[CONFORMED]












                            STOCK PURCHASE AGREEMENT

                                  BY AND AMONG

                                HFS INCORPORATED,

                                 CHRISTEL DeHAAN

                                       and

                     RESORT CONDOMINIUMS INTERNATIONAL, INC.



                                   Dated as of
                                 October 6, 1996





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                               TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I DEFINITIONS AND TERMS............................................  1
      Section 1.1 Certain Definitions......................................  1
      Section 1.2 Other Terms.............................................. 12
      Section 1.3 Other Definitional Provisions............................ 12

ARTICLE II PURCHASE AND SALE OF SHARES..................................... 13
      Section 2.1 Purchase and Sale of the Company Shares and the Seller Affili-
                  ate Shares............................................... 13
      Section 2.2 Purchase and Sale of the Trust Shares.................... 13
      Section 2.3 Conveyance............................................... 13
      Section 2.4 Consideration............................................ 13

ARTICLE III CLOSING........................................................ 14
      Section 3.1 Closing.................................................. 14
      Section 3.2 Estimated Cash Consideration............................. 14
      Section 3.3 Deliveries by Seller and the Company..................... 14
      Section 3.4 Deliveries by Acquiror................................... 15
      Section 3.5 Simultaneous Transactions................................ 16

ARTICLE IV PROCEEDS TO SELLER; ADJUSTMENT; CONTINGENT PAYMENTS..............16
      Section 4.1 Proceeds to Seller....................................... 16
      Section 4.2 Purchase Price Adjustment................................ 17
      Section 4.3 Contingent Payments...................................... 18
      Section 4.4 Acquiror's Right of Offset............................... 24

ARTICLE V RELATED MATTERS.................................................. 24
      Section 5.1 Registration Statement................................... 24
      Section 5.2 Representation on Acquiror Board......................... 24
      Section 5.3 Long-Term Securities..................................... 25
      Section 5.4 Seller Lease............................................. 25
      Section 5.5 Transferred Liquid Securities............................ 25
      Section 5.6 UK Securities............................................ 25

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER AND THE
      COMPANY.............................................................. 26
      Section 6.1 Authority; Binding Effect................................ 26
      Section 6.2 Organization............................................. 27
      Section 6.3 Records.................................................. 28
      Section 6.4 Capitalization........................................... 28
      Section 6.5 No Violation; Consents and Approvals..................... 30


                                   i
<PAGE>

                                                                          PAGE


      Section 6.6 Absence of Litigation.................................... 31
      Section 6.7 Related Party Agreements................................. 31
      Section 6.8 Permits; Compliance with Laws............................ 32
      Section 6.9 Financial Statements/Undisclosed Liabilities/Receivables. 32
      Section 6.10      Absence of Certain Changes or Events............... 34
      Section 6.11      Employee Benefit Plans; ERISA...................... 35
      Section 6.12      Contracts.......................................... 38
      Section 6.13      Environmental Matters.............................. 39
      Section 6.14      Personal Property.................................. 40
      Section 6.15      Real Property...................................... 40
      Section 6.16      Labor Matters...................................... 41
      Section 6.17      Insurance Policies................................. 42
      Section 6.18      Intellectual Property.............................. 42
      Section 6.19      Bank Accounts; Powers of Attorney.................. 43
      Section 6.20      Taxes.............................................. 43
      Section 6.21      Developers/Suppliers............................... 46
      Section 6.22      Acquisition of the Acquiror Common Stock for Investment;
                        Securities Act..................................... 46
      Section 6.23      Timeshare Exchange Business........................ 46

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF ACQUIROR..................... 47
      Section 7.1 Authority; Binding Effect................................ 47
      Section 7.2 Organization............................................. 47
      Section 7.3 SEC Documents and Other Reports.......................... 47
      Section 7.4 Capitalization........................................... 48
      Section 7.5 No Violation; Consents and Approvals..................... 48
      Section 7.6 Acquisition of Shares for Investment..................... 49

ARTICLE VIII COVENANTS..................................................... 49
      Section 8.1 Access to Information; Confidentiality................... 49
      Section 8.2 Conduct of Business...................................... 50
      Section 8.3 Reasonable Best Efforts.................................. 53
      Section 8.4 Consents................................................. 53
      Section 8.5 Antitrust Notification................................... 54
      Section 8.6 No Solicitation.......................................... 54
      Section 8.7 Further Assurances....................................... 54
      Section 8.8 Notification of Certain Matters.......................... 55
      Section 8.9 Certain Tax Matters...................................... 55
      Section 8.10      Intercompany Obligations; Affiliate Agreements..... 60
      Section 8.11      Supplements to Disclosure Schedule................. 61
      Section 8.12      Resignations....................................... 61


                                   ii
<PAGE>

                                                                          PAGE


      Section 8.13      Non-Competition.................................... 61
      Section 8.14      Access to Books and Records Following the Closing.. 62
      Section 8.15      Nominee Shareholders............................... 62
      Section 8.16      Amendments to Organizational Documents............. 62

ARTICLE IX CONDITIONS TO CLOSING........................................... 62
      Section 9.1 Mutual Conditions to the Obligations of the Parties...... 62
      Section 9.2 Conditions to the Obligations of Acquiror................ 63
      Section 9.3 Conditions to the Obligations of Seller and the Company.. 64

ARTICLE X INDEMNIFICATION OBLIGATIONS; SURVIVAL............................ 65
      Section 10.1      The Seller's Agreement to Indemnify................ 65
      Section 10.2      Seller's Limitation of Liability................... 65
      Section 10.3      Acquiror's Agreement to Indemnify.................. 66
      Section 10.4      Acquiror's Limitation of Liability................. 66
      Section 10.5      Conditions of Indemnification...................... 67
      Section 10.6      Survival of Representations........................ 68
      Section 10.7      Exclusive Remedy................................... 68

ARTICLE XI TERMINATION..................................................... 68
      Section 11.1      Termination........................................ 68
      Section 11.2      Effect of Termination.............................. 68

ARTICLE XII MISCELLANEOUS.................................................. 69
      Section 12.1      Notices............................................ 69
      Section 12.2      Amendment; Waiver.................................. 70
      Section 12.3      Assignment......................................... 70
      Section 12.4      Entire Agreement................................... 70
      Section 12.5      Fulfillment of Obligations......................... 70
      Section 12.6      Parties in Interest................................ 71
      Section 12.7      Expenses........................................... 71
      Section 12.8      Brokers............................................ 71
      Section 12.9      Governing Law; Jurisdiction........................ 71
      Section 12.10     Counterparts....................................... 71
      Section 12.11     Headings........................................... 71
      Section 12.12     Further Assurances................................. 71
      Section 12.13     Specific Performance............................... 72




                                  iii
<PAGE>

                            SCHEDULES AND EXHIBITS


Schedule I.................................................Affiliated Entities

Schedule II........................................................EBITDA Test

Schedule III......................................................Members Test

Schedule IV.......................................................Revenue Test

Schedule V...............Capital Expenditures relating to BPR Computer Project

Exhibit A........................................Registration Rights Agreement

Exhibit B..............................................Seller Lease Term Sheet

Exhibit C.........................................Form of Seller Legal Opinion

Exhibit D.......................................Form of Acquiror Legal Opinion


                                      iv
<PAGE>

     STOCK  PURCHASE  AGREEMENT,  dated as of October 6, 1996,  by and among HFS
Incorporated,  a Delaware  corporation  ("Acquiror"),  Ms. Christel  DeHaan,  an
individual resident of the State of Indiana ("Seller"),  and Resort Condominiums
International, Inc., an Indiana corporation (the "Company").


                              W I T N E S S E T H :

     WHEREAS, Seller is the record and beneficial owner of all of the issued and
outstanding  shares of common  stock,  without par value,  of the  Company  (the
"Company  Shares") and, except as otherwise  noted on Schedule I hereto,  is the
record and beneficial  owner,  directly or indirectly,  of all of the issued and
outstanding  shares (the  "Seller  Affiliate  Shares")  of capital  stock of the
Affiliated Entities (as hereinafter defined);

     WHEREAS, Acquiror desires to acquire from Seller and Seller desires to sell
to Acquiror the Company and each of the Affiliated  Entities  through a purchase
of all of the Company  Shares and the Seller  Affiliate  Shares from Seller (the
"Stock  Purchase"),  each on the terms and subject to the  conditions  contained
herein; and

     WHEREAS,  the  respective  Board of  Directors  of each of the  Company and
Acquiror has approved this Agreement and the transactions contemplated hereby.

     NOW, THEREFORE, in consideration of the mutual covenants and undertak- ings
contained  herein,  and  subject to and on the terms and  conditions  herein set
forth, the parties hereto agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

     Section 1.1 Certain Definitions.  As used in this Agreement,  the following
terms shall have the meanings set forth or as referenced below:

            "Acquiror" shall have the meaning set forth in the recitals hereto.

     "Acquiror  Borrowing Rate" shall mean Acquiror's  average  weighted cost of
debt capital.

     "Acquiror Claims" shall have the meaning set forth in Section 10.3 hereof.

     "Acquiror  Common  Stock" shall mean the common  stock,  par value $.01 per
share, of Acquiror.

     "Acquiror Group" shall have the meaning set forth in Section 10.1 hereof.


<PAGE>


     "Acquiror  SEC  Documents"  shall have the meaning set forth in Section 7.3
hereof.

     "Acquiror Subsidiary" shall mean a wholly owned subsidiary of Acquiror that
shall issue the Preferred Stock pursuant to Section 5.6 hereof.

     "Acquiror  Taxes"  shall have the meaning set forth in Section  8.9(e)(iii)
hereof.

     "Adjustment  Cash" shall mean the amount,  if any, by which the  Realizable
Value of the Liquid  Securities plus the Book Value of the Long-Term  Securities
(before giving effect to any Bonus  Payments),  each as set forth on the Closing
Statement,  exceeds  the sum of  $280,000,000  plus the  amount of the UK Taxes;
provided,  however,  that in no event  shall the amount of the  Adjustment  Cash
exceed $10,000,000.

     "Affiliate"  shall mean,  as to any Person (as  hereinafter  defined),  any
other Person which, directly or indirectly,  is in control of, is controlled by,
or is under common control with,  such Person.  The term  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with"), as applied to any Person, means the possession,  direct or indirect,  of
the power to direct or cause the  direction  of the  management  and policies of
such  Person,  whether  through  the  ownership  of voting  securities  or other
ownership interest, by contract or otherwise.

     "Affiliate  Agreements" shall have the meaning set forth in Section 8.10(b)
hereof.

     "Affiliate  Shares"  shall mean the Company  Affiliate  Shares,  the Seller
Affiliate  Shares and the equity  interests of Persons  other than Seller in the
Affiliated Entities.

     "Affiliated  Entities"  shall mean the  Affiliates of the Company listed on
Schedule I hereto,  which  entities  include the Combined  Entities  (other than
Resort Capital Corporation) and the Related Entities.

     "Aggregate  Purchase  Price" shall mean the sum of the Cash  Consideration,
the Common Stock  Consideration  and the  Contingent  Payments,  if any, paid to
Seller.

     "Agreement"  shall  mean  this  Agreement,  as the same may be  amended  or
supplemented from time to time in accordance with the terms hereof.

     "Balance Sheet" shall have the meaning set forth in Section 6.9(a) hereof.

     "Base Amount" shall have the meaning set forth in Section 4.1(a)(i) hereof.



                                      2
<PAGE>

     "Bonus  Payments" shall mean all bonus or similar  payments  payable by the
Company or any of the Affiliated Entities to any director,  officer, employee or
consultant subsequent to the date of this Agreement.

     "BPR Computer  Project" shall mean the Business Process  Reengineering  and
Information Architecture programs of the Company.

     "Book Value" shall mean,  with  respect to Long-Term  Securities,  the book
value of such Long-Term  Securities,  as to Long-Term Securities owned as of the
date of the  Balance  Sheet,  as  reflected  on the  Balance  Sheet  and,  as to
Long-Term Securities acquired after the date of the Balance Sheet, as determined
in a manner  consistent  with the Financial  Statements,  net of all  applicable
reserves.  As to the Book Value of the RCC Stock,  such Book Value  shall be the
book value of RCI's 49% investment in RCC (approximately $1.1 million).

     "Business Day" shall mean any day other than a Saturday,  a Sunday or a day
on which banks in the City of New York are  authorized  or  obligated  by law or
executive order to close.

     "Cash and Equivalents"  shall mean cash and cash equivalents of the Company
and the Affiliated Entities,  including, without limitation, the proceeds of any
liquidation of all or a portion of the Liquid Securities, held by the Company or
any of the Affiliated Entities.

     "Cash  Consideration" shall have the meaning set forth in Section 4.1(a)(i)
hereof.

     "Claims" shall have the meaning set forth in Section 10.3 hereof.

     "Closing" shall mean the closing of the  transactions  contemplated by this
Agreement, as provided for in Section 3.1 hereof.

     "Closing  Cash  Amount"  shall have the  meaning  set forth in Section  4.2
hereof.

     "Closing Date" shall have the meaning set forth in Section 3.1 hereof.

     "Closing  Statement"  shall have the  meaning  set forth in Section  4.2(a)
hereof.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Combined Entities" shall mean the Affiliates of the Company engaged in the
Timeshare Exchange Business and included in the Financial Statements,  as listed
on Schedule I hereto.



                                      3
<PAGE>

     "Common  Stock  Consideration"  shall have the meaning set forth in Section
4.1(a)(ii) hereof.

     "Company" shall have the meaning set forth in the recitals hereto.

     "Company  Affiliate  Shares"  shall mean the shares of common  stock of the
Affiliated Entities held by the Company.

     "Company Shares" shall have the meaning set forth in the recitals hereto.

     "Competition Laws" shall mean foreign statutes, rules, regulations, orders,
decrees,  administrative and judicial doctrines, and other foreign laws that are
designed or  intended to  prohibit,  restrict  or  regulate  actions  having the
purpose or effect of monopoliza- tion,  lessening of competition or restraint of
trade, including, without limitation, the Investment Canada Act and the Canadian
Competition Act.

     "Compliance  Costs"  shall have the  meaning  set forth in  Section  5.6(b)
hereof.

     "Confidentiality Agreement" shall mean the Confidentiality Agreement, dated
July 24, 1996, between Acquiror and the Company.

     "Consents" shall have the meaning set forth in Section 6.5(c) hereof.

     "Contingent  Payment"  shall have the meaning  set forth in Section  4.3(a)
hereof.

     "Contracts" shall have the meaning set forth in Section 6.12(b) hereof.

     "Damages" shall have the meaning set forth in Section 10.1 hereof.

     "Developer  Contracts"  shall have the meaning set forth in Section 6.12(b)
hereof.

     "Earnings  Baseline"  shall mean  EBITDA (as  hereinafter  defined)  of the
Timeshare  Exchange  Business for the fiscal year ended  December  31, 1996,  as
reflected  in the  audited  financial  statements  for such  fiscal  year of the
Timeshare Exchange Business.

     "Earn-Out  Period" shall mean the period commencing on the Closing Date and
ending on December 31, 2001.

     "Earn-Out  Schedule"  shall have the  meaning  set forth in Section  4.3(a)
hereof.

     "EBITDA" shall mean, for any period, the sum of the amounts for such period
of (a) net income,  as adjusted  for any  expensed  portion of the BPR  Computer
Project, plus


                                      4
<PAGE>

     (b) to the  extent  net  income is reduced  thereby,  (i) all  charges  for
amortization  of intangibles  and  depreciation,  (ii) interest  expense,  (iii)
income tax expense and (iv)  extraordinary  losses,  minus (c) interest  income,
extraordinary  gains (net of taxes),  in each case,  as reflected in the audited
financial  statements  for  such  period  of  the  Timeshare  Exchange  Business
(prepared in accordance with GAAP).

     "EBITDA Test" shall mean the standard  under which EBITDA  Payments will be
made under Section 4.3(c) hereof.

     "Elections" shall have the meaning set forth in Section 8.9(b)(i) hereof.

     "Environmental   Claim"   means  any  claim,   action,   cause  of  action,
investigation  or  written  notice by any  person or entity  alleging  potential
liability (including, without limitation,  potential liability for investigatory
costs,  cleanup costs,  governmental  response costs, natural resources damages,
property damages,  personal injuries,  or penalties) arising out of, based on or
resulting  from (a) the  presence or Release of any  Hazardous  Materials at any
location,  whether or not owned or operated  by the  Seller,  the Company or any
Affiliated  Entity, or (b)  circumstances  forming the basis of any violation of
any Environmental Law.

     "Environmental Laws" shall mean all federal,  state, local and foreign laws
and  regulations  relating to  pollution  or  protection  of human health or the
environment,  including  laws  relating to Releases  or  threatened  Releases of
Hazardous  Materials  or  otherwise  relating  to the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
Hazardous  Materials and all laws and regulations with regard to  recordkeeping,
notification,   disclosure  and  reporting  requirements   respecting  Hazardous
Materials.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

     "ERISA  Affiliate"  shall  mean  each  trade or  business  (whether  or not
incorpo-  rated) that  together with the Company would be deemed to be a "single
employer" within the meaning of Section 4001 of ERISA.

     "ERISA Plans" shall have the meaning set forth in Section 6.11(a) hereof.

     "Estimated Cash Consideration"  shall have the meaning set forth in Section
3.2 hereof.

     "Estimated  Statement"  shall have the  meaning  set forth in  Section  3.2
hereof.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Financial  Statements"  shall have the meaning set forth in Section 6.9(a)
hereof.



                                      5
<PAGE>

     "Foreign Plans" shall have the meaning set forth in Section 6.11(n) hereof.

     "GAAP" shall mean United States generally  accepted  accounting  principles
and practices in effect from time to time as consistently applied.

     "Governmental Authority" shall have the meaning set forth in Section 6.5(c)
hereof.

     "Hazardous  Materials" shall mean all materials regulated by law as capable
of causing  harm or injury to human  health or the  environment,  including  (a)
Hazardous Sub- stances (as hereinafter defined), (b) friable asbestos containing
material, (c) polychlorinated  biphenyls,  (d) highly toxic materials as defined
by OSHA in 29 C.F.R.  Para.  1910.1200,  (e)  radioactive  materials and (f) all
substances defined as Hazardous Substances,  Oils, Pollutants or Contaminants in
the National Oil and Hazardous Substances Pollution  Contingency Plan, 40 C.F.R.
Para.   300.5,  or  defined  as  such  by,  or  regulated  as  such  under,  any
Environmental Law.

     "Hazardous  Substances"  shall  mean any  hazardous  substances  within the
meaning of Section 101(14) of CERCLA, 42 U.S.C. Para. 9601(14), or any pollutant
or constituent that is regulated under any Environmental Law.

     "HSR Act" shall mean the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended.

     "Indebtedness" of any Person at any date shall include (a) all indebtedness
of such Person for borrowed money or for the deferred purchase price of property
or services  (other than  current  trade  liabilities  incurred in the  ordinary
course of business and payable in accordance with customary practices),  (b) any
other  indebtedness of such Person that is evidenced by a note, bond,  debenture
or similar instrument,  (c) all obligations of such Person under leases required
in accordance with GAAP to be capitalized on a balance sheet of the lessee,  (d)
all  obligations of such Person in respect of acceptances  issued or created for
the  account  of such  Person,  (e) all  liabilities  secured  by any  Lien  (as
hereinafter  defined)  on any  property  owned by such  Person  even though such
Person has not assumed or otherwise  become  liable for the payment  thereof and
(f) all direct or indirect guarantees of any of the foregoing for the benefit of
another Person.

     "Indemnity  Credit"  shall mean,  at any point in time,  (a) in the case of
Seller's indemnity  obligations under Section 8.9(e) hereof, (i) an amount equal
to any  Adjustment  Cash in excess of $5 million,  less (ii) the amount by which
any  Adjustment  Cash  shall have  previously  been  applied to reduce  Seller's
indemnity obligations under either Section 8.9 or Section 10.1 hereof and (b) in
the case of Seller's  indemnity  obligations  under Section 10.1 hereof,  (i) an
amount  equal to any  Adjustment  Cash,  less  (ii)  the  amount  by  which  any
Adjustment Cash shall have previously been applied to reduce Seller's  indemnity
obligations under either Section 8.9 or Section 10.1 hereof.

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<PAGE>


     "Intellectual  Property"  shall have the meaning set forth in Section  6.18
hereof.

     "IRS" shall mean the Internal Revenue Service of the United States.

     "Labor Laws" shall have the meaning set forth in Section 6.16 hereof.

     "Laws"  shall  mean any  federal,  state,  local or foreign  law,  statute,
ordinance, rule, regulation,  order, judgment or decree, administrative order or
decree,  administrative  or  judicial  decision,  and  any  other  executive  or
legislative proclamation.

     "Leased Realty" shall have the meaning set forth in Section 6.15(b) hereof.

            "Leases" shall have the meaning set forth in Section 6.15(c) hereof.

     "Liens"  shall mean any lien,  encumbrance,  security  interest,  mortgage,
pledge, charge, claim, option, right of first refusal or call, or restriction of
any kind.

     "Liquidation  Costs"  shall have the  meaning  set forth in Section  5.5(b)
hereof.

     "Liquid  Securities" shall mean (a) Cash and Equivalents and (b) securities
of a character that would be treated as "available-for-sale securities", as such
term is used in the  Financial  Statements,  held by the  Company  or any of the
Affiliated Entities.

     "Litigation" shall have the meaning set forth in Section 6.6(a) hereof.

     "Long-Term  Securities"  shall  mean  (a)  collateralized  resort  mortgage
obliga- tions,  securitized timeshare receivables,  notes issued by or on behalf
of  developers,  related party notes and other  securities  of a character  that
would be treated as "held-to-maturity"  securities,  as such term is used in the
Financial Statements, held by the Company or any of the Affiliated Entities, and
(b) the outstanding shares of capital stock of Resort Capital Corporation.

     "Material  Adverse  Effect"  shall  mean,  with  respect to any  Person,  a
material  adverse  effect  on  the  business,  results  of  operations,  assets,
liabilities,  net worth,  sales,  income,  prospects,  operations  or  condition
(financial or otherwise) of such Person.

     "Material  Affiliate" shall mean those  Affiliated  Entities marked with an
asterisk on Schedule-I hereto.

     "Members"  shall  mean  those  Persons  for  whom  annual  subscription  or
membership  fees  shall  have  been  paid for the  right to  participate  in the
exchange  of  vacation  ownership   interests  through  the  Timeshare  Exchange
Business. As of any determination date, the aggregate number of Members shall be
determined by the independent auditors of

                                      7
<PAGE>

     the Timeshare Exchange Business using methods consistent with those applied
during fiscal 1995.

     "Members  Baseline"  shall  mean the  aggregate  number  of  Members  as of
December 31, 1996, as determined  by the  independent  auditors of the Timeshare
Exchange Business.

     "Members  Conversion"  shall have the meaning  set forth in Section  4.3(f)
hereof.

     "Members  Target  Amount" shall mean $62.5 million minus an amount equal to
50% of all Excess EBITDA Payments, if any.

     "Members  Test" shall mean the  standard  under which the Members  Payments
will be made under Section 4.3(d) hereof.

     "Net  Revenue"  shall  mean,  for any  period,  the sum of (a) the  amounts
recognized  during such period of (i) subscription  income,  (ii) exchange fees,
(iii) travel and related income,  (iv)  advertising  income,  (v) resort related
income,  (vi) foreign  license income,  (vii)  management  fees,  (vii) software
license fees and other computer  related  revenues,  (viii)  consulting fees and
(ix) other items of revenue net of (b) returns,  credits and allowances relating
to the items referred to in clauses  (i)-(ix)  above, in each case, as reflected
in the audited financial  statements of the Timeshare Exchange Business for such
period, which are prepared on a basis consistent with the Financial Statements.

            "Net Revenues Test" shall mean the standard under which the Revenue
Payments will be made under Section 4.3(e) hereof.

     "1995 Combined Balance Sheet" shall mean the audited combined balance sheet
of the Company and the Combined Entities as of December 31, 1995.

     "Nominee  Shareholders"  shall have the meaning set forth in Section 6.4(i)
hereof.

     "Nominee Shares" shall have the meaning set forth in Section 6.4(i) hereof.

     "NYSE" shall mean the New York Stock Exchange, Inc.

     "Other  Contracts"  shall have the  meaning  set forth in  Section  6.12(b)
hereof.

     "Owned Realty" shall have the meaning set forth in Section 6.15(b) hereof.

     "PBGC" shall have the meaning set forth in Section 6.11(c) hereof.



                                      8
<PAGE>

     "Permits" shall have the meaning set forth in Section 6.8 hereof.

     "Permitted Liens" means (i) mechanics',  carriers', workmen's,  repairmen's
or other like Liens arising or incurred in the ordinary  course of business with
respect to liabilities that are not yet due or delinquent,  (ii) Liens for Taxes
(as hereinafter defined), as- sessments and other governmental charges which are
not due and payable or which may hereafter be paid without  penalty or which are
being  contested in good faith by  appropriate  proceedings  (for which reserves
have  been  made in the  Financial  Statements  in  accordance  with  GAAP)  and
(iii) other  imperfections  of title or  encumbrances,  if any, which  imperfec-
tions of title or other  encumbrances,  individually or in the aggregate,  would
not  materially  detract  from the  value of the  property  or asset to which it
relates or materially impair the ability of the Company (as hereinafter defined)
to use the  property  or asset to which it  relates  in  substantially  the same
manner as it was used prior to the Closing Date.

     "Person"  shall  mean an  individual,  a  corporation,  a  partnership,  an
associa- tion, a trust or other entity or organization.

     "Plans" shall have the meaning set forth in Section 6.11(a) hereof.

     "Post-Closing  Periods"  shall  have  the  meaning  set  forth  in  Section
8.9(e)(iii) hereof.

     "Post-Closing   Taxes"   shall  have  the  meaning  set  forth  in  Section
8.9(e)(iii) hereof.

     "Pre-Closing Periods" shall have the meaning set forth in Section 8.9(e)(i)
hereof.

     "Pre-Closing  Taxes" shall have the meaning set forth in Section  8.9(e)(i)
hereof.

     "Preferred Stock" shall have the meaning set forth in Section 5.6 hereof.

     "Prime  Rate" shall mean the prime  lending  rate of interest as  published
from time to time in The Wall Street Journal.

     "Proposed  Adjustments"  shall have the meaning set forth in Section 4.3(f)
hereof.

     "RCC Stock" shall have the meaning set forth in Section 5.3 hereof.

     "RCI Europe" shall mean RCI Europe Limited.



                                      9
<PAGE>

     "Realizable  Value" shall mean (a) with respect to cash,  the actual amount
of such cash; (b) with respect to securities  (other than open-end mutual funds)
the fair market value of such securities based upon the last closing sales price
on the date of  determination  of the value of such  securities on the principal
securities  exchange  or other  market on which such  securities  are  primarily
traded and sold; and (c) with respect to securities held through open-end mutual
funds,  the fair market value of such securities  based upon the net asset value
per share on the date of redemption of such securities.

     "Registration Rights Agreement" shall have the meaning set forth in Section
5.1 hereof.

     "Related  Entities" shall mean the affiliates of the Company engaged in the
Timeshare  Exchange  Business but not included in the Financial  Statements,  as
listed on Schedule I hereto.

     "Related Entity Financial  Statements"  shall have the meaning set forth in
Section 6.9(b) hereof.

     "Related Party  Agreements" shall have the meaning set forth in Section 6.7
hereof.

     "Release"  shall  mean any  release,  spill,  emission,  leaking,  pumping,
injection, deposit, disposal,  discharge,  dispersal, leaching or migration into
the  indoor or  outdoor  environment  (including  ambient  air,  surface  water,
groundwater and surface or subsurface  strata),  or into or out of any property,
including  the  movement of  Hazardous  Materials  through or in the air,  soil,
surface water, groundwater or property.

     "Revenue  Baseline"  shall mean the Net Revenue of the  Timeshare  Exchange
Business  for the fiscal year ended  December  31,  1996,  as  reflected  in the
audited financial  statements of the Timeshare Exchange Business for such fiscal
year.

     "Revenue  Target  Amount" shall mean $62.5 million minus an amount equal to
50% of all Excess EBITDA Payments, if any.

     "Reviewing  Accountants" shall have the meaning set forth in Section 4.2(c)
hereof.

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Seller" shall have the meaning set forth in the recitals hereto.

     "Seller  Affiliate Shares" shall have the meaning set forth in the recitals
hereto.

                                      10
<PAGE>


     "Seller Claims" shall have the meaning set forth in Section 10.1 hereof.

     "Seller  Disclosure  Schedule"  shall mean the  disclosure  schedule  being
delivered  by Seller and the Company  concurrently  with the  execution  of this
Agreement.

     "Seller Group" shall have the meaning set forth in Section 10.3 hereof.

     "Seller Lease" shall have the meaning set forth in Section 5.4 hereof.

     "Seller Payment Amounts" shall have the meaning set forth in Section 4.4(b)
hereof.

     "Seller Tax Returns" shall have the meaning set forth in Section  8.9(c)(i)
hereof.

     "Stock Purchase" shall have the meaning set forth in the recitals hereto.

     "Straddle  Periods"  shall have the meaning set forth in Section  8.9(e)(i)
hereof.

     "Straddle  Taxes"  shall have the  meaning  set forth in Section  8.9(e)(i)
hereof.

     "Structural  Change"  shall have the  meaning  set forth in Section  4.3(f)
hereof.

     "Structural  Change  Notice"  shall have the  meaning  set forth in Section
4.3(f) hereof.

     "Tax Basket" shall have the meaning set forth in Section 8.9(e)(i) hereof.

     "Tax Claim" shall have the meaning set forth in Section 8.9(e)(v) hereof.

     "Tax Law" shall mean any Law relating to Taxes.

     "Tax Return"  shall mean any return,  report,  information  return or other
docu- ment  (including  any related or supporting  information)  with respect to
Taxes.

     "Taxes" shall mean all taxes, charges, fees, duties,  levies,  penalties or
other assessments imposed by any federal,  state, local or foreign  Governmental
Authority,  includ- ing, but not limited to,  income,  gross  receipts,  excise,
property,  sales,  gain,  use,  license,  capital  stock,  transfer,  franchise,
payroll, withholding, social security, value added or other taxes, including any
interest, penalties or additions attributable thereto.

     "Timeshare  Exchange  Business"  shall mean the worldwide  condominium  and
resort timeshare exchange business,  subscription business, travel business, and
other businesses conducted by the Company or any of the Affiliated Entities.


                                      11
<PAGE>

     "Transfer Taxes" shall have the meaning set forth in Section 8.9(d) hereof.

     "Transferred Liquid Securities" shall have the meaning set forth in Section
5.5 hereof.

     "Treasury Regulations" shall mean the United States Income Tax Regulations,
including Temporary Regulations, promulgated under the Code, as in effect on the
date hereof.

     "Trust" shall have the meaning set forth in Section 2.2 hereof.

     "Trust Shares" shall have the meaning set forth in Section 2.2 hereof.

     "UK Cash and  Equivalents"  shall have the meaning set forth in Section 5.6
hereof.

     "UK Securities" shall have the meaning set forth in Section 5.5 hereof.

     "UK Tax" shall mean the United  Kingdom tax incurred by RCI Europe upon the
liquidation  of the UK Securities in accordance  with Section 5.6 hereof related
to the gain on the sale of such securities.

     "Unearned  EBITDA  Payments"  shall have the  meaning  set forth in Section
4.3(f) hereof.

     "Unearned  Net  Revenues  Payments"  shall  have the  meaning  set forth in
Section 4.3 hereof.

     "Updated  Information"  shall have the  meaning  set forth in Section  8.11
hereof.

     "WARN Act" shall have the meaning set forth in Section 6.16 hereof.

     Section 1.2 Other Terms.  Other terms may be defined  elsewhere in the text
of this  Agreement  and,  unless  otherwise  indicated,  shall have such meaning
throughout this Agreement.

     Section 1.3 Other Definitional Provisions.

     (a) As  used  herein,  "knowledge  of the  Company"  shall  mean  the  best
knowledge,  after due inquiry,  of each of (i) Christel  DeHaan,  (ii) L. Steven
Miller, (iii) Bruce J. Bentcover,  (iv) William F. McConnell, Jr., (v) Cheryl J.
Wendling,  (vi) Sandy Bittner,  (vii) Kathy  Krishnan,  (viii) David R. Clifton,
(ix)  Gabriel  Oropeza,  (x)  Xavier  Gonzalez,  (xi) Fredy  Dellis,  (xii) John
Williams, (xiii) Stephen Swordy and (xiv) Martin Briggs.


                                      12
<PAGE>


     (b) The words "hereof", "herein", "hereto", "hereunder" and "herein- after"
and words of similar import,  when used in this  Agreement,  shall refer to this
Agree- ment as a whole and not to any particular provision of this Agreement.

     (c) The terms defined in the singular shall have a comparable  meaning when
used in the plural, and vice versa.

     (d) The term "dollars" and character "$" shall mean United States dollars.

     (e) The word "including" shall mean including,  without limitation, and the
words "include" and "includes" shall have corresponding meanings.

                                   ARTICLE II

                           PURCHASE AND SALE OF SHARES

     Section  2.1  Purchase  and  Sale of the  Company  Shares  and  the  Seller
Affiliate  Shares.  Upon  the  terms  and  subject  to the  conditions  of  this
Agreement,  at the Closing,  Seller  shall sell,  convey,  assign,  transfer and
deliver to  Acquiror,  and  Acquiror  shall pur- chase,  acquire and accept from
Seller,  all right,  title and  interest  in and to the  Company  Shares and the
Seller Affiliate Shares, free and clear of any and all Liens.

     Section  2.2  Purchase  and Sale of the  Trust  Shares.  Upon the terms and
subject to the  conditions  of this  Agreement,  at the  Closing,  Seller  shall
deliver to Acquiror, and Acquiror shall accept from Seller, all right, title and
interest  in and to all shares (the "Trust  Shares")  of any  Affiliated  Entity
owned by the Trust created  under the  Irrevocable  Trust  Agreement Of Christel
DeHaan For The Benefit Of Kirsten  DeHaan,  dated March 25, 1993 (the  "Trust"),
free and clear of any and all Liens.

     Section 2.3 Conveyance.  Such sale,  conveyance,  assignment,  transfer and
delivery shall be effected by delivery to Acquiror or, at Acquiror's request, to
any other designee of Acquiror,  of stock certificates  representing the Company
Shares,  the Seller  Affiliate  Shares and the Trust  Shares,  duly  endorsed or
accompanied  by stock powers duly  executed in blank with  appropriate  transfer
stamps, if any, affixed,  and any other documents that are necessary to transfer
title to the Company Shares, the Seller Affiliate Shares and the Trust Shares to
Acquiror (or any designee of Acquiror), free and clear of any and all Liens.

     Section  2.4  Consideration.  In  consideration  of such sale,  conveyance,
assignment,  transfer and delivery of the Company Shares,  the Seller  Affiliate
Shares and the Trust Shares by Seller (and, in the case of the Trust Shares, the
Trust),  Acquiror  shall pay or cause to be paid to Seller,  on behalf of Seller
and the Trust, as their respective interests may
                                      13
<PAGE>

     appear, the Aggregate Purchase Price in accordance with, and subject to the
terms and condi- tions of, Article IV hereof.


                                   ARTICLE III

                                     CLOSING

     Section 3.1  Closing.  The closing of the Stock  Purchase  (the  "Closing")
shall take place at the offices of Skadden,  Arps,  Slate,  Meagher & Flom,  919
Third Avenue,  New York,  New York  10022, at 10:00 A.M., New York City time, on
the second  Business Day following the  satisfaction or waiver of the conditions
precedent  specified  in  Article  IX,  or at such  other  time and place as the
parties  hereto may  mutually  agree.  The date on which the  Closing  occurs is
called the "Closing Date".

     Section 3.2 Estimated  Cash  Consideration.  Two (2) Business Days prior to
the Closing  Date,  the  Company  shall  deliver to  Acquiror a  statement  (the
"Estimated  State-  ment")  setting  forth its good faith  estimate  of the Cash
Consideration  payable by Acquiror in accordance with Section  4.1(a)(i) hereof.
Such Estimated Statement shall include in reason- able detail the calculation of
(i) all Bonus  Payments to be made as of the Closing Date,  (ii) the  Realizable
Value of any  Transferred  Liquid  Securities as of the Closing Date,  (iii) the
Realizable  Value of the Liquid  Securities  as of the  Closing  Date,  (iv) the
aggregate Book Value of the Long-Term  Securities as of the Closing Date and (v)
the adjustment to the Purchase Price in accordance with Section 4.2(d)(i) hereof
and shall be  certified  by the Chief  Financial  Officer of the  Company and be
reasonably acceptable to Acquiror. The amount of the Cash Consideration,  as set
forth on the Estimated Statement,  shall be referred to herein as the "Estimated
Cash Consideration."

     Section 3.3  Deliveries by Seller and the Company.  At the Closing,  Seller
and the  Company,  as  applicable,  shall  deliver or cause to be  delivered  to
Acquiror and Acquisi- tion, as applicable  (unless  delivered  previously),  the
following:

     (a) the stock  certificate or stock  certificates  representing the Company
Shares, duly endorsed or accompanied by stock powers duly executed in blank with
appropri- ate transfer stamps, if any, affixed, and any other documents that are
reasonably necessary to transfer title to the Company Shares;

     (b) the stock certificates  representing the Seller Affiliate Shares,  duly
endorsed or accompanied by stock powers duly executed in blank with  appropriate
transfer stamps,  if any,  affixed,  and any other documents that are reasonably
necessary to transfer title to the Seller Affiliate Shares;

     (c) the stock  certificate  or stock  certificates  representing  the Trust
Shares, duly endorsed or accompanied by stock powers duly executed in blank with
appropri-
                                      14
<PAGE>

     ate transfer  stamps,  if any,  affixed,  and any other  documents that are
reasonably necessary to transfer title to the Trust Shares;

     (d) the  resignations of certain  officers and directors of the Company and
the Seller Affiliates referred to in Section 8.12 hereof;

     (e) the officer's certificate referred to in Section 9.2(d) hereof;

     (f) the  opinion(s)  of counsel  to Seller  referred  to in Section  9.2(e)
hereof;

     (g) duly  executed  counterparts  of any  Consents  referred  to in Section
9.2(f) hereof;

     (h) the Registration Rights Agreement;

     (i) the Seller Lease; and

     (j) all other documents, certificates,  instruments or writings required to
be  delivered  by Seller or the Company at or prior to the  Closing  pursuant to
this Agreement or otherwise reasonably required in connection herewith.

     Section 3.4 Deliveries by Acquiror. At the Closing,  Acquiror shall deliver
or cause to be  delivered  to Seller  and the  Company,  as  applicable  (unless
delivered previously), the following:

     (a) a stock  certificate or stock  certificates  representing the shares of
Acquiror  Common  Stock to be delivered to Seller in payment of the Common Stock
Consideration, free and clear of any and all Liens, other than the terms of, and
bearing the legend referred to in, the Registration Rights Agreement;

     (b) a wire transfer of federal or other  immediately  available  funds to a
single  account at a bank located in the United  States  designated at least two
(2) Business  Days prior to the Closing Date by Seller in an amount equal to the
sum of (i) the Estimated Cash Consideration plus (ii) fifty percent (50%) of the
Liquidation Costs plus (iii) fifty percent (50%) of the Compliance Costs;

     (c) the officer's certificate referred to in Section 9.3(c) hereof;

     (d) the  opinion of  counsel  to  Acquiror  referred  to in Section  9.3(d)
hereof;

     (e) the Registration Rights Agreement; and

                                      15
<PAGE>

     (f) all other documents,  certificates,  instruments or writings reasonably
required to be delivered by Acquiror at or prior to the Closing pursuant to this
Agreement or otherwise required in connection herewith.

     Section 3.5 Simultaneous Transactions. All of the transactions contemplated
by  this  Agreement  shall  be  deemed  to  occur  simultaneously,  and no  such
transaction shall be deemed to have been consummated until all such transactions
have been consummated.

                                   ARTICLE IV

               PROCEEDS TO SELLER; ADJUSTMENT; CONTINGENT PAYMENTS

     Section 4.1 Proceeds to Seller.

     (a) Purchase Price. The Aggregate  Purchase Price to be paid by Acquiror in
respect of the Stock Purchase shall be comprised of the following:

     (i) cash in an amount equal to  $550,000,000  (the "Base  Amount") less the
sum of: (A) the aggregate  amount of all Bonus Payments plus (B) an amount equal
to the aggregate  Book Value of the Long-Term  Securities  transferred to Seller
pursuant to Section 5.3 hereof plus (C) the Realizable  Value of any Transferred
Liquid Securities  transferred to Seller pursuant to Section 5.5 hereof, subject
to adjustment as set forth in Section 4.2(d) hereof (the "Cash Consideration");

     (ii) that number of shares of  Acquiror's  Common Stock (the "Common  Stock
Consideration")  determined  by dividing  $75,000,000  by the average of the per
share  closing  prices  of the  Acquiror  Common  Stock  on the  NYSE  Composite
Transaction  Reporting  System for the 20 consecutive  trading days  immediately
preceding the third trading day prior to the Closing Date; and

     (iii) the amount of the Contingent  Payments,  if any, payable to Seller in
accordance with Section 4.3 hereof.

     (b)  Assets  Transferred  to Seller.  At the  Closing,  the  Company or the
appropriate Affiliated Entity shall transfer to Seller the following:

     (i) the Long-Term  Securities  (including the RCC Stock) in accordance with
Section 5.3 hereof; and

     (ii) the  Transferred  Liquid  Securities  in  accordance  with Section 5.5
hereof.


                                      16
<PAGE>

            Section 4.2  Purchase Price Adjustment.

     (a) Within forty-five (45) days following the Closing Date,  Acquiror shall
cause the Company to prepare and  deliver to Seller a  statement  (the  "Closing
State- ment") setting forth the Cash Consideration determined in accordance with
Section  4.1(a)(i)  hereof.  Such Closing  Statement shall include in reasonable
detail the calculation of (i) all Bonus Payments,  (ii) the Realizable  Value of
any Transferred  Liquid  Securities as of the Closing Date, (iii) the Realizable
Value of the Liquid  Securities as of the Closing Date,  (iv) the aggregate Book
Value of the Long-Term  Securities as of the Closing Date and (v) the adjustment
to the Purchase Price in accordance with Section 4.2(d)(i) hereof.

     (b) If Seller disagrees with all or part of the Closing  Statement,  Seller
may,  within ten (10)  Business Days after  receipt  thereof,  deliver a written
notice  to  Acquiror  setting  forth  its  disagreement.   Any  such  notice  of
disagreement  shall  specify in  reasonable  detail those items or amounts as to
which Seller  disagrees and the basis of such disagree-  ment. If no such notice
of  disagreement  is timely  delivered,  the Closing  Statement  shall be final,
conclusive and binding on the parties hereto.

     (c) If a  notice  of  disagreement  shall be  timely  delivered  by  Seller
pursuant  to Section  4.2(b)  hereof,  the  parties  shall,  during the ten (10)
Business Days  following  such delivery,  use their  reasonable  best efforts to
reach  agreement on the  disputed  items.  If such an agreement is reached,  the
Closing  Statement,  as so agreed,  shall be final and  binding  on the  parties
hereto. If the parties are unable to reach such agreement,  Price Waterhouse LLP
or such  other  nationally  recognized  "Big Six"  accounting  firm on which the
parties  mutually  agree (the  "Reviewing  Accountants")  shall be  retained  to
resolve such dispute. In connection  therewith,  the Reviewing Accountants shall
address only those items or amounts in the Closing  Statement as to which Seller
has disagreed.  The Reviewing  Accountants shall deliver to Seller and Acquiror,
as  promptly as  practicable,  but in no event later than thirty (30) days after
submission of the disputed  items, a report setting forth its ad- justments,  if
any, to the Closing Statement and the calculations  supporting such adjustments.
Such report shall be final and binding  upon the parties  hereto and the Closing
Statement,  as adjusted  pursuant to such report,  shall be final and binding on
the parties  hereto.  The cost of the Reviewing  Accountants'  review and report
shall be borne equally by Seller and Acquiror.

     (d) Upon finalization of the Closing  Statement,  either upon acceptance by
Seller  or,  in the  event  of a  dispute,  upon  agreement  of the  parties  or
resolution by the Re- viewing  Accountants,  the Cash  Consideration  payable by
Acquiror  to Seller  shall be  finally  determined  as set  forth  below in this
Section 4.2(d).

     (i) If the sum of the Realizable  Value of the Liquid  Securities  plus the
Book  Value of the  Long-Term  Securities  (before  giving  effect  to any Bonus
Payments),  each as set forth on the Closing Statement,  is less than the sum of
$280,000,000 plus the amount of the UK Taxes, then the Cash Consideration  shall
be decreased by the amount of such shortfall. If the sum of the Realizable Value
of the Liquid Securities plus the
                                      17
<PAGE>

     Book Value of the Long-Term  Securities  (before giving effect to any Bonus
Payments),  each as set  forth  on the  Closing  Statement,  exceeds  the sum of
$290,000,000,  then the Cash  Consideration  shall be increased by the amount of
such excess.

     (ii) The  adjustment to the Base Amount  provided for in Section  4.1(a)(i)
hereof  shall be  determined  based upon the  amounts  set forth on the  Closing
Statement.

     (e) In the event that the  Estimated  Cash  Consideration  is less than the
Cash  Consideration,  as finally  determined in accordance  with Section  4.2(d)
hereof,  then  Acquiror  shall pay to  Seller  an  amount in cash  equal to such
shortfall.

     (f) In the event that the  Estimated  Cash  Consideration  exceeds the Cash
Consideration,  as finally  determined in accordance with Section 4.2(d) hereof,
then Seller shall pay to Acquiror an amount in cash equal to such excess.

     (g) Any payments required to be made pursuant to subparagraph (e) or (f) of
this Section 4.2 shall be made by wire transfer of immediately  available  funds
to a single account at a bank located in the United States designated in writing
by Acquiror or Seller,  as the case may be, on the second Business Day following
the date on which the amount of such payments is finally determined.  The amount
of any such payment  shall bear  interest for the period from and  including the
Closing Date to but  excluding the payment date at the Acquiror  Borrowing  Rate
calculated on the basis of a 365-day year and the actual number of days elapsed.

            Section 4.3  Contingent Payments.

     (a) No later  than 90 days  following  the end of each  fiscal  year of the
Company  during the  Earn-Out  Period,  commencing  with the fiscal  year ending
December 31, 1997,  Acquiror shall,  subject to Section 4.5 hereof, pay or cause
to be paid to Seller,  by wire  transfer  of  immediately  available  funds to a
single account at a bank in the United States designated by Seller, an aggregate
amount up to a maximum of $200,000,000  equal to the sum of all amounts payable,
if any,  under the EBITDA  Test,  the  Members  Test and the Net  Revenues  Test
(collectively,   "Contingent   Payment").   Such  Contingent  Payment  shall  be
accompanied  by (or if no such  Contingent  Payment  is  payable,  Seller  shall
receive in lieu thereof) (i) the financial  statements of the Timeshare Exchange
Business  for the  relevant  fiscal  year-end  and  (ii) a  reasonably  detailed
schedule  certified by the Chief  Financial  Officer of Acquiror  (an  "Earn-Out
Schedule")  setting forth (A) the  computation  of each of the EBITDA Test,  the
Members  Test  and the  Net  Revenues  Test  for the  relevant  period,  (B) any
deductions  from or offsets to the  Contingent  Payment  pursuant to Section 4.5
hereof and (C) the  calculation  of imputed  interest or original issue discount
for U.S. federal tax purposes.

     (b) If Seller  disputes any  calculations  shown in the Earn-Out  Schedule,
Seller shall give written notice thereof to Acquiror no later than 30 days after
receipt thereof
                                      18
<PAGE>

     accompanied by the Earn-Out  Schedule for the relevant period.  Such notice
of dispute  shall  include a  reasonably  detailed  description  of the disputed
items.  If the  parties  are unable to resolve  such  dispute  within 30 days of
receipt by Acquiror of Seller's  notice of dispute,  then such dispute  shall be
finally resolved by the Reviewing  Accountants in accordance with the procedures
set forth in Section 4.2(c) hereof.
     (c) EBITDA Test. Seller shall be entitled to receive, as a component of the
Contingent  Payments,  cash in an  amount  determined  in  accordance  with this
Section 4.3(c), in respect of growth in EBITDA ("EBITDA Payments").

     (i) Seller shall be entitled to receive  EBITDA  Payments in the event that
EBITDA for the fiscal year ended December 31, 1997 ("1997  EBITDA")  exceeds the
Earnings Baseline in accordance with the following:


            1997 EBITDA
          as a Percentage
        of Earnings Baseline                       Amount of EBITDA Payments

           less than 108%                                      $0

                108%                                     $37.5 million

greater than 108% but equal to or less     inear increase from $37.5 million (at
than 110%                                   108%) to $75 million (at 110%)

greater than 110% but equal to or less     linear increase from $75 million (at
than 112%                                     110%) to $100 million (at 112%)

         greater than 112%                                $100 million


     (ii) if 1997 EBITDA is less than 108% of the Earnings Baseline,  but EBITDA
for the fiscal year ended  December 31, 1998 ("1998  EBITDA") is an amount equal
to or greater than 116% of the Earnings Baseline,  then EBITDA Payments shall be
made in the amount of $75 million in respect of such period;

     (iii) if (x) 1997 EBITDA is less than 108% of the  Earnings  Baseline,  (y)
1998 EBITDA is an amount less than 116% of the Earnings Baseline, and (z) EBITDA
for the fiscal  year ended  December  31,  1999  ("1999  EBITDA") is equal to or
greater than 124% of the Earnings  Baseline,  then EBITDA Payments shall be made
in the amount of $75 million in respect of such period;

     (iv) if at least $37.5  million but less than $75 million is paid to Seller
as EBITDA  Payments in respect of the fiscal year ended December 31, 1997,  then
(x) if 1998 EBITDA is an amount  equal to or greater  than 116% of the  Earnings
Baseline,  then  EBITDA  Payments  shall  be made in an  amount  such  that  the
aggregate EBITDA Payments equals $75 million; or (y) if 1998 EBITDA is less than
116% of the Earnings Baseline, but

                                      19
<PAGE>

     1999  EBITDA is an amount  equal to or  greater  than 124% of the  Earnings
Baseline,  then  EBITDA  Payments  shall  be made in an  amount  such  that  the
aggregate EBITDA Payments equals $75 million;

     (v) To the extent the aggregate  EBITDA  Payments made to Seller exceed $75
million, such excess is referred to herein as "Excess EBITDA Payments"; and

     (vi) Set forth on  Schedule II hereto is an example of  application  of the
EBITDA Test to hypothetical facts.

     (d) Members  Test.  Seller shall be entitled to receive,  as a component of
the Contingent  Payments,  cash in an amount  determined in accordance with this
Section 4.3(d),  in respect of growth in the number of Members over the Earn-Out
Period  ("Members  Payments").  Seller  shall be  entitled  to  receive  Members
Payments  in the event that the  number of  Members in each of the fiscal  years
referred to below exceeds the Members Baseline in accordance with the following:

     (i) for the fiscal year ended December 31, 1997, no Members  Payments shall
be made;

     (ii) for the fiscal year ended December 31, 1998 (the "1998  Period"),  (x)
if the aggregate number of Members as of such date ("1998 Members") is less than
114% of the Members Baseline,  then no Members Payments shall be made in respect
of the 1998 Period;  or (y) if the number of 1998 Members is equal to or greater
than 114% of the Members Baseline,  then Members Payments in respect of the 1998
Period shall be made in an amount equal to 25% of the Members Target Amount;

     (iii) for the fiscal year ended December 31, 1999 (the "1999 Period"),  (x)
if the aggregate number of Members as of such date ("1999 Members") is less than
121% of the Members Baseline,  then no Members Payments shall be made in respect
of the 1999 Period;  provided,  however,  that, if the number of 1999 Members is
equal to or  greater  than 107% of the  number  of 1998  Members,  then  Members
Payments in respect of the 1999 Period  shall be made in an amount  equal to 25%
of the Members Target  Amount;  or (y) if the number of 1999 Members is equal to
or greater than 121% of the Members  Baseline,  then Members Payments in respect
of the 1999 Period shall be made in an amount equal to 25% of the Members Target
Amount;  provided,  however, that, if no Members Pay- ments were made in respect
of the 1998 Period, then Members Payments in respect of the 1999 Period shall be
made in an amount equal to 50% of the Members Target Amount;

     (iv) for the fiscal year ended December 31, 2000 (the "2000  Period"),  (x)
if the aggregate number of Members as of such date ("2000 Members") is less than
128% of the Members Baseline,  then no Members Payments shall be made in respect
of the 2000 Period;  provided,  however,  that, if the number of 2000 Members is
equal to or
                                      20
<PAGE>

     greater than 107% of the number of 1999 Members,  then Members  Payments in
respect  of the  2000  Period  shall  be made in an  amount  equal to 25% of the
Members  Target  Amount;  or (y) if the  number of 2000  Members  is equal to or
greater than 128% of the Members  Baseline,  then Members Payments in respect of
the 2000  Period  shall be made in an amount  equal to 25% of the Member  Target
Amount;  provided,  however, that, if no Members Pay- ments were made in respect
of the 1998 and 1999  Periods,  then  Members  Payments  in  respect of the 2000
Period  shall be made in an amount  equal to 75% of the Members  Target  Amount;
provided,  further,  however,  that, if aggregate Members Payments in respect of
the 1998 and 1999  Periods  were made in an amount  equal to 25% of the  Members
Target Amount, then Members Payments in respect of the 2000 Period shall be made
in an amount equal to 50% of the Members Target Amount;

     (v) for the fiscal year ended December 31, 2001 (the "2001 Period"), (x) if
the  aggregate  number of Members as of such date ("2001  Members") is less than
128% of the Members Baseline,  then no Members Payments shall be made in respect
of the 2001 Period;  provided,  however,  that, if the number of 2001 Members is
equal to or  greater  than 107% of the  number  of 2000  Members,  then  Members
Payments in respect of the 2001 Period  shall be made in an amount  equal to 25%
of the Members Target  Amount;  or (y) if the number of 2001 Members is equal to
or greater than 128% of the Members  Baseline,  then Members Payments in respect
of the 2001 Period shall be made in an amount equal to 25% of the Members Target
Amount; provided,  however, that, if no Members Payments were made in respect of
the 1998,  1999 and 2000  Periods,  then the Members Pay- ment in respect of the
2001 Period  shall be in an amount equal to 100% of the Members  Target  Amount;
provided,  further,  however,  that, if aggregate Members Payments in respect of
the 1998,  1999 and 2000  Periods  were  made in an  amount  equal to 25% of the
Members Target Amount,  then the Members  Payments in respect of the 2001 Period
shall be made in an amount equal to 75% of the Members Target Amount;  provided,
further,  however,  that, if aggregate  Members Payments in respect of the 1998,
1999 and 2000 Periods were made in an amount equal to 50% of the Members  Target
Amount,  then Members Payments in respect of the 2001 Period shall be made in an
amount equal to 50% of the Members Target Amount; and

     (vi) Set forth on Schedule III hereto is an example of applica- tion of the
Members Test to hypothetical facts.

     (e) Net Revenues  Test.  Seller  shall be entitled to receive,  as a compo-
nent of the Contingent Payments, cash in an amount determined in accordance with
this  Section  4.3(e),  in respect of growth in Net  Revenue  over the  Earn-Out
Period  ("Revenue  Payments").  Seller  shall be  entitled  to  receive  Revenue
Payments in the event that the Net Revenue in each of the fiscal years  referred
to below exceeds the Revenue Baseline in accor- dance with the following:

     (i) for the fiscal year ended December 31, 1997, no Revenue  Payments shall
be made;

                                      21
<PAGE>

     (ii) for the 1998  Period,  (x) if the Net Revenue  for such period  ("1998
Revenue") is less than 120% of the Revenue  Baseline,  then no Revenue  Payments
shall be made in respect of the 1998 Period;  or (y) if 1998 Revenue is equal to
or greater than 120% of the Revenue  Baseline,  then Revenue Payments in respect
of the 1998 Period shall be made in an amount equal to 25% of the Revenue Target
Amount;

     (iii)  for the 1999  Period,  (x) if Net  Revenue  for such  period  ("1999
Revenue") is less than 130% of the Revenue  Baseline,  then no Revenue  Payments
shall be made in respect of the 1999 Period;  provided,  however,  that, if 1999
Revenue is equal to or greater than 110% of 1998 Revenue,  then Revenue Payments
in respect  of the 1999  Period  shall be made in an amount  equal to 25% of the
Revenue Target  Amount;  or (y) if 1999 Revenue is equal to or greater than 130%
of the Revenue  Baseline,  then  Revenue  Payments in respect of the 1999 Period
shall be made in an amount equal to 25% of the Revenue Target Amount;  provided,
however, that, if no Revenue Payments were made in re- spect of the 1998 Period,
then  Revenue  Payments in respect of the 1999 Period shall be made in an amount
equal to 50% of the Revenue Target Amount;

     (iv) for the 2000  Period,  (x) if the Net Revenue  for such period  ("2000
Revenue") is less than 140% of the Revenue  Baseline,  then no Revenue  Payments
shall be made in respect of the 2000 Period;  provided,  however,  that, if 2000
Revenue  is equal to or  greater  than 110% of the 1999  Revenue,  then  Revenue
Payments in respect of the 2000 Period  shall be made in an amount  equal to 25%
of the Revenue Target Amount; or (y) if 2000 Revenue is equal to or greater than
140% of the  Revenue  Baseline,  then  Revenue  Payments  in respect of the 2000
Period  shall be made in an amount  equal to 25% of the Revenue  Target  Amount;
provided,  however,  that, if no Revenue  Payments were made in re- spect of the
1998 and 1999 Periods, then Revenue Payments in respect of the 2000 Period shall
be made in an  amount  equal  to 75% of the  Revenue  Target  Amount;  provided,
further, however, that, if aggregate Revenue Payments in respect of the 1998 and
1999 Periods were made in an amount equal to 25% of the Revenue  Target  Amount,
then  Revenue  Payments in respect of the 2000 Period shall be made in an amount
equal to 50% of the Revenue Target Amount;

     (v) for the 2001  Period,  (x) if the Net Revenue  for such  period  ("2001
Revenue") is less than 140% of the Revenue  Baseline,  then no Revenue  Payments
shall be made in respect of the 2001 Period;  provided,  however,  that,  if the
2001  Revenue is equal to or greater  than 110% of 2000  Revenue,  then  Revenue
Payments in respect of the 2001 Period  shall be made in an amount  equal to 25%
of the Revenue Target Amount; or (y) if 2001 Revenue is equal to or greater than
140% of the  Revenue  Baseline,  then  Revenue  Payments  in respect of the 2001
Period  shall be made in an amount  equal to 25% of the Revenue  Target  Amount;
provided,  however,  that, if no Revenue  Payments were made in re- spect of the
1998,  1999 and 2000  Periods,  then the Revenue  Payment in respect of the 2001
Period  shall  be in an  amount  equal  to 100% of the  Revenue  Target  Amount;
provided,  further,  however,  that, if aggregate Revenue Payments in respect of
the 1998,  1999 and 2000  Periods  were  made in an  amount  equal to 25% of the
Revenue Target Amount, then the
                                      22
<PAGE>

     Revenue  Payments in respect of the 2001 Period  shall be made in an amount
equal to 75% of the Revenue Target Amount; provided,  further, however, that, if
aggregate  Revenue  Payments in respect of the 1998,  1999 and 2000 Periods were
made in an  amount  equal to 50% of the  Revenue  Target  Amount,  then  Revenue
Payments in respect of the 2001 Period  shall be made in an amount  equal to 50%
of the Revenue Target Amount; and

     (vi) Set forth on Schedule IV hereto is an example of applica-  tion of the
Revenue Test to hypothetical facts.

     (f) Changes Affecting  Contingent  Payments.  It is the mutual intention of
the parties that,  during the Earn-Out Period (i) the Contingent  Payments to be
received by Seller shall be  determined  as though no change in the structure of
the  Timeshare  Exchange  Business will occur,  and (ii)  Acquiror  shall not be
restricted  in  exercising  its business  judgment as to the  management  of the
Timeshare Exchange Business. Acquiror shall not implement any Structural Changes
that would  materially  adversely  affect the ability of Seller to earn the then
unearned  Contingent  Payments  under  the  Members  Test,  other  than  changes
consistent  with the  historic  practices  of the  Company.  During  the  period
commencing  January 1, 1998 and ending on the first to occur of (i) the  payment
to Seller of the full amount of the  Contingent  Payments or (ii)  December  31,
2001, Acquiror shall give Seller at least thirty (30) days' prior written notice
(a "Structural Change Notice") of any other Structural  Change.  Such Structural
Change Notice shall include (i) a description  of the  Structural  Change and of
Acquiror's  proposal for  adjusting  the terms of the EBITDA Test and/or the Net
Revenues Test, as  appropriate,  so that,  after  implementation  of such Struc-
tural Change,  the economic  basis of such tests shall mirror the economic basis
of such  tests  as set  forth  herein  (the  "Proposed  Adjustments")  and  (ii)
pro-forma financial information of the Timeshare Exchange Business giving effect
to such  Structural  Change for the most recent  fiscal year ending prior to the
implementation of such Structural Change.  Within thirty (30) days of receipt of
such  Structural  Change  Notice,  Seller shall either (i) consent in writing to
such  Proposed  Adjustments,  or (ii)  inform  Acquiror  in writing  that Seller
objects to such Proposed  Adjustments.  In the event that Seller  objects to the
Proposed  Adjustments,  Seller and  Acquiror  shall  negotiate  in good faith to
resolve such dispute.  If such dispute can not be resolved  within  fifteen (15)
days of receipt by Acquiror of Seller's notice of objection,  Seller may, at her
election,  either (i) consent to the  Proposed  Adjustments  or (ii) convert the
unearned  portion of the Contingent  Payments under either or both of the EBITDA
Test (the "Unearned  EBITDA  Payments") and the Net Revenues Test (the "Unearned
Net Revenues Payments") to the Members Test (a "Members Conversion").  Following
any Members Con- version,  in addition to the application of the Members Test to
the  Members  Target  Amount  the  following   adjustments  shall  be  made,  as
applicable:  (i) the Members  Test shall be applied to the Unearned Net Revenues
Payments  for the  year  in  which  the  Members  Conver-  sion  occurs  and all
subsequent  years of the Earn-Out  Period and (ii) in the event that any payment
becomes due under the Members Test,  the Unearned  EBITDA  Payments shall become
due. As used herein,  a "Structural  Change" shall mean a material change in the
organization,  operation  or  financial  reporting  of  the  Timeshare  Exchange
Business that has an
<PAGE>

     adverse effect on the interest of Seller in the  Contingent  Payments other
than changes consistent with the historic practices of the Company.

            Section 4.4  Acquiror's Right of Offset.

     (a)  Acquiror  may,  in its sole  discretion,  exercise  a right of  offset
against any Contingent  Payments required to be made by or on behalf of Acquiror
pursuant to Section 4.3 hereof by  deducting  from the amount of any  Contingent
Payments  owed to Seller  under this  Agreement  (i) the  amount of any  payment
required  to be made by Seller  pursuant to Section 4.2 hereof that has not been
timely  made and (ii) the amount of any  indemnity  obligation  of Seller to any
member of the  Acquiror  Group  pursuant to Section  8.9(e),  Section  9.2(f) or
Section 10.1 hereof.

     (b) In the event that any  Contingent  Payments  become due and  payable to
Seller  pursuant  to Section  4.3  hereof at a time when there is an  unresolved
dispute as to any amounts  owed by Seller to Acquiror  pursuant to Section  4.2,
8.9(e) or 10.1 hereof ("Seller  Payment  Amounts"),  then Acquiror may hold such
Contingent  Payments (up to the amount of the disputed Seller Payment Amount) as
security for the payment by Seller of the Seller Payment Amount upon  resolution
of such dispute in accordance  with Section 4.2,  8.9(e) or 10.1 hereof,  as the
case may be.

     (c) Any  Contingent  Payments not paid when due shall bear  interest at the
Prime Rate.

                                    ARTICLE V

                                 RELATED MATTERS

     Section 5.1  Registration  Statement.  At the Closing,  Acquiror and Seller
shall enter into a registration  rights agreement in  substantially  the form of
Exhibit A hereto (the "Registration Rights Agreement") relating to the shares of
Acquiror Common Stock issued to Seller as the Common Stock Consideration.

     Section 5.2  Representation  on Acquiror  Board.  At the Closing,  Acquiror
shall use its best efforts and shall  exercise all  authority  under  applicable
Laws to (i) if  necessary,  increase  the size of its Board of  Directors by one
member and (ii) cause Seller to be elected as a member of the Board of Directors
of  Acquiror  until the next  annual  Meeting  of  Stockholders.  Subject to its
fiduciary duties under applicable law,  Acquiror shall nomi- nate Seller as part
of  management's  slate of  nominees  for  election  as a member of the Board of
Directors of Acquiror at each Annual Meeting of Stockholders  held in 1997, 1998
and 1999.



                                      24
<PAGE>

     Section 5.3 Long-Term Securities. At the Closing, (a) all Long-Term Securi-
ties held by the  Company or any  Affiliated  Entity and (b) all of the  capital
stock of Resort Capital  Corporation ("RCC Stock") owned by the Company shall be
assigned and transferred to Seller, who thereupon shall receive all right, title
and  interest  to such  Long-Term  Securities  and to such RCC  Stock.  The Cash
Consideration  to be paid to Seller by  Acquiror  shall be  reduced by an amount
equal to the Book Value of such Long-Term  Securities in accordance with Section
4.1(a) hereof.

     Section 5.4 Seller  Lease.  Prior to the Closing,  the Company shall assign
and  transfer to Seller,  by a recordable  deed in  appropriate  form,  the real
property  presently owned by the Company in  Indianapolis,  Indiana on which the
Woodview  Trace  building is situated,  whereupon  the Seller shall  receive all
right, title and interest to such real property. At the Closing,  Seller and the
Company  shall enter into a mutually  acceptable  lease agree- ment (the "Seller
Lease")  relating to the lease by the Company from Seller of the Woodview  Trace
property  and  building,  with  substantially  the terms set forth on  Exhibit B
hereto.

     Section  5.5  Transferred  Liquid  Securities.  (a)  Prior to the  close of
business on the Business Day immediately  preceding the Closing Date, Seller (i)
may,  subject  to clause  (ii)  hereof,  cause the  Company  or the  appropriate
Affiliated  Entity to liquidate all or a portion of the Liquid Securities (other
than Cash and Equivalents),  and (ii) shall cause RCI Europe to liquidate all of
the Liquid  Securities (other than Cash and Equivalents) held by RCI Europe ("UK
Securities").  At the Closing, the Company or the appropriate Affiliated Entity,
as the case may be,  shall  assign and  transfer  any of the  Liquid  Securities
(other than Cash and  Equivalents)  not so liquidated (the  "Transferred  Liquid
Securities")  to Seller,  who thereupon shall receive all right and title to and
interest in such Transferred  Liquid Securi- ties. The Cash  Consideration to be
paid to Seller by  Acquiror  shall be  reduced  by the  Realizable  Value of the
Transferred Liquid Securities in accordance with Section 4.1(a) hereof.

     (b) Seller and the  Company  shall  cause  such  liquidation  of the Liquid
Securities  pursuant to Section  5.5(a) hereof to be conducted in a commercially
reasonable  manner. On the Business Day immediately  preceding the Closing Date,
the Company  shall  provide to Acquiror a written  statement  setting  forth the
brokerage fees, commissions and other out-of-pocket costs incurred in connection
with such liquidation (the "Liquidation Costs"). At the Closing,  Acquiror shall
reimburse Seller for fifty percent (50%) of the Liquidation Costs.

     Section 5.6 UK Securities.  (a) On the Business Day  immediately  preceding
the Closing Date,  Acquiror  Subsidiary  shall issue to RCI Europe shares of its
preferred  stock  (the  "Preferred   Stock"),  in  exchange  for  all  Cash  and
Equivalents  held by RCI  Europe,  including  the  gross  Cash  and  Equivalents
realized by RCI Europe upon liquidation of the UK Securities pursuant to Section
5.5 hereof, but excluding any restricted cash ("UK Cash and  Equivalents").  The
liquidation  value  of the  Preferred  Stock  shall  be equal to the UK Cash and
Equivalents. The Preferred Stock shall (i) be redeemable after an agreed upon


                                      25
<PAGE>

     period of time at the option of RCI Europe and (ii) accrue  dividends  at a
mutually agreed upon rate.

     (b) Prior to the Business Day  immediately  preceding the Closing Date, the
Company shall cause RCI Europe to comply with the requirements of Section 151 of
the Companies Act 1985 of the United  Kingdom.  On the Business Day  immediately
preceding  the Closing  Date,  the Company  shall  provide to Acquiror a written
statement  setting forth the legal and accounting fees incurred by RCI Europe in
effecting such compliance  ("Compliance Costs"). At the Closing,  Acquiror shall
reimburse Seller for fifty percent (50%) of the Compliance Costs.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
                            OF SELLER AND THE COMPANY

     Seller and the Company, jointly and severally, hereby represent and warrant
to Acquiror as follows:

            Section 6.1  Authority; Binding Effect.

     (a) The Company has all requisite corporate power and corporate au- thority
to execute and deliver this Agreement,  to perform its obligations hereunder and
to consummate the transactions contemplated hereby. The execution,  delivery and
performance  of  this  Agreement,  and  the  consummation  of  the  transactions
contemplated  hereby have been duly  authorized by the Board of Directors of the
Company.  No other  corporate  action on the part of the  Company  or any of the
Affiliated Entities or their respective  stockholders is re- quired to authorize
the execution,  delivery and  performance  hereof,  and the  consummation of the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by the Company and constitutes the valid and binding obligation of the
Company,  enforce- able against the Company in accordance with its terms, except
that  such   enforcement   may  be  subject  to  any   bankruptcy,   insolvency,
reorganization,  moratorium or other laws now or hereafter in effect relating to
or limiting  creditors' rights generally and the remedy of specific  performance
and injunctive  and other forms of equitable  relief may be subject to equitable
defenses  and to the  discretion  of the  Court  before  which  any  proceedings
therefor may be brought.

     (b) Seller has the requisite  power,  capacity and authority to execute and
deliver this Agreement,  to perform her obligations  hereunder and to consummate
the transactions  contemplated hereby. This Agreement has been duly executed and
delivered by Seller and constitutes the valid and binding  obligation of Seller,
enforceable  against  Seller in  accordance  with its  terms,  except  that such
enforcement  may be  subject  to  any  bankruptcy,  insolvency,  reorganization,
moratorium or other laws now or hereafter in effect relating to or

                                      26
<PAGE>

     limiting creditors' rights generally and the remedy of specific performance
and injunctive  and other forms of equitable  relief may be subject to equitable
defenses  and to the  discretion  of the  Court  before  which  any  proceedings
therefor may be brought.

          Section 6.2 Organization.

     (a) The Company is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Indiana,  and has all  requisite
corporate  power and authority to own,  lease and operate all of its  properties
and assets and to conduct its business as it is now being  conducted.  Except as
set forth in Section 6.2(a) of the Seller  Disclosure  Schedule,  the Company is
duly  qualified  or  licensed  and in good  standing to do business as a foreign
corporation  in each  jurisdiction  in which the nature of its business,  or the
ownership,  leasing  or  operation  of its  properties  or  assets,  makes  such
qualification necessary, except in those jurisdictions where the failure to have
such power and  authority or to be so qualified or licensed and in good standing
would not,  individually or in the aggre- gate, reasonably be expected to have a
Material Adverse Effect on the Company and the Affiliated Entities considered as
a whole.  Seller has  delivered  or made  available  to Acquiror a complete  and
correct copy of the Company's  Articles of  Incorporation  and By-Laws,  each as
amended  to  date.  Each of the  Company's  Articles  of  Incorporation  and the
Company's  By-Laws  is in full  force  and  effect,  and the  Company  is not in
violation of any provision thereof.

     (b) Section 6.2(b) of the Seller  Disclosure  Schedule sets forth the name,
jurisdiction of  organization,  capitalization  and ownership of all outstanding
capital stock of each Affiliated  Entity.  Except as set forth in Section 6.2(b)
of  the  Seller  Disclosure  Schedule,  each  Affiliated  Entity  (i)  is a duly
organized and validly  existing  corporation  in good standing under the laws of
the jurisdiction of its organization, (ii) has all requisite corporate power and
authority  to own,  lease and  operate all of its  properties  and assets and to
conduct its business as it is now being  conducted  and (iii) is duly  qualified
and  in  good  stand-  ing to do  business  as a  foreign  corporation  in  each
jurisdiction in which the nature of its business,  or the ownership,  leasing or
operation  of its  properties  or assets,  makes such  qualification  necessary,
except in those jurisdictions where the failure to have such power and authority
or to be so qualified or licensed and in good standing  would not,  individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect on
the  Company  and the  Affiliated  Entities  considered  as a whole.  Seller has
delivered or made available (or prior to Closing will deliver or make available)
to  Acquiror a complete  and cor- rect copy of the  certificate  or  articles of
incorporation  and by-laws or comparable  charter or  organizational  documents,
each as amended to date,  of each  Affiliated  Entity.  All such  organizational
documents are in full force and effect,  and none of the Affiliated  Entities is
in violation of any provision of its certificate or articles of incorporation or
by-laws or compa- rable charter or organizational documents.
                                      27
<PAGE>


     (c) The Material Affiliates constitute each of the Affiliated Entities that
generated net revenues (on the basis of management statements), individually, in
excess of $8,000,000 in fiscal 1995.

            Section 6.3  Records.

     (a)  The  respective  corporate  record  books  of  the  Company  and  each
Affiliated Entity contain accurate and complete records of all material meetings
and accu- rately reflect all other material  actions taken by the  stockholders,
Boards of Directors  and all material  committees  of the Boards of Directors of
the Company and each  Affiliated  Entity.  Except as set forth in Section 6.3 of
the Seller Disclosure  Schedule,  all such record books have been made available
by Seller to Acquiror.

     (b) The books and  records of the Company  and each  Affiliated  Entity are
complete,  have been  maintained in  accordance  with  applicable  laws and good
business  practices,  and,  as a  whole,  accurately  reflect,  in all  material
respects, the basis for the financial condition and results of operations of the
Company and the Affiliated Entities set forth in the Financial Statements or the
Related Entity Financial Statements, as the case may be.

            Section 6.4  Capitalization.

     (a) The authorized capital stock of the Company consists of 2,000 shares of
common stock,  without par value, of which 1,000 shares are issued and outstand-
ing. No shares of capital  stock of the Company are held in the  treasury of the
Company.  Each issued and outstanding  share of capital stock of the Company has
been duly authorized and validly issued,  is fully paid and  nonassessable,  and
has not been issued in violation  of, and is not subject to, any  preemptive  or
subscription rights.

     (b) The  capitalization  information  contained  in  Section  6.2(b) of the
Seller Disclosure Schedule  represents a true, correct and complete  description
of the authorized and outstanding  capitalization of each Affiliated  Entity. No
shares of capital  stock of any  Affiliated  Entity are held in the  treasury of
such Affiliated  Entity.  Each issued and outstanding  share of capital stock of
each Affiliated  Entity has been duly  authorized and validly  issued,  is fully
paid and  nonassessable,  and has not been  issued in  violation  of, and is not
subject to, any preemptive or subscription rights.

     (c) Seller has good and valid title to all of the Company Shares,  free and
clear of all Liens.

     (d) Seller (or the Affiliated Entity listed in Section 6.2(b) of the Seller
Disclosure  Schedule)  has good and valid  title to all of the Seller  Affiliate
Shares (other than the Company Affiliate Shares) owned by such Person,  free and
clear of all Liens.



                                      28
<PAGE>

     (e) The Company  has good and valid  title to all of the Company  Affiliate
Shares, free and clear of all Liens.

     (f) The Trust has good and valid title to all of the Trust Shares, free and
clear of all Liens.

     (g) Each Nominee Shareholder has good and valid title to all Nominee Shares
owned by such Nominee  Shareholder,  free and clear of all Liens, other than the
rights  of the  Company  or the  appropriate  Affiliated  Entity  in and to such
shares.

     (h)  Except  as set  forth  in  Section  6.4(f)  of the  Seller  Disclosure
Schedule,  (i)  there  is  no  option,   warrant  or  other  right,   agreement,
arrangement,  or commit- ment of any kind  whatsoever  relating to the issued or
unissued  capital  stock  or  other  equity  interests  of  the  Company  or any
Affiliated Entity or obligating the Company or any Affiliat- ed Entity to grant,
issue or sell any share of the capital  stock or other  equity  interests of the
Company or such Affiliated  Entity by sale,  lease,  license or otherwise;  (ii)
there is no  obliga-  tion,  contingent  or  otherwise,  of the  Company  or any
Affiliated  Entity to (A) repurchase,  redeem or otherwise  acquire any share of
the capital  stock or other equity  interests  of the Company or any  Affiliated
Entity,  or (B) provide  funds to, or make any  investment  in (in the form of a
loan, capital contribution or otherwise),  or provide any guarantee with respect
to the obligations of, the Company or any Affiliated Entity or any other Person;
(iii)  other  than as set  forth in  Section  6.2(b)  of the  Seller  Disclosure
Schedule, neither the Company nor any Affiliated Entity, directly or indirectly,
owns,  or has agreed to purchase or otherwise  ac- quire,  the capital  stock or
other equity interests of, or any interest convertible into or ex- changeable or
exercisable for such capital stock or such equity interests of, any corporation,
partnership,  joint venture or other entity  (other than  ownership of shares of
another  Affiliated Entity as reflected on Schedule I hereto);  (iv) there is no
agreement,  arrangement,  contract or other  commitment  of any kind  whatsoever
(contingent or otherwise) pursuant to which any Person is or may become entitled
to receive any payment  based on the  revenues or  earnings,  or  calculated  in
accordance therewith,  of the Company or any Affiliated Entity; and (v) there is
no  voting  trust,  proxy or other  agreement,  arrangement,  contract  or other
commitment of any kind whatsoever to which the Company or any Affiliated  Entity
is a party,  or by which the Company or any Affiliated  Entity,  or any of their
respective  properties  or assets,  is bound  with  respect to the voting of any
share of capital stock or other equity interest of the Company or any Affiliated
Entity.

     (i) Set forth on Section 6.4(i) of the Seller  Disclosure  Schedule are (i)
the names of all  persons or entities  (other  than  Seller,  the  Company,  any
Affiliated  Entity  or the  Trust)  who hold an  equity  interest  in any of the
Affiliated  Entities  (the"Nominee  Shareholders"),   (ii)  the  shares  of  any
Affiliated Entity owned by each Nominee Shareholder ("Nominee Shares") and (iii)
the respective  relationships  or affiliations of each Nominee  Shareholder with
Seller, the Company or any of the Affiliated Entities.


                                      29
<PAGE>


     (j) Upon  delivery to Acquiror  at the Closing of the Company  Shares,  the
Seller  Affiliate  Shares and the Trust Shares  pursuant to Sections 2.1 and 2.2
hereof,  and  payment by  Acquiror  of the  consideration  therefor  pursuant to
Section  2.4 hereof,  Acquiror  shall  acquire and receive all right,  title and
interest in and to 100% of the issued and outstanding  shares of the Company and
each  Affiliated  Entity,  free and clear of all Liens,  other than the  Nominee
Shares.

            Section 6.5  No Violation; Consents and Approvals.

     (a) The execution and delivery of this Agreement by the Company do not, and
the  performance  of this Agreement by the Company and the  consummation  of the
transactions  contemplated  hereby will not,  (i) except as set forth in Section
6.5(c) of the Seller Disclosure Schedule,  conflict with or violate the articles
of incorporation or by-laws, in each case as currently in effect, of the Company
or any Affiliated  Entity,  (ii) conflict with or violate any Laws applicable to
the Company or any Affiliated  Entity or by or to which any of their  respective
properties  or assets is bound or subject,  or (iii) result in any breach of, or
constitute  a default  (or an event  that  with  notice or lapse of time or both
would consti- tute a default) under, or give to others any right of termination,
amendment,  acceleration or cancellation of, or require payment under, or result
in the creation of a Lien on any of the  properties  or assets of the Company or
any Affiliated  Entity under, any note, bond, mort- gage,  indenture,  contract,
agreement, arrangement, commitment, lease, license, permit, fran- chise or other
instrument  or  obligation  to which the Company or any  Affiliated  Entity is a
party or by or to which the  Company  or any  Affiliated  Entity or any of their
respective  prop-  erties  or  assets  is bound or  subject,  except  where  the
conflict,  violation,  breach, default,  termination,  amendment,  acceleration,
cancellation,  requirement or creation would not have a Material  Adverse Effect
on the Company and the  Affiliated  Entities  considered  as a whole,  would not
prevent Seller's or the Company's  ability to consummate the  transactions  con-
templated hereby, or would not impair in any material respect Acquiror's ability
to operate the Company and the Affiliated  Entities,  considered as a whole,  as
currently operated.

     (b) The execution and delivery of this  Agreement by Seller do not, and the
performance of this Agreement by Seller and the consummation of the transactions
con- templated hereby will not, (i) except as set forth in Section 6.5(c) of the
Seller  Disclosure  Schedule,  conflict  with or violate any Laws  applicable to
Seller or by or to which any of her properties or assets is bound or subject, or
(ii)  result in any breach of, or  constitute  a default  (or an event that with
notice or lapse of time or both would  constitute a default)  under,  or give to
others any right of termination,  amendment, acceleration or cancellation of, or
require  payment  under,  or  result  in the  creation  of a Lien  on any of the
properties  or assets of Seller  under,  any note,  bond,  mortgage,  indenture,
contract,  agreement,  lease, license,  permit, franchise or other instrument or
obligation to which Seller is a party or by or to which any of her properties or
assets is bound or  subject,  except  where  the  conflict,  violation,  breach,
default,  termination,  amendment,  acceleration,  cancellation,  requirement or
creation  would  not have a  Material  Adverse  Effect  on the  Company  and the
Affiliated  Entities  considered as a whole,  would not prevent  Seller's or the
Company's ability to


                                      30
<PAGE>

     consummate the transactions contemplated hereby, or would not impair in any
material re- spect Acquiror's  ability to operate the Company and the Affiliated
Entities, considered as a whole, as currently operated.

     (c) The execution and delivery of this  Agreement by Seller and the Company
do not, and the  performance by Seller and the Company of this Agreement and the
consummation of the  transactions  contemplated  hereby will not require Seller,
the Company or any Affiliated  Entity to obtain any consent,  approval,  waiver,
authorization  or permit  of,  or to make any  filing  or  registration  with or
notification  to  ("Consents"),  any  court,  agency  or  commission,  or  other
governmental entity,  authority or instrumentality,  whether domestic or foreign
("Governmental  Authority"),  or any  third  party,  except  for (i)  applicable
require-  ments,  if any, of the HSR Act and the  Competition  Laws and (ii) the
Consents set forth in Section 6.5(c) of the Seller Disclosure Schedule.

     (d)  Except  as set  forth  in  Section  6.5(d)  of the  Seller  Disclosure
Schedule, none of the Permits will lapse, terminate or expire as a result of the
performance of this Agreement by Seller and the Company or the  consummation  of
the transactions con- templated hereby.

            Section 6.6  Absence of Litigation.

     (a) Except as set forth in Section  6.6(a) of the Seller  Disclosure  Sche-
dule, (i) there is no claim,  action,  suit,  proceeding or investigation of any
kind whatsoever,  at law or in equity (including actions or proceedings  seeking
injunctive  relief),  by or before  any  Governmental  Authority  ("Litigation")
pending  or, to the  knowledge  of each of Seller  and the  Company,  threatened
against Seller, the Company or any Affiliated Entity or af- fecting any of their
respective  properties  or  assets,  and  none of  Seller,  the  Company  or any
Affiliated  Entity is a party or subject to, or in default under,  any judgment,
order or decree of any Governmental Authority.

     (b) To the  knowledge  of  each of  Seller  and  the  Company,  none of the
Litigation set forth in Section  6.6(a) of the Seller  Disclosure  Schedule,  if
adversely deter- mined, or the judgments, orders or decrees, in each case as set
forth in Section 6.6(a) of the Seller Disclosure Schedule,  (i) has had or could
reasonably be expected to have a Material  Adverse  Effect on the Company,  (ii)
could  impair  Seller's or the  Company's  ability to perform  their  respective
obligations hereunder or to consummate the transactions contem- plated hereby or
(iii) could impair the ability of the Company or any  Affiliated  Entity to con-
duct their respective  businesses  after the Closing Date in  substantially  the
manner as they are now being conducted.

     Section 6.7 Related Party Agreements. Except as set forth in Section 6.7 of
the Seller Disclosure Schedule, no current or former director, executive officer
or  stock-  holder of the  Company  or any  Affiliated  Entity is a party to any
agreement,  arrangement,  contract  or  other  commitment  (the  "Related  Party
Agreements") to which the Company or


                                      31
<PAGE>

     any Material Affiliate is a party or by or to which any of their respective
properties or assets is bound or subject,  or to the knowledge of each of Seller
and the Company, has a material interest in any agreement, arrangement, contract
or  other  commitment,  property  or  asset  (real  or  personal),  tangible  or
intangible,  owned by, used in or  pertaining  to the business of the Company or
any Affiliated Entity.

     Section 6.8 Permits;  Compliance with Laws. The Company and each Affiliated
Entity  possesses all franchises,  grants,  authorizations,  licenses,  permits,
easements, variances, exemptions,  consents, certificates,  approvals and orders
necessary to own,  lease and operate its  properties  and assets and to carry on
its  business  as it is now being  conducted  (other than those  required  under
Environmental Laws, which are governed by Section 6.13 hereof), other than those
that are not  material to the  operation  of the business of the Company and the
Affiliated Entities  considered as a whole  (collectively,  the "Permits"),  and
there is no claim, action, suit,  proceeding or investigation pending or, to the
knowledge of each of Seller and the Company,  threatened regarding suspension or
cancellation of any such Permits.  Section 6.8 of the Seller Disclosure Schedule
sets forth a true,  correct and com- plete list of all such  Permits.  Except as
set forth in Section 6.8 of the Seller Disclosure Schedule,  each of the Company
and the  Affiliated  Entities  is,  and  has  been  since  January 1,  1993,  in
compliance  in all  material  respects  with  such  Permits  and  with  all Laws
applicable  to it or by or to which any of its  properties or assets is bound or
subject (other than (i) Envi- ronmental Laws, which are governed by Section 6.13
hereof,  (ii) ERISA and other Laws re- garding employee  benefit matters,  which
are  governed by Section 6.11  hereof,  (iii) Labor Laws,  which are governed by
Section  6.16  hereof,  and (iv) Tax Laws,  which are  governed by Section  6.20
hereof).

     Section 6.9 Financial Statements/Undisclosed Liabilities/Receivables.

     (a) The Company has delivered to Acquiror true and complete  copies of: (i)
the audited combined balance sheets of the Company and the Combined  Entities as
of December 31,  1995,  December 31, 1994 and December 31, 1993, and the audited
combined  statements of operations  and retained  earnings and cash flows of the
Company and the Combined  Entities for each of the fiscal years then ended,  all
certified  by the  Company's  independent  auditors,  Ernst & Young  LLP,  whose
reports thereon are included therewith;  and (ii) the unaudited combined balance
sheets of the Company and the  Combined  Entities as of June 30, 1996 and August
31, 1996, respectively,  and the unaudited combined statements of operations and
retained  earnings of the Company and the  Combined  Entities for the six- month
period  ended June 30, 1996 and the  eight-month  period  ended  August 31, 1996
(col- lectively, such audited and unaudited financial statements are referred to
herein  as  the  "Financial  Statements").  Each  of  the  Financial  Statements
(including  any related notes there- to) has been  prepared in  accordance  with
GAAP  consistently  applied  throughout the periods  involved  (except as may be
indicated  therein or in the notes thereto and, as to the  Financial  Statements
referred to in clause (ii) above,  except as set forth in Section  6.9(a) of the
Seller Disclosure Schedule) and fairly presents the combined financial position,
results of operations and cash flows of the Company and the Combined Entities as
of the dates or for the periods


                                      32
<PAGE>

     indicated  therein,  subject,  in  the  case  of  the  unaudited  financial
statements,  to normal and recurring  year-end audit adjustments (which are not,
individually  or in the  aggregate,  materi- al to the Company and the  Combined
Entities) and the absence of footnote disclosure. The unaudited combined balance
sheet of the Company and the Combined Entities as of August 31, 1996 included in
the Financial  Statements is herein  referred to as the "Balance  Sheet".  Since
December 31, 1994, neither the Company nor any of the Combined Entities has made
any  material  change in the  accounting  practices  or policies  applied in the
preparation of its financial statements.

     (b) The Company has delivered to Acquiror true and complete  copies of: (i)
the unaudited combined balance sheets of the Related Entities as of December 31,
1995,  December  31, 1994 and  December 31,  1993,  and the  unaudited  combined
statements of operations and retained  earnings of the Related Entities for each
of the fiscal years then ended,  certified by the Chief Financial Officer of the
Company;  and (ii) the unaudited combined balance sheets of the Related Entities
as of  June 30,  1996 and  August  31,  1996,  respectively,  and the  unaudited
combined  statements of operations and retained earnings of the Related Entities
for the six-month  period ended June 30, 1996 and the  eight-month  period ended
August 31, 1996 (collectively,  such unaudited financial statements are referred
to here- in as the "Related Entity Financial  Statements").  Each of the Related
Entity  Financial  State-  ments  has been  prepared  in  accordance  with  GAAP
consistently  applied  throughout the peri- ods involved (except as set forth in
Section 6.9 of the Seller Disclosure  Schedule) and fairly presents the combined
financial  position and results of operations of the Related  Entities as of the
dates or for the  periods  indicated  therein,  subject to normal and  recurring
year-end audit  adjustments  (which are not,  individually  or in the aggregate,
material to the Related Entities) and the absence of footnote disclosure.  Since
December 31, 1995, none of the Related  Entities has made any material change in
the accounting practices or policies applied in the preparation of its financial
statements.
     (c) Since December 31, 1995,  neither the Company nor any Affiliated Entity
has incurred any liability or  obligation  (whether  direct or indirect,  fixed,
contingent  or  otherwise)  other  than (i) such as have been  reflected  on the
Balance Sheet in accordance with GAAP consistently applied and (ii) such as have
been incurred in the ordinary course  of business  consistent with past practice
since  August 31, 1996 and none of which  represent  contingent  liabilities  in
excess of $100,000  individually  or $500,000  in the  aggregate.  Except as set
forth in Section 6.9(c) of the Seller Disclosure Schedule, the reserves for such
liabilities and obligations reflected on the Balance Sheet are adequate.

     (d)  Except  as set  forth  in  Section  6.9(d)  of the  Seller  Disclosure
Schedule,  all accounts  receivable and notes  receivable of the Company and the
Affiliated  Entities  have arisen from bona fide  transactions  in the  ordinary
course of business consistent with past practice and are current and collectible
net of any  reserves  reflected  on  the  Balance  Sheet  (which  reserves  were
determined in accordance with GAAP consistent with past prac- tice).



                                      33
<PAGE>

     (e) Section 6.9(e) of the Seller Disclosure  Schedule sets forth a true and
complete list of all  derivative  securities and similar  financial  instruments
owned by the Company or any of the Affiliated Entities.

     Section 6.10 Absence of Certain  Changes or Events.  Except as set forth in
Section 6.10 of the Seller Disclosure Schedule, since December 31, 1995, (a) the
Company and each of the Material  Affiliates  has conducted its business only in
the  ordinary  course of business  consistent  with past  practice  and has made
efforts consistent with past practice to preserve each of its relationships with
timeshare exchange members and subscribers and resort and condominium developers
and owners, (b) there has not occurred, nor has there been any condition, event,
circumstance,  change or effect that has had or would  reasonably be expected to
have,  a Material  Adverse  Effect on the  Company and the  Affiliated  Entities
considered  as a whole,  and (c) none of the  Company  or any of the  Affiliated
Entities has taken any of the following actions:

     (i) declared, set aside or paid any dividend or other distribution (whether
in cash,  securities or property or any  combination  thereof) in respect of any
class or series of its  capital  stock;  except  (A) in the  ordinary  course of
business among the Company and the Affiliated  Entities pursuant to their normal
cash management practices and (B) cash dividends by the Company to Seller during
1996 as set forth in Section 6.10 of the Seller Disclosure Schedule;

     (ii) adjusted,  split,  combined,  subdivided or reclassified any shares of
its capital stock, as the case may be, or any option,  warrant or right relating
thereto;

     (iii) (A) sold,  leased,  transferred  or otherwise  disposed of any of its
properties,  assets or rights,  other than  transfers of  properties,  assets or
rights for fair value in the ordinary  course of business  consistent  with past
practice  in an amount not to exceed  $250,000  individually  or $500,000 in the
aggregate, (B) permitted, allowed or suffered any of its properties or assets to
be subjected to any Lien,  restriction  or charge  other than  Permitted  Liens,
except for such Liens set forth in Section 6.14 or 6.15 of the Seller Disclosure
Schedule,  or  (C) acquired  or leased  any  properties,  assets or rights in an
amount not to exceed $250,000 individually or $500,000 in the aggregate, in each
case,  other  than  purchases  and  sales of  Liquid  Securities  and  Long-Term
Securities in the ordinary course of business consistent with past practice;

     (iv) created, incurred, assumed or guaranteed (A) any Indebted- ness or (B)
any other liability or obligation  other than in the ordinary course of business
consistent with past practice;

     (v) paid,  discharged  or satisfied  any claim,  encumbrance,  liability or
obligation (whether absolute,  accrued, contingent or otherwise, and whether due
or to become due),  other than the payment,  discharge  or  satisfaction  in the
ordinary course

                                      34
<PAGE>

     of business  consistent  with past practice of liabilities  and obligations
that were  actually due and payable and are  reflected  on the Balance  Sheet or
incurred in the ordinary course of business  consistent with past practice since
the date thereof;

     (vi) changed any of the accounting or tax principles,  practices or methods
used by the Company or any of the  Affiliated  Entities,  failed to maintain the
ac- counts,  books and records of the Company or any of the Affiliated  Entities
in the usual,  regular and ordinary  manner on a basis  consistently  applied or
caused or permitted to terminate the status as an S  Corporation  of the Company
or any Affiliated Entity that is an S Corporation.

     (vii) made any material change in its working capital  practices from those
in effect  from the  beginning  of fiscal  1995  through the date of the Balance
Sheet, including the payment of payables and the collection of receivables; and

     (viii) made or  authorized  any capital  expenditures  or commit-  ment for
capital  expenditures,  except for (A) capital  expenditures on items other than
the BPR Project in the ordinary course of business consistent with past practice
not in excess of $250,000  individually or $1,000,000 in the aggregate,  and (B)
capital expenditures set forth on Schedule V hereto relating to the BPR Computer
Project.

            Section 6.11  Employee Benefit Plans; ERISA.

     (a) Section 6.11 of the Seller  Disclosure  Schedule  sets forth a true and
complete  list of each bonus,  deferred  compensation,  incentive  compensation,
stock purchase,  stock option,  severance or termination pay, hospitalization or
other medical,  life or other  insurance,  supplemental  unemployment  benefits,
profit-sharing,  pension or retirement plan, program,  agreement or arrangement,
and each other  employee  benefit  plan,  program,  agree- ment or  arrangement,
sponsored,  maintained or contributed to or required to be contributed to by the
Company or any Affiliated  Entity or by any ERISA Affiliate,  for the benefit of
any employee or former  employee of the Company or any Affiliated  Entity or any
ERISA Affili- ate, whether formal or informal other than any such plan, program,
agreement or arrange- ment sponsored, maintained or mandated by any governmental
authority  outside the United  States of America  (collectively,  the  "Plans").
Section 6.11(a) of the Seller Disclosure Sche- dule identifies each of the Plans
that is an "employee  benefit plan",  as that term is defined in Section 3(3) of
ERISA (such  plans being  hereinafter  referred  to  collectively  as the "ERISA
Plans").  Except  as set  forth in  Section  6.11(a)  of the  Seller  Disclosure
Schedule,  neither the Company nor any Affiliated Entity nor any ERISA Affiliate
has any formal plan or commit- ment to create any  additional  Plan or modify or
change any existing  Plan in a way that would affect any employee or  terminated
employee of the Company or any Affiliated Entity or any ERISA Affiliate.



                                      35
<PAGE>

     (b) With respect to each of the Plans,  the Company has delivered (or prior
to Closing will deliver) to Acquiror true,  correct and complete  copies of each
of the following documents:

     (i) the Plan (including all amendments thereto);

     (ii) the annual report, if required under ERISA, for each of the last three
years;

     (iii) the actuarial  report,  if required under ERISA, for each of the last
three years;

     (iv) the most recent Summary Plan  Description,  together with each Summary
of Material  Modifications,  required  under ERISA,  and all  material  employee
communications relating to such Plan;

     (v) if the  Plan is  funded  through  a trust  or any  third-party  funding
agreement, a copy of the current trust or other funding agreement (including all
amendments thereto) and the latest financial statements thereof;

     (vi) all current  contracts  relating to the Plan with respect to which the
Company or any Affiliated  Entity or any ERISA Affiliate may have any liability,
including insurance contracts,  investment management  agreements,  subscription
and partic- ipation agreements and record-keeping agreements; and

     (vii)  the most  recent  determination  letter  received  from the IRS with
respect to each Plan that is intended to be qualified  under  Section 401 of the
Code.

     (c) No liability  under Title IV of ERISA has been  incurred by the Company
or any  Affiliated  Entity or any ERISA  Affiliate  since the effective  date of
ERISA that has not been satisfied in full, and no condition exists that presents
a risk to the  Company  or any  Affiliated  Entity  or any  ERISA  Affiliate  of
incurring a liability under Title IV of ERISA, other than liability for premiums
due the Pension Benefit Guaranty  Corporation ("PBGC") (which premiums have been
paid when due). To the extent this representation  applies to Section 4064, 4069
or 4204 of Title IV of  ERISA,  it is made not only  with  respect  to the ERISA
Plans,  but also with  respect to any Plan subject to Title IV of ERISA to which
the  Company  or any  Affiliated  Entity or any  ERISA  Affiliate  made,  or was
required to make, contributions during the six-year period ending on the Closing
Date.

     (d) The PBGC has not instituted any proceeding to terminate any ERISA Plan,
and no condition  exists which presents a risk that any such  proceeding will be
instituted.



                                      36
<PAGE>

     (e)  Except  as set  forth in  Section  6.11(e)  of the  Seller  Disclosure
Schedule, no ERISA Plan is subject to Title IV of ERISA.

     (f) Neither the Company nor any Affiliated  Entity nor any ERISA  Affiliate
nor any  ERISA  Plan,  nor any  trust  created  thereunder  nor any  trustee  or
administra-  tor thereof,  has engaged in a transaction in connection with which
the Company,  any Affiliated  Entity,  any ERISA Affiliate or any ERISA Plan, or
any such trust or any trustee or  administrator  thereof,  or any party  dealing
with any  ERISA  Plan or any such  trust,  could be  subject  to  either a civil
penalty  assessed  pursuant  to Section  409 or 502(i) of ERISA or a tax imposed
pursuant to Section 4975 or 4976 of the Code.

     (g) Full  payment  has been made of all  amounts  that the  Company  or any
Affiliated  Entity or any ERISA  Affiliate is required to pay under the terms of
each  ERISA  Plan  and  Section  412 of the  Code as of the last day of the most
recent Plan year thereof ended prior to the date of this Agreement, and all such
amounts  properly  accrued  through the Closing Date with respect to the current
Plan year  thereof  will be paid by the  Company  or the  applicable  Affiliated
Entity on or prior to the  Closing  Date or will be prop- erly  recorded  in the
Company's  combined  financial  statements in accordance with GAAP; and no ERISA
Plan or any trust established  thereunder has incurred any "accumulated  funding
deficiency"  (as  defined in Section  302 of ERISA and Section 412 of the Code),
whether or not waived, as of the last day of the most recent fiscal year of each
ERISA  Plan ended  prior to the date of this  Agreement;  and all  contributions
required to be made with respect thereto  (whether  pursuant to the terms of any
ERISA Plan or otherwise) on or prior to the Closing Date have been timely made.

     (h) With  respect to each of the ERISA Plans that is subject to Title IV of
ERISA,  the present value of accrued  benefits  under such Plan,  based upon the
actuarial  assumptions  used for funding  purposes in the most recent  actuarial
report prepared by such Plan's actuary with respect to such Plan, did not, as of
its latest  validation date, exceed the then current value of the assets of such
Plan allocable to such accrued benefits.

     (i) No ERISA  Plan is a  "multiemployer  plan," as such term is  defined in
Section  3(37) of  ERISA,  nor is any ERISA  Plan a plan  described  in  Section
4063(a) of ERISA.

     (j) Each Plan has been created,  operated and  administered in all material
respects in accordance with its terms and in compliance  with  applicable  laws,
including, but not limited to, ERISA and the Code.

     (k) (i) Each  ERISA  Plan that is  intended  to be  "qualified"  within the
meaning of Section 401(a) of the Code is so qualified and the trusts  maintained
thereunder  are exempt from taxation  under Section 501(a) of the Code; and (ii)
each Plan that is intended to satisfy the  requirements of Section  501(c)(9) of
the Code has so satisfied such requirements.
 
                                      37
<PAGE>


     (l) Except as set forth in Section 6.11(l) of the Seller  Disclosure  Sche-
dule, no Plan provides benefits, including death or medical benefits (whether or
not insured),  with respect to current or former employees of the Company or any
Affiliated  Entity or any  ERISA  Affiliate  beyond  their  retirement  or other
termination of service (other than coverage  mandated by applicable  Laws),  and
neither the Company nor any Affiliated  Entity nor any ERISA  Affiliate has ever
represented,  promised or contracted  (whether in oral or written form) that any
employee or group of employees  would be provided  with any such  benefits  upon
their retirement or termination of employment.

     (m)  Except  as set  forth in  Section  6.11(m)  of the  Seller  Disclosure
Schedule, neither the execution and delivery of this Agreement by Seller and the
Company nor the  performance by Seller and the Company of this Agreement nor the
consummation  of the  transactions  contemplated  hereby  will (i)  entitle  any
current or former director, officer or employee of the Company or any Affiliated
Entity or any ERISA Affiliate to severance pay, unemployment compensation or any
other payment from the Company or any  Affiliated  Entity,  (ii) accelerate  the
time of payment or vesting,  or increase the amount of compensation due any such
director, officer or employee, or (iii) result in any prohibited transaction de-
scribed  in  Section  406 of ERISA  or  Section  4975 of the  Code for  which an
exemption is not available.

     (n) Each Plan that is not  subject to Title I of ERISA  pursuant to Section
4(b)(4) of ERISA (the "Foreign Plans") is in compliance in all material respects
with all laws,  regulations  and rules  applicable  thereto  and the  respective
requirements  of the  governing  documents  for such Plan.  With respect to each
Foreign  Plan that is  required  to be funded  through a trust or other  funding
vehicle,  the aggregate  liabilities  of the accrued  benefits do not exceed the
fair market value of the assets held in the trust of other  funding  vehicle for
such Plan. The aggregate unfunded liabilities with respect to each Foreign Plan,
after giving effect to any reserves for such  liabilities,  will not result in a
material  liability to the Company or the  Affiliated  Entities  considered as a
whole.

            Section 6.12  Contracts.

     (a) The number of fully paid  Members as of December  31, 1995 set forth in
the Combined Statement of Key Operating Statistics,  as audited by the Company's
independent  public  accountants,  was  2,048,804.  To the  knowledge of each of
Seller and the Company, there has not been a material reduction in the number of
Members since Decem- ber 31, 1995.

     (b) Section 6.12(b) of the Seller Disclosure Schedule sets forth a true and
complete list of all agreements,  arrangements, contracts and commitments (other
than such agreements,  arrangements,  contracts and other  commitments  among or
between one or more of the Company and any Affiliated  Entity,  on the one hand,
and the  resort  and  condominium  developers  and  owners,  on the other  hand,
(collectively,  the  "Developer  Con-  tracts"))  to which  the  Company  or any
Material Affiliate is a party or by or to which any of
 
                                      38
<PAGE>

     their  respective  properties  or assets is bound or  subject  (the  "Other
Contracts" and, together with the Developer Contracts,  the "Contracts"),  other
than such  Other  Contracts  as (i) (A) may be  terminated  at any time  without
penalty by the Company or each Material  Affiliate  party thereto upon notice of
90 days or less or (B)  involve  aggregate  obligations  of the  Company  or any
Material  Affiliate in any future  twelve-month  period of $50,000 or less; (ii)
are Plans listed in Section 6.11(a) of the Seller Disclosure Schedule; (iii) are
Related  Party  Agreements  listed  in  Section  6.7  of the  Seller  Disclosure
Schedule;  or (iv) are Leases listed in Section 6.15(b) of the Seller Disclosure
Schedule.  Each  Contract  is in full  force  and ef- fect and is the  valid and
binding  obligation  of the Company or the  Material  Affiliate  party  thereto.
Except as set forth in Section 6.12(b) of the Seller Disclosure  Schedule,  none
of the Company or any Material  Affiliate or, to the knowledge of each of Seller
and the  Company,  any other party  thereto is in breach of or in default in any
material  respect under any of the  Contracts,  and no event has occurred  that,
with the passage of time or the giving of notice, or both, would constitute such
a breach or  default.  Except as set forth in  Schedule  6.12(b)  of the  Seller
Disclosure  Schedule,  neither the Company nor any Material Affiliate is a party
to, nor are any of their respective properties or assets bound by or subject to,
any agreement,  arrangement,  contract or other commitment,  including,  without
limitation,  any covenant not to compete or other  restrictive  covenant,  which
purports to limit in any respect the  manner,  or the  localities,  in which the
Company or any Material Affiliate is entitled to conduct all or
any portion of its business.

            Section 6.13  Environmental Matters.

     (a)  Except  as set  forth in  Section  6.13(a)  of the  Seller  Disclosure
Schedule,  the Company and each of the Affiliated  Entities are in compliance in
all material respects with all applicable  Environmental  Laws (which compliance
includes,  but is not limited to, the  possession by the Company and each of the
Affiliated  Entities  of  all  permits  and  other  governmental  authorizations
required under applicable  Environmental Laws, and compliance with the terms and
conditions thereof).

     (b)  Except  as set  forth in  Section  6.13(b)  of the  Seller  Disclosure
Schedule,  there is no Environmental  Claim pending or, to the knowledge of each
of Seller and the Company,  threatened that would have a Material Adverse Effect
on the Company or any of the  Affiliated  Entities.  To the knowledge of each of
Seller  and the  Company  after due  inquiry,  there  have been no  Releases  of
Hazardous  Materials  on,  beneath or  adjacent  to any  property  currently  or
formerly  owned,  operated,  or leased by the  Company or any of the  Affiliated
Entities in quantities sufficient to form the basis for an Environmental Claim.

     (c) Seller and the Company have  delivered or otherwise  made available for
inspection  to Acquiror  true,  complete  and correct  copies and results of any
reports,  studies,  analyses,  tests or monitoring possessed or initiated by the
Company or any of the Affiliated  Entities pertaining to Hazardous Materials in,
on, beneath or adjacent to any property currently or formerly owned, operated or
leased by the Company or any of the
 
                                      39
<PAGE>

     Affiliated Entities, or regarding the Company's or such Affiliated Entity's
compliance with applicable Environmental Laws.

     (d) No Lien  imposed  by any  governmental  agency in  connection  with the
presence of any Hazardous  Materials is currently  outstanding  on any property,
facility, machinery or equipment owned, operated or leased by the Company or any
of the Affiliated Entities.

            Section 6.14  Personal Property.

     (a) Except as set forth in  Section  6.14 of the  Seller  Disclosure  Sche-
dule, the Company or one of the Affiliated Entities has good and valid title to,
or a valid and enforceable right to use, all personal property (whether tangible
or intangible)  reflected on the Balance Sheet or acquired by the Company or any
Affiliated  Entity since August 31, 1996 (except such  personal  property as has
been  disposed of in the ordinary  course of busi- ness),  free and clear of any
and all Liens except Permitted Liens.

     (b) As of December 31, 1995, Resort Capital  Corporation held approximately
$2.2  million  of  timeshare  receivables  and  other  net  assets  of less than
$500,000.

            Section 6.15  Real Property.

     (a) Section 6.15 of the Seller  Disclosure  Schedule  sets forth a true and
complete list of all real property to which the Company or any Affiliated Entity
has legal or equitable title (the "Owned Realty") or in which the Company or any
Affiliated  Entity has a valid and  subsisting  leasehold or other interest (the
"Leased  Realty"),  and sets forth for each such Owned Realty and Leased  Realty
the title or interest held by the Company or any  Affiliated  Entity.  All title
insurance  policies issued to the Company or any Affiliated Entity are listed in
Section 6.15(a) of the Seller Disclosure Schedule and true, correct and complete
copies of such policies have been furnished to Acquiror.

     (b) The Company or the Affiliated  Entity, as the case may be, set forth on
Section 6.15(a) as the owner of a particular  piece of the Owned Realty has good
and  marketable  fee title to such Owned  Realty,  free and clear of any and all
Liens (except Per- mitted Liens and the leases, subleases,  rights of parties in
possession,  easements and en-  croachments  set forth in Section 6.15(b) of the
Seller Disclosure Schedule).

     (c) The Company and each Material Affiliate set forth on Section 6.15(a) as
the  lessee  of a  particular  piece of  Leased  Realty  possesses  a valid  and
subsisting  leasehold or other  interest in such Leased  Realty  pursuant to the
leases  or  other  instruments  set  forth  in  Section  6.15(c)  of the  Seller
Disclosure Schedule (the "Leases"),  free and clear of any and all Liens (except
Permitted Liens and the subleases,  rights of parties in posses- sion, easements
and encroachments set forth in Section 6.15(c) of the Seller Disclosure Sche-

 
                                      40
<PAGE>

     dule).  Each Lease of the Company and each  Material  Affiliate  is in full
force and effect,  and is the valid and binding obligation of each party thereto
in  accordance  with its  terms,  and there is not under any Lease any  existing
default by the Company or any Material Affiliate or, to the knowledge of each of
Seller and the Company, any other party thereto, or, to the knowledge of each of
Seller and the Company,  any  condition or event which,  with notice or lapse of
time or both, would constitute such a default.

     (d) To the knowledge of each of Seller and the Company,  (i) all structures
and  equipment  material to the  operations  of the  Company and the  Affiliated
Entities  considered  as a whole  owned,  leased or used by the  Company  or any
Material   Affiliate  in  the  conduct  of  their   respective   businesses  are
structurally  sound and are in good and normal  operating  condition  and repair
(ordinary  wear and tear excepted) and are ade- quate for the uses to which they
are  being  put and (ii)  none of such  structures  or  equipment  is in need of
maintenance or repairs except for ordinary, routine maintenance and repairs that
are not material in nature or cost.

     Section  6.16 Labor  Matters.  Except as set forth in  Section  6.16 of the
Seller Disclosure Schedule, (a) neither the Company nor any Affiliated Entity is
a party to (i) any collective bargaining agreement or similar agreement with any
labor  organization  or employee  association,  (ii) any other written  contract
concerning  employment  or  (iii) to the  knowledge  of each of  Seller  and the
Company,  any binding oral contract concerning employ- ment; (b) no grievance or
arbitration  proceeding  arising  out of or under any  collective  bar-  gaining
agreement  is pending,  and, to the  knowledge of each of Seller and the Company
after due inquiry,  no such  grievance or proceeding is threatened  and no claim
therefor  exists;  (c) since January 1, 1993,  there has not been,  nor is there
pending or, to the knowledge of each of Seller or the Company,  threatened,  (i)
any labor  dispute  between the Company or any  Affiliated  Entity and any labor
organization, or any strike, slowdown,  jurisdictional dispute, work stoppage or
other similar organized labor activity  involving any employee of the Company or
any Affiliated  Entity or affecting the Company or any Affiliated Entity or (ii)
any union organizing or election activity  involving any employee of the Company
or any Affiliated Entity; (d) each of the Company and the Affiliated Entities is
and has been since January 1,  1993 in compliance in all material  respects with
all federal,  state,  local and for- eign laws regarding  labor,  employment and
employment  practices,  conditions  of  employ-  ment,  occupational  safety and
health, and wages and hours, including any bargaining or other obligations under
the National Labor Relations Act  (collectively,  "Labor Laws"); (e) neither the
Company nor any Affiliated  Entity is engaged in any unfair labor practice,  and
there is no unfair labor practice charge pending or, to the knowledge of each of
Seller or the Company,  threatened  against the Company or any Affiliated Entity
before the National Labor Relations Board or other Governmental  Authority;  (f)
to the knowledge of each of Seller and the Company, no union claims to represent
any of the  employees  of the  Company  or  any  Affiliated  Entity;  (g) to the
knowledge  of each of  Seller  and the  Company,  neither  the  Company  nor any
Affiliated  Entity  has  received  notice  of the  intent  of  any  Governmental
Authority  responsible  for the  enforcement  of any  Labor  Law to  conduct  an
investigation  with  respect to or  relating  to the  Company or any  Affiliated
Entity, and no such investigation is in 

<PAGE>

     progress;  (h) there  exists no  pending  or, to the  knowledge  of each of
Seller and the Compa-  ny,  threatened  lawsuit,  administrative  proceeding  or
investigation  between the Company or any  Affiliated  Entity and any current or
former  director,  officer or employee of the Company or any Affiliated  Entity,
including  any claim for  wrongful  termination,  breach of  express  or implied
contract of employment or for violation of equal  employment  opportunity  laws;
and (i) since the enactment of the Worker Adjustment and Retraining Notification
Act of 1988 (the "WARN Act"),  neither the Company nor any Affiliated Entity has
effectuated  (i) a "plant  closing" (as defined in the WARN Act)  affecting  any
site of employment or one or more  facilities or operating units within any site
of  employment  or facility of the  Company or any  Affiliated  Entity or (ii) a
"mass  layoff" (as defined in the WARN Act)  affecting any site of employment or
facility of the Company or any Affiliated Entity without complying with the WARN
Act;  nor  has  the  Company  or any  Affiliated  Entity  been  affected  by any
transaction  or engaged in any layoff or employment  termination of employees of
the  Compa-  ny or  any  Affiliated  Entity  sufficient  in  number  to  trigger
application of any similar  foreign,  state or local law without  complying with
any such law.

     Section 6.17  Insurance  Policies.  Section  6.17 of the Seller  Disclosure
Schedule sets forth a true and complete list of policies of fire, medical, life,
liability,  libel and other forms of insurance  with respect to the  properties,
assets, directors, officers, em- ployees, business and operations of the Company
and each Material Affiliate. Such policies insure against such risks, casualties
and  contingencies and of such types and amounts as are appropriate for the size
and  scope  of the  respective  businesses  of the  Company  and  each  Material
Affiliate as they are now being conducted. Each such policy is in full force and
effect,  and is the valid and binding  obligation of the Company or the Material
Affiliate  party  thereto;  all premiums due and payable for such  policies have
been timely paid; and all such policies (or extensions, renewals or replacements
thereof on  comparable  terms) in such amounts will be  outstanding  and in full
force and effect without interruption until the Closing.

     Section  6.18  Intellectual  Property.  Either  the  Company  or one of the
Affiliated  Entities  owns  or has a  valid  and  enforceable  right  to use all
copyrights,  trade  names,  trademarks,  service  marks,  service  names,  trade
secrets,  designs,  licenses,  patents and other  intellectual  property rights,
including, without limitation, know-how (whether related to any of the foregoing
or  otherwise)  (including  pending  applications  for  any  of  the  foregoing)
(collectively,  "Intellectual Property"), used in or necessary to the conduct by
the Company and each Affiliated  Entity of their  respective  businesses as they
are now being con- ducted.  Section 6.18 of the Seller Disclosure  Schedule sets
forth a true and  complete  list of the  Intellectual  Property  material to the
Company and the Affiliated Entities considered as a whole,  identifies the owner
thereof,  the  right to use or other  interest  therein  of the  Company  or any
Affiliated  Entity,   and,  with  respect  to  each   registration,   grant  and
application,  the jurisdiction and record owner thereof.  Except as set forth in
Section  6.18 of the Seller Di- sclosure  Schedule,  neither the Company nor any
Affiliated  Entity is a licensor  or  licensee  in  respect of any  Intellectual
Property. Except as set forth in Section 6.18 of the Seller Disclosure Schedule,
there is no claim, action, suit, proceeding or investigation presently
 
                                      42
<PAGE>

     pending,  nor, since  January 1,  1993,  has there been any claim,  action,
suit,  proceeding or  investigation  made or, to the knowledge of each of Seller
and the  Company,  threatened,  nor, to the  knowledge of each of Seller and the
Company,  is there any basis for any valid claim,  action,  suit,  proceeding or
investigation  that (a) the operations of the Company or any  Affiliated  Entity
infringe  upon or conflict with the rights of any other person in respect of any
Intellectual   Property  or  (b)  any   Intellectual   Property  is  invalid  or
unenforceable.

     Section 6.19 Bank Accounts; Powers of Attorney.  Section 6.19 of the Seller
Disclosure  Schedule sets forth (a) the names and locations of all banks,  trust
companies,  sav- ings and loan associations and other financial  institutions at
which the Company and each Material Affiliate has accounts or safe-deposit boxes
and the  names of all  persons  authorized  to draw  thereon  or to have  access
thereto and (b) the names of all  persons  having  powers of  attorney  from the
Company and each  Material  Affiliate  and, in each case, a summary of the terms
thereof.

            Section 6.20  Taxes.

     (a) The Company and the Affiliated  Entities  listed in Section  6.20(a) of
the Seller Disclosure  Schedule are small business  corporations and have had in
effect  since  the dates  shown in  Section  6.20(a)  of the  Seller  Disclosure
Schedule valid  elections to be treated as "S"  corporations  for federal income
tax purposes  under the Code and in the States listed in Section  6.20(a) of the
Seller  Disclosure  Schedule,  and neither the Company nor Seller nor any of the
Affiliated Entities has taken or caused or permitted to be taken any action that
would have  caused a  termination  of such S elections  for any period.  Each of
Resort Condominiums International De Mexico, S. De R.L. De C.V. and RCI Brazilia
Ltda.  is a  Mexican  entity  and a  Brazilian  entity,  respectively,  that  is
characterized as a partnership for U.S. federal income tax purposes.

     (b)  Except  as set  forth in  Section  6.20(b)  of the  Seller  Disclosure
Schedule:

     (i) Each of the Company and the Affiliated Entities has (x) duly and timely
filed or caused  to be filed or there  have been  filed on its  behalf  with the
appropri- ate  Governmental  Authorities all Tax Returns required to be filed by
it, and all such Tax Re- turns are true,  correct  and  complete  and (y) timely
paid or there  have been paid on its  behalf  all Taxes due or claimed to be due
from it by any taxing authority;

     (ii) None of the Company or any of the Affiliated  Entities has violated or
is in violation of any applicable Law relating to the payment and withholding of
Taxes (including, without limitation,  withholding of Taxes pursuant to Sections
1441  and 1442 of the Code or  similar  provisions  under  any  foreign  Law and
withholding of Taxes in respect of employee wages).  Each of the Company and the
Affiliated  Entities  has,  within the time and within the manner  prescribed by
Law, withheld and paid over to the proper

 
                                      43
<PAGE>

     Governmental  Authorities all amounts required to be withheld and paid over
under all applicable Laws;

     (iii) There are no Liens for Taxes upon the Company Shares or the assets or
properties of the Company or any of the Affiliated Entities except for statutory
liens for Taxes not yet due;

     (iv) There are no outstanding  waivers or comparable Consents regarding the
application  of the  statute  of  limitations  with  respect to any Taxes or Tax
Returns of the Company or any of the Affiliated Entities;

     (v) Neither the Company nor any of the Affiliated Entities has requested an
extension  of time within  which to file any Tax Return in respect of any fiscal
year which has not since been filed;

     (vi) No federal,  state,  local or foreign audits or other adminis- trative
proceedings have been formally commenced or are presently pending with regard to
any Taxes or Tax Returns of Seller  (insofar  as such Tax Returns  relate to the
Company or any of the Affiliated Entities), the Company or any of the Affiliated
Entities,  and no noti- fication has been received by the Seller, the Company or
any of the Affiliated Entities that such an audit or other proceeding is pending
or  threatened  with  respect  to any  Taxes  due  from  or with  respect  to or
attributable to the Company or any of the Affiliated  Entities or any Tax Return
filed by or with respect to the Company or any of the Affiliated Entities;

     (vii) Since January 1,1990,  none of the Company,  the Seller or any of the
Affiliated Entities has made a change in accounting  methods,  received a ruling
from any taxing authority or signed an agreement with any taxing authority which
could have an adverse effect on the Company or any of the Affiliated Entities;

     (viii) None of the Company, the Seller or any of the Affiliated Entities is
required to include in income any  adjustment  pursuant to Section 481(a) of the
Code or any similar  provision of foreign,  state or local Law, by reason of the
voluntary change in accounting method (nor has any taxing authority  proposed in
writing any such adjustment or change of accounting method);

     (ix)  Except as set forth in Section  6.20(b) of the  Seller  Disclo-  sure
Schedule,  neither the Company nor any of the Affiliated Entities is a party to,
is bound  by,  or has any  obligation  under,  any Tax  sharing  agreement,  Tax
indemnification  agreement  or  similar  contract  or  arrangement.  None of the
Company,  the Seller or any of the Affiliated Entities is aware of any potential
liability or  obligation  to any Person as a result of, or pursuant to, any such
agreement, contract or arrangement;

     (x) No power of attorney has been granted by or with respect to the Company
or any of the Affiliated Entities with respect to any matter relating to Taxes;
 
                                      44
<PAGE>


     (xi) Neither the Company nor any of the  Affiliated  Entities is a party to
any agreement, plan, contract or arrangement that could result, separately or in
the  aggregate,  in the payment of any "excess  parachute  payments"  within the
meaning of Section 280G of the Code;

     (xii) Since January 1, 1990, no closing agreement  pursuant to Section 7121
of the Code (or any  predecessor  provision)  or any  similar  provision  of any
state,  local or foreign  Law has been  entered  into by or with  respect to the
Company or any of the Affiliated Entities;

     (xiii) Neither the Company nor any of the  Affiliated  Entities has filed a
consent pursuant to Section 341(f) of the Code (or any predecessor provision) or
agreed to have  Section  341(f)(2)  of the Code  apply to any  disposition  of a
"subsection  (f) asset" (as such term is  defined  in Section  341(f)(4)  of the
Code) owned by the Company or any of the Affiliated Entities;

     (xiv) Except as set forth in Section  6.20(b)(xiv) of the Seller Disclosure
Schedule,  neither  the  Company  nor  any of the  Affiliated  Entities  has any
liability for Taxes of another Person by contract or otherwise;

     (xv)  Neither the Company nor any of the  Affiliated  Entities has or could
have any  liability for Taxes under or as a result of Section 482 of the Code or
any similar provision of state, local or foreign Law; and

     (xvi) The Company and each of the  Affiliated  Entities  have filed all Tax
Returns in accordance with all written  franchise,  license and other agreements
entered into by any of them.

     (xvii) Neither the Company nor any of the Affiliated  Entities is a passive
foreign investment company, personal holding company or foreign personal holding
company or is subject to the accumulated earnings tax.

     (c) All material elections with respect to Taxes of the Company and each of
the  Affiliated  Entities  made  since  January 1, 1990 are set forth in Section
6.20(b) of the Seller Disclosure Schedule.

     (d)  The  Company  and  each of the  Affiliated  Entities  have  previously
delivered or made available to Acquiror complete and accurate copies of each of:
(i) all audit reports,  letter rulings,  technical advice memoranda  relating to
United States federal,  state,  local and foreign Taxes due from or with respect
to the Company or any of the Affiliated Entities, (ii) United States federal Tax
Returns,  and those state,  local or foreign Tax Returns filed by the Company or
any of the Affiliated Entities,  and (iii) any closing agreements en- tered into
by the Company or any of the  Affiliated  Entities with any taxing  authority in
each case  existing on the date hereof.  The Company and each of the  Affiliated
Entities will

 
                                      45
<PAGE>

     deliver to Acquiror all  materials  with respect to the  foregoing  for all
matters arising after the date hereof.

            Section 6.21  Developers/Suppliers.

     (a) To the  knowledge  of  each of  Seller  and the  Company,  no  Material
Developer has (i) given notice to Seller,  the Company or any Affiliated  Entity
that it intends to terminate its relationship with the Company or any Affiliated
Entity,  as the case may be, or (ii)  threatened  in  writing to  terminate  its
relationship  with the Company or any Affiliated  Entity, as the case may be. To
the knowledge of each of Seller and the Company, no Material Developer is likely
to pursue a course of action having either the purpose or effect of  terminating
its relationship  with the Company or any Affiliated  Entity if the transactions
contemplated by this Agreement are consummated.

     (b) Section 6.21(b) of the Seller Disclosure  Schedule sets forth a list of
all suppliers of the Company and each  Affiliated  Entity to whom the Company or
such Affiliated  Entities have made net payments in excess of $1,000,000  during
the fiscal year ended  December 31, 1995 and the dollar  amount of payments made
to each such  supplier in such fiscal year.  To the  knowledge of each of Seller
and the  Company,  no supplier  required to be listed in Section  6.21(b) of the
Seller  Disclosure  Schedule has (i) given notice to Seller,  the Company or any
Affiliated Entity that it intends to terminate its relationship with the Company
or any Affiliated  Entity,  as the case may be, or (ii) threatened in writing to
termi- nate its relationship  with the Company or any Affiliated  Entity, as the
case may be. To the  knowledge  of each of Seller and the  Company,  no supplier
required to be listed in Section  6.21(b) of the Seller  Disclosure  Schedule is
likely to  pursue a course of action  having  either  the  purpose  or effect of
terminating its  relationship  with the Company or any Affiliated  Entity if the
transactions contemplated by this Agreement are consummated.

     Section  6.22  Acquisition  of the Acquiror  Common  Stock for  Investment;
Securities  Act.  Seller is not  acquiring  the shares of Acquiror  Common Stock
constituting  the Common  Stock  Consideration  with any  present  intention  of
distributing  or selling  such shares in  violation  of federal,  state or other
securities laws. Seller agrees that it will not sell, transfer,  offer for sale,
pledge,  hypothecate or otherwise dispose of the shares of Acquiror Common Stock
constituting the Common Stock  Consideration in violation of any federal,  state
or other securities laws. Seller  acknowledges that the Acquiror Common Stock is
subject to market and other conditions beyond the control of Acquiror and agrees
that  neither  Acquiror  nor any of its agents,  representatives,  employees  or
affiliates  has or shall have any  liability  or  responsibility  whatsoever  to
Seller on any basis (including,  without limitation,  in contract or tort, under
federal or state  securities  laws, or  otherwise),  except as and to the extent
expressly  set forth  herein and  subject to the  limitations  and  restrictions
contained herein.

     Section 6.23 Timeshare  Exchange  Business.  The Company and the Affiliated
Entities are the only entities  under the control,  directly or  indirectly,  of
Seller that carry on
 
                                      46
<PAGE>

     or are involved in the worldwide  condominium and resort timeshare exchange
business, subscription business, travel business and other related businesses.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES
                                   OF ACQUIROR

     Acquiror  hereby  represents and warrants to Seller and the Company as fol-
lows:

            Section 7.1  Authority; Binding Effect.

     (a) Acquiror has all requisite  corporate power and corporate  authority to
execute and deliver this Agreement,  to perform its obligations hereunder and to
consum- mate the transactions  contemplated hereby. The execution,  delivery and
performance  of  this  Agreement,  and  the  consummation  of  the  transactions
contemplated  hereby  have been duly  authorized  by the Board of  Directors  of
Acquiror.  No other corporate action on the part of Acquiror or its stockholders
is required to authorize the execution, delivery and performance hereof, and the
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly  executed and delivered by Acquiror and  constitutes  the valid and binding
obliga- tion of Acquiror,  enforceable  against  Acquiror in accordance with its
terms,   except  that  such  enforcement  may  be  subject  to  any  bankruptcy,
insolvency, reorganization,  moratorium or other laws now or hereafter in effect
relating to or limiting  creditors'  rights generally and the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable  defenses  and to  the  discretion  of  the  Court  before  which  any
proceedings therefor may be brought.

     Section 7.2 Organization. Acquiror is a corporation duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease and operate all of its
properties and assets and to conduct its business as it is now being conducted.

     Section 7.3 SEC Documents and Other  Reports.  Acquiror has filed all docu-
ments  required to be filed by it with the SEC since January 1995 (the "Acquiror
SEC  Documents").  As of their  respective  dates,  the Acquiror  SEC  Documents
complied in all material respects with the requirements of the Securities Act or
the Exchange  Act, as the case may be, and none of the  Acquiror  SEC  Documents
contained  any  untrue  statement  of a  material  fact or  omitted to state any
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The consolidated  financial  statements of Acquiror included in the
Acquiror SEC  Documents  complied as to form in all material  respects  with the
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect thereto, have

 
                                      47
<PAGE>

     been prepared in accordance with GAAP (except, in the case of the unaudited
statements,  as  permitted  by  Form  10-Q  of  the  SEC)  consistently  applied
throughout the periods  involved  (except as may be indicated  therein or in the
notes thereto) and fairly present the consolidated  financial position,  results
of operations and cash flows of Acquiror and its consolidated subsidiaries as of
the dates or for the  periods  indicated  therein,  subject,  in the case of the
unaudited  statements,  to normal  year-end  audit  adjustments  (which are not,
individually  or in the  aggregate,  material  to  Acquiror)  and the absence of
footnote  disclosure.  Since December 31, 1994, Acquiror has not made any change
in the  accounting  practices  or  policies  applied in the  preparation  of its
financial statements.

            Section 7.4  Capitalization.

     (a) Acquiror's  authorized  capitalization  is as set forth in the Acquiror
SEC Documents.  All of Acquiror's issued and outstanding  capital stock has been
duly autho- rized, validly issued and is fully paid and nonassessable.

     (b) The shares of  Acquiror  Common  Stock to be issued to Seller have been
duly and  validly  authorized  for  issuance by Acquiror  and  Acquiror  has the
corporate  power and  authority to issue,  sell and deliver the Acquiror  Common
Stock to be issued by it  hereunder;  and,  when the  Acquiror  Common  Stock is
issued and  delivered  to Seller  against  payment  therefor as provided by this
Agreement,  the shares of Acquiror Common Stock issued to Seller  hereunder will
have been validly issued, fully paid and nonassessable, and the issuance of such
shares will not be subject to any preemptive or similar rights.

     (c) The  shares  of  Acquiror  Common  Stock to be  issued to Seller at the
Closing  will be duly  approved  for  listing on the NYSE,  subject to  official
notice of issuance.

            Section 7.5  No Violation; Consents and Approvals.

     (a) The  execution  and delivery of this  Agreement by Acquiror do not, and
the  performance  of this  Agreement  by Acquiror  and the  consummation  of the
transac-  tions  contemplated  hereby will not, (i) conflict with or violate the
certificate of incorporation or by-laws, in each case as currently in effect, of
Acquiror, (ii) conflict with or violate any Laws applicable to Acquiror or by or
to which any of its properties or assets is bound or subject, or (iii) result in
any breach of, or constitute a default (or an event that with notice or lapse of
time or both would  constitute a default)  under, or give to others any right of
termination,  amendment,  acceleration  or  cancellation  of, or require payment
under, or result in the creation of a Lien on any of the properties or assets of
Acquiror  under,  any  material  note,  bond,  mortgage,  indenture,   contract,
agreement, arrangement, commitment, lease, li- cense, permit, franchise or other
instrument or obligation to which Acquiror is a party or by or to which Acquiror
or any of its  properties  or  assets  is bound or  subject,  except  where  the
conflict,  violation,  breach, default,  termination,  amendment,  acceleration,
cancellation,  requirement  or creation  would not  prevent or delay  Acquiror's
ability to consummate the transactions contemplated hereby.
 
                                      48
<PAGE>


     (b) The  execution  and delivery of this  Agreement by Acquiror do not, and
the  performance  by  Acquiror of this  Agreement  and the  consummation  of the
transac- tions  contemplated  hereby,  will not,  require Acquiror to obtain any
Consents from any  Governmental  Authority,  or any third party,  except for (i)
applicable  requirements,  if any, of the HSR Act or the Competition  Laws, (ii)
required  filings  under the  Exchange  Act,  (iii) the filing and approval of a
listing  application  with the NYSE  relating to the shares of  Acquiror  Common
Stock constituting the Common Stock  Consideration and (vi) the giving of notice
to Acquiror's lenders under Acquiror's existing credit facility.

     Section 7.6 Acquisition of Shares for Investment. Acquiror is not acquiring
the  Company  Shares or the  Affiliate  Shares  with any  present  intention  of
distributing  or selling  such shares in  violation  of federal,  state or other
securities  laws.  Acquiror  agrees that it will not sell,  transfer,  offer for
sale,  pledge,  hypothecate  or otherwise  dispose of the Company  Shares or the
Affiliate Shares in violation of any federal, state or other securities laws.

                                  ARTICLE VIII

                                    COVENANTS

            Section 8.1  Access to Information; Confidentiality.

     (a) Prior to the execution of this Agreement,  Acquiror,  its  accountants,
counsel and advisers have reviewed and investigated financial, tax and operating
data and other  information  with  respect  to the  Company  and the  Affiliated
Entities, and their offices,  facilities,  assets, properties,  employees, books
and records,  for the purpose of confirming the accuracy of the  representations
and warranties of Seller and the Company  contained in this  Agreement.  Neither
that review and  investigation  by Acquiror,  nor any review and investi- gation
made hereafter  pursuant to Section 8.1(c),  shall affect any  representation or
warranty made by Seller or the Company hereunder.

     (b)  Notwithstanding  any other  information or documents made available to
Acquiror, its accountants, counsel or advisers, Seller and the Company shall not
be deemed to have made to Acquiror  any  representation  or warranty  other than
those  expressly made in Article VI; and neither Seller nor the Company shall be
deemed to have made any  representation  or warranty to Acquiror with respect to
any projections, estimates or budgets delivered to or made available to Acquiror
relating to future  revenues,  future  expenses,  future  results of operations,
future  developer  affiliations  or future  Members,  or, except as set forth in
Article VI, any other forward-looking data.

     (c) During the period from the date of this  Agreement  through the Closing
Date,  Seller and the  Company  shall  permit,  and shall  cause the  Affiliated
Entities  to permit,  Acquiror  and its  advisors,  accountants,  attorneys  and
representatives to have access,
 
                                      49
<PAGE>

     during regular business hours and upon reasonable  notice,  to the offices,
facilities, assets, properties,  employees, books and records of the Company and
the  Affiliated  Entities,  and  shall  furnish,  or cause to be  furnished,  to
Acquiror,  such  financial,  tax and operating data and other  information  with
respect to such  entities  and their  respective  offices,  facilities,  assets,
properties,  employees, businesses and operations as Acquiror shall from time to
time  reasonably  request.  Acquiror shall hold, and shall cause its Affiliates,
advisors,  accountants,  attorneys and  representatives  to hold, any non-public
information  so provided to Acquiror by or on behalf of Seller or the Company in
connection with the transactions contemplated by this Agreement in confidence in
accordance with the provisions of the Confidentiality Agree- ment.

     Section 8.2 Conduct of  Business.  Except as  expressly  permitted  by this
Agreement or with the prior written consent of Acquiror,  during the period from
the date of this  Agreement  to the Closing  Date,  the Company  shall,  and the
Company and Seller shall cause each  Affiliated  Entity to, conduct its business
only in the ordinary course  consistent with past practice and the Company shall
use its  reasonable  best  efforts,  and Seller and the Company shall cause each
Affiliated  Entity to use its reasonable  best efforts,  to preserve  intact its
present  business  organization,  keep  available  the  services  of its present
officers and  employees and preserve its current  relationships  with resort and
condominium owners and developers, timeshare subscribers and Members, licensors,
licensees,  customers,  suppliers,  employees  and any  others  having  business
dealings  with them.  Without  limiting the general- ity of the  foregoing,  and
except as otherwise  expressly set forth in Section 8.2 of the Seller Disclosure
Schedule,  during the period from the date of this Agreement through the Closing
Date,  the Company shall not, and Seller and the Company shall cause each of the
Affiliated  Entities not to, and for purposes of Section 8.2(a)  hereof,  Seller
shall not, without the prior written consent of Acquiror:

     (a)  except  as set  forth  in  Section  8.16,  amend  the  certificate  of
incorporation or by-laws or comparable  organizational  documents of the Company
or any Affiliated Entity;

     (b) issue, reissue, sell, deliver, transfer, repurchase, redeem, acquire or
pledge or  authorize  or  propose  the  issuance,  reissuance,  sale,  delivery,
transfer,  repur- chase, redemption,  acquisition or pledge of shares of capital
stock of any class or series,  or any securities  convertible into capital stock
of any class or series,  or grant or enter into any rights,  warrants,  options,
agreements or commitments  with respect to the issuance of such capital stock or
convertible  securities or amend any terms of any such right,  warrant,  option,
agreement or commitment;

     (c) declare, set aside or pay any dividend or other distribution (wheth- er
in cash,  securities or property or any  combination  thereof) in respect of any
class or series of its capital stock;  except in the ordinary course of business
among the  Company and the  Affiliated  Entities  pursuant to their  normal cash
management practices;
 
                                      50
<PAGE>

     (d) adjust,  split,  combine,  subdivide  or  reclassify  any shares of its
capital  stock,  as the case may be, or any  option,  warrant or right  relating
thereto;

     (e)  (i)  sell,  lease,  transfer  or  otherwise  dispose  of  any  of  its
properties,  assets or rights, other than (x) transfers of properties, assets or
rights for fair value in the ordinary  course of business  consistent  with past
practice  in an amount not to exceed  $250,000  individually  or $500,000 in the
aggregate and (y) the transfer of the real property on which the Woodview  Trace
building  is situated to Seller  pursuant  to Section 5.4 hereof;  (ii)  permit,
allow or suffer any of its  properties  or assets to be  subjected  to any Lien,
restriction  or charge  other than  Permitted  Liens,  except for such Liens set
forth  in  Section  6.14 or 6.15 of the  Seller  Disclosure  Schedule;  or (iii)
acquire  or lease any  properties,  assets or rights in an amount  not to exceed
$250,000 individually or $500,000 in the aggregate;

     (f) create,  incur,  assume or guarantee (i) any  Indebtedness  or (ii) any
other liability or obligation, not in the ordinary course of business consistent
with past practice;

     (g)  pay,  discharge  or  satisfy  any  claim,  encumbrance,  liability  or
obligation (whether absolute,  accrued, contingent or otherwise, and whether due
or to become due),  other than the payment,  discharge  or  satisfaction  in the
ordinary  course of business  consistent  with past practice of liabilities  and
obligations  that are actually due and payable and are  reflected on the Balance
Sheet or  incurred  in the  ordinary  course of  business  consistent  with past
practice since the date thereof;

     (h) change any of the  accounting or tax  principles,  practices or methods
used by the Company or any of the  Affiliated  Entities,  fail to  maintain  the
accounts,  books and records of the Company or any of the Affiliated Entities in
the usual,  regular and ordinary manner on a basis consistently applied or cause
or permit to  terminate  the status as an S  Corporation  of the  Company or any
Affiliated  Entity  that is listed on Section  6.20(a) of the Seller  Disclosure
Schedule as an S Corporation;

     (i) make any material change in its working capital practices from those in
effect from the beginning of fiscal 1995 through the date of the Balance  Sheet,
including the payment of payables and the collection of receivables;

     (j)  except  as set  forth  on  Section  8.2(j)  of the  Seller  Disclosure
Schedule,  run any  promotions not  consistent  with past practice,  provide any
special financial  arrangements to developers or owners associations or make any
change to past practice that reduce  assets other than Cash and  Equivalents  or
increase liabilities at Closing;

     (k) enter into, amend or supplement any employment,  severance, termination
or other agreement or employee benefit plan, including any of the Plans, or make
any change in the compensation,  severance or termination benefits payable or to
become  payable  to  any  of  its  officers,  directors,  employees,  agents  or
consultants (other than planned
 
                                      51
<PAGE>

     annual  increases in the rates of  compensation  to  employees  who are not
officers or  directors  or  Affiliates  of the Company or any of the  Affiliated
Entities in the  ordinary  course of  business  consistent  with past  practice,
provided such increases are disclosed to Acquiror in advance);

     (l)  enter  into,  adopt,  amend or  terminate  any  collective  bargaining
agreement;

     (m) make any payments (other than regular  compensation payable to officers
and employees of the Company or the Affiliated  Entities in the ordinary  course
of  business   consistent  with  past  practice),   loans,   advances  or  other
distributions to, or enter into any transaction,  agreement or arrangement with,
any  of  its  Affiliates,  officers,  directors,  partners,  employees,  agents,
consultants, stockholders or their Affiliates, associates or family members;

     (n)  acquire  by  merging  or  consolidating   with,  or  by  purchasing  a
substantial  portion of the assets or securities of, or by any other manner, any
corporation, partnership, joint venture or other entity;

     (o) make or authorize any capital  expenditures  or commitment  for capital
expenditures,  except for (i) capital  expenditures  on items other than the BPR
Project in the ordinary course of business  consistent with past practice not in
excess of $250,000 individually or $1,000,000 in the aggregate, and (ii) capital
expenditures  set  forth on  Schedule  V  hereto  relating  to the BPR  Computer
Project;

     (p) settle or compromise  any Tax  liability or agree to any  adjustment of
any Tax attribute or make any election with respect to its Taxes;

     (q)  fail to duly  and  timely  file any Tax  Return  with the  appropriate
Governmental  Authorities  required  to be filed by it in a true,  complete  and
correct form or to timely pay all Taxes shown to be due thereon;

     (r) (i) except in the  ordinary  course of  business  consistent  with past
practice and  involving  liabilities  or  obligations  not in excess of $250,000
individually  or $500,000 in the aggregate,  enter into, or amend,  terminate or
waive any right under,  any contract,  any agreement or arrangement or (ii) take
any action or fail to take any action  that,  with or without  either  notice or
lapse of time or both, would constitute a default under any contract,  agreement
or arrangement;

     (s) fail to maintain or renew (at levels consistent with presently existing
levels) any policy of insurance listed on Section 6.17 of the Seller  Disclosure
Schedule  or  terminate  or amend or fail to perform any of its  obligations  or
permit any default to exist or cause any material breach under,  any such policy
of insurance, or enter into
 
                                      52
<PAGE>

     (except for renewals in the  ordinary  course of business  consistent  with
past practice), any policy of insurance;

     (t) dispose of or permit to lapse any rights to any Intellectual  Property;
or

     (u) enter into any  agreement,  commitment or  transaction  with respect to
taking  any of  the  foregoing  actions  or  any  action  that  would  make  any
representation  or warranty  contained in this Agreement  untrue or incorrect or
which could  reasonably be expected to prevent the satisfaction of any condition
to Closing set forth in Article IX hereof or to  otherwise  prevent or delay the
consummation of the transactions contemplated by this Agreement.

     Section  8.3  Reasonable  Best  Efforts.  Upon the terms and subject to the
conditions of this  Agreement,  each of Acquiror,  Seller and the Company agrees
to, and Seller and the Company  agree to cause each of the  Affiliated  Entities
to, use its reasonable best efforts to take, or cause to be taken,  all actions,
and to do, or cause to be done, all things necessary,  proper or advisable under
applicable Laws to consummate and make effec- tive the transactions contemplated
by this Agreement as promptly as practicable  (including  satisfaction,  but not
waiver, of the conditions to Closing set forth in Article IX hereof).

            Section 8.4  Consents.

     (a) Without  limiting  the  generality  of Section 8.3 hereof,  each of the
parties hereto shall use its  reasonable  best efforts to obtain all Consents of
all third parties and Governmental  Authorities necessary in connection with the
consummation  of the  transactions  contemplated  by this Agreement prior to the
Closing,  including,   without  limitation,  all  Consents  required  under  all
Subscription  Agreements between Seller, on the one hand, and the Company or one
of the Affiliated Entities,  on the other hand. Notwith- standing the foregoing,
neither  Acquiror  nor Seller  shall have any  obligation  to pay any fee to any
third party (which does not include filing or other fees payable to Governmental
Authorities)  for the purpose of obtaining any Consent or any costs and expenses
of any third party  resulting from the process of obtaining such Consents.  Each
of the parties hereto shall make or cause to be made all filings and submissions
under  laws  and  regulations  applicable  to it as  may  be  required  for  the
consummation of the transactions contemplated by this Agreement.

     (b) Each of the parties shall consult,  coordinate and cooperate with other
parties  hereto in  exchanging  such  information  and  assistance as any of the
parties hereto may  reasonably  request in connection  with the foregoing.  Each
party shall  promptly  provide any  necessary  information  with respect to, and
provide  the  other  copies  of,  all  filings  made  by  such  party  with  any
Governmental  Authority  or any other  information  supplied  by such party to a
Governmental Authority in connection with this Agreement and the transac-
 
                                      53
<PAGE>

     tions  contemplated  by this  Agreement.  Each party hereto shall  promptly
inform the other of any communication from any Governmental  Authority regarding
any of the  transactions  contemplated  by  this  Agreement.  If  any  party  or
Affiliate  thereof receives a request for additional  information or documentary
material from any such  Governmental  Authority with respect to the transactions
contemplated by this  Agreement,  then such party will endeavor in good faith to
make, or cause to be made, as soon as reasonably  practicable  and after consul-
tation with the other party,  an  appropriate  response in compliance  with such
request.  In  addition,  no party  hereto  shall take any action  after the date
hereof that could  reasonably be expected to materially  delay the obtaining of,
or result  in not  obtaining,  any  permission,  approval  or  consent  from any
Governmental Authority necessary to be obtained prior to Closing.

     (c)  Notwithstanding  the  foregoing,  nothing in this  Agreement  shall be
deemed  to  require  any  party  hereto  to enter  into any  agreement  with any
Governmental  Authority or to consent to any order, decree or judgment requiring
such party to hold,  separate or divest,  or to restrict the dominion or control
of such party or any of its Affiliates  over,  any of the assets,  properties or
businesses of such party or its Affiliates in existence on the date hereof.

     Section  8.5  Antitrust  Notification.  Each of the  parties  shall use its
respective  reasonable  best  efforts  to obtain all  authorizations  or waivers
required  under  the  HSR  Act  and  the  Competition  Laws  to  consummate  the
transactions  contemplated  hereby,  including,  without limitation,  making all
filings required in connection therewith.

     Section 8.6 No  Solicitation.  During the period from the date hereof until
the earlier of the Closing Date or termination of this Agreement, each of Seller
and the Compa- ny shall not, and shall cause the Affiliated Entities and each of
their respective officers, directors,  Affiliates,  representatives,  agents and
employees not to, directly or indirectly,  en- courage, solicit,  participate in
or  initiate  discussions  or  negotiations  with,  or  furnish  or  cause to be
furnished any information  concerning the business,  properties or assets of the
Company or the  Affiliated  Entities  to, any person or group of persons  (other
than   Acquiror   or  its   direc-   tors,   officers,   employees,   agents  or
representatives)  concerning any merger,  business  combination,  joint venture,
sale of material assets,  sale of shares of stock or other equity  securities or
any similar  transaction or proposal therefor involving the Company,  any of the
Affiliated  Entities or the Timeshare Exchange Business.  Seller and the Company
shall imme-  diately  notify  Acquiror of any such  discussion,  negotiation  or
request  for  information  with  respect  to  any  of  the  foregoing   proposed
transactions,  shall provide Acquiror with a true,  correct and complete copy of
any written  request or other proposal,  and all related docu- ments,  and shall
keep  Acquiror  fully  informed of the status and details of any such request or
other proposal. Each of Seller and Acquiror represents and warrants that no such
discussions are ongoing.

     Section 8.7 Further Assurances. From and after the Closing Date, Seller and
the Company  shall take all such action as may be  necessary or  appropriate  in
order to carry

 
                                      54
<PAGE>

     out the  purposes of this  Agreement or to vest the Company with full title
to all property and rights of the Company and the Affiliated Entities.

     Section 8.8 Notification of Certain  Matters.  Seller and the Company shall
give prompt  notice to Acquiror and Acquiror  shall give prompt notice to Seller
and  the  Company  of  the  occurrence,  or  non-occurrence,  of any  event  the
occurrence or  non-occurrence  of which would be reasonably  likely to cause (i)
any representation or warranty of Seller,  the Company or Acquiror,  as the case
may be, contained in this Agree- ment to be untrue or inaccurate in any material
respect at or prior to the Closing or (ii) Seller,  the Company or Acquiror,  as
the case may be, to fail to comply with or satisfy in any  material  respect any
covenant,  condition  or  agreement  to be  complied  with  or  satisfied  by it
hereunder;  provided,  however, that the delivery of any notice pursuant to this
Section 8.8 shall not limit or otherwise affect the remedies available hereunder
to the party receiving such notice.

            Section 8.9  Certain Tax Matters

     (a) S Corporation  Status.  Seller, the Company and the Affiliated Entities
shall  maintain  the status of the  Company and each  Affiliated  Entity that is
listed on Section 6.20(a) of the Seller Disclosure  Schedule as an S corporation
as an S corporation for federal income Tax purposes through the Closing Date.

     (b) Section 338(h)(10) Elections.

     (i) With  respect to the  Company and each  Affiliated  Entity that is an S
Corporation  for  federal  and state  income  tax  purposes,  each of Seller and
Acquiror shall jointly make the election  provided for by Section  338(h)(10) of
the  Code  and  Section  1.338(h)(10)-1  of the  Treasury  Regulations  and  any
comparable   election   under  state  or  local  tax  law   (collectively,   the
"Elections").  As soon as  practicable  after the Closing,  with respect to each
Election,  Seller and Acquiror  shall mutually  prepare a Form 8023-A,  with all
attach- ments, and Seller shall sign such Form 8023-A. Also, Acquiror and Seller
shall  cooperate with each other to take all actions  necessary and  appropriate
(including filing such additional forms, returns, elections, schedules and other
documents  as may be  required  to  effect  and  preserve  timely  Elections  in
accordance  with  the  provisions  of  Section  1.338(h)(10)-1  of the  Treasury
Regulations (or any comparable provisions of state or local tax law) or any suc-
cessor provisions).

     (ii) Acquiror  shall not make or permit to be made an election  pursuant to
Section  338(g) of the Code with respect to the stock of RCI Europe,  any of its
subsidiaries  or any other  Affiliated  Entity which was a  "controlled  foreign
corporation"  within the meaning of Section 957 of the Code prior to the Closing
Date.

 
                                      55
<PAGE>

     (c) Preparation and Filing of Tax Returns; Payment of Taxes.

     (i) Seller, the Company and the Affiliated  Entities shall prepare and file
or cause to be prepared  and filed (at  Seller's  cost and  expense  and, to the
extent  permissible  under  applicable  Law,  in a manner  consistent  with past
practice) on a timely basis all U.S. federal and state income Tax Returns of the
Company and each of the  Affiliat-  ed Entities  that is an S  Corporation  or a
partnership  for income tax purposes for all Pre-Clos- ing Periods  ("Seller Tax
Returns");  provided,  however,  that Seller shall  cooperate with Acquiror with
respect to  reporting  any items  giving rise to  Acquiror  Taxes (as defined in
subparagraph  (e)(iii)(C)  of this  Section 8.9) on such Seller Tax Returns and,
provided  further,  that no later than ten days  before the due date  (including
extensions)  of any  Seller  Tax  Return,  Seller  shall  provide or cause to be
provided to Acquiror,  for Acquiror's  review, a copy of such Seller Tax Return.
If any such  Seller  Tax  Return  includes  an item  which  could give rise to a
liability for Acquiror  Taxes or any other Taxes for which  Acquiror is or could
be liable pursuant to this Agreement,  Seller shall not file any such Seller Tax
Return without the prior written approval of Acquiror with respect to such item,
which approval shall not unreasonably be withheld.  If Acquiror does not approve
any such Seller Tax Return,  the manner of reporting  any disputed item shall be
resolved  by an  independent  accounting  firm  mutually  chosen by  Seller  and
Acquiror,  and the Seller Tax Returns shall be filed or, if necessary,  amended,
in accordance  with the decision of such  independent  accounting  firm.  Seller
shall pay all Taxes due and  payable as a result of the income on the Seller Tax
Returns;  provided,  however,  that  Acquiror  shall deliver to Seller the funds
necessary  for Seller to pay any Acquiror  Taxes no later than the later of five
days after Seller  delivers to Acquiror copies of Tax Returns showing the amount
of Acquiror Taxes owed or five days before such payments are due.

     (ii) Acquiror shall cause the Company and each of the  Affiliated  Entities
to prepare  and file on a timely  basis all Tax  Returns of the Company and each
Affiliated Entity other than those Tax Returns provided for in Section 8.9(c)(i)
hereof.  Subject  to  Section  8.9(e)  hereof,  Acquiror  shall pay or cause the
Company and each of the Affiliated Entities to pay all Taxes shown to be due and
payable thereon.

     (iii) Seller and Acquiror shall cooperate, and shall cause their respective
officers,  employees,  agents,  auditors and  representatives  to cooperate,  in
preparing  and filing the Tax Returns of the Company and each of the  Affiliated
Entities,  including  maintaining and making available to each other all records
necessary  in  connection  with Taxes  payable with respect to such Tax Returns.
Seller shall have the right to review all Tax Returns  prepared by Acquiror with
respect to Pre-Closing Periods and Straddle Periods, and Acquiror shall not file
such Tax Returns  without the prior  written  consent of Seller,  which  consent
shall not unreasonably be withheld.

     (d) Transfer and Similar Taxes. Notwithstanding any other provision of this
Agreement to the contrary,  Seller shall assume and promptly pay all sales, use,
privi- lege, transfer,  documentary, gains, stamp, duties, recording and similar
Taxes and fees
 
                                      56
<PAGE>

     (including any penalties, interest and additions to such fees) imposed upon
any party incurred in connection  with any of the  transactions  contemplated by
this Agreement  (collectively,  the "Transfer Taxes"),  and Seller shall procure
any stock transfer  stamps  required by, and accu- rately file all necessary Tax
Returns and other  documentation  with  respect to, any Transfer  Tax.  Acquiror
shall  reimburse  Seller for fifty  percent  (50%) of the amount of the Transfer
Taxes.

                  (e)  Tax Indemnification.

     (i) To the extent that any of the following  Damages exceed $1,000,000 plus
the amount of any unused  Indemnity  Credit  (the "Tax  Basket"),  Seller  shall
indemnify,  defend and hold harmless the Acquiror Group from and against any and
all  Damages  asserted  against,  resulting  to,  imposed on or  suffered by the
Acquiror Group, or any member of the Acquiror Group, directly or indirectly,  by
reason of or  resulting  from (A) except as  provided in  subparagraph  (iii)(C)
below,  any and all Taxes other than U.K.  Taxes imposed upon any of the Company
or the  Affiliated  Entities (x) with respect to any taxable period ending on or
before the Closing Date (such Taxes (excluding  Acquiror Taxes and UK Taxes) are
hereinafter  referred to as "Pre-Closing Taxes" and such periods as "Pre-Closing
Periods")  and (y) with  respect  to any  taxable  period  beginning  before the
Closing  Date and ending  after the  Closing  Date (such  Taxes are  hereinafter
referred to as "Straddle Taxes" and such periods as "Straddle Periods") but only
with respect to the portion of such  Straddle  Period ending on the close of the
Closing Date and in the manner provided in Section  8.9(e)(iv)  hereof;  (B) the
breach of any  representation  made pursuant to Section 6.20 hereof; and (C) any
and all Taxes  imposed  upon the Company or any  Affiliated  Entity  pursuant to
Treasury Regulation  1.1502-6 or comparable  provision under state or local law.
For purposes of the foregoing,  if a Tax imposed upon an Affiliated Entity for a
Pre-Closing Period or for the pre-closing portion of any Straddle Period results
in a Tax Benefit for another  Affiliated Entity for a Pre-Closing  Period or for
the  pre-closing  portion of any Straddle  Period,  any  obligation of Seller to
indemnify  the Acquiror  Group  pursuant to this Section 8.9 shall be reduced by
the amount of such Tax  Benefit to the extent  that such Tax Benefit is Actually
Realized.

     (ii) Without  limiting the generality of Section  8.9(e)(i)  above,  Seller
shall indemnify,  defend,  and hold harmless the Acquiror Group from and against
any and all Damages asserted against,  resulting to, imposed on, suffered by the
Acquiror  Group,  or any one of them,  directly or  indirectly,  by reason of or
resulting  from (A) the failure of any of the  Company or any of the  Affiliated
Entities  referred  to in Section  6.20(a)  hereof to be S  corporations  or the
termination  of the  status of the  Company  or any of the  Affiliated  Entities
referred to in Section 6.20(a) hereof as S corporations, (B) except for Acquiror
Taxes,  the  imposition  of any Taxes on the Company  for any taxable  period in
which the Company's  election of  subchapter S status was in effect  (including,
but not limited to, those taxes  described in Section 1375 of the Code),  or (C)
the imposition of any Taxes on the Company or any of the Affiliated  Entities as
a result of the Election other than Acquiror Taxes.

 
                                      57
<PAGE>


     (iii) Acquiror shall  indemnify,  defend and hold harmless the Seller Group
from and against any and all Damages, asserted against, resulting to, imposed on
or suffered by the Seller Group, or any one of them, directly or indirectly,  by
reason of or resulting from any and all Taxes imposed upon the Company or any of
the Affiliated  Entities with respect to (A) any taxable period  beginning after
the Closing Date (such Taxes are hereinafter referred to as "Post-Closing Taxes"
and such periods as  "Post-Closing  Peri- ods"),  (B) any Straddle Taxes for any
Straddle  Period,  but only with respect to the portion of such Straddle  Period
beginning  the day after the  Closing  Date and in the  manner  provided  for in
Section 8.9(e)(iv) and (C) federal, state and local income Taxes incurred by the
Company under Section 1374(a) of the Code and attributable to assets held by the
Company for the first taxable year for which an S election was in effect for the
Company and which are held by the Company at the Closing ("Acquiror Taxes").

     (iv) For purposes of determining the amount of Taxes for or which relate to
a Straddle  Period,  the Closing Date shall be treated as the last day of a tax-
able  period,  and the portion of any such Tax that is  allocable to the taxable
period that is so deemed to end on and include the Closing Date: (A) in the case
of Taxes that are either (x) based upon or related to income or  receipts or (y)
imposed in connection  with any sale,  transfer,  assignment or  distribution of
property (real or personal,  tangible or  intangible),  shall be deemed equal to
the amount  which  would be payable if the period for which such Tax is assessed
ended on and included the Closing Date, determined,  to the extent permissi- ble
under applicable laws, in a manner which is consistent with Seller's  accounting
practices and business  operations  as in effect prior to the Closing Date,  and
(B) in the cases of Taxes other than Taxes described in clause (A) hereof, shall
be  computed on a per diem basis  determined,  to the extent  permissible  under
applicable  laws,  in a manner  which is  consistent  with  Seller's  accounting
practices and business operations as in effect prior to the Closing Date.

     (v) If a notice of deficiency, proposed adjustment, adjustment, assessment,
audit, examination, suit, dispute or other claim (a "Tax Claim") shall be deliv-
ered,  sent,  commenced,  or  initiated  to or against the Company or any of the
Affiliated  Entities by any taxing authority with respect to Taxes for which one
party to this Agreement is entitled to  indemnification  from another party, the
Company or Affiliated  Entity shall promptly notify Seller in writing of the Tax
Claim.  If a Tax  Claim  with  respect  to Taxes  for  which  one  party to this
Agreement is entitled to indemnification  from another party shall be delivered,
sent,  commenced  or  initiated  to or against  Seller by any taxing  authority,
Seller shall promptly notify Acquiror in writing of such Tax Claim.

     (vi) Seller may,  upon timely  notice to  Acquiror,  assume and control the
defense of a Tax Claim involving only Pre-Closing Taxes at Seller's own cost and
expense and with Seller's own counsel and Acquiror and its  Affiliates  agree to
cooperate  with Seller in pursuing such contest.  If Seller elects to assume the
defense  of any  such  Tax  Claim,  notwithstanding  anything  to  the  contrary
contained  herein,  (A) Seller shall  consult with  Acquiror and shall not enter
into any settlement with respect to any such Tax Claim without Acquiror's prior

 
                                      58
<PAGE>

     written consent if the effect of such  settlement  would be to increase the
liability  for Taxes of the Company or any of the  Affiliated  Entities  for any
Post-Closing  Period,  which consent  shall not  unreasonably  be withheld;  (B)
Seller shall keep  Acquiror in- formed of all material  developments  and events
relating to such Tax Claim; and (C) at its own cost and expense,  Acquiror shall
have the right to  participate  in (but not to control)  the defense of such Tax
Claim.

     (vii) In connection with the contest of any Tax Claim that re- lates to (A)
any Post-Closing Period, (B) any Straddle Period, (C) any Acquiror Taxes and (D)
any Tax Claim that Seller has the  ability to control but does not timely  elect
to control pursuant to Section  8.9(e)(vi),  such contest shall be controlled by
Acquiror,  and Seller agrees to cooperate  with  Acquiror and its  Affiliates in
pursuing such contest.  In connection with any such contest that relates to (B),
(C)  or  (D)  above,  Acquiror  shall  keep  Seller  informed  of  all  material
developments  and events relating to such Tax Claim and Seller,  at Seller's own
cost and expense,  shall have the right to  participate in (but not control) the
defense of such Tax claim.  Acquiror  shall not enter into any  settlement  with
respect to any such Tax Claim  without  Seller's  prior  written  consent if the
effect of such  settlement  would be to increase the  liability for Taxes of the
Company or any of the  Affiliated  Entities  for which Seller would be liable or
responsible  pursuant to any provision of this Section 8.9,  which consent shall
not  unreasonably be withheld.  Nothing  contained  herein shall be construed as
limiting Acquiror's right to indemnification under this Section 8.9.

     (viii) In the event that (A) after the Closing  Date,  there is an increase
in the earnings and profits for the 1996 taxable year of any  Affiliated  Entity
which was a "controlled  foreign  corporation" within the meaning of Section 957
of the Code on or prior to the Closing  Date,  (B) such increase in earnings and
profits is allocated to Seller,  (C) such allocation results in a portion of the
payments received by Seller pursuant to this Agreement being  recharacterized as
ordinary income (as opposed to capital gain),  and (D) such increase in earnings
and profits  results from a change made by Acquiror in the accounting  practices
or business  operations of the Affiliated  Entity before January 1, 1997, or any
other  extraordinary  transaction outside the ordinary course of business before
January 1, 1997, or from any purchase of preferred  shares in the Acquiror Group
or any sale of UK  Securities,  then  Acquiror  shall  reimburse  Seller for the
incremental tax costs to Seller arising from such recharacterization.

                  (f)   Timing Adjustment.

     (i) If an amendment, audit or other examination of any income Tax Return of
Seller or any Affiliated  Entity (A) results in an adjustment  that leads to the
payment of an amount by Seller  pursuant to this Section 8.9 and (B) will permit
the  Acquiror  Group to increase  deductions,  losses or tax credits or decrease
income,  gains,  or recapture of tax credits which would otherwise (but for such
adjustment)  have been taken or reported with respect to the Acquiror  Group for
one or more taxable periods  beginning on or after the Closing Date, Seller will
notify Acquiror and provide it with adequate information so that it can reflect

 
                                      59
<PAGE>

     on the  income  Tax  Returns  of  the  Acquiror  Group  such  increases  in
deductions, losses or tax credits or decreases in income, gains, or recapture of
tax credits.  With respect to such increases or decreases on income Tax Returns,
Acquiror  shall and shall cause the Acquiror  Group to, pay Seller the amount of
any Tax Benefit  which results  therefrom,  within ten days of the date such Tax
Benefit  is  Actually  Realized.  Principles  similar to those set forth in this
subsection (f)(i) shall also apply to adjustments resulting from examinations of
income Tax Returns of the Acquiror Group that make available Tax Benefits to the
Seller or the Affiliated  Entities for  Pre-Closing  Periods and the pre-closing
portion of any Straddle Period.

     (ii) For purposes of this  Agreement,  the term "Tax Benefit" means the net
amount  by  which  the tax  liability  of a  person  to the  appropriate  taxing
authority  is  reduced,  plus any  interest  (on an  after-tax  basis) from such
government or jurisdiction relating to such tax liability.  For purposes of this
Agreement,  a Tax Benefit shall be deemed to have been Actually  Realized at the
time any refund of Taxes is received or applied  against  other Taxes due, or at
the time of filing  of a Tax  Return  on which a loss,  deductions  or credit is
applied in  reduction  of Taxes which  would  otherwise  be  payable;  provided,
however,  that, where a party has other losses,  deductions,  credits or similar
items  available to it,  deductions,  credits or items for which the other party
would be entitled to a payment under this Agreement shall be treated as the last
items utilized to produce a Tax Benefit.

     (g) Any Tax Claim shall be brought  under this Section 8.9 and shall not be
subject to the terms of Article X.

     (h) Acquiror  may not alter,  change,  re-file or  otherwise  amend any Tax
Returns of the Company or any Affiliated Entity with respect to a Pre-Closing or
a Straddle  Period  without the prior written  consent of Seller,  which consent
shall not unreason- ably be withheld.

            Section 8.10  Intercompany Obligations; Affiliate Agreements.

     (a)  Except  for the items  set  forth in  Section  8.10(a)  of the  Seller
Disclosure Schedule,  immediately prior to the Closing,  Seller shall and Seller
and the Company shall cause all of Seller's  Affiliates  (other than the Company
and the  Affiliated  Entities)  to (i) repay in full any  Indebtedness  or other
amounts owing to the Company or the Affiliated  Entities and (ii) cancel without
payment any  Indebtedness  or other amounts owing to Seller or such Persons from
the Company or the Affiliated Entities.

     (b) Except for those  agreements set forth in Section 8.10(b) of the Seller
Disclosure  Schedule,  prior to the Closing,  Seller and the Company shall cause
all agreements between Seller or Seller's Affiliates (other than the Company and
the  Affiliated  Entities),  on the  one  hand,  and the  Company  or any of the
Affiliated  Entities,  on the other  hand (the  "Affiliate  Agreements"),  to be
terminated in all respects such that there is no liability thereunder on the
 
                                      60
<PAGE>

     part of the Company or any Affiliated Entity.  Seller and the Company shall
cause Seller's  appropriate  Affiliates to effectuate the foregoing without, and
Seller shall  indemnify  Acquiror and its Affiliates  (including the Company and
the  Affiliated  Entities),  from,  any cost or  expense  to the  Company or any
Affiliated Entity or to Acquiror.

     Section 8.11  Supplements  to Disclosure  Schedule.  Seller and the Company
shall promptly  supplement or amend the Seller Disclosure  Schedule with respect
to any matter hereafter arising or discovered which, if existing or known at the
date of this  Agreement,  would have been  required to be set forth or otherwise
disclosed in the Seller Disclosure Schedule (the "Updated Information"). No such
supplement or amendment of the Seller Disclosure Schedule to include the Updated
Information  shall (i) affect the ability of Acquiror to rely on the  conditions
to Closing  set forth in  Article IX hereof,  or (ii) be deemed to have been set
forth or otherwise  disclosed as of the date of this Agreement  unless  Acquiror
specifically  agrees thereto in writing. In the event Acquiror elects to proceed
with the Closing  after  delivery to  Acquiror  of the  supplemented  or amended
Seller Disclosure Schedule, Acquiror may not bring any Claim for indemnification
under Section 10.1(a) hereof based on the Updated Information.

     Section 8.12  Resignations.  At or prior to the Closing Date,  each officer
and director of the Company and any Affiliated  Entity  designated in writing by
Acquiror  at least five (5) days prior to Closing  shall  execute and deliver to
Acquiror a letter of  resignation  (effective  on or prior to the Closing  Date)
from his or her  position  as a director  and/or  officer  (but not  terminating
employment).

            Section 8.13  Non-Competition.

     (a) Seller  agrees that for a period  commencing  on the  Closing  Date and
ending on the  fifth  anniversary  of the  Closing  Date,  Seller  and  Seller's
Affiliates shall not (i) engage anywhere in the world, in the timeshare exchange
or  subscription  business or in marketing any products or services that compete
with the Timeshare Exchange Business as conducted or as proposed to be conducted
by the Company, or (ii) directly or indirectly invest in, manage,  operate, join
or control as a partner,  stockholder,  consultant or otherwise, any Person that
engages in the  timeshare  exchange  or  subscription  business  or markets  any
products  or services  that  compete  with the  Timeshare  Exchange  Business as
conducted by the Company; provided, however, that it shall not be deemed to be a
violation of this Section 8.13 for (i) Seller to provide services to the Company
or any of the  Affiliated  Entities  after the  Closing,  (ii)  Seller or any of
Seller's  Affiliates to invest in securities having less than three percent (3%)
of the  outstanding  economic  interest  or  voting  power  of any  Person,  the
securities of which are publicly traded or listed on any securities  exchange or
automated  quotation  system,  or (iii) Seller to hold  Long-Term  Securities of
developers which provide limited exchange  privileges as to such developers' own
properties.

     (b) Seller and Acquiror  acknowledge  that this Section 8.13 constitutes an
independent  covenant and shall not be affected by performance or nonperformance
of any other provision of this Agreement.  Each of Seller and Acquiror has
 
                                      61
<PAGE>


independently consulted with its counsel and after such consultation agrees that
the covenants set forth in this Section 8.13 are  reasonable  and proper.  It is
the desire and intent of the parties  that the  provisions  of this Section 8.13
shall be enforced to the fullest extent permissible under applicable Law. If all
or part of this  Section  8.13 is held  invalid,  illegal or  incapable of being
enforced by any Law or public  policy,  all other terms and  provisions  of this
Agreement  shall  nevertheless  remain in full force and effect.  If any part of
this  Section  8.13 is finally  determined  in a  proceeding  by a  Governmental
Authority to be excessively  broad as to duration,  scope,  activity or subject,
such  part  will  be  construed  by  limiting  and  reducing  it so as to be en-
forceable to the maximum extent compatible with applicable Law.

     Section 8.14 Access to Books and Records  Following the Closing.  Following
the Closing,  Acquiror shall permit Seller and her  authorized  representatives,
during normal  business hours and upon  reasonable  notice,  to have  reasonable
access to, and examine and make copies of, all books and records which relate to
transactions or events  occurring prior to the Closing or transactions or events
occurring  subsequent  to the  Closing  which  are  related  to or arise  out of
transactions or events occurring prior to the Closing.

     Section 8.15 Nominee Shareholders. Prior to the Closing, Seller shall cause
each of the  Affiliated  Entities  whose  capital  stock  is  owned in part by a
Nominee Shareholder to enter into an agreement with each Nominee Shareholder, in
form and substance  reasonably  satisfactory to Acquiror,  providing for (i) the
transfer  of the shares  held by such  Nominee  Shareholder  to  Acquiror  (or a
designee of Acquiror)  when and as Acquiror  deems such transfer to be necessary
or  appropriate  and (ii) the  ability  of such  Affiliated  Entity to engage in
Acquiror's normal cash management practices.

     Section 8.16 Amendments to Organizational Documents.  Prior to the Closing,
Seller shall cause the Company and each Affiliated  Entity to amend as necessary
its articles of incorporation, by-laws or other similar organizational documents
to  eliminate  any  requirements  that (i)  Seller  serve  the  Company  or such
Affiliated  Entity in any capacity,  (ii) Seller be a signatory to any contracts
of the Company or any Affiliated  Entity,  (iii) are inconsistent with the terms
of this Agreement and (iv) are similar in nature.

                                   ARTICLE IX

                              CONDITIONS TO CLOSING

     Section  9.1 Mutual  Conditions  to the  Obligations  of the  Parties.  The
respec- tive  obligations  of each party hereto to consummate  the  transactions
contemplated  by this Agreement are subject to the  satisfaction or waiver at or
prior to the Closing of each of the following conditions:

     (a)  No  Injunctions.   No  temporary  restraining  order,  preliminary  or
permanent  injunction  or other  judgment,  order or decree issued by a court of
competent
 
                                      62
<PAGE>

     jurisdiction   which  prevents  the   consummation   of  the   transactions
contemplated hereby shall have been issued and remain in effect, and no statute,
rule or  regulation  shall have been  enacted,  promulgated  or  enforced by any
Governmental  Authority  which  makes the  consum-  mation  of the  transactions
contemplated  hereby  illegal;  provided,  that  the  parties  shall  use  their
reasonable best efforts to have any temporary or preliminary order or injunction
lifted.

     (b) Registration  Rights  Agreement.  The  Registration  Rights Agree- ment
shall have been duly executed and delivered by each of Acquiror and Seller.

     (c) NYSE  Listing.  The  shares of  Acquiror  Common  Stock to be issued to
Seller as the Common Stock Consideration shall have been approved for listing on
the NYSE (subject to official notice of issuance).

     (d) Seller  Lease.  The Seller  Lease  shall  have been duly  executed  and
delivered by each of the Company and Seller.

     Section 9.2 Conditions to the  Obligations  of Acquiror.  The obligation of
Acquiror to  consummate  the  transactions  contemplated  by this  Agreement  is
subject  to the  satisfaction  at or  prior  to  the  Closing  of the  following
conditions  (unless  waived,  to the extent  permitted  by  applicable  Law,  by
Acquiror):

     (a) Representations and Warranties. The representations and warran- ties of
Seller and the Company  contained  herein which are qualified as to  materiality
shall be true,  correct and complete in all respects,  and such  representations
and  warranties as are not so qualified  shall be true,  correct and complete in
all  material  respects,  as of the date when made and at and as of the  Closing
Date, as though such  representations and warranties were made at and as of such
date.

     (b)  Performance.  Seller and the Company shall have performed and complied
with,  in all material  respects,  all  agreements,  conditions,  covenants  and
obligations  required by this  Agreement  to be  performed  or complied  with by
Seller on or prior to the Closing Date.

     (c) No Material  Adverse  Effect.  From the date of this  Agreement  to the
Closing  Date,   there  shall  not  have  occurred  any   condition,   event  or
circumstance,  change or effect  that,  individually  or in the  aggregate,  has
resulted or would  reasonably be expected to result in a Material Adverse Effect
on the Company or any of the Affiliated Entities considered as a whole.

     (d) Officer's  Certificate.  Seller and the Company shall have delivered to
Acquiror a certificate,  dated as of the Closing Date,  executed by Seller and a
duly autho- rized officer of the Company,  certifying  the  satisfaction  of the
conditions set forth in subparagraphs (a), (b) and (c) of this Section 9.2.

 
                                      63
<PAGE>

     (e) Opinion of  Counsel.  Seller and the Company  shall have  delivered  to
Acquiror  an  opinion  or  opinions  of legal  counsel  to the  Company  and the
Affiliated Entities,  addressed to Acquiror and dated as of the Closing Date, in
substantially the form of Exhibit C attached hereto.


     (f)  Consents.  All Consents of any  Governmental  Authority or third party
required to be obtained,  declarations  or filings  required to be made, and all
waiting periods or  terminations  required to have occurred prior to the Closing
shall have been obtained,  made or occurred (including under the HSR Act and the
Competition  Laws),  other  than  those  Consents  the  failure of which to have
obtained, made or occurred by the Closing Date would not, individually or in the
aggregate, subject Acquiror, the Company or any of the Affiliated Entities after
the Closing to (i) criminal  liability,  (ii) significant  financial penalty for
which  Seller is  unwilling  to provide an  indemnity,  or (iii) other  material
adverse  consequences as a result of consummating the transactions  contemplated
hereby without such Consents,  including,  without limitation,  the inability of
Acquiror,  the Company or the Affiliated Entities to conduct the business of the
Company and the Affiliated  Entities after the Closing in substantially the same
manner and in all material respects as conducted prior to the Closing.

     (g) Seller and the Company  shall have each  delivered  an affidavit in the
form required by Section 1.1445 of the Treasury  Regulations that Seller and the
Compa- ny are not foreign Persons within the meaning of such Section;  provided,
however, that if Seller and/or the Company fail to produce such certificate, the
transactions  contemplated  by this  Agreement  shall close and  Acquiror  shall
withhold the appropriate amount of the consideration to be paid hereunder.

     Section 9.3 Conditions to the  Obligations  of Seller and the Company.  The
obligation of Seller and the Company to consummate the transactions contemplated
by this Agreement is subject to the  satisfaction  at or prior to the Closing of
the following  conditions  (unless waived, to the extent permitted by applicable
Law, by Seller and the Company):

     (a) Representations and Warranties. The representations and warran- ties of
Acquiror  contained herein which are qualified as to materiality  shall be true,
correct and complete in all respects, and such representations and warranties as
are not so  qualified  shall be  true,  correct  and  complete  in all  material
respects,  as of the date when made and at and as of the Closing Date, as though
such representations and warranties were made at and as of such date.

     (b)  Performance.  Acquiror  shall have performed and complied with, in all
material  respects,  all  agreements,   conditions,  covenants  and  obligations
required by this  Agreement to be  performed or complied  with by Acquiror on or
prior to the Closing Date.

     (c) Officer's Certificate.  Acquiror shall have delivered to Seller and the
Company  a  certificate,  dated  as of  the  Closing  Date,  executed  by a duly
authorized
 
                                      64
<PAGE>

     officer of Acquiror,  certifying to the  satisfaction of the conditions set
forth in subsections 9.3(a) and (b) hereof.

     (d) Opinion of Counsel.  Acquiror  shall have  delivered  to Seller and the
Company an opinion of legal  counsel to  Acquiror,  addressed  to Seller and the
Company and dated as of the Closing Date, in substantially the form of Exhibit D
hereto.

     (e)  Consents.  All Consents of any  Governmental  Authority or third party
required to be obtained,  declarations  or filings  required to be made, and all
waiting periods or  terminations  required to have occurred prior to the Closing
shall have been obtained, made or occurred, (including under the HSR Act and the
Competition  Laws)  other  than  those  Consents  the  failure  of which to have
obtained, made or occurred by the Closing Date would not, individually or in the
aggregate,  subject  Seller after the Closing to (i) criminal  liability or (ii)
significant  financial  penalty for which  Acquiror is  unwilling  to provide an
indemnity.


                                    ARTICLE X

                      INDEMNIFICATION OBLIGATIONS; SURVIVAL

     Section 10.1 The Seller's Agreement to Indemnify.  Subject to the terms and
conditions of this Article X and in addition to the  obligations of Seller under
Section  8.9 hereof  with  respect to Tax  Claims,  from and after the  Closing,
Seller shall indemnify,  defend and hold harmless  Acquiror,  the Company,  each
Affiliated Entity and each of their respective successors and permitted assigns,
directors,   officers,  employees,   representatives,   agents,  Affiliates  and
associates  (collectively,  the  "Acquiror  Group") from and against any and all
losses, liabilities, expenses (including reasonable attorneys' fees), claims and
damages (collectively,  "Damages") asserted against,  resulting to, imposed upon
or suffered by the Acquiror Group, or any one of them, arising out of or related
to (a) any breach of any  reprsentation  or  warranty  of Seller or the  Company
contained  in or made  pursuant  to this  Agree-  ment and (b) any breach of any
covenant or agreement of Seller or the Company  contained in or made pursuant to
this Agreement  (collectively,  "Seller Claims"). For purposes of this Article X
only, as to any  representation  or warranty that is qualified as to materiality
(including   as  to  any  Material   Adverse   Effect),   notwithstanding   such
qualification,  such  representation or warranty shall be deemed breached in the
event that the Damages for such breach  equal or exceed  $400,000.  This Section
10.1  shall  not  apply to any  breach  of the  representations  and  warranties
contained in Section 6.20 hereof, which will be subject to Section 8.9 hereof.

            Section 10.2  Seller's Limitation of Liability.

     (a)  Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
liability of Seller to indemnify the Acquiror Group pursuant to Section  10.1(a)
hereof against
 
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<PAGE>

     any Damages sustained by reason of any Seller Claim thereunder for a breach
of any  representation  or warranty of Seller or the Company shall be limited to
Seller  Claims as to which any  member of the  Acquiror  Group has given  Seller
written  notice on or prior to March 31,  1998,  whether or not any Damages have
then actually been  sustained;  provided,  however,  that,  notwithstanding  the
foregoing,  the liability of Seller to indemnify the Acquiror  Group against any
Damages  sustained  by  reason  of any  Seller  Claim for a breach of any of the
representations  and  warranties set forth in Sections 6.4, 6.14 and 6.15 hereof
shall not be so limited.

     (b) Other than with respect to the representations and warranties set forth
in Sections 6.4, 6.14 and 6.15 hereof, (i) the amount of any single Seller Claim
under  Section  10.1(a)  hereof  for which  Seller is liable for a breach of any
representation  or  warranty  of Seller or the  Company  shall be  reduced  by a
$100,000  deductible (as to each single Seller Claim, a "Deductible"),  (ii) the
provisions in Section  10.1(a)  hereof for indem- nity by Seller of the Acquiror
Group against Damages  sustained by reason of any Seller Claim  thereunder for a
breach of any  representation  or  warranty  of Seller or the  Company  shall be
effective  only after the  aggregate  amount of all such Seller Claims for which
Seller is liable  (after giving effect to all  Deductibles)  exceeds  $5,000,000
plus the amount of any unused Indemnity  Credit,  and then only to the extent of
such excess,  and (ii) in no event shall  Seller's  indemnity  obligations  with
respect to breach of any  representations or warranties of Seller or the Company
exceed the Aggregate Purchase Price.

     Section 10.3  Acquiror's  Agreement to Indemnify.  Subject to the terms and
conditions  of this  Article X,  from and  after  the  Closing,  Acquiror  shall
indemnify,   defend  and  hold   harmless   Seller  and  her  heirs,   legatees,
beneficiaries and permitted assigns (collec- tively,  the "Seller Group"),  from
and against all Damages asserted against, resulting to, imposed upon or suffered
by the Seller Group,  or any one of them,  arising out of or related to: (a) any
breach of any  representation  or  warranty  of  Acquiror  contained  in or made
pursuant to this  Agreement  (which,  for  purposes of this  Article X, shall be
determined  without  regard  to  any  materiality   threshold  or  qualification
contained in any such  representa-  tion or warranty)  and (b) any breach of any
covenant  or  agreement  of  Acquiror  contained  in or  made  pursuant  to this
Agreement ("Acquiror Claims" and, collectively with Seller Claims, "Claims").

            Section 10.4  Acquiror's Limitation of Liability.

     (a)  Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
liability of Acquiror to indemnify the Seller Group pursuant to Section  10.3(a)
hereof against any Damages  sustained by reason of any Acquiror Claim thereunder
for a breach of any  representation and warranty of Acquiror shall be limited to
Acquiror  Claims as to which any member of the Seller  Group has given  Acquiror
written  notice on or prior to March 31,  1998,  whether or not any Damages have
then  actually been  sustained;  provided,  however,  that  notwithstanding  the
foregoing, the liability of Acquiror to indemnify the Seller Group against any
 
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     Damages  sustained by reason of any  Acquiror  Claim for a breach of any of
the  representations and warranties set forth in Section 7.4(b) hereof shall not
be so limited.

     (b) Other than with respect to the representations and warranties set forth
in Section  7.4(b)  hereof,  (i) the  provisions in Section  10.3(a)  hereof for
indemnity by Acquiror of the Seller Group against Damages sustained by reason of
any Acquiror Claim thereunder for a breach of any  representation or warranty of
Acquiror shall be effective only after the aggregate amount of all such Acquiror
Claims  for  which  Seller is liable  exceeds  $5,000,000,  and then only to the
extent  of  such  excess,  and  (ii)  in no  event  shall  Acquiror's  indemnity
obligations with respect to breach of any representation or warranty of Acquiror
exceed the Aggregate Purchase Price.

     Section 10.5 Conditions of Indemnification. The obligations and liabilities
of the Seller  Group and  Acquiror  Group with  respect to Claims  made by third
parties shall be subject to the following terms and conditions:

     (a) The indemnified  party shall give the indemnifying  party prompt notice
of any such Claim, and the indemnifying  party shall have the right to undertake
the defense thereof by representatives chosen by it;

     (b) If the indemnifying party undertakes the defense of any such Claim, the
indemnified  party shall,  to the best of its ability,  assist the  indemnifying
party, at the expense of the  indemnifying  party, in the defense of such Claim,
and  shall  promptly  send to the  indemnifying  party,  at the  expense  of the
indemnifying  party,  copies of any documents  received by the indemnified party
which relate to such Claim;

     (c) If the indemnifying party, within a reasonable time after notice of any
such Claim,  fails to defend the indemnified  party against which such Claim has
been  asserted,  the  indemnified  party  shall  (upon  further  notice  to  the
indemnifying  party) have the right to  undertake  the  defense,  compromise  or
settlement  of such  Claim  on  behalf  of and for the  account  and risk of the
indemnifying party, subject to the right of the indemnifying party to assume the
defense  of such  Claim at any time  prior to  settlement,  compromise  or final
determination thereof; and

     (d)  Anything in this  Article X to the  contrary  notwithstanding,  (i) if
there is a reasonable  probability  that a Claim may  materially  and  adversely
affect the  indemnified  party other than as a result of money  damages or other
money payments,  the indemnified party shall have the right, at its own cost and
expense,  to defend,  compromise or settle such Claim; and (ii) the indemnifying
party shall not, without the written consent of the indemnified party, settle or
compromise  any Claim or  consent  to the entry of any  judgment  which does not
include as an  unconditional  term  thereof  the giving by the  claimant  or the
plaintiff to the indemnified  party a release from all liability with respect to
such Claim.


 
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<PAGE>

     Section  10.6  Survival  of   Representations.   The   representations  and
warranties in this Agreement and in any  certificate  delivered  pursuant hereto
shall  survive  the  Closing  solely for  purposes  of this  Article X and shall
terminate upon expiration of the period for which  indemnification for breach of
such  representation  and warranty may be sought under this Article X; provided,
however, that (i) representations and warranties under Section 6.20 hereof shall
terminate sixty days after the related statute of limitations  (giving effect to
any  extensions  thereto) has expired with  respect to the  relevant  Tax;  (ii)
representations  and warranties under Sections 6.4, 6.15 and 7.4(b) hereof shall
survive  until  sixty  days after any  applicable  statute  of  limitations  (or
indefinitely, if no statute of limitations is applicable).

     Section 10.7 Exclusive Remedy. Except as set forth in Section 12.13 hereof,
the  indemnities  provided in this Article X shall be the  exclusive  remedy for
breach of this Agreement by any party hereto.

                                   ARTICLE XI

                                   TERMINATION

     Section  11.1  Termination.  This  Agreement  may  be  terminated  and  the
transactions  contemplated  hereby  may be  abandoned  at any time  prior to the
Closing:

                  (a)  by mutual written agreement of Acquiror and Seller;

     (b) at any time after  January  10, 1997 by either  Acquiror or Seller,  by
giving  written notice of such  termination  to the other party,  if the Closing
shall  not have  occurred  on or prior  to such  date  (unless  the  failure  to
consummate  the Closing by such date shall be due to or have  resulted  from (i)
failure to receive any regulatory or third-party consent or approval for which a
request is pending; or (ii) any breach of the representations or warranties made
by, or the failure to perform or comply with any of the  agreements or covenants
hereof to be  performed  or  complied  with prior to the  Closing  by, the party
seeking to terminate this Agreement); or

     (c) by either  Acquiror or Seller by written notice of such  termination to
the other party if any event,  fact or condition shall occur or exist that makes
it impossible to satisfy a condition to such party's  obligations  to consummate
the  transactions  contemplated  by this  Agreement,  unless the  occurrence  or
existence of such event,  fact or condition  shall be due to the failure of such
party to perform or comply with any of the agreements or covenants  hereof to be
performed or complied with by such party prior to the Closing.

     Section 11.2 Effect of Termination. In the event of the termination of this
Agreement  in  accordance  with  Section  11.1  hereof,   this  Agreement  shall
thereafter  become  void and have no effect  and the  transactions  contemplated
hereby shall be  abandoned,  and no party hereto shall have any liability to the
other  party  hereto or their  respective  Affiliates,  directors,  officers  or
employees, except for the obligations of the parties hereto contained in

 
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<PAGE>

     this Section 11.2 and in Sections  12.1,  12.6,  12.7 and 12.8 hereof,  and
except that nothing herein will relieve any party from liability for a breach of
any  provision of this  Agreement or limit or restrict the rights or remedies of
any party hereto  against the other party for any breach of this  Agreement.  If
this Agreement is terminated pursuant to Section 11.1 hereof:

     (a) all confidential  information  received by the parties shall be treated
in  accordance  with  Section  8.1  hereof  and the  Confidentiality  Agreements
referred to in such Section; and

     (b) all  filings,  applications  and other  submissions  made  pursuant  to
Sections 8.3, 8.4 and 8.5 hereof shall, to the extent practicable,  be withdrawn
from the agency or other person to which made.

                                   ARTICLE XII

                                  MISCELLANEOUS

     Section 12.1 Notices. All notices or other  communications  hereunder shall
be  deemed  to have been  duly  given  and made if in  writing  and if served by
personal  delivery  upon the  party for whom it is  intended,  if  delivered  by
registered or certified mail, return receipt requested, or by a national courier
service,  or if sent by  telecopier,  provided  that the  telecopy  is  promptly
confirmed by telephone  confirmation  thereof,  to the person at the address set
forth below, or such other address as may be designated in writing hereafter, in
the same manner, by such person:

            To Seller:

                  Ms. Christel DeHaan
                  6330 Mayfield Lane
                  Zionsville, Indiana  46077
                  Telephone:  (317) 873-1781

                  With a copy to:

                  Ice Miller Donadio & Ryan
                  for express deliveries:
                  Suite 3400
                  One America Square
                  Indianapolis, Indiana  46208
                  for regular mail:
                  Box 82001
                  Indianapolis, Indiana  46282-0002
                  Telephone: (317) 236-2100
                  Facsimile:  (317) 236-2219
                  Attn:  Berkley W. Duck, III, Esq.


 
 
<PAGE>

            To Acquiror:

                  HFS Incorporated
                  Six Sylvan Way
                  Parsippany, NJ  07054
                  Telephone:  (201) 359-5266
                  Facsimile:   (201) 359-5331
                  Attn:  James E. Buckman, Esq.

                  With a copy to:

                  Skadden, Arps, Slate, Meagher & Flom
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, Delaware  19899-0636
                  Telephone:  302-651-3000
                  Telecopy:  302-651-3001
                  Attn:  Patricia Moran Chuff, Esq.

     Section 12.2  Amendment;  Waiver.  Any  provision of this  Agreement may be
amended or waived if, and only if,  such  amendment  or waiver is in writing and
signed, in the case of an amendment,  by Acquiror, the Company and Seller, or in
the case of a waiver,  by the party  against whom the waiver is to be effective.
No failure or delay by any party in  exercising  any right,  power or  privilege
hereunder  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

     Section 12.3  Assignment.  No party to this Agreement may assign any of its
rights or obligations  under this Agreement without the prior written consent of
the other party hereto, except that Acquiror may without such consent assign its
rights, duties and obligations hereunder,  in whole or in part, to any direct or
indirect wholly owned subsidiary of Acquiror designated by Acquiror in a writing
delivered  to  Seller at or prior to the  Closing;  provided,  however,  that no
assignment  by  Acquiror  shall  relieve  Acquiror  of any  of  its  obligations
hereunder.

     Section 12.4 Entire Agreement. This Agreement (including the Seller Disclo-
sure  Schedule  and all  Schedules  and  Exhibits  hereto)  contains  the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes  all prior  agreements  and  understandings,  oral or  written,  with
respect to such matters,  except for the Confidenti-  ality Agreement which will
remain in full force and effect for the term provided for therein.

     Section 12.5 Fulfillment of Obligations. Any obligation of any party to any
other party under this Agreement,  which  obligation is performed,  satisfied or
fulfilled by an
 
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     Affiliate of such party, shall be deemed to have been performed,  satisfied
or fulfilled by such party.

     Section 12.6 Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer upon any Person other than Acquiror,  Seller, the Company, the Affiliated
Entities or their successors or permitted assigns,  any rights or remedies under
or by reason of this Agreement.

     Section  12.7  Expenses.  Except as  otherwise  expressly  provided in this
Agree- ment, whether or not the transactions  contemplated by this Agreement are
consummated,  all costs and expenses  incurred in connection with this Agreement
and the transactions contem- plated hereby shall be borne by the party incurring
such  expenses;  provided,  however,  that all  reasonably  incurred  costs  and
expenses of Seller's counsel and accountants may be borne by the Company up to a
maximum amount of $1,000,000.  All other costs and expenses of Seller (including
those described in Section 12.8 hereof) shall be borne by Seller.

     Section 12.8 Brokers.  The fees of any broker,  finder or investment banker
hired by Seller,  the Company or any  Affiliated  Entity  hereto  shall be borne
solely by the Seller. The fees of any broker,  finder or investment banker hired
by Acquiror or Acquisition shall be borne solely by Acquiror.

     Section 12.9 Governing Law; Jurisdiction.  This Agreement shall be governed
by the  laws  of  the  State  of  New  York,  its  rules  of  conflict  of  laws
notwithstanding.  Each of Seller,  the Company and  Acquiror  hereby  agrees and
consents to be subject to the jurisdic- tion of the United States District Court
for the District of New York and the  jurisdiction of the courts of the State of
New York in any suit, action or proceeding  seeking to enforce any provision of,
or based on any matter arising out of or in connection  with,  this Agreement or
the transactions  contemplated hereby. Each party hereby irrevocably consents to
the service of any and all process in any such suit, action or proceeding by the
delivery of such process to such party at the address and in the manner provided
in Section 12.1.

     Section 12.10  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original, and all of which shall
constitute one and the same agreement.

     Section 12.11 Headings.  The heading  references herein and in the table of
contents hereto are for  convenience  purposes only, do not constitute a part of
this  Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     Section 12.12 Further Assurances. From time to time after the Closing Date,
at the  request of the other  party  hereto  and at the  expense of the party so
requesting,  Seller,  the Company and Acquiror shall execute and deliver to such
requesting party such documents and take such other action 

 
                                      71
<PAGE>

     and take such other action as such requesting party may reasonably  request
in order to consummate the transactions contemplated hereby.

     Section 12.13 Specific  Performance.  Each party hereto  acknowledges  that
money  damages would be both  incalculable  and an  insufficient  remedy for any
breach of this  Agreement by such party and that any such breach would cause the
other party hereto irreparable harm. Accordingly,  each party hereto also agrees
that, in the event of any breach or threatened  breach of the provisions of this
Agreement  by such party,  the other party hereto shall be entitled to equitable
relief without the requirement of posting a bond or other security, including in
the form of injunctions and orders for specific performance.







                            [SIGNATURE PAGE FOLLOWS]

 
                                      72

<PAGE>

     IN WITNESS  WHEREOF,  the parties have executed or caused this Agreement to
be executed as of the date first written above.

                              HFS INCORPORATED



                              By:   /s/  Stephen P. Holmes
                                   Name: Stephen P. Holmes
                                   Title: Executive Vice President and
                                          Chief Financial Officer


                              SELLER



                                    /s/  Christel DeHaan 
                                         Christel DeHaan


                              RESORT CONDOMINIUMS INTERNATIONAL, INC.



                              By:   /s/  Christel DeHaan                      
                                   Name: Christel DeHaan
                                   Title:  Chairman and Chief Executive Officer


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<PAGE>