10.1 Share Exchange Agreement with Angela Whichard, Inc.

                            SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT made as of the 17 th day of November, 2005, by and
between:

ISLAND  RESIDENCES  CLUB,  INC.  with  an  address  at  Box  1518, Williamsburg,
Virginia,  USA  ("IRCI");  and

ANGELA  WHICHARD,  INC., with an address at 3141 John Humphries Wynd, Suite 265,
Raleigh,  North  Carolina,  27612,  ("AWI").

                              W I T N E S S E T H:

WHEREAS,  IRCI  is a Delaware corporation, which has authorized capital stock of
100,000,000  shares of common stock at $.0001 par value ("Shares"), and of those
there  are  currently  issued  12,812,000  shares;

WHEREAS,  AWI  is  a North Carolina corporation, which is the owner of shares in
Grand  Sierra  Resorts  Corp.,  a  Nevada  corporation,  ("GSR");

WHEREAS, IRCI desires to exchange shares in IRCI with AWI in exchange for shares
that  AWI  owns  in  GSR  upon  the  terms and conditions hereinafter set forth;

NOW,  THEREFORE,  in  consideration of the foregoing and of the mutual covenants
and  agreements  contained  in  this  Agreement,  and in order to consummate the
exchange  of  the  shares,  it  is  hereby  agreed,  as  follows:

1.0     Transfer  of  Shares. IRCI authorizes and issues 1,600,000 of its common
        --------------------
shares  to  AWI  in exchange for the transfer by AWI of 400,000 shares of GSR to
IRCI, representing approximately  .5% (approximately 1/2 of 1%) interest in GSR.

1.1  Closing.  The  Closing  of  the  exchange  of these shares shall take place
     -------  upon  three  (3)  days  prior  notice given by either party to the
     other.  At  the  Closing,  IRCI  shall  deliver  to  AWI fully paid for and
     non-assessable  certificates  for  the  1,600,000 shares of IRCI stock duly
     issued  by  IRCI in the name of AWI and AWI shall deliver to IRCI duly paid
     for  and  non-assessable certificate(s) for the 400,000 shares of GSR stock
     duly  and  properly  endorsed  for  transfer  to  IRCI.

1.2  Option.  Subject  to  exact  terms and conditions to be agreed upon by IRCI
     ------  and AWI and to be set out in additional agreements (the "Additional
     Agreements")  to  be  entered into by and between IRCI, AWI and GSR, AWI in
     consideration  for  the  exchange  of the shares as agreed to above, hereby
     gives  and  grants  unto  IRCI  the  right  and  option to acquire from AWI
     additional  shares  in  GSR  which  together  with  the  above  shares will
     represent  up to 51% of the total outstanding shares of GSR. This option is
     subject  to  the  party's  successful  negotiation  and  execution  of  the
     Additional Agreements, on or before December 1, 2005, and if for any reason
     or  no  reason  the  parties fail to successfully negotiate and execute the
     Additional Agreements, on or before December 1, 2005, then this Option will
     expire  on  December  1,  2005.

2.0  Representations and Warranties of IRCI. IRCI hereby represents and warrants
     --------------------------------------
to  AWI  that:

2.1  Authority.  IRCI  has  the  power  and  authority  to  execute  and deliver
     ---------  this  Agreement,  to  perform  its  obligations hereunder and to
     consummate  the  transactions  contemplated hereby. This Agreement has been
     duly  executed  and  delivered,  and  constitutes  a  valid  and  binding
     instrument,  enforceable  in  accordance  with  its  terms.

2.2  Compliance  with  Other  Instruments.  The  execution,  delivery  and
     ------------------------------------  performance  of  this Agreement is in
     compliance  with  and does not conflict with or result in a breach of or in
     violation  of  the  terms,  conditions  or  provisions  of  any  agreement,
     mortgage,  lease  or other instrument or indenture to which IRCI is a party
     or  by  which  IRCI  is  bound.


2.3  Shares in IRCI. The shares to be issued to AWI by IRCI shall be fully paid,
     --------------  non-assessable shares. IRCI shall take all corporate action
     necessary  for  the  issuance  of  the  shares  to  be  legally  valid  and
     irrevocable,  including  obtaining  the  prior  approval  of  the  Board of
     Directors.  IRCI  is  the  legal and beneficial owner of its shares and has
     good  and  marketable  title  thereto, free and clear of any liens, claims,
     rights  and  encumbrances.

3.0 Representations and Warranties of AWI. AWI hereby unconditionally represents
    -------------------------------------
and  warrants  to  IRCI  that:

3.1  Authority.  AWI  has  the  power  and authority to execute and deliver this
     --------- Agreement, to perform his obligations hereunder and to consummate
     the transactions contemplated hereby. This Agreement has been duly executed
     and  delivered  by  AWI  and  constitutes  a  valid and binding instrument,
     enforceable  in  accordance  with  its  terms.

3.2  Title  to  AWI'S  shares  in  GSR. AWI is the legal and beneficial owner of
     ---------------------------- the shares of GSR, and has good and marketable
     title  thereto,  free  and  clear  of  any  liens,  claims,  rights  and
     encumbrances.  AWI has the right to transfer the shares to IRCI pursuant to
     the  terms  of  this  agreement.

3.3  Compliance  with  Other  Instruments.  The  execution,  delivery  and
     ------------------------------------  performance  of  this Agreement is in
     compliance  with  and does not conflict with or result in a breach of or in
     violation  of  the  terms,  conditions  or  provisions  of  any  agreement,
     mortgage, lease or other instrument or indenture to which AWI is a party or
     by  which  AWI  is  bound.

3.4  Rule  144  Restriction.  IRCI  hereby  agrees  that  such  shares  are
     ----------------------  restricted  pursuant  to  Rule  144  and  therefore
     subject  to  Rule  144  resale  requirements,  as  applicable.

4.0  Notices. Notice shall be given by certified mail, return receipt requested,
     -------
the  date  of notice being deemed the date of postmarking. Notice, unless either
party  has  notified  the other of an alternative address as provided hereunder,
shall  be  sent  to  the  address  as  set  forth  hereinabove.

5.0  Governing  Law.  This  Agreement  shall  be  interpreted  and  governed  in
     --------------
accordance  with  the  laws  of  the  State  of  Delaware.

6.0  Severability.  In  the  event  that any term, covenant, condition, or other
     ------------
provision  contained  herein  is  held  to  be  invalid,  void  or  otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any such
term,  covenant,  condition,  provision  or Agreement shall in no way affect any
other  term,  covenant,  condition  or  provision or Agreement contained herein,
which  shall  remain  in  full  force  and  effect.

7.0  Entire  Agreement.  This Agreement contains all of the terms agreed upon by
     -----------------
the  parties  with respect to the subject matter hereof. This Agreement has been
entered  into  after  full  investigation.

8.0 Invalidity.  If any paragraph of this Agreement shall be held or declared to
    ----------
be  void,  invalid  or  illegal,  for  any  reason,  by  any  court of competent
jurisdiction,  such  provision  shall  be  ineffective  but shall not in any way
invalidate  or  effect  any  other  clause,  Paragraph,  section or part of this
Agreement.

9.0 Gender and Number.  Words importing a particular gender mean and include the
    -----------------
other  gender  and words importing a singular number mean and include the plural
number  and  vice  versa,  unless the context clearly indicated to the contrary.

10.0  Amendments.  No amendments or additions to this Agreement shall be binding
      ----------
unless  in writing, signed by both parties, except as herein otherwise provided.

11.0 No Assignments.  Neither party may assign nor delegate any of its rights or
     --------------
obligations  hereunder  without first obtaining the written consent of the other
party.

IN  WITNESS  WHEREOF, and intending to be legally bound, the parties hereto have
signed  this  Agreement by their duly authorized officers the day and year first
above  written.

ISLAND  RESIDENCES  CLUBS,  INC

By:    /s/Bob  Bratajaya
       ------------------
Name:  Bob  Bratajaya
Title: Director


ANGELA  WHICHARD,  INC.


By:    /s/Angela  Whichard
       ------------------------
Name:  Angela  Whichard
Title: Director

                                      PROXY

The  undersigned Island Residences Club, Inc. hereby irrevocably appoints Angela
Whichard,  Inc.  or  any designee of its choice, as the attorneys and proxies of
the undersigned, with full power of substitution, to vote in such manner as each
attorney  and  proxy or his substitute shall in his sole discretion deem proper,
and  otherwise  act  with  respect to the 400,000 shares of Grand Sierra Resorts
Corp.  that  Island Residences Club, Inc. owns in Grand Sierra Resorts Corp. The
said attorney and proxy with respect to such Shares shall be entitled to vote at
any  meeting (whether annual or special and whether or not an adjourned meeting)
all  of such shares as it in its sole discretion deems advisable for any and all
such  matters  as  may  come before any meeting of shareholders, whether for the
election  of  Directors  or otherwise. This proxy is irrevocable for a period of
one  year from the date of execution below, but will expire on the date one year
from  the  date  below. All authority herein conferred or agreed to be conferred
shall  survive the merger, dissolution, or reorganization of the undersigned and
any  obligations  of  the  undersigned  hereunder  shall  be  binding  upon  the
successors  and  assigns  of  the  undersigned.

Island  Residences  Club,  Inc

By:  /s/Bob  Bratajaya
Date  11/17/05
      --------

400,000  shares  of  the  Common  Stock  of  Grand  Sierra  Resort  Corp.