EXHIBIT 10.17


                           EXCLUSIVE CABLE DEVELOPMENT

                                       AND

                         PROGRAMMING SERVICES AGREEMENT



     THIS EXCLUSIVE CABLE DEVELOPMENT & PROGRAMMING SERVICES AGREEMENT (the
"Agreement"), is made and entered into as of the day of June, 1999, by and
between SUNCOAST AUTOMATION, INC., a Delaware corporation, its successors and
assigns ("SUNCOAST"), having its principal office at 150 N Dunbar Ave, Oldsmar,
Florida 34677 and SUNTERRA COMMUNICATIONS CORPORATION, a Florida corporation
(the "COMPANY"), having its principal office at 1781 Park Center Drive, Orlando,
Florida 32835 .




                                    RECITALS
                                    --------

     A. SUNCOAST in the business of providing cable television services.

     B. COMPANY, which is a wholly owned subsidiary of Sunterra Corporation
("Sunterra"), is in the business of providing telecommunications services,
including but not limited to cable TV, to certain resorts which are owned and
operated by Sunterra.

     C. COMPANY desires to grant SUNCOAST the exclusive right to provide
construction, maintenance, and programming Services (as defined herein) at the
Cypress Point Resort located in Lake Buena Vista, Florida (hereinafter the
"Project") and SUNCOAST has agreed to such services subject to the terms of this
Agreement.

     NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00), the
mutual covenants and promises contained herein, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
parties herein covenant and agree as follows:

                                    Agreement
                                    ---------

     1. Recitals: The Recitals stated above are true and correct and are
incorporated herein by reference.

     2. Installation of Cable System: Upon execution of this Agreement SUNCOAST
agrees to install a "Cable System" (as defined below) at the Project, utilizing
existing cabling, dishes, and/or electronics existing at the Project, if any, in
a timely manner subject to the following:


        2.1 For purposes of this Agreement, the term "Cable System" shall be
defined as Nineteen (19) basic cable TV channels with a distribution system
capable of One gigahertz Two way interaction. The term "Equipment" shall be
defined as satellite dishes, head-end equipment, distribution equipment, and any
other equipment utilized by SUNCOAST to distribute programming to the Project.
Cable System and or Equipment shall not include the headend computer equipment
and or proprietary software to make the system addressable and or interactive.



        2.2 The COMPANY agrees as follows:

<PAGE>


            (a) COMPANY shall be required to provide SUNCOAST with reasonable
space, power, air-conditioning, and either a WAN connection, if available, or a
dial up B1 phone line at the Project for the installation of the Equipment,
including indoor space of approximately 10 feet by 10 feet for the electronic
equipment and outdoor space of approximately 30 feet by 30 feet for the
satellite dish(s).

            (b) COMPANY shall provide SUNCOAST with such information, including
maps, working drawings and other records, as are reasonably necessary to assist
in the installation of the Cable System.

            (c) During the installation of the Cable System, the COMPANY shall
provide SUNCOAST employees and agents handling the installation with reasonable
lodging facilities at no charge at a mutually agreeable time.

            (d) COMPANY shall provide to SUNCOAST, its successors and assigns, a
right of ingress, egress and right of-way, across, through, in, on, and across
exterior boundaries or any part of the Project as required by SUNCOAST for the
installation and maintenance of the Cable System and the Equipment. These rights
shall last for the term of this Agreement and shall survive termination of this
Agreement for a period not to exceed Ninety (90) days, to enable SUNCOAST to
remove its Equipment, as applicable.

            (e) COMPANY shall be responsible and shall pay for phone lines and
power for the System operation.

            (f) SUNCOAST and COMPANY will cooperate in obtaining all
governmental licenses and/or permits for the installation of the Cable System
and buildings or towers for the Equipment.

        2.3 SUNCOAST agrees as follows:

            (a) SUNCOAST will be responsible, at SUNCOAST's expense, for
purchasing and installing the necessary Equipment in order to complete the Cable
System at the Project. --

            (b) Following installation, SUNCOAST will provide COMPANY with an
"as built" print of the Cable System for the Project and a list of the Equipment
installed.


        2.4 Installation of the Cable System at the Project will begin upon a
mutually agreed commencement date and SUNCOAST will use its best effort to
complete the Project within One Hundred Twenty (120)days thereafter. -----

        2.5 During the entire term of this Agreement, including any renewals,
the COMPANY agrees that it will not allow any modifications to the Cable System
without written authorization from Suncoast in order to insure quality and
consistency of the Cable System.

     3. Ownership of Equipment: During the Initial Programming Term (as defined
herein), COMPANY and SUNCOAST agree that the Equipment is and shall remain the
personal property of SUNCOAST and that none of the Equipment is or will become a
fixture. At the expiration of the Initial Programming Term, the renewal of this

                                       2

<PAGE>


Agreement according to 5.5 (b) shall act as the transfer of SUNCOAST's right,
title and interest in the Equipment to the COMPANY.

     4. Maintenance of Cable System: During the term of this Agreement,
including any renewals, the parties agree as follows:

        4.1 During the first Twelve (12) months immediately following the
Programming Commencement Date, SUNCOAST agrees to perform all maintenance on the
Cable System and Equipment at SUNCOAST's sole expense. Thereafter, SUNCOAST
shall be compensated by the COMPANY at the rate of $49.00 per hour per person,
including travel time, plus reasonable travel expenses and lodging for such
Cable System maintenance. To the extent possible, SUNCOAST will make every
effort to utilized local technicians to perform these tasks in order to minimize
travel and lodging costs.

        4.2 SUNCOAST will provide and pay for all replacement parts during the
Initial Programming Term unless such parts are necessitated by reason of the
gross negligence of the COMPANY, its employees, servants, agents, guests, or
invitees, in which case, the COMPANY shall be responsible for such replacement
parts. Following the Initial Programming Term, the COMPANY shall be responsible
and shall pay for all replacement parts of the Cable System and Equipment.

     5. Programming Services and Fees: Upon completion of the Cable System at
the Project, the COMPANY shall and does hereby grant to SUNCOAST the exclusive
right, privilege, and license to provide Services (as defined below) to the
Project and the individual units therein during the term of this Agreement,
including any extensions, upon the following terms:

        5.1 Services. Upon substantial completion of the Cable System at the
Project (hereinafter referred to as the "Programming Commencement Date"),
SUNCOAST will provide to the Project, pursuant to FCC rules in effect or
hereinafter modified, governing the resale of satellite and off-air television
transmissions, except as indicated otherwise, the following:

            (a) Nineteen (19) basic cable TV channels ("Cable Services") to be
determined by COMPANY and SUNCOAST. COMPANY may change the Cable Services upon
Thirty (30) days prior written notice. There will be no charge for the first
such change; however, future changes for the same Cable Services will require a
Fifty ($50.00) Dollar fee per change. SUNCOAST reserves the right, at its
discretion, to provide ad insertions on the Services, and to delete, add or
substitute portions of the Services, but agrees to use its best efforts to
maintain continuity of this programming or the equivalent thereof.

            (b) Tiered programming packages ("Tiered Packages") including but
not limited to a group of channels in each separate package, internet access,
will be provided to COMPANY Project guests on an individual basis at the guest's
discretion and billed on a weekly basis using the COMPANY's billing system.

            (c) As used in this Agreement, the term "Services" shall be defined
to include Cable Services and Tiered Packages.

        5.2 Programming Fees. Beginning on the Programming Commencement Date,
the COMPANY shall pay SUNCOAST the following fees for Services at the Project
(the "Programming Fees"):

                                       3

<PAGE>


            (a) From the Programming Commencement Date at the Project and
continuing for a term of Seven (7) years (the "Initial Programming Term"), the
COMPANY shall pay SUNCOAST the following Programming Fees for the Services:

                (i) For Cable Services, the sum of $18.92 per Unit (as defined
herein) per month; and

                (ii) For Tiered Packages, the COMPANY shall pay SUNCOAST
Sixty-five (65%) percent of the gross billing price for each separate Tiered
Package which is ordered by a Project Guest. The pricing and content of each
Tiered Packages will determined by SUNCOAST.

            (b) Following the end of the Initial Programming Term and continuing
throughout the remaining term of this Agreement, the COMPANY shall pay SUNCOAST
the same Programming Fees as indicated in 5(a) above except for Cable Services
which shall be reduced to $9.95 per Unit per month, plus any increases per
Paragraph 5.2(c) below.

            (c) In addition to the Programming Fees price change as stated
above, the Programming Fees for Cable Services may be increased at any time
during the entire term of this Agreement in the event Cable Service programming
costs provided to SUNCOAST by suppliers are increased. Such Programming Fees
increase(s) will be limited to the increase charged SUNCOAST by its programming
supplier. The COMPANY shall, within Thirty (30) days from notice by SUNCOAST of
a Programming Fees increase, have the option of requesting cancellation or
replacement of the specific service for which the rate increase applies by
submitting written notification to SUNCOAST. Failure of COMPANY notifying
SUNCOAST within the allotted time shall act as COMPANY's acceptance of the
Programming Fees increase.

        5.3 Cable Service Units. Units shall mean the total number of units
which are wired for Cable Service distribution in each Resort (the "Units"), as
shown on the attached Exhibit "A". Upon the Programming Commencement Date and
during the term of this Agreement, the COMPANY shall submit to SUNCOAST all
change(s) in the number of Units at least Sixty (60) days prior to the
activation of such additional Unit(s). SUNCOAST will accept facsimile with
signature for such reporting purposes. Thereafter, the Programming Service Fees
for Cable Services will be modified by the increased number of Units as of the
activation date. COMPANY shall make available to SUNCOAST, at COMPANY's office
during regular business hours, once each calendar year, on Five (5) days advance
notice, its books and records regarding the number of Units for SUNCOAST's
inspection and/or audit. COMPANY and SUNCOAST agree that under reporting of
Units applicable to Services supplied herein shall constitute a material breach
of this Agreement. Should any audit determine that such under Unit reporting has
occurred , SUNCOAST, at its option, may cancel this Agreement and accelerate all
monthly payments remaining due hereunder. COMPANY further agrees to indemnify
SUNCOAST for auditing fees and expenses, and penalties or damages assessed
SUNCOAST by SUNCOAST's programming suppliers as a result of such under Unit
reporting.

        5.4 Billing & Payment for Programming Services. Each month during the
term of Programming Services, SUNCOAST shall bill the COMPANY for the Project
for Cable Services in advance for each month and for Tiered Services and Pay Per
View in arrears for the immediately preceding month. Payment for all Services
shall be due by the Fifteenth (15th) day of the month for which the billing
applies, time being of the essence, and interest at the rate of 1.5% percent per
month (18% per annum) will be added for late receipt of any payment. A service
charge of Twenty-five ($25.00) Dollars will be assessed for any returned check,
and a cashier's check will be required as future payment until credit has been

                                       4

<PAGE>


re-established as determined by SUNCOAST. COMPANY shall pay SUNCOAST a late
payment charge of Two (2%) percent for each and every payment(s) which is
outstanding for a period of more than Twenty-five (25) days. Should COMPANY fail
to make payment within Forty-five (45) days from the required billing due date,
or fail to comply with applicable Federal, State, or Local Law governing the
purchase of the Services, SUNCOAST may at its discretion terminate such
Services. Upon such default by COMPANY, SUNCOAST shall be entitled to accelerate
all monthly payments remaining due under this Agreement which will then be
immediately due and payable.


        5.5 Agreement Term.

            (a) Initial Term. The initial term of this Agreement shall commence
upon, i) written notice from SUNCOAST to COMPANY that SUNCOAST has purchased the
existing system, ii) or the existing agreement expires, iii) and the Programming
Commencement Date for the Project, and shall continue thereafter for a period of
Seven (7) years from the earlier of completion of construction of the Project,
including Expansion Units as indicated on Exhibit "A", or Five (5) years from
the Programming Commencement Date (the "Initial Term").

            (b) Renewal Term. The term of this Agreement shall automatically
renew for successive Five (5) year periods ("Renewal Term") unless either party
notifies the other in writing at least Six (6) but not more than Seven (7)
months immediately prior to the end of the Initial Term or any Renewal Term of
its intent to terminate the Agreement at the end of such period.

            (c) Notwithstanding the above, SUNCOAST may cancel this Agreement
due to the occurrence of adverse circumstances that are beyond SUNCOAST's
reasonable control, including, but not limited to, microwave interference or the
institution of any governmental law, rule or regulation making it unreasonable
for SUNCOAST to maintain the Services as agreed to.

        5.6 Compliance. Except as stated otherwise herein, SUNCOAST will be
responsible for providing equipment and maintenance necessary for adequate
reception for distribution of signal throughout the Agreement term. COMPANY
shall not allow interference with the Equipment or the master antenna television
system ("MATV") or allow the connection of any device to the Equipment or MATV
which causes interference. COMPANY shall cooperate in preventing theft of the
Services by third parties including residents.

        5.7 Program Advertising. COMPANY and SUNCOAST will jointly publish
information about the Services available to Project guests with the costs of
such advertising divided as mutually agreeable between the parties.

     6. Insurance: During the Initial Programming Term of this Agreement,
SUNCOAST shall, at its sole cost and expense, carry insurance covering all of
the Equipment involved in this Agreement, or any amendments thereto, against any
loss by theft, fire or other hazard or perils ordinarily included under a
standard extended coverage endorsement. Further, during the Initial Programming
Term, SUNCOAST shall, at its sole cost and expense, carry insurance against
liability for death or personal injury in an amount not less than a combined
single limit of $500,000 for each occurrence and a $1,000,000 aggregate
regarding the Cable System. Said insurance shall name COMPANY as an additional
insured and COMPANY shall be provided with a copy of said insurance upon
request. SUNCOAST, in no event, shall be liable for any uninsured damages or for
the consequences of acts and events beyond its reasonable control concerning the

                                       5

<PAGE>


Cable System or Equipment. These acts and events include, but are not limited
to: a) acts of God or acts of the government of the United States: b) fires,
floods, explosions, wind, storms, hurricanes, lightning or other catastrophes;
c) civil riot or disturbances; d) acts of persons other than SUNCOAST and
SUNCOAST's agents.

     7. Representations and Warranties of COMPANY: As a material inducement to
SUNCOAST to enter into this Agreement, without which inducement COMPANY
acknowledges SUNCOAST would not enter into this Agreement, COMPANY represents
and warrants to SUNCOAST as follows:

        7.1 That the COMPANY has full power and authority to make, enter into,
deliver and perform pursuant to this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement.

        7.2 That the COMPANY is a corporation, duly established, validly
existing in good standing under the laws of the State of Florida.

        7.3 That this Agreement and all exhibits are valid, binding and
enforceable against the COMPANY in accordance with their respective terms and
provisions.

        7.4 Other than this Agreement , COMPANY has not entered into, and shall
not enter into, any other oral or written lease, license, contract or agreement
regarding cable television, Intranet, and or Internet service at the Project
during the term of this Agreement.

        7.5 There is no outstanding license, contract, agreement, document,
lease, notice, or any other instrument which in any way regulates or restricts
the exclusive full right, power and authority of COMPANY to enter into and
perform this Agreement. There is no restriction, covenant, zoning or other
matter which would prohibit the installation, maintenance and operation of the
contemplated cable television system at the Project.

     8. Indemnification: COMPANY and SUNCOAST each hereby agrees to indemnify
and hold harmless the other party from any and all expenses, losses, damages or
costs or every kind, character and nature whatsoever (including, without
limitation, attorneys fees and expenses) which such party may suffer or incur
based upon or arising out of the inaccuracy or breach of any of the
representations and/or warranties contained herein or the acts or omissions of
the indemnifying parties.

     9. Notice: All notices, requests, demands and other communications required
or permitted to be given hereunder shall he in writing and shall be deemed to
have been duly given if delivered personally or sent by a recognized overnight
carrier or mailed by certified mail, return receipt requested, with postage
prepaid, at the address set forth below:

SUNCOAST:                  150 N Dunbar Ave  Suite C
                           Oldsmar,FL 34677
                           Attention:  Mr. Kent P. Spears

COMPANY:                   1781 Park Center Drive
                           Orlando,  Florida  32835
                           Attn:

                                       6

<PAGE>


     10. Right to Cure: COMPANY shall not be in default of any non-monetary
provision of this Agreement and SUNCOAST shall not pursue any remedy provided
hereunder or permitted by applicable law unless SUNCOAST gives written notice to
COMPANY specifically identifying the provision or provisions of this Agreement
which COMPANY has failed to perform and COMPANY fails to cure such failure
within Ten (10) days of receipt of such notice, or, if such failure to perform
is of the nature that it cannot be cured within Ten (10) days, the COMPANY fails
to commence cure of such failure to perform within Ten (10) days of receipt of
such notice and proceed diligently and continuously to complete curing such
failure to perform.

     11. COMPANY Termination: SUNCOAST agrees that the COMPANY shall have the
right at any time to terminate this Agreement, without prejudice to any other
legal rights to which the COMPANY may be entitled, upon material default by
SUNCOAST in performance of any of the material provisions of this Agreement
subject to the COMPANY providing prior written notice to SUNCOAST specifically
identifying the provision or provisions of this Agreement which SUNCOAST has
materially defaulted and SUNCOAST failing to cure such material default within
Ten (10) days of receipt of such notice, or, if such material default is of the
nature that it cannot be cured within Ten (10) days, SUNCOAST failing to
commence cure of such material default within Ten (10) days of receipt of such
notice and proceeding diligently and continuously to complete curing of such
material default; or

     12. Confidentiality in Favor of SUNCOAST: COMPANY acknowledges that the
concept including provisions, terms, and conditions as contained in this
Agreement (the "Concept") is proprietary to SUNCOAST and has been developed by
SUNCOAST at great expense, and over lengthy periods of time, is secret and
confidential and is unique and constitutes the exclusive property of SUNCOAST
and that any use of the Concept by COMPANY other than for the benefit of
SUNCOAST would be wrongful and would cause irreparable injury to SUNCOAST.
Accordingly, except as required by law, COMPANY agrees that it shall not
directly or indirectly, either during or subsequent to the termination of this
Agreement, use, reveal, report, publish, copy, transcribe, transfer or otherwise
disclose to any person, corporation, or other entity, the Concept without the
prior written consent of SUNCOAST, with the exception of responsible officers
and employees of COMPANY and with the exception of information which legally and
legitimately is or becomes known in the public domain through sources other than
through COMPANY. COMPANY hereby acknowledges and agrees that in the event of any
violation or threatened violation of this paragraph of the Agreement, SUNCOAST
shall be authorized and entitled to obtain from any court of competent
jurisdiction, preliminary and permanent injunctive relief as well as an
equitable accounting of all profits and benefits arising out of such violation
plus reasonable attorneys' fees and costs, which right and remedies shall be
cumulative and in addition to any other rights or remedies to which it may be
entitled. Notwithstanding the above, the COMPANY agrees that SUNCOAST may
identify the COMPANY in its presentations to others as a customer of SUNCOAST.


     13. Confidentiality in Favor of COMPANY: During the term of this Agreement,
SUNCOAST may be entrusted with and may assimilate written and non-written
information of a confidential nature relating to the business of the COMPANY,
excluding information or materials publicly disclosed and a matter of common
knowledge in the field of work of the COMPANY, hereinafter referred to as
"Confidential Information". Accordingly, except as required by law, SUNCOAST
agrees that it shall not, either during or subsequent to the termination of this
Agreement, disclose to any person, corporation, or other entity, the

                                       7

<PAGE>

Confidential Information without the prior written consent of COMPANY, with the
exception of responsible officers and employees of SUNCOAST and with the
exception of information which legally and legitimately is or becomes known in
the public domain through sources other than through SUNCOAST. SUNCOAST hereby
acknowledges and agrees that in the event of any violation or threatened
violation of this paragraph of the Agreement, COMPANY shall be authorized and
entitled to obtain from any court of competent jurisdiction, preliminary and
permanent injunctive relief as well as an equitable accounting of all profits
and benefits arising out of such violation plus reasonable attorneys' fees and
costs, which right and remedies shall be cumulative and in addition to any other
rights or remedies to which it may be entitled.

     14. Miscellaneous:

         I. Attorney Fees and Costs. The parties agree that if any action at law
or equity is required to enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to recover all costs of collection,
including without limitation, reasonable attorneys' fees and costs incurred in
any litigation, mediation, arbitration, or administrative or bankruptcy
proceedings, and any appeals therefrom, in addition to any other relief to which
they may be entitled.

                                       8
<PAGE>


         B. Section and Other Headings. Section, paragraph and other headings
contained in this Agreement are for reference purposes only and shall not effect
in any way the meaning or interpretation of this Agreement.

         C. Gender. All personal pronouns used in this Agreement shall include
the other genders whether used in the masculine or feminine or neuter gender and
the singular shall include the plural wherever and as often as may be
appropriate.

         D. Severability. In case any one or more provisions contained in this
Agreement shall, for any reason, be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not effect
any other provision herein and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had not been contained herein.

         E. Choice of Law. It is the intention of the parties that the law of
the State of Florida shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of the
parties.

         F. Entire Agreement. This Agreement, including attachments, constitutes
the entire agreement between the parties and there are no agreements,
understandings, restrictions, warranties, or representations, expressed or
implied, oral or written between the parties other than those herein contained.

         G. Time of Essence. It is understood and agreed by the parties hereto
that time shall be of the essence in this Agreement and such time shall be an
essential part of this Agreement.

         H. Amendment. No amendment, waiver or modification of this Agreement,
or any provisions of this Agreement, shall be valid unless in writing and duly
executed by all parties.

         I. Counterpart execution. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

         J. Parties and Interest. All terms and provisions of this Agreement
shall be binding upon and inure to the benefit of, and be enforceable by
SUNCOAST, COMPANY, their heirs, legal representatives, successors, and assigns.

         K. Survival. The executory provisions of this Agreement and all
representations and warranties shall survive the consummation of the
transactions contemplated by this Agreement.

         L. No Partnership. Notwithstanding anything to the contrary contained
herein, neither this Agreement nor the conduct of the parties hereto shall be
deemed or construed to create a partnership or joint venture or other such
business relationship between the parties.

         M. Facsimile. A facsimile copy of this Agreement, including any
Exhibits and/or modifications to same, and any signatures thereon shall be
considered for all purposes as an original.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date and year indicated immediately below their signatures.


"SUNCOAST"                                       "COMPANY"
Suncoast Automation, Inc.                        Sunterra Communications
                                                 Corporation "COMPANY"



By:                                                  By:
-------------------------------                         ----------------------
  (Authorized Agent)                                     (Authorized Agent)
--------------------------
  (Printed Name & Title)                                 (Printed Name & Title)

Date:                                                    Date:
--------------------------------------------

                                       9
<PAGE>


                               AGREEMENT GUARANTY


         Sunterra Corporation, as the sole shareholder and parent company of
COMPANY, does hereby jointly and severally give to SUNCOAST its continuing and
unconditional guaranty of all the representations, covenants, warranties, and
obligations of COMPANY as contained in the above EXCLUSIVE CABLE DEVELOPMENT &
PROGRAMMING SERVICES AGREEMENT, to the same extent as if Sunterra were the
COMPANY, and further waives any right to require suit against the COMPANY or any
other party before SUNCOAST enforces this guaranty.


                                            Sunterra Corporation


                                            By:
                                               --------------------------------
                                               (Authorized Officer)

                                               --------------------------------
                                               (Printed Name & Title)
                                                Date:

                                       2

<PAGE>


                                   EXHIBIT "A"


List of Resorts
---------------

Cypress Point Resort                                 8651 Treasure Cay Lane
                                                     Lake Buena Vista, Fl  32830
                                                     711 units
                                                     299 Expansion Units

                                       3

<PAGE>


                                    ADDENDUM
                                    --------

This First Addendum (the "First Addendum") is being made in connection with and
Exclusive Cable Development & Programming Services Agreement Dated ______, ___,
2000(hereinafter referred to as the "Agreement") by and between SUNCOAST and
COMPANY. Capitalized terms used without being defined herein have the meanings
assigned to them in the Agreement. The provisions contained in this Addendum
shall prevail over different or conflicting provisions set forth in the
Agreement. In addition to, or in lieu of, as applicable, the terms and
conditions specified in the Agreement, the parties agree to the following:

1. Paragraph 5.5 (a) shall be modified for clarification to read:

     Initial Term. The initial term of this Agreement shall commence upon, i)
written notice from SUNCOAST to COMPANY that SUNCOAST has purchased the existing
system from Lodgenet, ii) or the existing agreement with Lodgenet expires, iii)
and the Programming Commencement Date for the Project, and shall continue
thereafter for a period of Seven (7) years from the earlier of completion of
construction of the Project, including Expansion Units as indicated on Exhibit
"A", or Five (5) years from the Programming Commencement Date (the "Initial
Term").


2. Except as modified by this Addendum, the Agreement is ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Addendum on the day set forth
below their respective signatures.

"SUNCOAST"                                  "COMPANY"
Suncoast Automation, Inc.                   Sunterra Communications
                                            Corporation

By;______________________                    _________________________
         Mark Blanchard, CEO                 (Authorized Agent)

                                             -------------------------
                                             (Printed Name & Title)

Date:_______________                          Date:____________________

                                       4

<PAGE>


                                    ADDENDUM
                                    --------

This Second Addendum (the "Second Addendum") is being made in connection with
and Exclusive Cable Development & Programming Services Agreement Dated ______,
___, 2000(hereinafter referred to as the "Agreement") by and between SUNCOAST
and COMPANY. Capitalized terms used without being defined herein have the
meanings assigned to them in the Agreement. The provisions contained in this
Addendum shall prevail over different or conflicting provisions set forth in the
Agreement. In addition to, or in lieu of, as applicable, the terms and
conditions specified in the Agreement, the parties agree to the following:

2. Paragraph 5.2 (a)(i) and 5.2 (a)(ii) shall be modified as follows:

     5.2 (a)(i) For Cable Services, the sum of $4.00 per Unit (as defined
herein) per month for the first three (3) months with a commencement date
beginning upon satisfactory delivery and completion of the installation of the
system features, including, but not limited to, 19 Basic Channels, Tiered
Packages and Internet Access. Thereafter, for Cable Services, the sum of $18.92
per Unit (as defined herein) per month

     5.2 (a)(ii) For Tiered Packages and internet access, the COMPANY shall pay
SUNCOAST One Hundred (100%) percent of the gross billing price for each separate
Tiered Package which is ordered by a Project Guest for the first three (3)
months. Thereafter, the COMPANY shall pay SUNCOAST Sixty-five (65%) percent of
the gross billing price for each separate Tiered Package which is ordered by a
Project Guest. The pricing and content of each Tiered Packages will be
determined by SUNCOAST.

2. Except as modified by this Addendum, the Agreement is ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Addendum on the day set forth
below their respective signatures.

"SUNCOAST"                                       "COMPANY"
Suncoast Automation, Inc.                        Sunterra Communications
                                                              Corporation

By;______________________                        _________________________
   Mark Blanchard, VP/GM                           (Authorized Agent)

                                                 -------------------------
                                                   (Printed Name & Title)

Date:_______________                             Date:____________________

                                       5

<PAGE>

                                    ADDENDUM
                                    --------

This Second Addendum (the "Second Addendum") is being made in connection with
and Exclusive Cable Development & Programming Services Agreement Dated ______,
___, 2000(hereinafter referred to as the "Agreement") by and between SUNCOAST
and COMPANY. Capitalized terms used without being defined herein have the
meanings assigned to them in the Agreement. The provisions contained in this
Addendum shall prevail over different or conflicting provisions set forth in the
Agreement. In addition to, or in lieu of, as applicable, the terms and
conditions specified in the Agreement, the parties agree to the following:

3. Paragraph 5.2 (a)(i) and 5.2 (a)(ii) shall be modified as follows:

     5.2 (a)(i) For Cable Services, the sum of $4.00 per Unit (as defined
herein) per month for the first three (3) months with a commencement date
beginning upon satisfactory delivery and completion of the installation of the
system features, including, but not limited to, 19 Basic Channels, Tiered
Packages and Internet Access. Thereafter, for Cable Services, the sum of $18.92
per Unit (as defined herein) per month

     5.2 (a)(ii) For Tiered Packages and internet access, the COMPANY shall pay
SUNCOAST One Hundred (100%) percent of the gross billing price for each separate
Tiered Package which is ordered by a Project Guest for the first three (3)
months. Thereafter, the COMPANY shall pay SUNCOAST Sixty-five (65%) percent of
the gross billing price for each separate Tiered Package which is ordered by a
Project Guest. The pricing and content of each Tiered Packages will be
determined by SUNCOAST.

2. Except as modified by this Addendum, the Agreement is ratified and confirmed.

IN WITNESS WHEREOF, the parties have executed this Addendum on the day set forth
below their respective signatures.

"SUNCOAST"                                       "COMPANY"
Suncoast Automation, Inc.                        Sunterra Communications
                                                 Corporation

By;______________________                        _________________________
         Mark Blanchard, VP/GM                    (Authorized Agent)

                                                 -------------------------
                                                  (Printed Name & Title)

Date:_______________                             Date:____________________

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