  Corporate  Action.  The Vendor  shall use its best efforts to take and
cause the Windjammer Companies to take all necessary corporate action, steps and
proceedings to approve or authorize,  validly and effectively, the execution and
delivery of this Agreement and the other  agreements and documents  contemplated
hereby and to complete the transfer of the  Purchased  Shares and the  Purchased
Assets to the  Purchaser  and to cause all  necessary  meetings of directors and
shareholders  of the Vendor  and the  Windjammer  Companies  to be held for such
purpose; and

     (h) Best  Efforts.  The Vendor  shall use its best  efforts to satisfy  the
conditions contained in Section 7.1.

6.4  Delivery  of  Documents.  The Vendor  shall  deliver to the  Purchaser  all
necessary transfers,  assignments and other documentation reasonably required to
transfer the Purchased  Shares and the Purchased  Assets to the Purchaser with a
good and  marketable  title,  free and  clear of all  Encumbrances,  except  for
Permitted Encumbrances.

6.5 Delivery of Vendor's and the  Windjammer  Companies'  Corporate  and Closing
Documentation.  The Vendor shall execute and deliver or cause to be executed and
delivered  to the  Purchaser  copies of such  documents  relevant  to  corporate
matters  relating to the Vendor and the Windjammer  Companies and to the closing
of the transactions contemplated hereby as the Purchaser, acting reasonably, may
request

6.6  Delivery  of   Purchaser's   and   Corporation's   Corporate   and  Closing
Documentation.  The Purchaser and the  Corporation  shall execute and deliver or
cause to be executed and delivered  copies of such other  documents  relevant to
corporate  matters  relating to the  Purchaser  the  closing of the  transaction
contemplated hereby as the Vendor, acting reasonably, may request.
<PAGE>

                                   ARTICLE VII

                              CONDITIONS OF CLOSING

7.1  Conditions of Closing in Favor of the  Purchaser.  The sale and purchase of
the Purchased  Shares and the Purchased Assets is subject to the following terms
and  conditions for the exclusive  benefit of the Purchaser,  to be fulfilled or
performed  at or prior to the Time of  Closing,  other than with  respect to the
financing  condition set out in Section 7.1(h) which must be fulfilled or waived
within ninety (90) days of the date of this Agreement:

     (a) Representations  and Warranties.  The representations and warranties of
the Vendor contained in this Agreement shall be true and correct in all material
respects  at the Time of  Closing,  with the same  force  and  effect as if such
representations  and  warranties  were  made  at  and  as of  such  time,  and a
certificate  of an officer of the Vendor  dated the Closing  Date to that effect
shall have been delivered to the Purchaser,  such  certificate to be in form and
substance satisfactory to the Purchaser, acting reasonably;

     (b) Covenants. All of the terms, covenants and conditions of this Agreement
to be complied with or performed by the Vendor and the  Windjammer  Companies at
or before the Time of Closing  shall have been complied with or performed in all
material  respects  and a  certificate  of an officer  of the  Vendor  dated the
Closing Date to that effect shall have been  delivered  to the  Purchaser,  such
certificate to be in form and substance  satisfactory  to the Purchaser,  acting
reasonably;

     (c)  Regulatory  Consents.   There  shall  have  been  obtained,  from  all
appropriate  governmental  or  administrative  bodies,  such licenses,  permits,
consents,  approvals,  certificates,  registrations  and  authorizations  as are
required to be obtained by the Vendor to permit the change of  ownership  of the
Purchased Shares and the Purchased Assets contemplated hereby including, without
limitation, those described in Schedule 3.18.

     (d)  Contractual  Consents.  The Vendor  shall have given or  obtained  the
notices, consents and approvals described in Schedule 3.18, in each case in form
and substance satisfactory to the Purchaser, acting reasonably;

     (e)  Material  Adverse  Change.  There shall have been no material  adverse
changes  in  the  condition  (financial  or  otherwise),   assets,  liabilities,
operations,  earnings,  business or prospects of the  Windjammer  Companies on a
collective basis since February 28, 2001;

     (f) No Action or  Proceeding.  No legal or regulatory  action or proceeding
shall be pending or threatened by any person to enjoin, restrict or prohibit the
purchase and sale of the Purchased Shares and the Purchased Assets  contemplated
hereby;
<PAGE>

     (g) No Material  Damage.  No material damage by fire or other hazard to the
whole or any material part of the property or assets of the Windjammer Companies
shall have occurred from the date hereof to the Time of Closing;

     (h) Financing.  Within ninety (90) days of the date of this Agreement,  the
Purchaser shall have obtained the financing  necessary for it and the Windjammer
Companies  to make the  payments  to the Vendor due on the  Closing  Date in the
aggregate  amount of $18.0 million as contemplated  by this Agreement,  on terms
and conditions acceptable to the Purchaser, acting reasonably;

     (i) Legal  Matters.  All actions,  proceedings,  instruments  and documents
required to implement this  Agreement,  or instrumental  thereto,  and all legal
matters  relating to the  purchase  of the  Purchased  Shares and the  Purchased
Assets,  including title of the Vendor to the Purchased Shares and the Purchased
Assets, shall have been approved as to form and legality by Vanderkam & Sanders,
counsel for the Purchaser, acting reasonably;

     (j) Legal  Opinion.  The Vendor  shall have  delivered  to the  Purchaser a
favorable  opinion of Harrison  Pensa LLP,  counsel to the  Vendor,  which shall
include and incorporate  favourable opinions from local counsel to the Vendor in
the Bahamas and in St. Lucia, all in forms mutually acceptable to the Vendor and
the Purchaser, both acting reasonably;

     (k)  Resignation of Directors and Officers.  Such directors and officers of
the  Windjammer  Companies as the  Purchaser  may specify shall have resigned in
favor of nominees of the Purchaser effective as of the Time of Closing; and

     (l)  Release  by  Vendor,  Directors  and  Officers.  The  Vendor  and such
directors and officers of the Windjammer  Companies as the Purchaser may specify
shall have executed and delivered, at the Time of Closing,  releases in favor of
the Windjammer  Companies and the Purchaser in forms mutually  acceptable to the
Vendor and the Purchaser, both acting reasonably.

         If the  financing  condition  contained  Section  7.1(h)  shall  not be
fulfilled or waived within ninety (90) days of the date of this Agreement,  this
Agreement  shall  be  terminated  and  the  obligations  of the  Vendor  and the
Purchaser under this Agreement, other than the obligations contained in Sections
2.4,  10.3  and  10.4,  shall  be  terminated.  If any of the  other  conditions
contained in this Section 7.1 shall not be performed or fulfilled at or prior to
the Time of Closing to the satisfaction of the Purchaser, acting reasonably, the
Purchaser  may,  by notice  to the  Vendor,  terminate  this  Agreement  and the
obligations of the Vendor and the Purchaser under this Agreement, other than the
obligations  contained  in Sections  2.4,  10.3 and 10.4,  shall be  terminated,
provided  that the  Purchaser  may also bring an action  pursuant  to Article IX
against  the  Vendor  for  damages   suffered   by  the   Purchaser   where  the
non-performance or non-fulfillment of the relevant condition is as a result of a
breach of covenant, representation or warranty by the Vendor. Any such condition
may be  waived in whole or in part by the  Purchaser  without  prejudice  to any
claims it may have for breach of covenant, representation or warranty.
<PAGE>

7.2  Conditions of Closing in Favor of the Vendor.  The purchase and sale of the
Purchased  Shares and the Purchased Assets is subject to the following terms and
conditions for the exclusive benefit of the Vendor, to be fulfilled or performed
at or prior to the Time of Closing:

(a)  Representations  and Warranties.  The representations and warranties of the
Purchaser  and the  Corporation  contained in this  Agreement  shall be true and
correct in all material respects at the Time of Closing, with the same force and
effect as if such  representations  and  warranties  were made at and as of such
time,  and  certificates  of an officer of the  Purchaser  and an officer of the
Corporation  dated the Closing Date to that effect shall have been  delivered to
the Vendor,  such  certificates to be in form and substance  satisfactory to the
Vendor, acting reasonably;

(b) Covenants.  All of the terms,  covenants and conditions of this Agreement to
be complied with or performed by the Purchaser and the  Corporation at or before
the Time of Closing  shall have been  complied with or performed in all material
respects and  certificates  of an officer of the Purchaser and an officer of the
Corporation  dated the Closing Date to that effect shall have been  delivered to
the Vendor,  such  certificates to be in form and substance  satisfactory to the
Vendor, acting reasonably;

(c) Regulatory  Consents.  There shall have been obtained,  from all appropriate
federal,  provincial,  municipal or other governmental or administrative bodies,
such licenses,  permits, consents,  approvals,  certificates,  registrations and
authorizations  as are required by law to be obtained by the Purchaser to permit
the  change of  ownership  of the  Purchased  Shares  and the  Purchased  Assets
contemplated  hereby including those described in Schedule 3.21, in each case in
form and substance satisfactory to the Vendor, acting reasonably;

(d) No Action or Proceeding.  No legal or regulatory  action or proceeding shall
be pending or  threatened  by any person to enjoin,  restrict  or  prohibit  the
purchase and sale of the Purchased Shares and the Purchased Assets  contemplated
hereby;

(e) Repayment of  Indebtedness  Owed by the Windjammer  Companies to the Vendor.
All amounts  contemplated in Section 2.6 to be paid by the Windjammer  Companies
in respect of amounts owed to the Vendor shall have been received by the Vendor;

(f)  Delivery  and   Registration  of  all   Documentation  in  Connection  with
Indebtedness Owed to the Vendor.  All Indebtedness  Documentation and guarantees
contemplated in Section 2.7 shall have been executed and delivered to the Vendor
and all necessary registrations required in connection therewith shall have been
made in all  jurisdictions  to which  the  Indebtedness  Documentation  and such
guarantees relate, all to the satisfaction of the Vendor, in its discretion;
<PAGE>


(g) Delivery of Guarantee and Exchange Agreement and Security. The Guarantee and
Exchange Agreement and security in connection therewith shall have been executed
and  delivered  to the  Vendor  and  all  necessary  registrations  required  in
connection  therewith  shall  have been made in all  jurisdictions  to which the
Guarantee  and  Exchange   Agreement  and  such  security  relate,  all  to  the
satisfaction of the Vendor, in its discretion.

(h) Transfer of Villa 22. The  transfer of Villa 22 at the Resort from  EllisDon
Construction Ltd. to the Vendor shall have been completed and the purchase price
of $250,000 shall have been paid;

(i) Purchaser to be a Wholly-Owned Subsidiary of the Corporation.  The Purchaser
shall be a wholly-owned  subsidiary of the Corporation and the Vendor shall have
been provided with evidence of such satisfactory to it and its counsel;

(j) Registration Statement.  The Corporation shall have filed, within forty-five
(45) days of the date of this  Agreement,  a registration  statement,  in a form
acceptable to the Vendor,  acting  reasonably,  registering the shares of common
stock  of the  Corporation  issuable  pursuant  to the  Guarantee  and  Exchange
Agreement;

(k) Escrow Agent and  Agreement.  The Purchaser and the Vendor shall have chosen
the escrow agent as  contemplated  in Section 2.11 and an escrow  agreement in a
form  mutually  acceptable  to  the  Vendor  and  the  Purchaser,   both  acting
reasonably, in connection therewith shall have been executed and delivered;

(l) Tax Matters.  The Vendor shall be satisfied in its  discretion  with the tax
implications  and  effect  to it and  its  parent  company  of the  transactions
contemplated by this Agreement;

(m) Legal Matters. All actions, proceedings,  instruments and documents required
to implement this Agreement,  or instrumental thereto,  shall have been approved
as to form and legality by Harrison  Pensa LLP,  counsel for the Vendor,  acting
reasonably; and

(n) Legal Opinion. The Purchaser and the Corporation shall have delivered to the
Vendor a favorable  opinion of Vanderkam  and Sanders,  counsel to the Purchaser
and the Corporation, which shall include and incorporate a favourable opinion of
local  counsel  to  the  Purchaser  in  the  Bahamas  and  any  other  necessary
jurisdiction,  all in forms  acceptable  to the Vendor and the  Purchaser,  both
acting reasonably.

         If any of the  conditions  contained  in this  Section 7.2 shall not be
performed or fulfilled at or prior to the Time of Closing to the satisfaction of
the Vendor,  acting  reasonably,  the Vendor  may,  by notice to the  Purchaser,
terminate  this  Agreement and the  obligations  of the Vendor and the Purchaser
under this Agreement, other than the obligations contained in Sections 2.4, 10.3
and 10.4 shall be terminated,  provided that the Vendor may also bring an action
pursuant to Article IX against the Purchaser for damages  suffered by the Vendor
where the  non-performance  or non-fulfillment of the relevant condition is as a
result of a breach of covenant, representation or warranty by the Purchaser. Any
such condition may be waived in whole or in part by the Vendor without prejudice
to any claims it may have for breach of covenant, representation or warranty.
<PAGE>

                                  ARTICLE VIII

                              CLOSING ARRANGEMENTS

8.1 Place of Closing. The closing shall take place at the Time of Closing at the
Resort in St. Lucia.

8.2 Transfer. At the Time of Closing, upon fulfillment of all the conditions set
out in Article VII that have not been waived in writing by the  Purchaser or the
Vendor,  the Vendor shall deliver to the Purchaser  certificates  respecting all
the  Purchased  Shares,  duly  endorsed  in blank for  transfer,  and will cause
transfers  of such shares to be duly and  regularly  recorded in the name of the
Purchaser, or its nominee(s), and will cause a meeting of the board of directors
of each of the  Windjammer  Companies  to be held,  at which the  directors  and
officers of the Windjammer  Companies  specified by the Purchaser will resign in
favor  of  nominees  of the  Purchaser,  and the  Vendor  shall  deliver  to the
Purchaser all  documentation  required to transfer the  Purchased  Assets to the
Purchaser  and required for the  assumption  of the Assumed  Liabilities  by the
Purchaser,  whereupon,  subject to all other terms and  conditions  hereof being
complied with, payment of the Purchase Price and the amounts required to be paid
to the Vendor by the  Windjammer  Companies  shall be paid and  satisfied in the
manner provided in Article II.

8.3 Further Assurances.  Each party to this Agreement covenants and agrees that,
from time to time  subsequent  to the Closing  Date,  it will at the request and
expense  of the  requesting  party,  execute  and  deliver  all such  documents,
including,  without  limitation,  all  such  additional  conveyance,  transfers,
consents and other assurances and do all such other acts and things as any other
party hereto, acting reasonably, may from time to request be executed or done in
order to  better  evidence  or  perfect  or  effectuate  any  provision  of this
Agreement  or of any  agreement  or other  document  executed  pursuant  to this
Agreement or any of the respective  obligations intended to be created hereby or
thereby.
<PAGE>

                                   ARTICLE IX

                                 INDEMNIFICATION

9.1  Indemnification  by the Vendor.  The Vendor  agrees to  indemnify  and save
harmless the Purchaser from all Losses  suffered or incurred by the Purchaser as
a result of or arising directly or indirectly out of or in connection with:

         (a) any breach by the Vendor of or any inaccuracy of any representation
or warranty  of the Vendor  contained  in this  Agreement  or in any  agreement,
certificate or other document delivered pursuant hereto;

         (b)  any  breach  or  non-performance  by  the  Vendor  or  any  of the
Windjammer  Companies  of any covenant to be performed by them that is contained
in this Agreement or in any agreement,  certificate or other document  delivered
pursuant hereto;

         (c) all debts,  liabilities or contracts  whatsoever  (whether accrued,
absolute,  contingent or otherwise) of any of the Windjammer  Companies existing
at the Time of Closing,  and not disclosed  on,  provided for or included in the
balance sheets forming part of the Financial Statements,  except any liabilities
related to or arising from any matter or thing:

          (i)  disclosed in this Agreement or any Schedule hereto;

          (ii) accruing  or  incurred  subsequent  to  February  28, 2001 in the
               ordinary course of the Business; or

          (iii) which are otherwise within the knowledge of the Purchaser;

provided that the Vendor shall not be required to indemnify or save harmless the
Purchaser  in respect of any matter  unless the  Purchaser  shall have  provided
notice to the Vendor in accordance  with Section 9.3 within two (2) years of the
Closing Date.

9.2 Indemnification by the Purchaser and the Corporation.  The Purchaser and the
Corporation  jointly and  severally  agree to  indemnify  and save  harmless the
Vendor  from all Losses  suffered  or  incurred  by the Vendor as a result of or
arising directly or indirectly out for or in connection with:

         (a) any breach by the Purchaser or the Corporation of or any inaccuracy
of  any  representation  or  warranty  contained  in  this  Agreement  or in any
agreement, instrument,  certificate or other document delivered pursuant hereto;
and

         (b) any breach or  non-performance  by the Purchaser or the Corporation
of any covenant to be performed by it that is contained in this  Agreement or in
any agreement, certificate or other document delivered pursuant hereto.
<PAGE>

9.3 Notice of Claim. In the event that a party (the  "Indemnified  Party") shall
become aware of any claim,  proceeding or other matter (a "Claim") in respect of
which  another  party  (the  "Indemnifying   Party")  agreed  to  indemnify  the
Indemnified  Party  pursuant  to this  Agreement,  the  Indemnified  Party shall
promptly give written  notice  thereof to the  Indemnifying  Party.  Such notice
shall  specify  whether  the  Claim  arises  as a result  of a claim by a person
against the Indemnified  Party (a "Third Party Claim") or whether the Claim does
not so  arise (a  "Direct  Claim"),  and  shall  also  specify  with  reasonable
particularity  (to the extent that the  information  is  available)  the factual
basis for the Claim and the amount of the Claim, if known.

         If, through the fault of the Indemnified  Party, the Indemnifying Party
does  not  receive  notice  of any  Claim  in time to  contest  effectively  the
determination of any liability susceptible of being contested,  the Indemnifying
Party shall be entitled to set off against the amount claimed by the Indemnified
Party the amount of any Losses incurred by the Indemnifying Party resulting from
the Indemnified Party's failure to give such notice on a timely basis.

9.4 Direct Claims. With respect to any Direct Claim, following receipt of notice
from the  Indemnified  Party of the Claim,  the  Indemnifying  Party  shall have
thirty  (30)  days to make  such  investigation  of the  Claim as is  considered
necessary or desirable.  For the purpose of such investigation,  the Indemnified
Party shall make available to the Indemnifying Party the information relied upon
by the Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying  Party may reasonably  request.  If both parties
agree at or prior to the  expiration  of such  thirty  (30) day  period  (or any
mutually  agreed  upon  extension  thereof) to the  validity  and amount of such
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim, failing which the matter shall be referred
to  binding  arbitration  in such  manner as the  parties  may agree or shall be
determined by a court of competent jurisdiction.

9.5 Thirty Party Claims. With respect to any Third Party Claim, the Indemnifying
Party shall have the right, at its expense,  to participate in or assume control
of the  negotiation,  settlement or defence of the Claim and, in such event, the
Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified
Party's out-of-pocket  expenses as a result of such participation or assumption.
If the Indemnifying  Party elects to assume such control,  the Indemnified Party
shall have the right to participate in the negotiation, settlement or defence of
such Third Party Claim and to retain counsel to act on its behalf. provided that
the fees and  disbursements  of such  counsel  shall be paid by the  Indemnified
Party unless the Indemnifying Party consents to the retention of such counsel or
unless  the  named  parties  to  any  action  or  proceeding  include  both  the
Indemnifying  Party and the Indemnified  Party and a representation  of both the
Indemnifying  Party  and the  Indemnified  Party  by the same  counsel  would be
inappropriate  due to the actual or potential  differing  interests between them
(such as the availability of different  defences).  If the  Indemnifying  Party,
having  elected to assume  such  control,  thereafter  fails to defend the Third
Party Claim within a reasonable time, the Indemnified Party shall be entitled to
assume such control,  and the  Indemnifying  Party shall be bound by the results
obtained by the Indemnified Party with respect to such Third Party Claim. If any
Third Party Claim is of a nature such that the Indemnified  Party is required by
applicable law to make a payment to any person (a "Third Party") with respect to
the Third  Party Claim  before the  completion  of  settlement  negotiations  or
related legal  proceedings,  the Indemnified Party may make such payment and the
Indemnifying  Party  shall,  forthwith  after demand by the  Indemnified  Party,
reimburse the Indemnified Party for such payment. If the amount of any liability
of the  Indemnified  Party  under the Third Party Claim in respect of which such
payment was made, as finally  determined,  is less than the amount that was paid
by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall,
forthwith after receipt of the difference  from the Third Party,  pay the amount
of such difference to the Indemnifying Party.
<PAGE>

9.6 Settlement of Third Party Claims. If the Indemnifying  Party fails to assume
control of the defence of any Third Party  Claim,  the  Indemnified  Party shall
have the exclusive right to contest,  settle or pay the amount claimed.  Whether
or not the Indemnifying Party assumes control of the negotiation,  settlement or
defence of any Third Party Claim,  the  Indemnifying  Party shall not settle any
Third Party Claim without the written  consent of the Indemnified  Party,  which
consent shall not be unreasonably withheld or delayed;  provided,  however, that
the  liability  of the  Indemnifying  Party  shall be  limited  to the  proposed
settlement amount if any such consent is not obtained for any reason.

9.7  Co-operation.  The  Indemnified  Party  and the  Indemnifying  Party  shall
co-operate  fully with each other with respect to Third Party Claims,  and shall
keep each other fully advised with respect thereto  (including  supplying copies
of all relevant documentation promptly as it becomes available).

9.8  Limitation on Claims based on Knowledge of the  Purchaser.  Notwithstanding
anything  hereinbefore  contained,  if the  Purchaser,  as a  result  of its due
diligence and investigation in connection with the transactions  contemplated by
this  Agreement,  becomes  aware  of  facts  which  are  at  variance  with  any
representations,  warranties  or other  statements  made by the  Vendor  in this
Agreement and such facts are not raised by the  Purchaser  with the Vendor prior
to the Time of  Closing,  such  facts  shall be  deemed  to be  accepted  by the
Purchaser and the Purchaser  shall not be entitled to make a Claim in connection
therewith.

9.9  Limitation  on Amount of Claim.  The  amount  which may be  claimed  by the
Purchaser as the Indemnified Party pursuant to a Claim shall be calculated to be
the  cost or loss to the  Purchaser  or any of the  Windjammer  Companies  after
giving effect to:

(a) any insurance  proceeds  available to the Purchaser or any of the Windjammer
Companies in relation to the matter which is the subject of the Claim; and

(b) the value of any related,  determinable tax benefits realized, or which will
(with  reasonable  certainty) be realized within a two (2) year period following
the  date  of  incurring  such  costs  or loss  by the  Purchaser  or any of the
Windjammer  Companies  in  relation  to the matter  which is the  subject of the
Claim.
<PAGE>

9.10 De Minimis.  Notwithstanding anything hereinbefore contained, the Purchaser
as the Indemnified Party shall not be entitled to make a Claim unless:


                   (i) the amount of such Claim,  after  taking into account the
         provisions of Section 9.9, exceeds $25,000 (a "De Minimis Claim"); and

                  (ii) the  aggregate  amount of all De Minimis  Claims  exceeds
         $100,000.  After the aggregate  amount of all De Minimis Claims exceeds
         $100,000, the Purchaser shall be entitled to make all De Minimis Claims
         (ie. including those incurred or realized prior to the aggregate amount
         exceeding  $100,000)  which it is  entitled  to make  pursuant  to this
         Article IX, after taking into account the provisions of Section 9.9.

9.11 Exclusivity.  The provision of this Article IX shall apply to any Claim for
breach of any  covenant,  representation,  warranty or other  provision  of this
Agreement or any agreement,  certificate or other  document  delivered  pursuant
hereto (other than a claim for specific  performance or injunctive  relief) with
the intent that all such Claims  shall be subject to the  limitations  and other
provisions contained in this Article IX.

9.12  Special  Indemnity   Relating  to  Matters  Disclosed  in  Schedule  3.23.
Notwithstanding  anything contained herein, but subject to Sections 9.5 and 9.6,
the Vendor agrees to indemnify  and save harmless the Purchaser  from all Losses
suffered or incurred by the Purchaser or the Windjammer Companies as a result of
or in connection with the matters set out and described in Schedule 3.23 hereto.
The Vendor shall retain control of all such matters and the Purchaser  agrees to
cooperate,  and to cause the Windjammer Companies to cooperate,  with the Vendor
in connection therewith.

                                    ARTICLE X

                                  MISCELLANEOUS

10.1  Confidentiality  of  Information.  In  the  event  that  the  transactions
contemplated  herein are not consummated for any reason, the Purchaser covenants
and agrees  that,  except as  otherwise  authorized  by the Vendor,  neither the
Purchaser nor its  representatives,  agents or employees  will disclose to third
parties,  directly or indirectly,  any confidential  information or confidential
data relating to the Vendor, the Windjammer Companies or the Business discovered
by the  Purchaser  or its  representatives  as a result  of the  Vendor  and the
Windjammer  Companies making available to the Purchaser and its  representatives
the  information   requested  by  them  in  connection  with  the   transactions
contemplated herein.
<PAGE>

10.2              Notices.

         (a) Any notice or other communication required or permitted to be given
hereunder  shall be in writing and shall be delivered in person,  transmitted by
telecopy  or  similar  means of  recorded  electronic  communication  or sent by
registered mail, charges prepaid, addressed as follows:

          (i)  if to the Vendor:

                   c/o McKinney, Bancroft & Hughes
                   Mareva House, 4 George Street
                   P.O. Box N-3937
                   Nassau Bahamas
                   Attention:   Lynne Cram
                   Telecopier No:   (242) 328-2520

          with a copy to:

                   c/o EllisDon Construction Ltd.
                   P.O. Box 5093
                   2045 Oxford Street East
                   London, Ontario, N6A 4M6

                   Attention: Mr. John Bernhardt, Vice-President of Finance
                   Telecopier No: (519) 455-2944

           with a copy to:

                   Harrison Pensa LLP
                   450 Talbot Street
                   London, Ontario, N6A 5J6

                   Attention:       Mr. Darwin E. Hayward
                   Telecopier No.:  (519) 667-3362

          (ii) if to the Purchaser or the Corporation:

                    c/o Ron Bauer             8 Queen Street
                    Mayfair, London, UK
                    WIJ 5PD
                    Attention:  *
                    Telecopier No.: 011 44 207-491-9586 *
<PAGE>

            with a copy to:

                   Vanderkam & Sanders
                   440 Louisiana
                   Suite 475
                   Houston, Texas, 77002

                   Attention:      David Loev
                   Telecopier No.: (713) 547-8910

          (b) Any such  notice  or other  communication  shall be deemed to have
been given and received on the day on which it was delivered or transmitted (or,
if such day is not a Business  Day, on the next  following  Business Day) or, if
mailed,  on the third  Business  Day  following  the date of mailing;  provided,
however, that if at the time of mailing or within three Business Days thereafter
there is or occurs a labor  dispute  or other  event that  might  reasonably  be
expected  to disrupt  the  delivery of  documents  by mail,  any notice or other
communication  hereunder  shall be delivered or transmitted by means of recorded
electronic communication as aforesaid.

         (c) Any party may at any time change its address for service  from time
to time by giving notice to the other  parties in  accordance  with this Section
10.2.


<PAGE>

10.3 Consultation.  The parties shall consult with each other before issuing any
press  release  or making any other  public  announcement  with  respect to this
Agreement or the transactions contemplated hereby and, except as required by any
applicable law or regulatory  requirement,  neither the Vendor nor the Purchaser
shall issue any such press release or make any such public announcement  without
the prior written consent of the other,  which consent shall not be unreasonably
withheld or delayed.

10.4   Disclosure.   Prior  to  any  public   announcement  of  the  transaction
contemplated  hereby pursuant to Section 10.3, neither party shall disclose this
Agreement or any aspect of such  transaction  except to its board of  directors,
its senior management,  its legal,  accounting,  financial or other professional
advisors,  any  financial  institution  contacted  by it  with  respect  to  any
financing  required  in  connection  with such  transaction  and counsel to such
institution,  or as may be  required  by any  applicable  law or any  regulatory
authority or stock exchange having jurisdiction.

10.5 Public Announcements.  No public announcement or press release not required
by law or by applicable  stock exchange rule concerning the purchase and sale of
the Purchased Shares and the Purchased  Assets shall be made by the Vendor,  the
Corporation  or the  Purchaser  without the  consent  and joint  approval of the
Vendor, the Purchaser and the Corporation.

10.6 Best Efforts.  The parties  acknowledge and agree that, for all purposes of
this  Agreement,  an obligation on the part of any party to use its best efforts
to obtain any waiver, consent, approval, permit, license or other document shall
not  require  such party to make any  payment  to any person for the  purpose of
procuring  the same,  other than  payments  for  amounts due and payable to such
person,  payments for incidental  expenses  incurred by such person and payments
required by any applicable law or regulation.

10.7 Transmission by Facsimile. The parties hereto agree that this Agreement may
be transmitted by facsimile or such similar device and that the  reproduction of
signatures by facsimile or such similar  device will be treated as binding as if
originals and each party hereto undertakes to provide each and every other party
hereto with a copy of the Agreement bearing original  signatures  forthwith upon
demand.

10.8 Counterparts. This Agreement may be executed in counterparts, each of which
shall  constitute an original and all of which taken together  shall  constitute
one and the same instrument.

IN WITNESS WHEREOF this Agreement has been executed by the parties.


                                        WINDJAMMER BAHAMAS (1992) LIMITED

                                         Per:
                                              ----------------------------------
                                                Duly Authorized Officer


                                         BAUER WINDJAMMER RESORT AND
                                         SPA (BAHAMAS) LIMITED


                                         Per:
                                              ----------------------------------
                                                Duly Authorized Officer


                                         THE BAUER PARTNERSHIP, INC.


                                         Per:
                                              ----------------------------------
                                                Duly Authorized Officer