Ex.
10.60








GROUP
RCI








RESORT
AFFILIATION AND OWNERS ASSOCIATION AGREEMENT





This
RESORT AFFILIATION AND OWNERS ASSOCIATION AGREEMENT ("Agreement") is made and
entered into, effective the 18th day of October 2007, (the "Effective Date") by
and among RCI, LLC, a Delaware limited liability company having offices and its
principal place of business at 7 Sylvan Way, Parsippany, New Jersey, 07054,
U.S.A. ("RCI'), SILVERLEAF RESORTS, INC., having its principal place of business
at 1221 River Bend Drive, Suite 120, Dallas, TX 75247, U.S.A. ("Affiliate"), and
ORLANDO BREEZE RESORT CLUB, an owners association comprised of the owners of
Timeshare Interests at the Resort, having its principal place of business at 121
Emerald Loop, Davenport, FL 33897, U.S.A. ("Association").





A.           RCI
makes available the RCI Exchange Program to individuals who purchase or acquire
Timeshare Interests in RCI Affiliated Resorts.





B.           Affiliate
has developed Timeshare Interests at the resort project(s) described as
follows:  Name, location and street address of each Resort project
affiliated hereby:





Orlando
Breeze


121
Emerald Loop


Davenport,
FL 33897





C.           Affiliate
and Association have submitted to RCI an Application for Affiliation, a copy of
which is incorporated by reference herein in its entirety, and desire the Resort
to become an RCI Affiliated Resort, and for Affiliate and Association to offer
to Purchasers the opportunity to become RCI Members and to be eligible to
participate in the RCI Exchange Program.





D.           RCI
desires the Resort to become an RCI Affiliated Resort and for Affiliate to
perform services and duties associated with the RCI Exchange Program in
accordance with the provisions of this Agreement until Affiliate transfers its
management responsibilities to Association and thereafter, for Association to
perform or provide for such services and duties.





NOW THEREFORE, in consideration of the
mutual covenants and obligations contained in this Agreement, the parties hereby
agree as follows:





ARTICLE
1-DEFINITIONS





For the purposes of this Agreement, the
terms listed below shall, unless the context otherwise requires, bear the
following meanings:





1.1           Application
for Affiliation:  The Affiliate's and Association's Application for
Resort Affiliation, including any attachments thereto, which is required to be
submitted by Affiliate or Association to RCI in connection with this
Agreement.





1.2           Confirmed
Exchange:  RCI's written or oral notification to the Resort and RCI
Member or Exchange Guest that accommodations at the Resort or another resort
have been reserved for use by the RCI Member or Exchange Guest.





1.3           Enrollment
Application:  The form of application from time to time prescribed by
RCI for the enrollment of Purchasers in the RCI Exchange Program.





1.4           Exchange
Guest(s):  Person(s) who have received a Confirmed Exchange to the
Resort from RCI.





1.5           Marks:  Those
trademarks set forth below, or other trademarks as may be included and licensed
by RCI to Affiliate and/or Association from time to time:





RCI


RESORT
CONDOMINIUMS INTERNATIONAL





1.6           Presale:  That
status where the Resort or a Unit at the Resort is under construction,
renovation or refurbishment and is considered by RCI to be not ready for
occupancy by an Exchange Guest(s).





1.7           Prospective
Purchaser:  Prospective purchasers of a Timeshare Interest or other
interest at the Resort or any other RCI Affiliated Resort.





1.8           Purchasers:  Persons
who purchase Timeshare Interests in the Resort, including persons who are
already RCI Members at time of purchase.





1.9           RCI
Affiliated Resorts:  Resorts subject to resort affiliation agreements
with RCI, including those resorts described in Recital B.





1.10         RCI
Exchange Program:  RCI's program of facilitating the exchange of
Timeshare Interests.





1.11         RCI
Procedural Manual:  Any manual(s) of policies and/or procedures for
Affiliates and Associations as published and amended by RCI from time to
time.





1.12         RCI
Subscribing Members or RCI Members:  Purchasers whose Enrollment
Applications are accepted by RCI and who comply with the Terms and Conditions of
RCI Membership.





1.13         RCI
Subscription Fee:  The annual fee, from time to time, payable by RCI
Members in respect to RCI's directory, magazine(s) or other publications and
such other benefits incident to the subscription.





1.14         RCI
Terms and Conditions:  Those terms and conditions of RCI membership
contained in RCI's current RCI Weeks Directory of Affiliated Resorts magazine as
amended from time to time by RCI in its discretion.





1.15         Resellers:  Any
brokers, marketers, marketing companies or management companies engaged by
Affiliate or Association.





1.16         Resort:  The
resort project(s) or other lodging or vacation accommodation(s):  (1)
described in Recital B and (2) all subsequent buildings or phases of the resort
project(s) or other lodging or vacation accommodation(s) which meet RCI
standards.





1.17         Timeshare
Interests:  Possessary, occupancyor usage rights in
timeshare resorts or other lodging or vacation accommodation(s), whole-owner
condominiums or similar vacation ownership plans.





1.18         Unit:  A
unit of accommodation of moveable or immovable property designed for separate
occupancy in connection with the use of a Timeshare Interest.





ARTICLE 2
- RCI'S DUTIES AND OBLIGATIONS





2.1           Provide
Exchange Program.  RCI shall make the RCI Exchange Program available
to RCI Subscribing Members end perform its functions with respect to the RCI
Exchange Program in accordance with its obligations under this Agreement, the
RCI Terms and Conditions of Membership and the RCI Procedures
Manual.





2.2           Process
Enrollment Applications.  RCI shall process, promptly and fairly,
Enrollment Applications and will notify Affiliate or Association if RCI rejects
an Enrollment Application.





2.3           Fees.  If
an Enrollment Application is rejected by RCI or is canceled by the Purchaser as
a result of the Purchaser's cancellation or rescission of a contract to purchase
a Timeshare Interest, RCI will refund fees previously remitted to RCI which
correspond to such rejected or canceled Enrollment Application in accordance
with the procedures set forth in the RCI Procedures Manual.





2.4           Materials.  Affiliate
shall purchase any and all marketing materials necessary or desirable for the
promotion of the RCI Exchange Program from RCI at RCI's current published
rates.  Affiliate agrees not to amend, summarize, change or modify any
material supplied by RCI without RCI's prior written consent, or delete, alter
or obscure any proprietary notice or legend contained thereon.





ARTICLE 3
- AFFILIATE'S AND ASSOCIATION'S OBLIGATIONS





3.1           Enrollment
Application and Fees.  During the term of this Agreement and any
renewal terms, Affiliate and Association shall on a weeklybasis and no later
than thirty (30) days after a Purchaser's date of purchase:





3.1.1        submit
to RCI a fully completed Enrollment Application for each Purchaser;




3.1.2        pay
to RCI, in a form acceptable to RCI, and without setoff or deduction, a sum
equal to the number of Purchasers who enroll in the RCI Exchange Program since
the last payment was made, multiplied by the sum of $35.00 for each
Purchaser.  Notwithstanding the foregoing, RCI and Affiliate further
agree that in the event less than eight thousand five hundred (8,500) Purchasers
are enrolled, on an aggregate basis at all currently affiliated resorts in
sales, in any twelve-month period during the term of each Agreement (with the
first twelve-month period commencing on the Effective Date), Affiliate shall pay
RCI on a retroactive basis an additional ten dollars ($10.00) for each Purchaser
enrolled during such twelve-month period.  Such additional payment, if
any, shall be made within thirty (30) days at the end of each applicable twelve
month period. For any period less than twelve (12) months, the appropriate
threshold number of Purchasers to be enrolled in order for Affiliate not to have
to pay the additional ten dollars ($10.00) per Purchaser shall be calculated on
a pro rata basis (e.g., 8,500 ÷ 12 x actual number of months.); and





3.1.3        submit
a sales report in a form prescribed by RCI.





3.2           Promotion
of Exchange Program.  Affiliate and Association shall in a manner that
complies with the terms of this Agreement and the RCI Procedures Manual, promote
RCI and the RCI Exchange Program to Purchasers and Prospective
Purchasers.  Such efforts shall include but not be limited
to:





3.2.1        distributing
or arranging for the distribution of the current RCI Weeks Directory of
Affiliated Resorts magazine to all Purchasers at the Resort;





3.2.2        making
the current RCI Weeks
Directory of Affiliated Resorts magazine available to all Prospective
Purchasers in theResort; and





3.2.3        encouraging
continued membership in tile RCI Exchange Program.





3.3           Minimum
Performance Requirement.  Affiliate and Association acknowledge that
if Affiliate’s or Association’s annual Enrollment Applications do not exceed one
hundred (100), or, in the case of an Association, if the Association’s enrolled
membership is not more than one
hundred  (100) memberships, it is not economically viable for
RCI to maintain the Affiliation, and this Agreement is likewise terminable at
the sole option and discretion of RCI upon sixty (60) days notice to Affiliate
and Association.





3.4           Photographs,
Names and Logos.  Affiliate and Association agree to provide to RCI at
least two (2) photographs or representative images of the Resort and Affiliate
and Association agrees to allow RCI to reproduce, distribute, display and
obtain, in both hard copy and electronic format, images of the
Resort.  Affiliate and Association represent and warrant to RCI that:
(a) Affiliate and Association own, have acquired or licensed the trademark,
copyright and all necessary intellectual property rights in and to such images,
names and logos; and (b) Affiliate and Association have obtained, and have on
file at its office, releases or consents from or for every person, entity or
thing as may be required by law or otherwise for the reproduction of each such
photograph or image as contemplated herein.  Further, Affiliate and
Association hereby release, discharge and agree to indemnify and hold RCI
harmless from and against any and all liability, demand, claim, cost, expense,
loss or damage (including attorneys' fees) caused by or arising from the
reproduction and distribution of such images or use of such images, names or
logos. This indemnification and hold harmless provision shall survive the
termination of this Agreement for all applicable statutes of
limitation.  RCI or its representatives, licensees and/or agents may,
from time to time, shoot, take, obtain, reproduce, distribute, and display, in
perpetuity, in both hard copy and electronic format, photographs and/or
electronic images of the Resort (collectively with the photographs or
representative images of the Resort provided to RCI by Affiliate and
Association, the "Images").  Affiliate and Association agree that the
Images, along with the name(s) and logo(s) of the Resort, are for non-exclusive
use by RCI, its agents, and/or its licensees, at RCI's sole discretion, to
effectively promote and provide information concerning the RCI exchange programs
and the timeshare industry in general.





3.5           Intentionally
Omitted.





3.6           Management
Duties.  Until Affiliate transfers its management responsibilities to
Association, Affiliate agrees, and thereafter Association agrees:





3.6.1        on
RCI's request, to promote new services and benefits provided by RCI to RCI
Members;





3.6.2        to
perform services and other duties associated with the operation of the RCI
Exchange Program in accordance with the RCI Procedures Manual and other
materials furnished to it by RCI from time to time;





3.6.3        to
maintain high qualitative and managerial standards throughout the Resort
(including maintenance of an efficient and effective reservations system) and in
particular to maintain high standards of hospitality, service, cleanliness,
maintenance and appearance and a comprehensive maintenance program;





3.6.4        to
operate its business in a commercially reasonable fashion that will enable it to
meet its obligations;





3.6.5        to
honor all Confirmed Exchanges at the Resort;





3.6.6        to
provide all RCI Members and Exchange Guests with the services and facilities
referred to in the Application for Affiliation and this Agreement;





3.6.7        to
provide all RCI Members and Exchange Guests with the same rights and privileges
at the same rates afforded generally to Purchasers at the Resort;





3.6.8        to
act in a reasonable and co-operative manner to satisfy any
complaints;





3.6.9        to
the extent permissible by law, to submit to RCI upon RCI's request, not to
exceed once annually, a report containing the name, current billing address and
current ownership information for each Purchaser at the Resort.  This
report shall be current as of one month prior to the date such report is
submitted to RCI;





3.6.10      not
to require Exchange Guests staying at the Resort to attend a sales
presentation;





3.6.11      to
collect any bed tax, transient occupancy tax or other local rate tax or charge
on use or occupancy of the Resort's accommodations from owners of the Timeshare
Interests at the Resort, unless the imposition of such tax is precluded by law,
in which case to collect the applicable taxes from Exchange Guests;





3.6.12to provide RCI with
Certificates of Insurance reflecting: (1) those property and casualty coverages
in effect as described in Section 5.3.3 and (2) naming RCI as an additional
insured under such general liability policy as required by Section 5.3.3;
and





3.6.13      to
inform RCI before the appointment or replacement of any management and/or
maintenance company relating to the Resort (whose appointment shall not, for the
avoidance of doubt, affect the Affiliate's obligations of management and
maintenance of the Resort).





3.7           Change
in Information.  Affiliate and Association agree to immediately notify
RCI of any change in any information set forth in the Application for
Affiliation or of any other fact or circumstances affecting the operation of the
RCI Exchange Program with respect to the Resort.





3.8           Non-Interference.  During
the term of this Agreement and following its termination, neither Affiliate nor
Association shall in any manner:





3.8.1        encourage
any Purchaser or any other timeshare owner or RCI Member, to modify, amend,
rescind, contravene or cancel their RCI membership;





3.8.2        encourage
any owners association, club, developer or RCI Affiliated Resort to modify,
amend, rescind, contravene or cancel its affiliation agreement with RCI;
or





3.8.3        interfere
or facilitate interference in any respect with the contractual relationship
between RCI (including any RCI subsidiary, parent, associated or affiliated
company or other entity in which RCI or its principal holds a controlling
ownership interest) and any party contracting with RCI.





3.9           Non-Disclosure.  During
the term of this Agreement and after its termination, Affiliate and Association
agree that neither shall use for its own benefit (other than as permitted under
this Agreement) or disclose to any third party, directly or indirectly, any
information with respect to: (a) the terms of this Agreement or this Agreement's
prior drafts or documents used in this Agreement's negotiations; (b) any
proposals produced by RCI and distributed to Affiliate or Association; (c) any
RCI proprietary information (including but not limited to any trade secrets, any
confidential business information not readily available to the general public,
or any confidential information regarding the operation of the RCI Exchange
Program) to which it may be privy; (d) RCI membership numbers or exchange
activity of any RCI Member or Exchange Guest; or (e) the names, addresses or
telephone numbers of RCI Members.  However, disclosure of the terms of
this Agreement may be permitted in the following limited circumstances: (i)
where such disclosure is required by law, provided that Affiliate or Association
give RCI at least twenty (20) days written notice prior to such disclosure; and
(ii) where requested by Affiliate's or Association's fiduciaries or proposed
lenders, only if: (1) Affiliate or Association secure, on behalf of RCI, the
agreement in writing of the receiving party not to further disclose the
confidential information; and (2) RCI gives written approval of such
disclosure.  Notwithstanding the above, Affiliate and Association
agree that direct or indirect disclosure of any of the above information to any
other exchange company, timeshare or vacation ownership developer or timeshare
owners association is expressly prohibited by this Section under any
circumstances.





3.10         Denial
of Access.





3.10.1      If
Affiliate or Association fails to honor a Confirmed Exchange into the Resort or
if an Exchange Guest is otherwise denied access to a unit at the Resort for
which that Exchange Guest has a Confirmed Exchange, then Affiliate or
Association, whichever has failed to honor such Confirmed Exchange or denied
such access, shall immediately and at its own expense secure alternative
accommodations of similar size and quality for the same time period for the
Exchange Guest and shall reimburse RCI for any costs incurred by RCI in
connection with such failure to honor the Confirmed Exchange or such denial of
access.





3.10.2      Neither
Affiliate, Association nor RCI shall have any obligation to secure alternate
accommodations for an Exchange Guest arriving at the Resort during an interval
other than that for which the Exchange Guest has been confirmed by
RCI.





3.11         Protection
of RCI's Interests.  Affiliate and Association agree that during the
term of this Agreement and for a period of one (1) year after this Agreement is
terminated for any reason, it will not, without RCI's prior written consent,
hire, employ, engage or pay for services any person who was employed by RCI
during the term of this Agreement; or directly or indirectly induce any such
person to terminate or alter his/her relationship with RCI.





3.12         Worldwide
Website Access.  Affiliate and Association grant to RCI the right to
establish any links and access to Affiliate's and Association's Worldwide
Website(s), if any, via the Internet for the promotion of the RCI Exchange
Program and other programs.  Further, Affiliate and Association hereby
release, discharge and agree to indemnify, defend and hold RCI harmless from and
against any and all liability, demand, claim, cost, expense, loss or damage
(including attorneys' fees) caused by or arising from the information or
graphics on Affiliate's or Association's site or RCI's links or access to
Affiliate's and Association's Worldwide Website(s). This indemnification and
hold harmless provision shall survive the termination of this Agreement for all
applicable statutes of limitation.





ARTICLE 4
- RELATIONSHIP OF THE PARTIES





4.1           Representation
of Relationship.  Affiliate and Association shall fully and accurately
describe the RCI Exchange Program and Association's relationship with RCI to
Prospective Purchasers and Purchasers.  To this end, Affiliate and
Association:





4.1.1        shall
not misrepresent in any way the RCI Exchange Program to Purchasers or
Prospective Purchasers nor make any representation which could lead to any
confusion on the part of any Purchaser or Prospective Purchaser as to the
Exchange Program or the services and benefits offered in connection
therewith;





4.l.2         shall
deliver, in writing and in easily readable print, and prior to the execution of
any contract for purchase, the following or substantially similar language to
Prospective Purchasers or Purchasers:





RCI
conducts an exchange program made available to purchasers at this
resort.  No joint venture, partnership or contract of agency exists
between RCI and the owner of this resort; however the owner of this resort is a
party to an agreement with RCI through which the owner submits applications on
behalf of purchasers to become members of RCI's Exchange
Program.  RCI's responsibility for representations concerning the RCI
Exchange Program is limited to those representations made in materials supplied
by RCI.  While it is anticipated that the owner of this resort and RCI
will maintain an ongoing relationship, there is no assurance that the agreement
between the owner of this resort and RCI will continue. Similarly, RCI makes no
representations as to the continued viability of this resort.  Your
decision to purchase should be based primarily upon the benefits to be gained
from ownership and use of your timeshare interests in the resort and not upon
the RCI Exchange Program.





4.1.3        shall
not amend, summarize, change or modify any material supplied by RCI without
RCI's prior written consent, or delete, alter or obscure any proprietary notice
or legend contained thereon;





4.1.4.       shall
not use the name, photograph(s) or image(s) of any other RCI Affiliated Resort
or any other resort or hotel in any material to be used in a sales presentation.
Further, those name(s), photograph(s) and image(s) may not be used in any other
manner without obtaining the prior written consent of: (a) RCI; (b) the owner of
such other RCI Affiliated Resort or other resort, hotel, or other lodging or
vacation accommodation; (e) the owner of the copyright in the photograph(s) or
image(s), and; (d) any other person whose permission is legally required to use
such name(s), photograph(s) or image(s);





4.1.5        shall
not offer the RCI Exchange Program as an investment, in conjunction with the
sale of a security, through an emphasis on any profit or appreciation, or in
connection with any rental pool; and


4.1.6        shall
not promote the RCI Exchange Program or other services available from RCI as the
main or principal reason for purchase of any Timeshare Interest nor represent
Affiliate's or Association's affiliation to the RCI Exchange Program as a
warranty or indication of the Affiliate's, Association's or Resort’s status or
condition.





4.2           Presale.  During
Presale, Affiliate agrees to represent fully and fairly to Purchasers at the
Resort RCI's requirements regarding use of Presale units for exchange. Affiliate
shall send written notice to RCI when construction of the Resort has been
completed, after which RCI will inspect the Resort to determine whether the
Presale status of the Resort may be lifted.  If RCI accepts a
SPACEBANK deposit of a specified unit and week by a Purchaser of a unit having a
Presale status at the Resort, and the Purchaser’s unit is not completed and
approved by RCI for occupancy at least fourteen (14) days prior to the start
date of the specified week deposited and the week deposited is after the date
that Affiliate agreed the unit would be ready for occupancy, Affiliate agrees to
make available to the RCI Exchange Program during the specified week, or such
other comparable week to which RCI may agree, another comparable, completed unit
at the Resort.





4.3           Appointment
of Resellers.  Affiliate and/or Association will insure that Resellers
do not make any representations related to RCI or the RCI Exchange Program in
connection with the sale of Timeshare Interests in the Resort unless and until
the Affiliate or Association request and receive RCI's approval to sublicense to
the particular Reseller(s) the right to use the RCI Marks and RCI materials for
the sole purpose of promoting the RCI Exchange Program and obtaining RCI
Enrollment Application Forms on the Affiliate's or Association's
behalf.  RCI will grant such approval only upon fulfillment of the
following conditions:





4.3.1        Affiliate
or Association RCI at least thirty (30) days prior written notice of its intent
to engage the Reseller for the above purposes;





4.3.2        Affiliate
or Association provides RCI with its thirty (30) day notice a copy of its
proposed agreement with the Reseller, which agreement shall contain the same
trademark provisions as contained in this Agreement, including but not limited
to those in Section 4.3.5 and Article 6 herein;





4.3.3        Affiliate
or Association provides RCI with its thirty (30) day notice a Reseller’s
Acknowledgment in the form required by RCI from lime to time;





4.3.4        Affiliate
and Association acknowledge and agree that RCI may, at any time during the
thirty (30) day notice period referred to above: (a) request additional
information regarding the Reseller from Affiliate or Association; and (b) refuse
at its sole discretion to grant Affiliate's or Association's request for
approval to sublicense to Reseller the right to use the RCI Marks and RCI
materials for the sole purpose of promoting the RCI Exchange Program and
obtaining RCI Enrollment Application Forms on the Affiliate's or Association's
behalf.  If notice of refusal from RCI is not given during such thirty
(30) day period, Affiliate or Association may grant the Reseller a sublicense as
described herein;





4.3.5        Affiliate
and Association acknowledge and agree that immediately on termination of this
Agreement, the Reseller shall cease using RCI Marks and RCI materials, cease
promoting the RCI Exchange Program, and further cease obtaining RCI Enrollment
Application Forms.  Affiliate or Association shall notify all
Resellers in writing of such termination and Affiliate or Association shall
collect all RCI materials, all materials bearing one or more of the RCI Marks,
and all RCI Enrollment Application Forms held by or on behalf of all
Resellers.  Affiliate and Association agree that it will promptly
notify RCI in writing of the Reseller's cessation of the previously authorized
activities and will certify to RCI that it has collected all such materials from
the Reseller. Affiliate and Association shall be liable to RCI for all acts or
omissions of the Reseller arising out of any such failure to timely cease such
activities and any damages which RCI may suffer as a result of Reseller's
activities following termination will be covered under the Affiliate's or
Association's obligation to indemnify RCI as set forth in this
Agreement;





4.3.6        Affiliate
and Association acknowledge and agree that, RCI, in addition to any other rights
it may enjoy under this Agreement, hereby reserves the right to require
termination of the Reseller in the event Reseller engages in any act or omission
which would constitute a breach of this Agreement if committed by Affiliate or
Association.





4.4           Responsibilities
of Affiliate and Association.  Affiliate and Association acknowledge
and agree that, the appointment of Resellers notwithstanding, they are and
remain at all times directly and primarily responsible for: (a) the submission
to RCI of RCI Enrollment Applications and fees; (b) the content and correctness
of RCI Enrollment Applications; (e) all acts or omissions of Resellers; and (d)
ensuring that any and all Resellers fully comply with the terms of this
Agreement.





ARTICLE 5
- ACKNOWLEDGMENTS,


REPRESENTATIONS
AND WARRANTIES





5.1           Acknowledgments.  Affiliate
and Association each acknowledge and agree that:





5.1.1        RCI
has the right to accept or reject any Enrollment Application submitted to
it;





5.1.2        it
will offer the RCI Exchange Program only to Purchasers purchasing Timeshare
Interests in the Resort(s) identified in Recital B;





5.1.3       
it will not offer the RCI Exchange Program to Purchasers of Timeshare Interests
at any other resort without entering into a separate Agreement with RCI for such
resort or adding such resort to this Agreement by Addendum;





5.1.4        RCI
memberships are available to natural persons, and if a Timeshare Interest is
purchased by a corporation, partnership, or other business entity, RCI
membership must be in the name of the natural person authorized by such entity
to utilize the purchased Timeshare Interest;





5.1.5        RCI
has the right to confirm any individuals into Units at the Resort which bare
been deposited with RCI provided, however, such individuals comply with the
roles mad regulations of the Resort;





5.1.6        the
RCI Terms and Conditions, including but not limited to the services and benefits
provided by RCI to RCI Members, exchange privileges, the practices, procedures
and priorities for effecting exchanges and the fees payable by RCI Members
govern the relationship between RCI and RCI Members, and may be changed by RCI
from time to time in its discretion;





5.1.7        the
use of RCI Guest Certificates is personal to RCI Members and no commercial use
of RCI Guest Certificates may be made by Purchasers, Affiliate, Association, or
any of their officers, directors, employees, sales representatives, brokers or
agents;





5.1.8        RCI
has the right to inspect the Resort and the sales records of Affiliate and
Association with respect to the Resort upon reasonable notice and during regular
business hours;





5.1.9        neither
Affiliate nor Association may assign or sublicense any or all of its rights
under this Agreement to any person without RCI's prior written approval and any
such attempted assignment or sublicense shall be null and void;





5.1.10      RCI
may assign its rights and duties under this Agreement or any Enrollment
Application or agreement with an RCI Member in which case this Agreement shall
remain in full force and effect; and





5.1.11      except
for sales in the ordinary course of business to Purchasers for use other than a
commercial use, it will not transfer any interest in the Resort unless the
transferee agrees to be bound by the terms and conditions of this Agreement in
the same manner as the Affiliate or Association hereunder.





5.2           Acknowledgment
of Relationship.  Affiliate and Association each hereby acknowledge
that:





5.2.1        it
has no power to bind RCI in any manner;





5.2.2        Affiliate,
Association, and Resort are independent and outside the control of RCI and that
nothing in this Agreement creates a relationship of agency, employment,
partnership or joint venture between RCI and the Affiliate or
Association;





5.2.3        the
product(s) of Affiliate and Association (including but not limited to Timeshare
Interests) are separate and distinct from the services offered through the RCI
Exchange Program; and





5.2.4        it
is not relying on RCI or the RCI Exchange Program for the sale of its
product(s).





5.3           Representations
and Warranties.  Affiliate and Association, each represent and warrant
to RCI only as to themselves and not as to each other that:





5.3.1        the
statements made by it in the Application for Affiliation are not misleading and
are true and correct in all material respects and that all the facilities
referred to in the Application for Affiliation will be available to Exchange
Guests in the manner described in the Application for Affiliation;





5.3.2        it
owns or has the legal right to convey Timeshare Interests to
Purchasers;





5.3.3        it
maintains with a reputable insurer property and casualty insurance to cover loss
or damage to the Resort, as well as general liability insurance naming RCI as an
additional insured in an amount sufficient to cover its risk;





5.3.4        it
has thoroughly examined the RCI Exchange Program as set forth in the RCI
Procedures Manual and other materials furnished to it by RCI and that it is
familiar with the operation of the RCI Exchange Program;





5.3.5        except
as previously disclosed in writing to RCI, there is no litigation, proceeding,
claim, complaint, investigation or similar action pending or threatened against
it which would materially and adversely affect the performance of its
obligations or the continued operation of the Resort;





5.3.6        by
entering into this Agreement, it will not be in breach of the provisions of any
other agreement, lease, charter, by-law or any other instrument or
obligation;





5.3.7        it
is in compliance with all applicable laws, rules and regulations;
and





5.3.8        the
execution of this Agreement has been duly authorized by all necessary actions,
the persons executing this Agreement are authorized to do so and this Agreement
constitutes its legal and binding obligation.





The
representations and warranties contained herein are of a continuing nature, and
unless otherwise disclosed to RCI in writing, shall be considered reaffirmed by
Affiliate and Association with each submission of Enrollment
Applications.





5.4           Cross
Border Limitations.





5.4.1        Affiliate
acknowledges that RCI operates its RCI Exchange Programs on a worldwide basis
through various affiliates (individually, an "RCI Office" and, collectively,
"RCI Offices").  The RCI Offices administer the RCI Exchange Programs
in different regions of the world as set forth in Exhibit B attached hereto and
hereby incorporated (the "Regions").  Affiliate further acknowledges
that each of the Regions may vary with respect to the following matters: (i)
enrollment pricing, requirements or procedures; (ii) enrollment, membership or
transaction fees; (iii) reservation or exchange requirements or procedures; (iv)
member servicing requirements or procedures; and/or (v) other requirements,
procedures or restrictions in operating the RCI Exchange Programs (collectively,
the "RCI Procedures").  In accordance with the foregoing, Affiliate
agrees that Affiliate and each Resort shall be governed by, and comply with, the
RCI Procedures of the particular Region(s) where Affiliate sells ownership
interests of a Resort(s) (as more particularly set forth in paragraph 5.4.2
below).  For example, if the Resort is situated in South Africa and
the Affiliate is selling ownership interests in the Resort in both South Africa
and Canada, then the RCI Procedures of South Africa will apply to sales made in
South Africa, while the RCI Procedures of Canada shall apply to sales made in
Canada.









5.4.2        Affiliate
shall not offer the RCI Exchange Programs provided under this Agreement except
in connection with sales of ownership interests of a Resort(s) (Timeshare
Interests or Vacation Interests) made within the Region where the particular
Resort(s) is situated (the "Resort's Region"); provided, however, in the event
that Affiliate desires to offer the RCI Exchange Programs in connection with
sales of ownership interests of a Resort(s) in a Region different from the
Resort's Region (a "Foreign Region"), Affiliate shall obtain RCI's prior written
consent (which consent may be withheld in RCI's sole and absolute discretion)
and, upon such consent, comply with the RCI Procedures of the particular Foreign
Region in which such sale(s) are consummated and enter into a written
affiliation agreement with such Foreign Region. For the avoidance of doubt, the
preceding sentence shall not affect Affiliate's obligations hereunder to offer
the RCI Exchange Programs in connection with all sales of ownership interests in
each Resort.  A sale of ownership interests of a Resort(s) shall be
deemed to be made in the Resort's Region only if made to a person who is
physically present in such Region.  A sale made over the Internet, by
mail, telephone or otherwise to a person who is not physically present in the
Resort's Region shall be deemed to be a sale made in a Foreign Region and, if
done so without RCI's consent as provided above, shall be considered a violation
of this Section 5.2 and a breach of this Agreement, notwithstanding any
provision of the sales documentation to the contrary.  In connection
with any sale of ownership interests made other than in person, Affiliate shall
use commercially reasonable efforts to ensure that any such sale is made to a
person who is physically present in the Resort's Region.  Affiliate
hereby agrees that if Affiliate breaches the foregoing provisions by offering
the RCI Exchange Programs in connection with a sale of ownership interests of a
Resort(s) to a person physically present in a Foreign Region then, in addition
to all other rights and remedies RCI may have at law or in equity as a result of
such breach, Affiliate shall pay to the RCI Office governing such Foreign
Region, the RCI enrollment fees then currently charged by such RCI Office with
respect to such sale(s).


5.4.3        Affiliate
shall have legal ownership of no less than ten (10) whole units at each
affiliated property in the Resort's Region and each Foreign Region, either as
existing inventories or bona fide planned or committed inventories.





5.4.4        At
least fifty (50%) percent of all inventories sold by Affiliate in a particular
Foreign Region must be a resident in that Foreign Region, either as existing
inventories or bona fide planned or committed inventories.





ARTICLE 6
- TRADEMARKS





6.1           License.  Upon
the terms and conditions of this Agreement, and the policies and procedures
established by RCI from time to time governing the use of the Marks, RCI grants
to Affiliate and to Association, individually, a non-exclusive license to use
the Marks only on and in connection with their services in promoting the RCI
Exchange Program, submitting Enrollment Applications of Purchasers at the Resort
to RCI, and coordinating activities and performing services associated with the
operation of the RCI Exchange Program at the Resort. Neither Affiliate nor
Association shall use or permit use of the Marks, in whole or in part, on or in
connection with any other business, including but not limited to travel related
services, financing services, reservation services, resort management services
or resort rental enterprises. Except as expressly provided herein at Section
4.3, neither Affiliate nor Association shall permit or authorize any other
person or entity of any kind to use the Marks in any manner.





6.2           Acknowledgment.  Affiliate
and Association acknowledge that: (a) RCI is the owner in the United States and
various other countries of the Marks; and (b) RCI has the right to exclude
others from using the Marks or any variant or combination of the Marks
determined to be confusingly similar to the Marks.  Neither Affiliate
nor Association shall register or attempt to register the Marks or any other
trademark or trade name confusingly similar to one or more of the Marks in its
own name or that of any person or entity.  Further, neither Affiliate
nor Association shall contest to the validity of the Marks or any registration
of the Marks by RCI.





6.3           Quality
and Control.  RCI has the right to control all uses of the
Marks.  Affiliate and Association agree to maintain such quality
standards for its services, in connection with which the Marks are used, equal
to the quality of services of RCI.  Affiliate and Association may use
the Marks on their promotional materials, advertising and owner communications
only as prescribed by RCI policies and procedures in the RCI Procedures Manual
and other materials furnished to Affiliate or Association from time to
time.  Affiliate and Association agree to comply with all requests of
RCI with respect to the appearance and use of the Marks, including any requests
to change the form or style of the Marks.  Affiliate and Association
shall at all times consistently use the Marks so as to ensure that RCI's rights
are adequately preserved.  Affiliate and Association agree to promptly
submit to RCI one copy of all printed or visual material bearing one or more of
the Marks for prior written approval.  RCI reserves the right to
withdraw approval should it be determined, in RCI's sole discretion, that such
materials misrepresent or do not accurately reflect RCI or the RCI Exchange
Program.  Neither Affiliate nor Association shall do anything itself,
or aid or assist any other party to do anything which would infringe, violate,
damage, dilute, harm or contest the rights of RCI in and to the
Marks.  In addition, Affiliate and Association confirm that all use of
the Marks by them or any of their approved sublicensees shall inure to RCI's
benefit.  Affiliate and Association shall at any time execute any
documents reasonably required by RCI to confirm RCI's ownership of all such
rights in mad to the Marks.





ARTICLE 7
- TERMINATION & REMEDIES





7.1           General
Right of Termination.  Any party may terminate participation in this
Agreement:





7.1.1        in
the event of a breach of any of the terms, conditions, covenants,
representations or warranties contained in this Agreement, following written
notice to the other party(ies) stating the grounds for such termination, unless
the breaching party cures the asserted breach to the reasonable satisfaction of
the party giving such notice within thirty (30) days of the date of
notice;





7.1.2        immediately
by giving the parties written notice if the other party(ies) commit a breach of
any of the provisions of this Agreement which breech is incapable of cure;
or





7.1.3        by
giving the other parties hereto at least one hundred-eighty (180) days written
notice prior to the expiration of the initial term or any renewal term of its
intent to terminate this Agreement at the end of such term.





7.2           RCI's
Right of Termination.  Without prejudice to any other rights of
termination RCI may have under this Agreement, RCI may terminate its
participation in this Agreement with respect to any or all of the Resorts listed
in Recital B:





7.2.1        immediately
upon written notice to the Affiliate and the Association in the event the
Affiliate or Association: (a) become insolvent as defined in the Uniform
Commercial Code or makes an assignment for the benefit of its creditors; (b)
initiates a proceeding, whether voluntarily or involuntarily, under any chapter
or part of the Federal Bankruptcy Code; (c) is a patty to a proceeding for the
reorganization or for the adjustment of any of its debts under any act or law,
for the relief of debtors now or hereafter existing; (d) has a receiver or
trustee appointed for it or for a substantial part of any of its assets; or (e)
is a party to any proceeding seeking its dissolution or its full or partial
liquidation;





7.2.2        immediately
upon written notice to the Affiliate and the Association if any Reseller commits
any act or omission which would constitute a breach of this Agreement if
committed by Affiliate or Association which, if capable of remedy, has not been
remedied within thirty (30) days of notice from RCI;





7.2.3        immediately
upon written notice to the Affiliate and the Association if Affiliate or
Association transfers a controlling interest in the Resort without RCI's prior
written consent;





7.2.4       
immediately upon written notice to the Affiliate and the Association if
Affiliate or Association attempts to assign or sublicense all or any portion of
its rights and duties under this Agreement without RCI's prior written
approval;





7.2.5        immediately
upon written notice to the Affiliate and the Association if Affiliate or
Association is in fundamental or material breach of a term of this Agreement or
engages in fraudulent, deceptive or dishonest conduct in connection with this
Agreement (whether or not capable of remedy);





7.2.6        upon
written notice to Affiliate or Association of not less than six (6) months in
the event Affiliate or Association enters into any agreement or arrangement
other than with RCI that provides for internal or external exchange services to
Purchasers.   In any event, Affiliate or Association agrees to
provide RCI with ninety (90) days written notice prior to entering into such
agreement or arrangement;





7.2.7       
immediately upon written notice to Affiliate or Association if any
representation or warranty contained herein is not true at the time it is made
or considered reaffirmed;





7.2.8        immediately
upon written notice to Affiliate or Association if any representation or
warranty contained herein ceases to be true during the term of this Agreement
and any renewals thereto; and





7.2.9        as
provided for elsewhere in this Agreement.





7.3           Affiliate's
and Association's Acknowledgments.





7.3.1        RCI's
exercise of its right to terminate pursuant to this Agreement shall in no way
limit or impair its right to seek other legal or equitable remedies in
connection with a breach by Affiliate or Association.





7.3.2        Termination
of this Agreement for whatever reason shall not in any way reflect the right of
RCI to receive fees that have accrued and remain unpaid.





7.4           General
Acknowledgment.  All of the foregoing notwithstanding, termination of
one party's participation in this Agreement shall not impair or terminate the
relationship between the remaining parties.





7.5           Obligations
Upon Termination.  Upon termination of this Agreement:





7.5.1        RCI,
Affiliate and Association shall honor all Confirmed Exchanges and exchange
privileges of Exchange Guests that are confirmed or accrued prior to
termination;





7.5.2        RCI,
Affiliate and Association shall honor all Confirmed Exchanges and exchange
privileges of RCI Members who are Purchasers at the Resort that are confirmed or
accrued prior to termination of this Agreement;





7.5.3        RCI
at its sole discretion, may allow RCI Members who are Purchasers at the Resort
to participate in the RCI Exchange Program following termination of this
Agreement provided that the Resort maintains high qualitative and managerial
standards. Affiliate and Association agree to honor all present and future
Confirmed Exchanges or exchange privileges of Purchasers and Exchange
Guests;





7.5.4        Affiliate
and Association shall immediately discontinue promoting, selling, marketing or
offering the RCI Exchange Program in any form to Purchasers or Prospective
Purchasers;





7.5.5        Affiliate
and Association shall immediately cease using and thereafter abstain from using
all RCI videos and other materials bearing any of the RCI Marks, and return the
same to RCI within fifteen (15) days after termination of this
Agreement;





7.5.6        Affiliate
and Association shall immediately cease using and thereafter abstain from using
the Marks and any name or mark similar thereto; and





7.5.7        Affiliate
and Association shall immediately ensure that the agreement with any RCI
approved Reseller is correspondingly immediately terminated with respect to any
activities related to RCI and/or use of the Marks, as detailed in Article 4
herein.





7.6           Suspension.  Upon
breach by Affiliate or Association, RCI may, without prejudice to its right to
terminate this Agreement, suspend operation of the RCI Exchange Program at the
Resort or impose such conditions or limitations thereon as RCI deems necessary
or appropriate from time to time.





7.7           Equitable
Relief.  Affiliate and Association acknowledge that damages may not
adequately compensate RCI for a breach of any of the provisions of this
Agreement, and, therefore, the parties agree that RCI shall be entitled to a
remedy of specific performance or injunctive relief, as appropriate, in the
event of a breach or threatened breach of any such provisions by Affiliate or
Association, in addition to any other appropriate legal or equitable
remedies.





7.8           Waiver.  Upon
the termination of this Agreement, Affiliate and Association hereby expressly
waive any claim for a refund of any applicable fees remitted during the term of
this Agreement.





7.9           Limitations.  Failure
to cease using any one or more of the Marks by Affiliate or Association or its
Resellers following termination of this Agreement shall entitle RCI to
liquidated damages from the offending responsible party in the amount of One
Thousand Dollars ($1,000.00 USD) per day, which Affiliate and Association agree
is reasonable.  This liquidated damages remedy shall be in addition to
any other remedies, legal or equitable, available to RCI.





ARTICLE 8
- GENERAL





8.1           Term.  This
Agreement shall become effective on the date it is executed by RCI and shall
expire on July 31, 2008.  Thereafter, this Agreement will
automatically renew for additional one (1) year terms, until such time as notice
of intent to terminate is given by any party hereto pursuant to Section 7.1;
provided, however, that Affiliate and Association are in compliance with this
Agreement at the expiration of the initial term and subsequent renewal
terms.





8.2           Notices.  All
notices and other communications made pursuant to this Agreement shall be in
writing and shall be deemed to have been given if mailed by registered or
certified mail, return receipt requested, or transmitted by facsimile with
printed confirmation of receipt together with mailing of an original, to the
appropriate party(ies) at the following address (or such other address as shall
be specified by notice given pursuant to this Section 8.2):





(a)  if to
Affiliate:








(b)  if to
Association:








(c)  if
to RCI:








Notwithstanding
the above, RCI may send the notices referred to in Section 3.5 to the Resort at
the address set forth in Recital B (or such other address as shall be specified
by notice given pursuant to this Section 8.2) by regular United States
mail.





8.3           Legal
and Binding Obligation.  Affiliate and Association and the individuals
executing this Agreement on behalf of Affiliate and Association, respectively,
represent and warrant to RCI that this Agreement has been duly and validly
executed and delivered by Affiliate and Association, respectively, and
constitutes a legal, valid, binding and enforceable agreement of Affiliate and
Association, respectively.





8.4           Obligations
Binding on Real Estate.  Affiliate and Association agree that their
obligations under this Agreement shall run with real estate comprising the
Resort and shall be binding upon any transferee of (or successor to) an interest
in the Resort which operates such interest for commercial purposes.





8.5           Indemnification.  Affiliate
and Association each agree to indemnify and hold RCI harmless from and against
any and all claims, demands, obligations, deficiencies, judgments, damages,
suits, losses, penalties, expenses, costs (including reasonable attorneys’ fees)
and liabilities of any kind, type or nature whatsoever directly or indirectly
resulting from, arising out of or in connection with:





8.5.1        any
inaccuracy in a representation or warranty or any breach of any of its
obligations in this Agreement;





8.5.2        a
failure to observe policies and procedures established by RCI;





8.5.3        the
wrongful denial of access to a Unit to any Exchange Guest;





8.5.4        any
death or personal injury or damage to or loss of property sustained by Exchange
Guests while at the Resort;





8.5.5        any
acts or omissions by any of their respective directors, officers, partners,
employees, representatives, agents, brokers, salesmen, independent contractors,
or associates which would constitute a breach of this Agreement if committed by
Affiliate or Association;





8.5.6        any
acts or omissions of Reseller or Reseller's directors, officers, parsers,
employees, representatives, agents, salesmen or associates which would
constitute a breach of this Agreement if committal by Affiliate or Association;
and





8.5.7        alleged
or actual infringement of any trademark, copyright, trade secret, patent,
publicity rights, privacy rights, moral rights or false advertising or unfair
competition (but excluding any such actions on RCI Marks).





This
indemnification and hold harmless provision shall survive the termination of
this Agreement for all applicable statutes of limitation.





8.6           Severability.  If
any provision of this Agreement is declared by any judicial or other competent
authority to be void, voidable, illegal or otherwise unenforceable or
indications of the same are received by either of the parties from any relevant
competent authority, the parties shall amend that provision in such reasonable
manner as achieves the intention of the parties without illegality or, at the
discretion of RCI, such provision may be severed from this Agreement and the
remaining provisions of this Agreement shall remain in full force and effect;
provided, however, that if, in RCI's judgment, the effect of such declaration is
to defeat the original intention of the parties, RCI shall be entitled to
terminate this Agreement by thirty (30) days’ notice to the Affiliate and/or
Association.





8.7           Jury
Trial.  THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION
RELATED TO THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE AFFILIATE,
ASSOCIATION, RCI, ANY GUARANTOR, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.





8.8           Lock-Off
Studios.  RCI agrees that it will accept hotel studio lock-off units
(sleep 2/2) in such destinations where RCI accepts similar units from
Affiliate's major competitors.  For purposes of this Section 8.8,
Affiliate's major competitors shall be deemed to be the five (5) largest
publicly traded and the two (2) largest privately held timeshare
companies.  Any of the aforementioned lock-off units must meet minimum
physical requirements for inclusion in the RCI Exchange Program as described in
"A Guide to RCI Affiliation" published


by
RCl.





8.9           New
Resorts.  Affiliate agrees that any resorts or properties, related
adjacent locations and/or future phases of such resorts or properties (or
portions thereof) (collectively referred to for purposes of this Section 8.9 as
"Resort or Resorts") which are either developed or acquired by Affiliate or any
of its affiliates, or which are controlled (either directly or indirectly) by
either Affiliate or its affiliates, currently or in the future, will
automatically be deemed affiliated with RCI pursuant to the terms of RCI's
standard Resort Affiliation and Owners Association
Agreement.  Notwithstanding the foregoing, however, in the event that
Affiliate or any of its affiliates acquires a Resort which is already affiliated
with another exchange company, then neither Affiliate nor its respective
affiliate will be required to affiliate such Resort with RCI at time of
acquisition, but shall use its best efforts to affiliate such Resort with RCI
when the affiliation agreement with the other exchange company
expires.





8.10           Give
Back Program.  RCI agrees to provide to Affiliate, at no expense,
certain timeshare intervals located at the Resorts which have been deposited in
RCI's inventory pool. RCI shall provide such intervals to Affiliate which have
not been otherwise committed to RCI uses.  These unused intervals
shall be provided to Affiliate on Tuesday of every week for the coming weekend
during the term of this Agreement.  Affiliate specifically
acknowledges that RCI makes no warranties, express or implied, as to the number,
size, seasonality, or unit configuration of the intervals provided by RCI to
Affiliate under this Section 8.10 and agrees to release RCI from any liability
associated with such intervals once provided to Affiliate or the applicable
resort.





8.10.1      Total
Remaining Inventory.  Subject to the provisions as hereinafter set
forth, RCI agrees to provide Affiliate, at no expense, those timeshare intervals
located at the Resorts, which, as of twenty-one (21 ) days before the start
date, have been deposited in RCI's inventory pool and which have been determined
in RCI's sole discretion to be Marketable Inventory (as hereinafter
defined).  The Marketable Inventory shall be provided to Affiliate
twenty-one (21) days before the start date of such Marketable
Inventory.  Affiliate specifically acknowledges that RCI makes no
warranties, express or implied, as to the number, size, seasonality, or unit
configuration of the Marketable Inventory provided by RCI to Affiliate under
this section 8.10.1 and agrees to release RCI from any liability associated with
such Marketable Inventory once provided to Affiliate or the applicable
Resort.  On a monthly basis, RCI will provide to Affiliate a list
("Report") of Marketable Inventory returned to Affiliate during the prior month,
as well as Resort inventory from the Resorts held by RCI from the previous month
for projected exchanges, and the usage of such Resort Inventory that was held by
RCI for projected exchanges.  The intent of the Report is to
demonstrate RCI's good faith efforts to balance projected RCI Member demand with
inventory returned to Affiliate. “Marketable Inventory," as used herein, is the
result of excess supply of, versus demand for, inventory within the exchange
pool.  It is based on trends of supply characteristics and projected
exchange demand characteristics for a given interval, at a given location, at
that point in time, which RCI tracks from year to year.  The result is
inventory (Marketable Inventory) not projected to be used for RCI Member
exchanges.  Notwithstanding the foregoing, RCI hereby agrees that it
will not rent to any third party timeshare intervals located at the Resorts
during the twenty-one (21) days prior to the start date of such timeshare
intervals.





8.11           General.  The
headings in this Agreement are intended solely for convenience of reference and
shall be given no effect in the construction or interpretation of this
Agreement.  The Recitals are hereby incorporated in this Agreement.
All references in this Agreement to particular Recitals and Sections are
references to Recitals and Sections of this Agreement.  If there is
any difference or conflict between the English text of this Agreement and any
translation, the English text shall prevail.  Failure of any party to
insist on strict compliance with the provisions of this Agreement shall not
constitute waiver of that party's right to demand later compliance with the same
or other provisions of this Agreement.  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 one and the same agreement.  This
Agreement and Affiliate's and Association's Application for Affiliation and all
attachments thereto constitute the entire understanding and agreement between
the parties concerning the subject matter of this Agreement.  This
Agreement may be modified only by a writing executed by the parties with the
same formality with which this Agreement has been executed.  All
understandings between the parties are merged into this Agreement, and there are
no representations, warranties, covenants, obligations, understandings or
agreements, oral or otherwise, in relation thereto between the parties other
than those incorporated herein.  This Agreement is for the exclusive
benefit of Affiliate, Association and RCI; nothing herein shall be construed to
create a third-party beneficiary of any Purchaser, RCI Member or other
individual or entity. Affiliate and Association acknowledge that this Agreement
has been executed, made and entered into in Parsippany, New Jersey, U.S.A., and
consents to the personal jurisdiction of the courts of the State of New
Jersey.  This Agreement shall in all respects be interpreted and
construed in accordance with and governed by the laws of the State of New
Jersey, U.S.A.,and any
action at law or in equity under this Agreement shall be submitted exclusively
to the jurisdiction of the courts of Morris County, New Jersey, U.S.A., unless
RCI determines in its sole discretion that, because of the injunctive or other
equitable relief sought by it, the action should be brought in a jurisdiction in
which Affiliate, Association, or the Resort are located.  This
Agreement and all of its provisions shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns.









ARTICLE 9
- RESERVATIONS





9.0           Club
Member Reservations.  In the event Affiliate creates a club
organization for all Resorts (the "Vacation Club") which the Vacation Club
combines usage at all Resorts, then those Owners at the Resorts who become a
member of the Vacation Club ("Club Members") shall be entitled to call RCI and
request and confirm a reservation through the RCI Exchange Program without
having to deposit a Unit with RCI.  In consideration for a Club
Member's confirmed reservation, Affiliate will give to RCI a Unit of the same
value, as determined by RCI in its sole discretion, as that reserved by each
Club Member.  RCI shall provide Affiliate with a grid which assigns
values to the inventory at the Resorts.  This grid is created by RCI
and may change from time to time in RCI's sole and absolute
discretion.





SILVERLEAF
      RESORTS, INC.
            
            ORLANDO
      BREEZE RESORT CLUBBy:
            /S/ ROBERT E. MEAD
            
            By:
            /S/ ROBERT G. LEVYName:  Robert
      E. Mead
            
            Name:  Robert
      G. LevyTitle:  CEO
            
            Title:  President








RCI,
LLC








By:
            /S/ RICARDO MONTAUDONName:  Ricardo
      MontaudonTitle:  President








List of
Exhibits to Agreement not filed herewith:





Exhibit
A              Materials


Exhibit
B              Region
Definitions