EXHIBIT 10.1

                   SECOND MASTER LOAN MODIFICATION AGREEMENT

         THIS SECOND MASTER LOAN MODIFICATION AGREEMENT (the "Second Master
Modification Agreement") is made and entered into as of the 7th day of
September, 2001, by and among EQUIVEST FINANCE, INC., a Delaware corporation
("EFI"), EQUIVEST CAPITAL, INC. (f/k/a Resort Funding, Inc.), a Delaware
corporation ("RFI"), EASTERN RESORTS COMPANY, LLC, a Rhode Island limited
liability company ("Company"), EASTERN RESORTS CORPORATION, a Delaware
corporation ("ERC"), OCEAN CITY COCONUT MALORIE RESORT, INC., a Maryland
corporation ("Coconut Malorie"), BLUEBEARD'S CASTLE, INC., a United States
Virgin Island corporation ("Bluebeard"), CASTLE ACQUISITION, INC., a United
States Virgin Island corporation ("Castle"), AVENUE PLAZA LLC, a Louisiana
limited liability company ("Avenue Plaza"), EQUIVEST WASHINGTON, INC., a
Delaware corporation (f/k/a EFI D.C. Acquisition, Inc., successor to the
interests of Capital City Suites, Inc.) ("EFI DC"), and EQUIVEST TEXAS, INC., a
Delaware corporation ("Equivest Texas"), (EFI, RFI, the Company, ERC, Coconut
Malorie, Bluebeard, Castle, Avenue Plaza, EFI DC and Equivest Texas shall be
individually referred to as the "Borrower" and collectively referred to as the
"Borrowers"), jointly and severally, and EFI, EQUIVEST MARYLAND, INC., a
Delaware corporation (f/k/a EFI Maryland Acquisition, Inc.) ("Equivest
Maryland"), EQUIVEST LOUISIANA, INC., a Delaware corporation (f/k/a EFI
Louisiana Acquisition, Inc.) ("Equivest Louisiana"), and EQUIVEST ST. THOMAS,
INC., a United States Virgin Islands corporation (f/k/a EFI St. Thomas
Acquisition, Inc.) ("Equivest St. Thomas"), (EFI, Equivest Maryland, Equivest
Louisiana and Equivest St. Thomas shall be individually referred to as the
"Guarantor" and collectively referred to as the "Guarantors"), jointly and
severally, and CAPITALSOURCE FINANCE LLC, a Delaware limited liability company
("CapitalSource") and CAPITALSOURCE HOLDINGS LLC, a Delaware limited liability
company ("CapitalSource Holdings").

                                    RECITALS
                          EASTERN RESORTS BRIDGE LOAN

         1. EFI, the Company, RFI, ERC, jointly and severally, and Credit Suisse
First Boston Mortgage Capital LLC, a Delaware limited liability company ("CSFB")
are parties to that certain Loan and Security  Agreement  dated as of August 25,
1998 (the  "Original  Bridge Loan  Agreement")  pursuant to which CSFB agreed to
make a loan to EFI, the Company,  RFI and ERC in the maximum principal amount of
$15,000,000  (the "Bridge  Loan") for the purpose of acquiring  the  outstanding
capital  stock and  interest  of Eastern  Resorts  Corporation,  a Rhode  Island
corporation,  all pursuant to the terms, provisions, and conditions set forth in
the Original  Bridge Loan Agreement and various other  documents and instruments
executed in  connection  therewith,  including  but not limited to that  certain
Promissory  Note dated as of August 25, 1998  executed by EFI, the Company,  RFI
and ERC in favor or CSFB (the  "Original  Bridge  Loan Note") and secured by the
"Collateral" (as such term is defined in the Original Bridge Loan Agreement). 2.
Pursuant to that certain Loan  Modification  Agreement  dated as of December 11,
1998, by and among EFI, the Company, ERC and CSFB, certain additional amendments
and  modifications  to the Original  Bridge Loan Agreement were made  including,
without limitation, an extension of the Maturity Date.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 1

<PAGE>
EXHIBIT 10.1

         3. Pursuant to that certain letter agreement dated November 15, 2000 by
and among EFI,  RFI,  the  Company,  ERC and CSFB  ("November  Extension"),  the
Maturity Date of the Bridge Loan was extended to January 5, 2001.

         4. Pursuant to that certain letter agreement dated December 21, 2000 by
and among EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and CSFB
("December  Extension"),  the  Maturity  Date of the Bridge Loan was extended to
January 31, 2001.

         5. Pursuant to that certain letter  agreement dated January 31, 2001 by
and among EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and CSFB
("January  Extension"),  the  Maturity  Date of the Bridge Loan was  extended to
February 16, 2001.

         6. Pursuant to that certain  letter  agreement  dated March 22, 2001 by
and among EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and CSFB
("First March Extension"),  the Maturity Date of the Bridge Loan was extended to
March 30, 2001.

         7. Pursuant to that certain  letter  agreement  dated March 30, 2001 by
and between EFI, RFI, the Company,  ERC,  Avenue Plaza,  Equivest  Louisiana and
CSFB  "Second  March  Extension"),  the  Maturity  Date of the  Bridge  Loan was
extended to April 20, 2001 (the November Extension,  December Extension, January
Extension,  First March  Extension  and Second  March  Extension  are  sometimes
referenced to herein, collectively, as the "Extension Letters").

         8. Pursuant to that certain Master Loan  Modification  Agreement  dated
April 20, 2001 by and between  EFI,  RFI,  the Company,  ERC,  Coconut  Malorie,
Bluebeard,  Castle, Avenue Plaza, EFI DC, Equivest Maryland, Equivest Louisiana,
Equivest St. Thomas and CSFB (the "First Master  Modification  Agreement"),  (i)
certain  additional  amendments and  modifications to the Bridge Loan were made,
including,  among other  amendments,  extending  the  maturity  date  thereof to
February 16, 2002,  cross-defaulting and  cross-collateralizing  the Bridge Loan
with  all of  the  other  Loans  (hereinafter  defined)  and  acknowledging  the
execution of the Second Restated Bridge Loan Note described below; and (ii) EFI,
the  Company,  and  ERC  ratified,  reaffirmed  and  assumed  all of the  terms,
promises, conditions,  representations,  covenants, warranties, responsibilities
and obligations under the Bridge Loan.

         9. The  Original  Bridge  Loan Note was  amended  and  restated by that
certain Amended and Restated Promissory Note dated December 11, 1998 (the "First
Restated  Bridge Loan Note") in the original  principal  amount of  $15,000,000,
made by EFI, the Company,  ERC and RFI,  jointly and  severally,  payable to the
order of CSFB,  and was further  amended and  restated  by that  certain  Second
Amended and Restated  Promissory Note dated April 20, 2001 (the "Second Restated
Bridge Loan Note") in the original principal amount of $15,000,000, made by EFI,
the Company,  ERC and RFI,  jointly and severally,  payable to the order of CSFB
(the Original  Bridge Loan Note,  as amended and restated by the First  Restated
Bridge Loan Note and the Second  Restated  Bridge Loan Note,  shall hereafter be
collectively referred to as the "Bridge Loan Note").

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 2

<PAGE>

EXHIBIT 10.1

         10. The Original Bridge Loan Agreement,  as amended and modified by (i)
a Loan Modification  Agreement dated as of December 11, 1998, (ii) the Extension
Letters,  and (iii)  the  First  Master  Modification  Agreement,  and any other
amendments  and  modifications  now or hereafter  executed  shall be referred to
herein as the "Bridge Loan Agreement."

         11. As used herein, the Bridge Loan Agreement, the Bridge Loan Note and
all promissory notes, guaranties,  assignments, mortgages, financing statements,
exhibits and all other related  documents or  instruments  and all amendments or
modifications  to any of the above  executed in connection  with the Bridge Loan
shall be referred to herein collectively as the "Bridge Loan Documents."

                  COCONUT MALORIE RESORT, OCEAN CITY, MARYLAND

         12. Coconut Malorie  executed that certain  Acquisition and Development
Promissory  Note dated as of  October  24,  1997 in favor of RFI (the  "Original
Ocean City  Note")  evidencing  a loan by RFI to Coconut  Malorie in the maximum
principal  amount of $5,500,000 (the "Ocean City Loan"),  and certain other loan
documents including, without limitation, (i) an Acquisition and Development Loan
Agreement  dated  as  of  October  24,  1997  (the  "Original  Ocean  City  Loan
Agreement"),  by and between RFI and Coconut Malorie relating to the acquisition
and development of the Coconut Malorie Resort in Ocean City, Maryland,  and (ii)
a Mortgage and Security Agreement and UCC-1 Financing  Statement,  dated October
24, 1997 (the "Ocean City  Mortgage"),  executed by Coconut  Malorie in favor of
RFI,  recorded  in Liber  2445,  at Folio 574 of the Land  Records of  Worcester
County, Maryland, as assigned by RFI to CSFB pursuant to that certain Assignment
of Mortgage and Other Loan Documents dated March 26, 1999 by RFI to and in favor
of CSFB,  recorded in Liber 2685,  at Folio 85 of the Land  Records of Worcester
County, Maryland.

         13.  Pursuant to that certain  Purchase  Agreement dated as of February
16, 1999, by and among EFI, Kosmas Group International,  Inc., formerly known as
Kosmas  Resort  Group,  Inc.  ("KGI"),  Kosmas  Caribbean  Holdings  Corporation
("KCHC"),  and various other parties, KCHC agreed to sell to EFI or its designee
all issued and  outstanding  capital stock of Coconut  Malorie and,  pursuant to
that certain  Assignment of Mortgage and Other Loan Documents  dated as of March
26,  1999  executed  by and  between  CSFB and RFI,  (i) CSFB  consented  to the
acquisition by EFI Maryland of all of the  outstanding  capital stock of Coconut
Malorie, (ii) Coconut Malorie ratified, reaffirmed and assumed all of the terms,
provisions, conditions, representations, covenants, warranties, responsibilities
and obligations  under the Ocean City Loan and (iii) Coconut Malorie executed an
Acquisition and  Development  Promissory Note dated as of March 26, 1999, in the
maximum  principal  amount of $4,521,150  in favor of CSFB (the "First  Restated
Ocean City Note"), which amended and restated in its entirety the Original Ocean
City Note, and (iv) EFI and EFI Maryland  executed a Guaranty and  Subordination
Agreement  dated  March 26,  1999 in favor of CSFB  (the  "Original  Ocean  City
Guaranty").

         14. Pursuant to the First Master  Modification  Agreement,  (i) certain
additional  amendments  and  modifications  to the Ocean  City  Loan were  made,
including,  among other  amendments,  extending  the  maturity  date  thereof to
February 16, 2002,  cross-defaulting  and  cross-collateralizing  the Ocean City
Loan with all the other  Loans  (hereinafter  defined),  and  acknowledging  the
execution of the Second Restated Ocean City Note described  below,  (ii) Coconut
Malorie, EFI and Equivest Maryland ratified, reaffirmed and assumed all of the

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 3



<PAGE>
EXHIBIT 10.1

terms,   provisions,   conditions,   representations,   covenants,   warranties,
responsibilities  and  obligations  under the Ocean City Loan, as modified,  and
(iii) EFI and  Equivest  Maryland  executed  that  certain  Amended and Restated
Guaranty and  Subordination  Agreement dated April 20, 2001 (the "Restated Ocean
City  Guaranty"),  amending and restating the Original  Ocean City Guaranty (the
Original Ocean City Guaranty, as amended and restated by the Restated Ocean City
Guaranty, shall be referred to hereafter as the "Ocean City Guaranty").

     15. The First  Restated  Ocean City Note was amended  and  restated by that
certain Amended and Restated  Acquisition and Development  Promissory Note dated
April 20, 2001 (the "Second Restated Ocean City Note") in the original principal
amount of $4,521,150, made by Coconut Malorie, payable to the order of CSFB (the
First Restated  Ocean City Note, as amended and restated by the Second  Restated
Ocean City Note, shall be referred to hereafter as the "Ocean City Note").

     16. The  Original  Ocean City Loan  Agreement,  as amended and  modified by
certain of the Extension  Letters and the First Master  Modification  Agreement,
and any other amendments and  modifications  now or hereafter  executed shall be
referred to herein as the "Ocean City Loan Agreement."

     17. As used herein, the Ocean City Mortgage,  the Ocean City Guaranty,  the
Ocean  City Loan  Agreement,  the  Ocean  City  Note and all  promissory  notes,
guaranties, assignments, mortgages, financing statements, exhibits and all other
related  documents or instruments and all amendments or  modifications to any of
the above  executed in connection  with the Ocean City Loan shall be referred to
herein  collectively  as the "Ocean  City Loan  Documents."  AVENUE  PLAZA,  NEW
ORLEANS, LOUISIANA

     18.  CSFB agreed to make a loan to Avenue  Plaza in the  maximum  amount of
$19,000,000  (the "Avenue Plaza Loan"),  which Avenue Plaza Loan is evidenced by
that certain  Promissory  Note dated December 19, 1997,  made by Avenue Plaza to
the order of CSFB in the original principal amount of $19,000,000 (the "Original
Avenue Plaza Note").  In 1998,  the Original  Avenue Plaza Note was endorsed and
transferred   by  CSFB  to  Credit   Suisse   First   Boston   Structured   Loan
Participations,  Series  1998-P1  Corporation,  a  Delaware  corporation  ("CSFB
1998-P1")  and  subsequently  endorsed  and  transferred  back  to  CSFB by CSFB
1998-P1.

     19.  The Avenue  Plaza  Loan is secured in part by (i) an Act of  Mortgage,
Security  Agreement and Assignment of Leases and Rentals dated December 19, 1997
(the  "Avenue  Plaza  Mortgage"),  executed by Avenue Plaza in favor of CSFB and
recorded in the mortgage office under MIN 447902,  and in the conveyance  office
under CIN 152019,  N.A. No.  98-01491,  Orleans Parish,  Louisiana,  and (ii) an
Assignment of Certificates, Permits, Licenses, Approvals, Bonds, and Warranties,
an Assignment of Management Agreement, and an Assignment of Borrower's Rights as
Developer Under Declaration and Bylaws, each of which is dated December 19, 1997
and executed by Avenue Plaza in favor of CSFB.

     20. The Avenue Plaza Loan was, at one time,  absolutely and unconditionally
guaranteed  pursuant to that certain Guaranty and Subordination  Agreement dated
December 19, 1997 ("Original KGI Avenue Plaza  Guaranty") by KGI,  however,  KGI
was subsequently released from its obligations thereunder pursuant to the Mutual
Release described below.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 4

<PAGE>
EXHIBIT 10.1

     21.  Pursuant to that certain  Purchase  Agreement dated as of February 16,
1999, by and among EFI, KGI, and various  other  parties,  KGI agreed to sell to
EFI or its  designee  all right,  title,  and  interest  of KGI in and to Avenue
Plaza,  and EFI agreed to purchase  or cause the  purchase of same from KGI and,
pursuant to that certain Loan  Assumption  Agreement dated as of March 26, 1999,
by and among CSFB 1998-P1,  EFI,  Equivest  Louisiana and Avenue Plaza, (i) CSFB
1998-P1 consented to Equivest  Louisiana's  acquisition of all right, title, and
interest of KGI in and to Avenue Plaza, (ii) EFI, Equivest  Louisiana and Avenue
Plaza ratified, reaffirmed and assumed all of the terms, provisions, conditions,
representations,  covenants, warranties,  responsibilities and obligations under
the Avenue Plaza Loan, as modified,  (iii) EFI and Equivest  Louisiana  executed
that certain  Guaranty  and  Subordination  Agreement  dated March 26, 1999 (the
"Original EFI Avenue Plaza  Guaranty"),  and (iv) CSFB,  CSFB  1998-P1,  KGI and
certain  other parties  executed a Mutual  Release dated March 26, 1999 ("Mutual
Release") pursuant to which CSFB and CSFB 1998-P1 agreed, among other things, to
release KGI from its obligations under the Original KGI Avenue Plaza Guaranty.

     22. Pursuant to certain of the Extension Letters,  the maturity date of the
Avenue Plaza Loan was extended to April 20, 2001.

     23.  Pursuant  to the First  Master  Modification  Agreement,  (i)  certain
additional  amendments  and  modifications  to the Avenue  Plaza Loan were made,
including,  among other  amendments,  extending  the  maturity  date  thereof to
February 16, 2002,  cross-defaulting and  cross-collateralizing the Avenue Plaza
Loan with all the other  Loans  (hereinafter  defined),  and  acknowledging  the
execution of the Restated Avenue Plaza Note described below;  (ii) Avenue Plaza,
EFI and Equivest  Louisiana  ratified,  reaffirmed and assumed all of the terms,
provisions, conditions, representations, covenants, warranties, responsibilities
and  obligations  under the Avenue Plaza Loan,  as  modified,  and (iii) EFI and
Equivest Louisiana executed that certain Amended and Restated Guaranty Agreement
dated  April 20, 2001 (the  "Restated  Avenue  Plaza  Guaranty"),  amending  and
restating the Original EFI Avenue Plaza  Guaranty (the Original EFI Avenue Plaza
Guaranty,  as amended and restated by the Restated Avenue Plaza Guaranty,  shall
be referred to hereafter as the "Avenue Plaza Guaranty").

     24. The Original Avenue Plaza Note was amended and restated by that certain
Amended and Restated  Promissory Note dated April 20, 2001 (the "Restated Avenue
Plaza Note"),  in the original  principal amount of $19,000,000,  made by Avenue
Plaza,  payable to the order of CSFB (the Original Avenue Plaza Note, as amended
and restated by the Restated Avenue Plaza Note,  shall be referred  hereafter to
as the "Avenue Plaza Note").

     25. As used herein,  the Avenue Plaza Mortgage,  the Avenue Plaza Guaranty,
the Avenue  Plaza  Note,  and all  promissory  notes,  guaranties,  assignments,
mortgages,  financing  statements,  exhibits and all other related  documents or
instruments and all amendments or  modifications to any of the above executed in
connection  with the Avenue Plaza Loan shall be referred to herein  collectively
as the "Avenue Plaza Loan Documents."

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 5


<PAGE>

EXHIBIT 10.1

               ST. THOMAS RESORTS, ST THOMAS, U.S. VIRGIN ISLANDS

     26. CSFB, Bluebeard, Castle, KCHC, KGI, and Steven P. Kosmas ("Kosmas"), in
his individual capacity, executed that certain Loan and Security Agreement dated
as of July 30, 1998 (the "Original St. Thomas Loan Agreement") pursuant to which
CSFB agreed to make two loans to Bluebeard,  Castle, KCHC, KGI and Kosmas in the
aggregate  principal amount of $31,000,000 (the "Original St. Thomas Loan"),  as
evidenced by (i) that certain Acquisition/Development Promissory Note dated July
30, 1998 (the "Original St. Thomas Acquisition Note"), made by Bluebeard, Castle
and KCHC to the order of CSFB in the original  principal  amount of  $17,000,000
and (ii) that  certain  Receivables  Promissory  Note dated July 30,  1998 ("St.
Thomas Receivables  Note"),  made by Bluebeard,  Castle and KCHC to the order of
CSFB in the original  principal amount of $14,000,000  (together,  the "Original
St. Thomas Notes").

     27. The Original St.  Thomas Loan is secured,  in part,  by (i) a Mortgage,
Security Agreement,  and Assignment of Leases and Rents dated July 30, 1998 (the
"Original  St. Thomas  Mortgage"),  executed by Castle and Bluebeard in favor of
CSFB and recorded on August 10, 1998,  in Book 50G, at Page 127, as Document No.
3401 in the Office of the  Recorder  of Deeds for the  Judicial  District of St.
Thomas and St. John,  Territory of the United States  Virgin  Islands and (ii) a
Collateral  Assignment of  Construction  Contracts,  a Collateral  Assignment of
Architect's and Engineer's Agreements and Plans and Specifications, a Collateral
Assignment of Management  Agreements,  a Collateral  Assignment of Certificates,
Permits, Licenses,  Approvals, Bonds, and Warranties, a Collateral Assignment of
Borrowers'  Rights Under the Applicable  Declarations  and Bylaws,  a Collateral
Assignment of  Trademarks,  Trade Names,  Service Marks,  Copyrights,  and Other
Intellectual Property, and various other documents and instruments,  all for the
benefit of CSFB and its respective successors and assigns.

     28.    Pursuant   to   the   terms   and   provisions   of   that   certain
Acquisition/Development Payment Guaranty dated July 30, 1998, executed by KGI to
and in favor of CSFB  ("Original  KGI St.  Thomas  Guaranty"),  and that certain
Receivables  Payment  Guaranty dated July 30, 1998 (the "St. Thomas  Receivables
Guaranty"),  executed  by KGI to  and in  favor  of  CSFB,  KGI  absolutely  and
unconditionally  guaranteed  and promised to pay to CSFB or its  successors  and
assigns,  any and all  principal,  interest,  and other  amounts due CSFB or its
successors or assigns  pursuant to the Original St.  Thomas Notes,  the Original
St. Thomas Mortgage,  or any of the other documents or instruments that evidence
and/or secure the Original St. Thomas Loan,  and to perform  fully,  completely,
and punctually all other terms, covenants, obligations, and conditions contained
therein.

     29.  Pursuant  to  that  certain  Loan  Assignment  Agreement  dated  as of
September  18,  1998,  by  and  between  CSFB  and  RFI  (the  "Loan  Assignment
Agreement"),  (i) CSFB sold, assigned,  transferred,  granted, and conveyed unto
RFI, absolutely and unconditionally,  all of CSFB's rights,  title, and interest
in and to (1) the St. Thomas Receivables Note, (2) the Receivables Component (as
such term is defined in the  Original  St.  Thomas  Loan  Agreement)  of the St.
Thomas Loan (excluding,  specifically, however, any liens or interests in and to
the Original St. Thomas Mortgage),  and (3) the St. Thomas Receivables Guaranty,
and (ii) RFI releases all of its rights and interests in the Original St. Thomas
Mortgage  so that the  Original  St.  Thomas  Mortgage,  as modified by the Loan
Assignment Agreement (referred to herein, as the "St. Thomas Mortgage"), secures
only the portion of the Original St.  Thomas Loan  evidenced by the Original St.
Thomas  Acquisition  Note (such portion is  hereinafter  referred to as the "St.
Thomas Loan").

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 6

<PAGE>

EXHIBIT 10.1

     30.  Pursuant to that certain  Purchase  Agreement dated as of February 16,
1999, by and among EFI, KGI,  KCHC,  and various other  parties,  KCHC agreed to
sell to EFI or its designee all issued and  outstanding  capital stock of Castle
and Bluebeard and, in connection therewith, CSFB, RFI, EFI, Equivest St. Thomas,
Bluebeard and Castle executed that certain Loan Assumption Agreement dated as of
March 30, 1999  pursuant to which (i) CSFB  consented  to Equivest  St.  Thomas'
acquisition of all issued and outstanding capital stock of Castle and Bluebeard,
(ii) EFI,  Equivest St.  Thomas,  Bluebeard  and Castle agreed to execute a Loan
Assumption  Agreement  dated  March 30, 1999 (the "St.  Thomas  Loan  Assumption
Agreement"),  pursuant to which EFI,  Equivest St. Thomas,  Bluebeard and Castle
ratified,  reaffirmed  and  assumed  all of the terms,  provisions,  conditions,
representations,  covenants, warranties,  responsibilities and obligations under
the St.  Thomas Loan,  (iii) EFI and Equivest St.  Thomas  executed a Completion
Guaranty  dated as of March  30,  1999  and an  Acquisition/Development  Payment
Guaranty  dated as of March  30,  1999,  each in  favor of CSFB  (together,  the
"Original St. Thomas Guaranty"),  and (iv) KGI was released from its obligations
under the  Original  KGI St.  Thomas  Guaranty  pursuant  to the Mutual  Release
referenced above.

     31.  Pursuant  to the First  Master  Modification  Agreement,  (i)  certain
additional  amendments  and  modifications  to the Original St. Thomas Loan were
made, including, among other amendments,  extending the maturity date thereof to
February 16, 2002,  cross-defaulting  and  cross-collateralizing  the St. Thomas
Loan with all the other  Loans  (hereinafter  defined),  and  acknowledging  the
execution of an Restated St. Thomas Note described  below;  and (ii)  Bluebeard,
Castle, EFI and Equivest St. Thomas ratified,  reaffirmed and assumed all of the
terms,   provisions,   conditions,   representations,   covenants,   warranties,
responsibilities  and  obligations  under the St. Thomas Loan, and (iii) EFI and
Equivest St.  Thomas,  jointly and  severally,  guaranteed  the St.  Thomas Loan
pursuant to that certain  Amended and Restated  Acquisition/Development  Payment
Guaranty dated April 20, 2001 (the "Restated St. Thomas Guaranty"), amending and
restating the Original St. Thomas Guaranty (the Original St. Thomas Guaranty, as
amended and restated by the Restated St. Thomas  Guaranty,  shall be referred to
hereafter as the "St. Thomas Guaranty").

     32. The Original St.  Thomas  Acquisition  Note was amended and restated by
that certain Amended and Restated Acquisition/Development  Promissory Note dated
April 20, 2001 (the  "Restated  St.  Thomas  Note"),  in the original  principal
amount of  $17,000,000,  made by Bluebeard  and Castle,  payable to the order of
CSFB (the Original St. Thomas  Acquisition  Note, as amended and restated by the
Restated  St.  Thomas  Note shall be referred to  hereafter  as the "St.  Thomas
Note").

     33. The Original St. Thomas Loan Agreement,  as amended and modified by (i)
the Loan Assignment  Agreement,  (ii) the St. Thomas Loan Assumption  Agreement,
(iii) the First Master Modification  Agreement and (iv) any other amendments and
modifications  thereto now or hereafter  executed,  shall be referred to herein,
collectively, as the "St. Thomas Loan Agreement."

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EXHIBIT 10.1

     34. As used herein, the St. Thomas Mortgage,  the St. Thomas Guaranty,  the
St.  Thomas  Note,  the St.  Thomas Loan  Agreement  and all  promissory  notes,
guaranties, assignments, mortgages, financing statements, exhibits and all other
related  documents or instruments and all amendments or  modifications to any of
the above  executed in connection  with the St. Thomas Loan shall be referred to
herein  collectively  as  the  "St.  Thomas  Loan  Documents."

                        ACQUISITION AND DEVELOPMENT LOAN

     35.  CSFB,  RFI and EFI executed  that certain Loan and Security  Agreement
dated as of November 14, 1997 (the "Original A&D Loan  Agreement"),  pursuant to
which  CSFB  agreed  to make a loan to RFI in the  maximum  principal  amount of
$30,000,000 for purposes of financing certain  acquisition and development loans
originated by RFI (the "A&D Loan").

     36.  The A&D  Loan is  evidenced  by that  certain  Promissory  Note  dated
November 14, 1997 (the "Original A&D Note"), made by RFI to the order of CSFB in
the  original  principal  amount of  $30,000,000,  is secured  by various  other
documents and instruments,  and is guaranteed  pursuant to that certain Guaranty
dated  November 14, 1997 and executed by EFI in favor of CSFB (the "Original A&D
Guaranty").

     37. Pursuant to certain of the Extension Letters,  the Maturity Date of the
A&D Loan was extended to April 20, 2001.

     38.  Pursuant  to the First  Master  Modification  Agreement,  (i)  certain
additional  amendments and  modifications to the A&D Loan were made,  including,
among other  amendments,  extending  the  maturity  date thereof to February 16,
2002,  cross-defaulting and  cross-collateralizing  the A&D Loan with all of the
other Loans (hereinafter defined) and acknowledging the execution of an Restated
A&D Note described below; (ii) RFI and EFI ratified,  reaffirmed and assumed all
of the terms,  promises,  conditions,  representations,  covenants,  warranties,
responsibilities  and obligations  under the A&D Loan, and (iii) EFI executed an
Amended  and  Restated   Guaranty  dated  April  20,  2001  (the  "Restated  A&D
Guaranty"),  amending and  restating the Original A&D Guaranty (the Original A&D
Guaranty,  as amended  and  restated  by the  Restated  A&D  Guaranty,  shall be
referred to hereafter as the "A&D Guaranty").

     39. The Original A&D Note was amended and restated by that certain  Amended
and Restated  Promissory  Note dated April 20, 2001 (the "Restated A&D Note") in
the original  principal amount of $30,000,000,  made by RFI payable to the order
of CSFB (the  Original  A&D Note,  as amended and  restated by the  Restated A&D
Note, shall be referred to hereafter as the "A&D Note").

     40. The Original A&D Loan Agreement, as amended and modified by (i) certain
of the Extension Letters, (ii) the First Master Modification Agreement and (iii)
any other amendments and modifications  thereto now or hereafter  executed shall
be referred to herein as the "A&D Loan Agreement."

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<PAGE>
EXHIBIT 10.1

     41.  As used  herein,  the A&D  Guaranty,  the A&D  Note,  and the A&D Loan
Agreement  and  all  promissory  notes,  guaranties,   assignments,   mortgages,
financing  statements,  exhibits and all other related  documents or instruments
and all amendments or  modifications  to any of the above executed in connection
with the A&D Loan  shall be  referred  to herein  collectively  as the "A&D Loan
Documents." WASHINGTON, D.C. COLLATERAL

     42.  CSFB  made a loan  to EFI  DC,  in the  maximum  principal  amount  of
$3,000,000 (the "DC Loan"),  as evidenced by that certain  Promissory Note dated
June 23,  1998,  made by EFI DC  payable  to the  order of CSFB in the  original
principal  amount of $3,000,000  (the "DC Note"),  which D.C. Note is secured in
part by a  Purchase  Money  Deed of Trust,  Assignment  of Rents and  Leases and
Security  Agreement dated June 23, 1998 (the "DC Mortgage"),  executed by EFI DC
in favor of CSFB and recorded as Instrument No.  9800049339 in the Office of the
DC Recorder of Deeds,  encumbering  certain real  property and the  improvements
thereon located at 2501 Pennsylvania  Avenue,  N.W.,  Washington,  D.C. (the "DC
Property").

     43.  Pursuant  to the  First  Master  Modification  Agreement,  (i)  EFI DC
acknowledged  that,  notwithstanding  the payment in full of the DC Note, the DC
Mortgage secures (and continues to secure) each of the other Loans, and (ii) EFI
DC agreed that,  upon the sale of the DC  Property,  EFI DC would pay to CSFB an
amount equal to $2,500,000 (the "DC Release  Amount"),  to be applied by CSFB to
the  repayment of the Bridge Loan and the other Loans,  and upon receipt by CSFB
of  the  DC  Release  Amount,  CSFB  would  execute  and  deliver  to  EFI DC an
unconditional  and complete release of the liens and security  interests created
by the DC Mortgage.

     44. As used herein,  the DC Note, the DC Mortgage and all promissory notes,
guaranties, assignments, mortgages, financing statements, exhibits and all other
related  documents or instruments and all amendments or  modifications to any of
the above  executed in  connection  with the DC Loan shall be referred to herein
collectively as the "DC Loan Documents."

                      RIVERSIDE SUITES, SAN ANTONIO, TEXAS

     45. RFI made a loan to Equivest  Texas in the maximum  principal  amount of
$4,500,000  (the  "Riverside  Loan"),  as evidenced  by a Promissory  Note dated
August  23,  2000,  made by  Equivest  Texas  payable to the order of RFI in the
original principal amount of $4,500,000 (the "Riverside Note").

     46.  The  Riverside  Loan is  secured  in part by (i) a Deed of  Trust  and
Security Agreement dated August 31, 2000 (the "Riverside Mortgage"), executed by
Equivest Texas in favor of RFI and recorded in Bexar County,  Texas,  as Clerk's
File No.  2000-0144330,  as  assigned by RFI to CSFB  pursuant  to that  certain
Assignment of Deed of Trust and Other Loan  Documents  dated April 20, 2001 (the
"Riverside Absolute  Assignment"),  recorded in Bexar County,  Texas, as Clerk's
File No.  2001-0105851,  (ii) an Assignment of Rents,  Leases and Other Benefits
dated August 23, 2000 from Equivest Texas to RFI recorded in Bexar County, Texas
as Clerk's File No. 2000-0144333, (iii) an Assignment of Borrower's Rights as

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 9

<PAGE>

EXHIBIT 10.1

Developer Under Declaration and Bylaws dated August 23, 2000 from Equivest Texas
to RFI recorded in Bexar County, Texas as Clerk's File No. 2000-014439, and (iv)
an Environmental  Indemnity Agreement,  an Assignment of Architectural  Contract
and Plans and  Specifications,  an Assignment of Construction  Contract,  and an
Assignment and  Subordination  of Management  Agreement,  each of which is dated
August 21, 2000 and executed by Equivest Texas in favor of RFI.

     47.  Simultaneously  with the  execution of the First  Master  Modification
Agreement, (i) RFI assigned to CSFB all of its rights and interest in and to the
Riverside  Loan,  as  evidenced by its  delivery to CSFB of the  Riverside  Note
endorsed to CSFB and the Riverside Absolute Assignment,  and (ii) EFI executed a
Guaranty Agreement dated April 20, 2001 (the "Riverside  Guaranty"),  which CSFB
and EFI intended to supercede  that certain  Unconditional  Guarantee of Payment
and Performance dated August of 2000 by EFI in favor of CSFB.

     48. As used  herein,  the  Riverside  Note,  the  Riverside  Mortgage,  the
Riverside Guaranty and all promissory notes, guaranties, assignments, mortgages,
financing  statements,  exhibits and all other related  documents or instruments
and all amendments or  modifications  to any of the above executed in connection
with the  Riverside  Loan  shall  be  referred  to  herein  collectively  as the
"Riverside Loan Documents."

                     COCONUT PALMS IV, NEW SMYRNA, FLORIDA

     49. RFI made a loan to Ocean Development Group, Inc., a Florida corporation
("Ocean  Development"),  in the  maximum  principal  amount of  $9,000,000  (the
"Coconut Palms Loan"), as evidenced by that certain Acquisition, Development and
Construction  Promissory  Note dated April 15, 1998,  made by Ocean  Development
payable to the order of RFI in the original  principal amount of $9,000,000 (the
"Coconut Palms Note"), issued in connection with the Acquisition and Development
Loan  Agreement  dated  April 15,  1998 (the  "Coconut  Palms  Loan  Agreement")
executed by Ocean Development and RFI.

     50. The Coconut Palms Note is secured in part by (i) a Mortgage, Assignment
of Rents and Leases and Security  Agreement  dated April 15, 1998 (the  "Coconut
Palms Mortgage"),  executed by Ocean Development in favor of RFI and recorded in
the  Public  Records  of  Volusia  County,  Florida  in Book  4306,  Page  3269,
Instrument  No. 98 087879,  as assigned by RFI to CSFB  pursuant to that certain
Assignment  of  Mortgage  and Other Loan  Documents  dated  April 20,  2001 (the
"Coconut Palms Absolute Assignment"),  recorded in the Public Records of Volusia
County, Florida in Book 4705, Page 4247, as Instrument No. 2001-131306, and (ii)
an Environmental  Indemnity Agreement,  an Assignment of Architectural  Contract
and Plans and Specifications,  and an Assignment of Construction Contract,  each
of which is dated April 15, 1998 and executed by Ocean  Development  in favor of
RFI.

     51. The Coconut Palms Loan is  absolutely  and  unconditionally  guaranteed
pursuant to (i) that certain  Guaranty and  Subordination  Agreement dated April
15, 1998 by KGI, (ii) that certain  Guaranty and  Subordination  Agreement dated
April  15,  1998  by  Steven  P.  Kosmas;   (iii)  that  certain   Guaranty  and
Subordination  Agreement  dated  April 15, 1998 by  Nicholas  Kosmas,  (iv) that
certain  Guaranty  and  Subordination  Agreement  dated  April 15,  1998 by Paul
Kosmas,  and (v) that certain Guaranty and  Subordination  Agreement dated April
10,  1998 by Harold B.  Gordy,  Jr.  (each of the  documents  referenced  in the
preceding  clauses  (i),  (ii),  (iii),  (iv) and (v) are  referred  to  herein,
collectively, as the "Coconut Palms Guaranties").

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 10



<PAGE>

EXHIBIT 10.1

     52.  Simultaneously  with the  execution of the First  Master  Modification
Agreement, (i) RFI assigned to CSFB all of its rights and interest in and to the
Coconut  Palms Loan,  as evidenced by its  execution and delivery to CSFB of the
Coconut Palms Note endorsed to CSFB and the Coconut Palms  Absolute  Assignment,
and (ii) RFI assigned to CSFB all of its rights in  connection  with the Coconut
Palms Guaranties  evidenced by that certain Assignment of Underlying  Guaranties
dated April 20, 2001 among RFI and CSFB.

         53. As used herein, the Coconut Palms Note, the Coconut Palms Mortgage,
Coconut Palms  Guaranties and all  promissory  notes,  guaranties,  assignments,
mortgages,  financing  statements,  exhibits and all other related  documents or
instruments and all amendments or  modifications to any of the above executed in
connection with the Coconut Palms Loan shall be referred to herein  collectively
as the "Coconut Palms Loan Documents."

             ELLINGTON AT WACHESAW, MURRELL'S INLET, SOUTH CAROLINA

         54.  RFI made a loan to  Carmel  Development,  Inc.  ("Carmel")  in the
maximum  principal amount of $2,400,000 (the "Ellington  Loan"), as evidenced by
that certain  Acquisition,  Development and  Construction  Promissory Note dated
July 17,  1998,  made by  Carmel  payable  to the  order of RFI in the  original
principal amount of $2,400,000 (the "Ellington Note"), issued in connection with
that certain Acquisition, Development and Construction Loan Agreement dated July
17, 1998 (the "Ellington Loan Agreement") executed by Carmel and RFI.

         55. The Ellington Note is secured in part by (i) a Mortgage, Assignment
of Rents and Leases and Security  Agreement  dated July 28, 1998 (the "Ellington
Mortgage"),  executed  by  Carmel  in favor of RFI and  recorded  in  Georgetown
County,  South Carolina,  in the Georgetown  County Records  Mortgage Book 1092,
Page 74, as  assigned  by RFI to CSFB  pursuant to that  certain  Assignment  of
Mortgage and Other Loan Documents dated April 20, 2001 (the "Ellington  Absolute
Assignment"),  recorded in  Georgetown  County,  South  Carolina,  in Georgetown
County Records Book 1546, Page 305, on July 26, 2001, and (ii) an  Environmental
Indemnity  Agreement,  an  Assignment  of  Architectural  Contract and Plans and
Specifications,  and an Assignment of  Construction  Contract,  each of which is
dated July 17, 1998 and executed by Carmel in favor of RFI.

         56. The Ellington  Loan, is absolutely and  unconditionally  guaranteed
pursuant to that certain  Guaranty and  Subordination  Agreement  dated July 17,
1998 (the "Ellington Guaranty") executed by Glenn's Bay, Inc. ("Glenn's Bay").

         57.  Simultaneously with the execution of the First Master Modification
Agreement, (i) RFI assigned to CSFB all of its rights and interest in and to the
Ellington  Loan,  as  evidenced  by its  execution  and  delivery to CSFB of the
Ellington Note endorsed to CSFB and the Ellington Absolute Assignment,  and (ii)
RFI assigned to CSFB all of its rights in connection with the Ellington Guaranty
evidenced by that certain Assignment of Underlying Guaranty dated April 20, 2001
among RFI and CSFB.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 11


<PAGE>

EXHIBIT 10.1

         58. As used herein,  the Ellington  Note, the Ellington  Mortgage,  the
Ellington Guaranty and all promissory notes, guaranties, assignments, mortgages,
financing  statements,  exhibits and all other related  documents or instruments
and all amendments or  modifications  to any of the above executed in connection
with the  Ellington  Loan  shall  be  referred  to  herein  collectively  as the
"Ellington Loan Documents."

                       ACQUISITION AND AMENDMENT OF LOANS

         59. Pursuant to that certain Loan Sale Agreement dated as of August 29,
2001 (the "Loan Sale Agreement"), by and between CSFB and CapitalSource,  and as
evidenced  by  all of the  assignments,  assumptions  and  other  documents  and
instruments  executed in connection  therewith,  CSFB  specifically  assigned to
CapitalSource  all of its  right,  title and  interest  in and to (i) the Bridge
Loan, Ocean City Loan,  Avenue Plaza Loan, St. Thomas Loan, the DC Loan, the A&D
Loan,  and the Riverside  Loan  (individually,  a "Loan" and  collectively,  the
"Loans"),  and all of the  Loan  Documents  (hereinafter  defined)  and (ii) the
Coconut  Palms Loan and the Ellington  Loan and all of the Trust Loan  Documents
(as hereinafter defined).

         60. Pursuant to that certain Loan Sale Agreement dated as of August 29,
2001,  by and  between  CapitalSource  and CS Resorts - 2001  Trust,  a Delaware
business  trust,  and as evidenced by all of the  assignments,  assumptions  and
other documents and instruments executed in connection therewith,  CapitalSource
specifically assigned to CS Resorts - 2001 Trust, a Delaware business trust, all
of its right,  title and interest in and to the  Ellington  Loan and the Coconut
Palms Loan (the Ellington Loan and the Coconut Palms Loan shall  individually be
referred  to as a "Trust  Loan"  and,  together,  as the  "Trust  Loans" and the
Ellington Loan Documents and the Coconut Palms Loan Documents  shall be referred
to herein, collectively, as the "Trust Loan Documents").

         61. Borrowers, Guarantors and CapitalSource desire to (i) terminate the
A&D Loan,  (ii) extend the maturity date of each Loan (other than the A&D Loan),
and (iii) amend the terms,  provisions,  and conditions of certain of the Bridge
Loan Documents,  the Ocean City Loan Documents, the Avenue Plaza Loan Documents,
the St. Thomas Loan  Documents,  the DC Loan  Documents,  and the Riverside Loan
Documents (the Bridge Loan Documents,  the Ocean City Loan Documents, the Avenue
Plaza Loan Documents, the St. Thomas Loan Documents, the A&D Loan Documents, the
DC Loan Documents,  and the Riverside Loan Documents,  together with any and all
promissory notes,  guaranties,  assignments,  mortgages,  financing  statements,
exhibits and all other related  documents or  instruments  and all amendments or
modifications  to any of the above  executed in  connection  therewith  shall be
referred to herein  collectively as the "Loan  Documents," and references herein
to "Loan Documents" shall mean the relevant Loan Documents for each Loan).

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  herein  contained  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 12


<PAGE>

EXHIBIT 10.1

                               SECTION 1: GENERAL

         1.1 Incorporation of Recitals. CapitalSource,  Borrowers and Guarantors
hereby  confirm the facts set forth in each of the foregoing  Recitals and agree
that such Recitals shall be deemed  incorporated into, and considered a material
part of, this Second Master Modification Agreement.

         1.2 Definitions. Except as otherwise provided herein to the contrary or
unless the context otherwise requires, all capitalized terms used in this Second
Master  Modification  Agreement shall have the meanings  ascribed to them in the
Loan Documents;  provided,  however,  as used herein,  the following terms shall
have the meanings set forth below:

         "Additional  Loan" or  "Additional  Loans" is defined  in  Section  1.3
hereof.

         "Adjusted  Aggregate Loan Amount" means,  as of any date, the Aggregate
Loan Amount on such date, less the outstanding  principal  balance of the Avenue
Plaza Loan and the Bridge Loan on such date.

         "Aggregate  Loan  Amount"  shall mean,  as of any date,  the sum of the
aggregate  principal  balances  of the  Loans  outstanding  on  such  date.  The
Aggregate Loan Amount as of the Determination Date is $35,094,110.27.

         "Applicable  Declaration"  shall  mean,  with  respect to a  particular
Resort, any declaration of condominium, declaration of covenants, conditions and
restrictions,   master  deed,  and/or  similar   document,   together  with  any
amendments,   supplements,   or  restatements   thereof,  that  establishes  the
underlying form of condominium  and/or interval  ownership of such Resort and is
recorded in the applicable office of public records.

         "Applicable Principal Balance" shall mean, with respect to each Loan as
of any date of calculation, the Initial Discounted Principal Amount of each Loan
set forth on Exhibit "N" attached hereto, reduced by the amount of all principal
payments made to CapitalSource for such Loan prior to such date of calculation.

         "Capital  Lease" shall mean, as to any Person,  a lease of any interest
in any kind of property or asset, whether real, personal or mixed or tangible or
intangible,  by that  Person as lessee  that is,  should be or should  have been
recorded as a "capital  lease" on the balance sheet of that Person in accordance
with GAAP.

         "Capitalized  Lease  Obligations"  shall  mean all  obligations  of any
Person under Capital Leases,  in each case taken at the amount thereof accounted
for as liabilities in accordance with GAAP.

         "Collateral" shall mean,  collectively,  all real and personal property
of   Borrowers   encumbered   by  liens  and  security   interests   granted  to
CapitalSource, or its predecessor in interest, pursuant to the Loan Documents.

         "Commitment Fee" is defined in Section 9.1 hereof.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 13


<PAGE>

EXHIBIT 10.1

         "Custodial  Agreement" shall mean a Custodial  Agreement by and between
CapitalSource and Custodian,  and consented to in writing by Borrowers,  in form
and substance  acceptable to  CapitalSource,  pursuant to which  Custodian  will
maintain  custody of all original  Loan  Documents  and take certain  actions in
connection therewith.

         "Custodian"   shall  mean   collectively,   Bankers  Trust  Company  of
California,  N.A., and US Bank Trust, National Association, or such other person
or entity as CapitalSource,  in its sole discretion,  engages from time to time,
at Borrowers' sole cost and expense,  jointly and severally, to maintain custody
of all original Loan Documents and take certain actions in connection therewith.
"Debtor  Relief  Law" shall mean any  applicable  liquidation,  conservatorship,
receivership, bankruptcy, moratorium, rearrangement, insolvency, reorganization,
or similar law,  proceeding,  or device providing for the relief of debtors from
time to time in effect and generally affecting the rights of creditors.

         "Debt"  of  any  Person  shall  mean,  without  duplication,   (a)  all
indebtedness  for money borrowed and  indebtedness  represented by notes payable
and drafts accepted representing extensions of credit, (b) obligations evidenced
by bonds,  debentures,  notes or other similar instruments,  including,  without
limitation,  indebtedness represented by notes payable, drafts accepted,  bonds,
debentures,  or other similar instruments,  (c) indebtedness upon which interest
charges are or are customarily paid, (d) Capitalized Lease Obligations,  (e) the
face amount of all letters of credit  issued for the account of such Person and,
without  duplication,  all drafts drawn thereunder,  (f) indebtedness  issued or
assumed as full or partial  payment for  property or services  (other than trade
payables,  deferred revenue,  taxes or accrued expenses, in each case arising in
the  ordinary  course of business  but only if and so long as such  accounts are
payable on customary trade terms),  (g) the deferred purchase price of assets or
services  which in accordance  with GAAP would be shown on the liability side of
the balance sheet of such Person, and (h) guaranties of any of the foregoing.

         "Debt Service  Coverage Ratio" shall mean the ratio of (a) total EBITDA
of Borrowers,  to (b) total Interest  Expense of Borrowers,  each  determined in
accordance with GAAP and on a consolidated  basis for the four calendar quarters
immediately preceding the date of calculation by CapitalSource  hereunder (taken
as one accounting period).

         "Determination Date" means August 23, 2001.

         "DG  Facility"  means that  certain  timeshares  receivables  warehouse
facility loan from Autobahn  Funding Company,  LLC to EFI Funding Company,  Inc.
and/or its subsidiaries.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 14


<PAGE>

EXHIBIT 10.1

         "EBITDA" shall mean, for any period, the sum, without  duplication,  of
the  following  for any Person,  each  calculated  for such  period:  Net Income
determined in accordance  with GAAP, plus the sum of (a) Interest  Expense,  (b)
taxes on income, whether paid, payable or accrued, (c) depreciation expense, (d)
amortization  expense,  (e)  all  other  non-cash,   non-recurring  charges  and
expenses,  excluding  accruals for cash expenses made in the ordinary  course of
business,  and (f) gain or loss from any sale of assets, other than sales in the
ordinary course of business,  all of the foregoing determined in accordance with
GAAP.

         "Exit Fee" shall mean,  with respect to each Loan,  the amount shown on
Exhibit  "N"  attached  hereto  (discounted  portion  of  Loans  not  to  accrue
interest),  together with the interest  payable  thereon as set forth on Exhibit
"N".

         "GAAP" shall mean generally accepted accounting principles,  applied on
a consistent basis, as described in Opinions of the Accounting  Principles Board
of the American  Institute of Certified Public  Accountants and/or in statements
of the  Financial  Accounting  Standards  Board which are  applicable  under the
circumstances as of the date in question.

         "Initial  Discounted  Principal  Amount"  is  defined  on  Exhibit  "N"
attached hereto.

         "Interval  Release  Fee" shall  mean,  with  respect to the sale of any
Interval,   the  release  fee  which  is  or  might   otherwise  be  payable  to
CapitalSource under the Loan Documents.

         "Interval" shall mean an undivided fee simple  timeshare  interest in a
particular  Unit  within  a  Resort,  whether  denominated  as a "unit  week," a
"condominium interval unit," an "interval share," an

         "interval  share  ownership  interest,"  or  otherwise,  as a tenant in
common with other owners of undivided  interests in such Unit, together with all
rights, benefits,  privileges,  and interests appurtenant thereto, including the
right  to use  and  occupy  a Unit  within  such  Resort  and all  common  areas
appurtenant to such Unit and/or Resort during a reserved or assigned "unit week"
or other  use  period,  all as more  specifically  described  in the  Applicable
Declaration or other timeshare documents related thereto.

         "Interest  Expense" shall mean, for any period,  total interest expense
(including  that  attributable to Capital Leases in accordance with GAAP) of any
Person,  with respect to all outstanding Debt of such Person including,  without
limitation,  all  capitalized  interest,  but excluding  all non-cash  interest,
commissions,  discounts  and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing.

         "Leverage  Ratio"  shall mean,  at any date of  determination,  for any
Person  the ratio of (a) the total  Debt of such  Person  on such  date,  to (b)
Tangible Net Worth of such Person on such date.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 15

<PAGE>

EXHIBIT 10.1

         "Lien" shall mean any  mortgage,  security  interest,  encumbrance,  or
other interest in property  securing an obligation owed to, or valid claim by, a
Person other than the owner of such  property,  whether such interest  arises in
equity or is based on common law, statute , or contract.

         "Liquid  Assets"  shall mean (i) total  assets of any  Person  that are
cash, cash equivalents,  accounts,  Marketable Securities,  U.S. Treasury bonds,
and other highly liquid investments that are not pledged, hypothecated,  subject
to rights of  offset,  or  otherwise  restricted,  and (ii) the  amount of funds
available to be advanced to EFI or its subsidiaries under the DG Facility.

         "Marketable  Securities" shall mean and refer to registered  securities
which are traded in the NASDAQ or New York Stock Exchange markets.

         "Material  Adverse  Effect"  shall mean the  occurrence of any event or
circumstance which CapitalSource determines could have a material adverse effect
on (a) the condition,  operations, assets, business or prospects of any Borrower
or  Guarantor,  (b) any  Borrower's or  Guarantor's  ability to pay the Loans or
perform the obligations in accordance with the terms of the Loan Documents,  (c)
the value of the Collateral,  or CapitalSource's liens on the Collateral for the
Loans  or the  priority  of any  such  lien  or  security  interest,  or (d) the
practical  realization  of the benefits of  CapitalSource's  rights and remedies
under the Loan Documents.

         "Mortgaged  Real Property"  shall mean all of a Borrower's now owned or
hereafter acquired right, title and interest in and to any real property,  unit,
interval,  condominium unit, common area, or other real and personal property of
any and  every  type,  together  with all  easements,  rights-of-way,  and other
appurtenances  thereto,  that is encumbered by the Lien of any mortgage executed
by a Borrower in favor of CapitalSource.

         "Net  Income"  means,  for any  period,  the net  earnings  (or the net
deficit,  if expenses  and charges  exceed  revenues and other  property  income
credits)  of  any  Person  for  such  period,  after  provisions  for  cash  tax
distributions and after extraordinary items, determined in accordance with GAAP.

         "Net  Worth"  shall  mean the  excess of total  assets  of any  Person,
determined in accordance  with GAAP less all assets of such Person which reflect
obligations  or amounts due or payable to such Person from any affiliate of such
Person,  over total  liabilities  of such Person without taking into account any
payables or receivables  due among such Person and any Borrowers,  determined in
accordance with GAAP.

         "Payment Default" is defined in Section 9.8 hereof.

         "Person" shall mean an  individual,  a  partnership,  a corporation,  a
limited liability company, a business trust, a joint stock company,

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 16

<PAGE>

EXHIBIT 10.1

a  trust,  an  unincorporated  association,  a  joint  venture,  a  governmental
authority or any other entity of whatever nature.

         "Resort" shall mean  collectively  all improved and unimproved real and
personal  property that comprises or is located at any condominium or horizontal
property  regime that exists or may in the future  exist,  which is security for
any Loan, as such real and personal property is more  particularly  described in
the Ocean City Mortgage,  the Riverside Mortgage, the Avenue Plaza Mortgage, the
St. Thomas  Mortgage,  an Inventory  Mortgage or Construction  Mortgage (as such
terms are  described  in the  Bridge  Loan  Agreement),  and any other  mortgage
granted for the benefit of  CapitalSource  as security for all or any portion of
the Loans.

         "Second Master  Modification  Closing Date" shall mean the date of this
Second Master Modification Agreement.

         "Solvent" means, with respect to any Person, that the fair value of the
assets of such  Person  (both at fair  valuation  and at present  fair  saleable
value)  is,  on the date of  determination,  greater  than the  total  amount of
liabilities  (including contingent and unliquidated  liabilities) of such Person
as of such  date and  that,  as of such  date,  such  Person  is able to pay all
liabilities of such Person as such  liabilities  mature and such Person does not
have  unreasonably  small  capital  with  which  to carry  on its  business.  In
computing the amount of contingent or unliquidated liabilities at any time, such
liabilities  will be computed at the amount which, in light of all the facts and
circumstances  existing at such time,  represents the amount that can reasonably
be expected to become an actual or matured liability discounted to present value
at rates believed to be reasonable by such Person.

         "Tangible  Assets" shall mean,  as of any date and for any Person,  the
total assets of such Person, determined in accordance with GAAP, less all assets
of such Person which would be classified as  non-identifiable  intangible assets
under GAAP (including, without limitation, (i) good will, and (ii) all assets of
such Person which reflect obligations or amounts due or payable to such Person).

         "Tangible Net Worth" shall mean, as of any date and for any Person, the
excess of the Tangible Assets of any Person, determined in accordance with GAAP,
over total liabilities of such Person, determined in accordance with GAAP.

         "Unit" shall mean a residential  condominium,  apartment, or hotel unit
at a Resort designated for timeshare use in the Applicable  Declaration or other
timeshare  documents related thereto,  whether  denominated as a "villa unit," a
"condominium  villa  unit,"  or  otherwise,  together  with  all  common  areas,
easements and other appurtenances thereto.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 17


<PAGE>
EXHIBIT 10.1

         1.3 Additional  Loans.  Attached  hereto as Exhibit "A" is a listing of
all loans  made by third  party  lenders to one or more of  Borrowers  having an
outstanding  principal  balance in excess of $250,000,  as of the Second  Master
Modification  Closing  Date,  which is  incorporated  herein  by this  reference
(individually, the "Additional Loan" and collectively, the "Additional Loans").

SECTION 2: BRIDGE LOAN

         2.1 Borrower and Lender.  As of the date  hereof,  the term  "Borrower"
when used with  respect to the Bridge  Loan or the Bridge Loan  Documents  shall
mean,  collectively,  the Company,  ERC, RFI and EFI and the term "Lender" shall
mean  CapitalSource,  regardless of how  "Borrower"  and "Lender" may previously
have been defined in any of the Bridge Loan Documents executed prior to the date
hereof.

         2.2 Maturity  Date.  The definition of Maturity Date in Section 1.56 of
the Bridge Loan Agreement is hereby deleted in its entirety and the following is
hereby substituted therefor:

          "1.56  Maturity  Date. The Loan shall mature and be payable in full on
     August 31, 2004 ("Maturity Date") as long as no Default or Event of Default
     exists under any loan document or security agreement with respect to any of
     the Loans (as such term is defined in the Second  Master Loan  Modification
     Agreement  dated  September  7,  2001  [the  "Second  Master   Modification
     Agreement"] by and between  CapitalSource Finance LLC, Borrower and certain
     other parties)."

         2.3 Note. The Bridge Loan Note is hereby amended as follows:

          (a)  Principal  and  Interest.  Section II of the Bridge  Loan Note is
     hereby deleted in its entirety and the following substituted therefor:

          "II. Principal and Interest. Provided that no Event of Default exists,
     interest  shall accrue on the Applicable  Principal  Balance (as defined in
     the Second Master  Modification  Agreement defined in Section III B hereof)
     of this Note from time to time  outstanding,  and Makers shall pay interest
     thereon, at a fluctuating rate per annum (on the basis of the actual number
     of days  elapsed  over a year of 360 days)  equal to the greater of (i) the
     Prime  Rate  plus two  percent  (2.00%),  or (ii) ten  percent  (10%).  The
     Interest  Rate charged for each one (1) month period during the term of the
     Loan  shall be fixed  based  upon the Prime  Rate  published  or  otherwise
     determined  prior to and in  effect  as of the  third  (3rd)  Business  Day
     following the tenth (10th) day of each calendar month. For purposes of this
     Note,  "Prime  Rate"  shall  mean  the  prime  commercial  lending  rate as
     announced  from time to time by  Citibank,  N.A.  or its  successor  at its
     principal  office in New York,  New York or such  other  office as shall be
     reasonably  acceptable  to Holder  (it  being  understood  that said  prime
     commercial  lending  rate is a  reference  rate and  does  not  necessarily
     represent  the lowest or best rate  being  charged  to SECOND  MASTER  LOAN
     MODIFICATION AGREEMENT -- Page 18


<PAGE>
EXHIBIT 10.1

     any customer),  each change in said rates to be effective as of the date of
     such change."

     (b) Maturity Date.  Section III B of the Bridge Loan Note is hereby deleted
     in its entirety and the following substituted therefor:  "B. Maturity Date.
     The entire  outstanding  principal balance of this Note,  together with all
     accrued  but  unpaid  interest  thereon  and any fees,  charges,  and other
     amounts  owed by Makers to Holder,  pursuant to any of the Loan  Documents,
     shall be payable to Holder on or before August 31, 2004  ("Maturity  Date")
     as long as no Default or Event of Default exists under any loan document or
     security  agreement  with  respect  to any of the  Loans  (as such  term is
     defined in the Second Master Loan Modification dated September 7, 2001 [the
     "Second  Master  Modification  Agreement"]  by  and  between  CapitalSource
     Finance LLC, Makers and the other parties thereto)."

         2.4 Base Rate;  Interest  Rate.  The definition of Base Rate in Section
1.16 of the  Bridge  Loan  Agreement  is hereby  deleted  in its  entirety.  The
definition  of Interest  Rate in Section  1.46 of the Bridge Loan  Agreement  is
hereby deleted in its entirety and the following substituted therefor:

          "1.46 Interest  Rate. On any given date, a fluctuating  rate per annum
     (on the basis of the actual number of days elapsed over a year of 360 days)
     equal to the  greater of (i) the Prime Rate plus two  percent  (2.00%),  or
     (ii) ten percent  (10%).  The Interest  Rate charged for each one (1) month
     period during the term of the Loan shall be fixed based upon the Prime Rate
     published  or otherwise  determined  prior to and in effect as of the third
     (3rd) Business Day following the tenth (10th) day of each calendar month."

         2.5 Prime Rate.  The  definition  of Prime Rate in Section  1.69 of the
Bridge  Loan  Agreement  is hereby  deleted in its  entirety  and the  following
substituted therefor:

          "1.69 Prime Rate. The prime commercial  lending rate as announced from
     time to time by Citibank,  N.A. or its successor at its principal office in
     New York, New York, or such other office as shall be reasonably  acceptable
     to Lender (it being understood that said prime commercial lending rate is a
     reference rate and does not  necessarily  represent the lowest or best rate
     being charged to any  customer),  each change in said rates to be effective
     as of the date of such change."

         2.6  Prepayment  of the Bridge Loan.  The Bridge Loan may be prepaid in
whole  or in  part  without  premium  or  penalty  for an  amount  equal  to the
Applicable Principal Balance of the Bridge Loan on the date of prepayment.  Upon
payment in full of the Bridge Loan,  CapitalSource  shall execute and deliver to
Borrowers  such  documents  and  instruments  as may  necessary  to release  and
terminate  the  security  interests,  liens,  mortgages,  or other  encumbrances
related to the Bridge Loan, all of which shall be in form  sufficient for filing
and recording with all applicable filing and recording offices.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 19


<PAGE>
EXHIBIT 10.1

         2.7 Reporting Requirements. Section 6.1(g) of the Bridge Loan Agreement
is hereby  deleted in its  entirety;  it being the intent of the parties  hereto
that the  provisions  of Section  9.13 hereof  shall  hereafter  supercede  said
Section 6.1.

                           SECTION 3: OCEAN CITY LOAN

         3.1  Borrower,  Guarantor and Lender.  As of the date hereof,  the term
"Borrower"  when used with respect to the Ocean City Loan or the Ocean City Loan
Documents shall mean Coconut Malorie,  the term "Guarantors"  shall mean EFI and
Equivest Maryland, collectively, and the term "Lender," "Holder" and "RFI" shall
mean  CapitalSource,   regardless  of  how  "Borrower,"  "Guarantor,"  "Lender,"
"Holder"  and "RFI" may  previously  have been  defined in any of the Ocean City
Loan Documents executed prior to the date hereof.

         3.2  Amendment  to Ocean City  Mortgage.  As of the date  hereof and in
consideration  of  CapitalSource  entering into this Second Master  Modification
Agreement, Borrower has executed, and Guarantors hereby consent to the execution
of,  that  certain  Amendment  to  Mortgage  and  Security  Agreement  and UCC-1
Financing  Statement,  acknowledging  the  extension of the maturity date of the
Ocean  City Loan as set forth in  Section  3.3  hereof,  and  acknowledging  the
cross-collateralization of the Ocean City Loan with the other Loans as set forth
in the First Master  Modification  Agreement  and as set forth in Section 9.6 of
this Second Master Modification Agreement.

         3.3  Maturity  Date.  Section  III B of the  Ocean  City Note is hereby
deleted in its entirety and the following substituted therefor:

          "B. Maturity Date. The entire  outstanding  principal  balance of this
     Note,  together with all accrued but unpaid interest  thereon and any fees,
     charges, and other amounts owed by Maker to Holder,  pursuant to any of the
     Loan  Documents,  shall be payable to Holder on or before  August 31,  2004
     ("Maturity  Date") as long as no Default or Event of Default  exists  under
     any loan  document or security  agreement  with respect to any of the Loans
     (as such term is defined  in the  Second  Master  Loan  Modification  dated
     September  7, 2001 [the  "Second  Master  Modification  Agreement"]  by and
     between CapitalSource Finance LLC, Maker, Equivest Finance,  Inc., Equivest
     Maryland, Inc., and the other parties thereto)."

         3.4 Principal and Interest. Section II of the Ocean City Note is hereby
deleted in its entirety and the following substituted therefor:

          "II. Principal and Interest. Provided that no Event of Default exists,
     interest  shall accrue on the Applicable  Principal  Balance (as defined in
     the Second Master  Modification  Agreement defined in Section III B hereof)
     of this Note from time to time  outstanding,  and Maker shall pay  interest
     thereon, at a fluctuating rate per annum (on the basis of the actual number
     of days  elapsed  over a year of 360 days)  equal to the greater of (i) the
     Prime  Rate  plus two  percent  (2.00%),  or (ii) ten  percent  (10%).  The
     Interest  Rate charged for each one (1) month period during the term of the
     Loan  shall be fixed  based  upon the Prime  Rate  published  or  otherwise
     determined prior to and in effect as of the third (3rd) Business Day

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 20

<PAGE>

EXHIBIT 10.1

     following the tenth (10th) day of each calendar month. For purposes of this
     Note,  "Prime  Rate"  shall  mean  the  prime  commercial  lending  rate as
     announced  from time to time by  Citibank,  N.A.  or its  successor  at its
     principal  office in New York,  New York,  or such other office as shall be
     reasonably  acceptable  to Holder  (it  being  understood  that said  prime
     commercial  lending  rate is a  reference  rate and  does  not  necessarily
     represent  the lowest or best rate being  charged  to any  customer),  each
     change in said rates to be effective as of the date of such change."

         3.5  Interval  Release  Fees.  Section  III C of the Ocean City Note is
hereby deleted in its entirety and the following substituted therefor:

         "C. Interval Release Fees.

          (i) Maker shall pay Holder, via wire transfer,  an amount equal to (i)
     $2,000 per annual  Interval  Unit sold in the Project,  and (ii) $1,000 per
     biennial  Interval  Unit Sold in the Project.  Such  Interval  Release Fees
     shall be paid by Maker to Holder on a weekly or  biweekly  basis  after the
     consummation  of the closing of the sale of each  Interval Unit and applied
     by Holder to reduce the outstanding  principal balance of this Note. Holder
     will not be  obligated  to  deliver  to Maker any  partial  release of lien
     relating  to any  Interval  Unit sold  until (i) Holder  has  received  the
     Interval Release Fees applicable to the sale of such Interval Unit and (ii)
     all other  conditions  set forth in  Section 29 of the  Mortgage  have been
     satisfied.

          (ii)  Notwithstanding  the foregoing or any other term or provision of
     this Note to the contrary,  Maker shall be required to pay Holder an amount
     (the "Deficiency Payment") equal to the difference between (i) $550,000 and
     (ii)  the sum of all  Interval  Release  Fees  paid by  Maker  pursuant  to
     subparagraph  (i) above during the  preceding  twelve (12)  calendar  month
     period ending on August 31st,  which  Deficiency  Payments shall be paid by
     Maker to Holder  commencing  on August 31,  2002,  and  continuing  on each
     subsequent  August 31 during the term of this Note until  August 31,  2004,
     whereupon the entire  principal  balance hereof,  together with all accrued
     but unpaid interest thereon and any fees, charges and other amounts owed by
     Maker to Holder hereunder, shall be payable to Holder in full; it being the
     intent of the parties  hereto that  notwithstanding  the number of Interval
     Units sold during such twelve (12) month period, Maker shall make principal
     payments to Holder for such twelve (12) month period in the aggregate of at
     least $550,000.  Notwithstanding  anything set forth above to the contrary,
     in the event  that the  Interval  Release  Fees paid to Holder  during  any
     twelve (12) month period  exceed the minimum  amount  required  during such
     period,  then the  excess  amount  shall be applied by Holder to reduce the
     minimum amount due for the immediately  following twelve month period. Upon
     receipt  by  Holder  of any  Deficiency  Payment  in  accordance  with  the
     foregoing,  Holder shall execute and deliver to Maker a partial  release of
     lien with respect to a certain number of Interval Units equal to the amount
     of the Deficiency Payment divided by the Interval Release Fee applicable to
     such Interval Units; provided, however, that Holder shall determine, in its
     sole discretion, the Interval Units to be released.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 21


<PAGE>

EXHIBIT 10.1

          (iii) Maker  acknowledges  that the  Mortgage  does and  continues  to
     secure the other  Pool Loans (as such term is defined by the Second  Master
     Modification Agreement) in accordance with Section 9.6 of the Second Master
     Modification  Agreement.  Subject to the  provisions  of Section 9.6 of the
     Second  Master  Modification  Agreement,  Maker agrees that upon payment in
     full of the loan  evidenced by this Note,  Holder shall have no  obligation
     discharge  this Note or to  deliver  to Maker any  partial  release of lien
     relating to any Interval Unit subsequently sold unless and until Holder has
     received the Interval  Release Fees  applicable  to the sale of an Interval
     Unit.  Upon  receipt  by  Holder  of such  Interval  Release  Fees for each
     Interval Unit sold, Holder shall deliver to Maker a partial release of lien
     pertaining  to such  Interval  Unit and  Holder  shall  apply the  Interval
     Release Fees  received by Holder to the repayment of the Pool Loans in such
     order and manner as Holder may require."

         3.6 Prepayment.  Section IV of the Ocean City Note is hereby deleted in
its entirety and the following substituted therefor:

          "IV  Prepayment.  Maker may prepay this Note,  in whole or in part, at
     any time upon fifteen (15) days' prior written  notice to Holder,  upon the
     payment of an amount equal to the product of (A) the Applicable  Prepayment
     Premium Percentage  (hereinafter  defined)  multiplied by (B) the amount of
     such prepayment;  provided,  however, that no such prepayment premium shall
     be due and payable to Holder (1) in connection with  prepayments that occur
     through (i) scheduled  amortization  payments to Holder  required under the
     Second Master Modification Agreement described in Section III B hereof, and
     (ii) the sale of each Interval Unit or any Deficiency  Payment  required to
     be paid to  Holder,  and (2) with  respect  to any  portion  of the Loan in
     excess of the Initial  Discounted  Principal Amount of the Loan (as defined
     in the Second  Master  Modification  Agreement).  As used herein,  the term
     "Applicable  Prepayment Premium Percentage" shall mean (a) in the event all
     or any portion of this Note is prepaid at any time on or before  August 31,
     2002,  two  percent  (2%),  and (b) in the event all or any portion of this
     Note is prepaid at any time after August 31, 2002 to and including February
     28, 2003, one percent (1%)."

         3.7 Mortgage.  The  definition of Mortgage in Section 1.18 of the Ocean
City  Loan  Agreement  is  hereby  deleted  in its  entirety  and the  following
substituted therefor:

          "1.18 "Mortgage"  means the Mortgage and Security  Agreement and UCC-1
     Financing  Statement  dated  October 24,  1997,  as amended by that certain
     Amendment to Mortgage and Security Agreement and UCC-1 Financing  Statement
     dated  September 7, 2001,  securing the payment of the Note and the payment
     and performance of all obligations  specified in the Mortgage and this Loan
     Agreement,  and  evidencing  a valid  and  enforceable  lien,  superior  in
     position to any and all other  mortgages  and/or liens thereon,  and direct
     assignment of, the Property."

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 22


<PAGE>
EXHIBIT 10.1

         3.8 Note. The definition of Note in Section 1.19 of the Ocean City Loan
Agreement  is hereby  deleted  in its  entirety  and the  following  substituted
therefor:

          "1.19  "Note"  means  the  Amended  and   Restated   Acquisition   and
     Development  Promissory  Note  from  OCCM to  Credit  Suisse  First  Boston
     Mortgage Capital LLC ("CSFB"),  and any successor or holder thereof,  dated
     April 20, 2001 in the original  principal amount of $4,521,150,  evidencing
     the Loan."

         3.9  Reporting  Requirements.  Section  5.21  of the  Ocean  City  Loan
Agreement is hereby deleted in its entirety,  it being the intent of the parties
that the  provisions  of Section  9.13 hereof  shall  hereafter  supercede  said
Section 5.21.

         3.10 Lender.  The first  paragraph of the Ocean City Loan  Agreement is
amended to delete the reference to "Resort Funding, Inc., a Delaware corporation
("RFI"),"  and replace it with  "CapitalSource  Finance LLC, a Delaware  limited
liability  company  ("Lender")."  All references to "RFI" in the Ocean City Loan
Agreement are hereby amended to read "Lender."

         3.11  Indebtedness.  The Ocean City Loan Agreement is hereby amended to
add thereto the following:

          "5.27 Indebtedness.  OCCM shall not create,  incur,  assume, or in any
     manner become liable in respect to any  Indebtedness  in excess of $250,000
     in the aggregate  outstanding at any time except for: (i)  Indebtedness  to
     Lender; (ii) Indebtedness  evidenced by the Additional Loans (as defined in
     that certain Second Master  Modification  Agreement dated September 7, 2001
     by and between OCCM,  Lender and the other  entities  party  thereto);  and
     (iii) Indebtedness  related to trade debt from customer receivables arising
     in the ordinary sale of inventory.  For purposes of this Section 5.27,  the
     term  "Indebtedness"  shall  mean  and  refer  to (a) all  obligations  for
     borrowed money, (b) all obligations evidenced by bonds,  debentures,  notes
     or similar instruments, (c) all obligations under conditional sale or other
     title  retention  agreements  relating to property or assets  purchased  by
     OCCM, and (d) all  obligations  issued or assumed as the deferred  purchase
     price of property or services (excluding trade accounts payable and accrued
     obligations  incurred in the ordinary course of business such as, insurance
     premiums,   capital   expenditures  made  in  connection  with  repairs  or
     renovation to any improvements  constituting part of the collateral for the
     Loan, real property taxes and utility expenses)."

         3.12  Mortgage.  The  definition  of Mortgage in Section I of the Ocean
City  Note is hereby  deleted  in its  entirety  and the  following  substituted
therefor:

          "...(i)  that  certain  Mortgage  and  Security  Agreement  and  UCC-1
     Financing Statement,  dated October 24, 1997, executed by Maker in favor of
     Resort Funding,  Inc. ("RFI"),  recorded in Liber 2445, at Folio 574 of the
     Land Records of Worcester County,  Maryland,  and assigned to Credit Suisse
     First  Boston  Mortgage  Capital  LLC  ("CSFB")  pursuant  to that  certain
     Assignment of Mortgage and Other Loan

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 23

<PAGE>

EXHIBIT 10.1

          Documents  dated as of March 26,  1999 by RFI to and in favor of CSFB,
          and assigned to Holder pursuant to that certain Assignment of Mortgage
          dated as of  August  29,  2001 by CSFB to and in favor of  Holder,  as
          amended by that certain  Amendment to Mortgage and Security  Agreement
          and UCC-1 Financing  Statement,  dated September 7, 2001,  executed by
          Maker in favor of Holder  (hereinafter  collectively,  and as the same
          may be amended from time to time, the "Mortgage"); ..."

                           SECTION 4: RIVERSIDE LOAN

         4.1  Borrower,  Guarantor and Lender.  As of the date hereof,  the term
"Borrower"  when used with respect to the Riverside  Loan or the Riverside  Loan
Documents shall mean Equivest Texas,  the term  "Guarantor"  shall mean EFI, and
the term  "Lender"  shall  mean  CapitalSource,  regardless  of how  "Borrower,"
"Guarantor"  and  "Lender"  may  previously  have  been  defined  in  any of the
Riverside Loan Documents executed prior to the date hereof.

         4.2  Amendment  to  Deed  of  Trust.  As of  the  date  hereof  and  in
consideration  of  CapitalSource  entering into this Second Master  Modification
Agreement, Borrower has executed, and Guarantors hereby consent to the execution
of,  that  certain   Amendment   to  Deed  of  Trust  and  Security   Agreement,
acknowledging  the extension of the maturity  date of the Riverside  Loan as set
forth in Section 4.6 hereof,  and acknowledging the  cross-collateralization  of
the  Riverside  Loan  with the  other  Loans as set  forth in the  First  Master
Modification  Agreement  and as set forth in Section 9.6 of this  Second  Master
Modification Agreement.

         4.3  Principal  and  Interest.  Section 2(a) of the  Riverside  Note is
hereby  deleted in its entirety and the following  substituted  therefor:  "2(a)
Principal and Interest.  As long as no Event of Default  exists,  interest shall
accrue on the  Applicable  Principal  Balance (as  defined in the Second  Master
Modification  Agreement dated September 7, 2001 [the "Second Master Modification
Agreement"]  by  and  between  CapitalSource  Finance  LLC,  Borrower,  Equivest
Finance,  Inc.,  and the other  parties  thereto) of this Note from time to time
outstanding  and Borrower  shall pay interest  thereon at a rate (the  "Interest
Rate") equal to a floating  rate per annum equal to the greater of (i) the prime
commercial lending rate as announced from time to time by Citibank,  N.A. or its
successor,  at its principal  office in New York, New York, or such other office
as shall be reasonably acceptable to Lender (it being understood that said prime
commercial  lending rate is a reference rate and does not necessarily  represent
the lowest or best rate being charged to any customer) (the "Prime Rate"),  plus
two percent (2%), or (ii) ten percent (10%). The Interest Rate for each calendar
month shall be fixed based upon the Prime Rate published or otherwise determined
prior to and in effect as of the third (3rd)  business day  following  the tenth
(10th) day of each calendar month. Interest shall accrue daily on the basis of a
three  hundred  sixty (360) day year and  charged for the actual  number of days
elapsed."

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 24


<PAGE>
EXHIBIT 10.1

         4.4 Interest  Payments.  Section 3(a) of the  Riverside  Note is hereby
amended to delete in its entirety the first  sentence of Section 3(a)  regarding
"Lender's" requirement to send monthly interest invoices.

         4.5  Principal  Payments.  Section  7(a) of the  Riverside  Mortgage is
hereby deleted in its entirety.  Sections 3(b) and (c) of the Riverside Note are
hereby deleted in their entirety and the following substituted therefor:

          "3(b)  Principal  Payments.  Borrower shall make  mandatory  principal
     payments  to  Lender,  to be paid on the  sale of each and  every  Interval
     (individually,  a  "Interval  Release  Fee"  and,  collectively,  "Interval
     Release  Fees")  without  regard to  whether  such  sale be by direct  cash
     payment to Borrower,  or by financed installment  purchase.  Borrower shall
     pay to Lender (i) for each annual Interval sold, an Interval Release Fee of
     $2,317.50,  and (ii) for each biennial  Interval sold, an Interval  Release
     Fee of $1,158.75.  Interval Release Fees will be paid by Borrower to Lender
     on a weekly or biweekly basis after the  consummation of the closing of the
     sale of  each  Interval  and  will be  applied  by  Lender  to  reduce  the
     outstanding principal balance of this Note. Lender will not be obligated to
     deliver to Borrower  any partial  release of lien  relating to any Interval
     sold until (i) Lender has received the Interval  Release Fee  applicable to
     the sale of such Interval and (ii) all other conditions to such release set
     forth in Section 7(b) and (c) of the Deed of Trust have been satisfied.

          (c)  Notwithstanding  the  foregoing or any other term or provision of
     this Note to the  contrary,  Borrower  shall be  required  to pay Lender an
     amount  (the  "Deficiency  Payment")  equal to the  difference  between (i)
     $927,000  and (ii) the sum of all  Interval  Release  Fees paid by Borrower
     pursuant  to  subparagraph  (b) above  during  the  preceding  twelve  (12)
     calendar  month period  ending on August 31st,  which  Deficiency  Payments
     shall be paid by  Borrower to Lender  commencing  on August 31,  2002,  and
     continuing on each subsequent  August 31 during the term of this Note until
     August 31, 2004,  whereupon the entire principal  balance hereof,  together
     with all accrued  but unpaid  interest  thereon  and any fees,  charges and
     other  amounts  owed by Borrower to Lender  hereunder,  shall be payable to
     Lender  in  full;   it  being  the  intent  of  the  parties   hereto  that
     notwithstanding  the number of Intervals sold during such twelve (12) month
     period,  Borrower shall make  principal  payments to Lender for such twelve
     (12) month period in the  aggregate of at least  $927,000.  Notwithstanding
     anything  set forth above to the  contrary,  in the event that the Interval
     Release Fees paid to Lender  during any twelve (12) month period exceed the
     minimum amount required during such period, then the excess amount shall be
     applied by Lender to reduce  the  minimum  amount  due for the  immediately
     following  twelve month  period.  Upon receipt by Lender of any  Deficiency
     Payment in accordance with the foregoing,  Lender shall execute and deliver
     to Borrower a partial  release of lien with respect to a certain  number of
     Intervals  equal to the  amount of the  Deficiency  Payment  divided by the
     Interval Release Fee applicable to such Intervals;  provided, however, that
     Lender shall  determine,  in its sole  discretion,  the SECOND  MASTER LOAN
     MODIFICATION AGREEMENT -- Page 25


<PAGE>
EXHIBIT 10.1

     Intervals to be released. Borrower acknowledges that the Deed of Trust does
     and continues to secure the other Pool Loans in accordance with Section 9.6
     of the Second Master Modification  Agreement.  Subject to the provisions of
     Section 9.6 of the Second Master  Modification  Agreement,  Borrower agrees
     that upon payment in full of the loan evidenced by this Note,  Lender shall
     have no  obligation  discharge  this Note or to  deliver  to  Borrower  any
     partial release of lien relating to any Interval  subsequently  sold unless
     and until Lender has received the Interval  Release Fees  applicable to the
     sale of an Interval.  Upon receipt by Lender of such Interval  Release Fees
     for each Interval sold,  Lender shall deliver to Borrower a partial release
     of lien  pertaining  to such  Interval  and Lender shall apply the Interval
     Release Fees  received by Lender to the repayment of the Pool Loans in such
     order and manner as Lender may require."

         4.6 Maturity Date. Section 3(e) of the Riverside Note is hereby deleted
in its entirety and the following substituted therefor:

          "3(e)  Maturity  Date.  The Loan shall be due and payable on or before
     August 31, 2004 ("Maturity Date")."

         4.7  Prepayment.  Section 4 of the Riverside  Note is hereby deleted in
its entirety and the following substituted  therefor:  "Borrower may prepay this
Note,  in whole or in part,  at any time upon fifteen  (15) days' prior  written
notice to Lender,  upon the payment of an amount equal to the product of (A) the
Applicable Prepayment Premium Percentage (hereinafter defined) multiplied by (B)
the  amount  of such  prepayment;  provided,  however,  that no such  prepayment
premium  shall be due and payable to Lender (1) in connection  with  prepayments
that occur through (i) scheduled  amortization payments to Lender required under
the Second Master  Modification  Agreement  described in Section 2(a) above, and
(ii) the payment of any  Interval  Release  Fees  arising  from the sale of each
Interval or any Deficiency  Payment required to be paid to Lender,  and (2) with
respect to any amount in excess of the Initial  Discounted  Principal  Amount of
this Note (as  defined in the Second  Master  Modification  Agreement).  As used
herein, the term "Applicable  Prepayment  Premium  Percentage" shall mean (a) in
the event all or any  portion  of this Note is  prepaid at any time on or before
August 31, 2002,  two percent  (2%),  and (b) in the event all or any portion of
this Note is prepaid at any time after August 31, 2002 to and including February
28, 2003, one percent (1%)."

         4.8  Indebtedness.  The Riverside Note is hereby amended to add thereto
the following:

          "19 Indebtedness.  Borrower shall not create, incur, assume, or in any
     manner become liable in respect to any  Indebtedness  in excess of $250,000
     in the aggregate  outstanding at any time except for: (i)  Indebtedness  to
     Lender; (ii) Indebtedness  evidenced by the Additional Loans (as defined in
     the Second Master Modification  Agreement);  and (iii) Indebtedness related
     to trade debt from  customer  receivables  arising in the ordinary  sale of
     inventory. For purposes of this Paragraph19,  the term "Indebtedness" shall
     mean  and  refer  to (a)  all  obligations  for  borrowed  money,  (b)  all
     obligations

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 26


<PAGE>
EXHIBIT 10.1

     evidenced  by bonds,  debentures,  notes or  similar  instruments,  (c) all
     obligations  under  conditional  sale or other title  retention  agreements
     relating  to  property  or  assets  purchased  by  Borrower,  and  (d)  all
     obligations issued or assumed as the deferred purchase price of property or
     services (excluding trade accounts payable and accrued obligations incurred
     in the ordinary  course of business such as,  insurance  premiums,  capital
     expenditures   made  in  connection  with  repairs  or  renovation  to  any
     improvements  constituting  part of the  collateral  for  this  Note,  real
     property taxes and utility expenses)."

                          SECTION 5: AVENUE PLAZA LOAN

         5.1  Borrower,  Guarantor and Lender.  As of the date hereof,  the term
"Borrower"  when used with  respect to the Avenue Plaza Loan or the Avenue Plaza
Loan Documents shall mean Avenue Plaza, the term "Guarantors" shall mean EFI and
Equivest  Louisiana,  together,  and the term "Lender" shall mean CapitalSource,
regardless of how "Borrower,"  "Guarantor" and "Lender" may previously have been
defined in any of the Avenue  Plaza Loan  Documents  executed  prior to the date
hereof.

         5.2  Amendment to Avenue Plaza  Mortgage.  As of the date hereof and in
consideration  of  CapitalSource  entering into this Second Master  Modification
Agreement, Borrower has executed, and Guarantors hereby consent to the execution
of, that certain Amendment to Act of Mortgage, Security Agreement and Assignment
of Leases and Rentals,  acknowledging  the extension of the maturity date of the
Avenue Plaza Loan as set forth in Section 5.3 hereof, amending the amount of the
"Unit Release Fee" as defined therein,  and amending reporting  requirements and
other covenants set forth therein.

         5.3  Maturity  Date.  Section III B of the Avenue  Plaza Note is hereby
deleted in its entirety and the following substituted therefor:

          "B. Maturity Date. The entire  outstanding  principal  balance of this
     Note,  together with all accrued but unpaid interest  thereon and any fees,
     charges, and other amounts owed by Maker to Holder,  pursuant to any of the
     Loan  Documents,  shall be payable to Holder on or before  August 31,  2005
     ("Maturity  Date") as long as no Default or Event of Default  exists  under
     any loan  document or security  agreement  with respect to any of the Loans
     (as such term is defined  in the  Second  Master  Loan  Modification  dated
     September  7, 2001 [the  "Second  Master  Modification  Agreement"]  by and
     between CapitalSource Finance LLC, Maker, Equivest Finance,  Inc., Equivest
     Louisiana, Inc., and the other parties thereto)."

         5.4  Principal  and  Interest.  Section II of the Avenue  Plaza Note is
hereby deleted in its entirety and the following substituted therefor:

          "II. Principal and Interest. Provided that no Event of Default exists,
     interest  shall accrue on the Applicable  Principal  Balance (as defined in
     the Second Master  Modification  Agreement defined in Section III B hereof)
     of this Note from time to time  outstanding,  and Maker shall pay  interest
     thereon, at a fluctuating rate per annum (on the

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 27


<PAGE>
EXHIBIT 10.1

     basis of the actual  number of days  elapsed over a year of 360 days) equal
     to the greater of (i) the Prime Rate plus two percent (2.00%),  or (ii) ten
     percent  (10%).  The  Interest  Rate  charged for each one (1) month period
     during  the term of the  Loan  shall be fixed  based  upon the  Prime  Rate
     published  or otherwise  determined  prior to and in effect as of the third
     (3rd)  Business Day following the tenth (10th) day of each calendar  month.
     For  purposes of this Note,  "Prime  Rate" shall mean the prime  commercial
     lending  rate as  announced  from  time to time by  Citibank,  N.A.  or its
     successor,  at its  principal  office in New York,  New York, or such other
     office as shall be  reasonably  acceptable  to Lender (it being  understood
     that said prime  commercial  lending rate is a reference  rate and does not
     necessarily  represent  the  lowest  or  best  rate  being  charged  to any
     customer), each change in said rates to be effective as of the date of such
     change."

         5.5  Prepayment.  Section IV of the Avenue Plaza Note is hereby deleted
in its entirety and the following substituted therefor:

               "IV Prepayment.  Maker may prepay this Note, in whole or in part,
          at any time upon  fifteen (15) days' prior  written  notice to Holder,
          upon  the  payment  of an  amount  equal  to the  product  of (A)  the
          Applicable   Prepayment  Premium  Percentage   (hereinafter   defined)
          multiplied by (B) the amount of such  prepayment;  provided,  however,
          that no such prepayment premium shall be due and payable to Holder (1)
          in connection  with  prepayments  that occur through (i) the scheduled
          amortization  payments  to Holder  required  under the  Second  Master
          Modification Agreement described in Section III B hereof, and (ii) the
          payments  of  Unit  Release  Fees  arising  from  the  sale(s)  of any
          Condominium Parcel(s) (as defined in the Declaration referenced in the
          Mortgage)  or any  Deficiency  Payment  required  to be paid to Holder
          pursuant to the Second  Master  Modification  Agreement,  and (2) with
          respect to any amount in excess of the  Initial  Discounted  Principal
          Amount of this Note (as  defined  in the  Second  Master  Modification
          Agreement).  As used herein,  the term "Applicable  Prepayment Premium
          Percentage"  shall  mean (a) in the event all or any  portion  of this
          Note is prepaid at any time on or before August 31, 2002,  two percent
          (2%),  (b) in the event all or any  portion of this Note is prepaid at
          any time after August 31, 2002 to and including  August 31, 2003,  one
          percent (1%),  and (c) in the event all or any portion of this Note is
          prepaid at any time after August 31, 2003 to and including  August 31,
          2004, one half of one percent (0.50%)." Notwithstanding the foregoing,
          Maker may prepay the entire then outstanding principal balance of this
          Note  including all accrued and unpaid  interest  earned thereon on or
          before August 31, 2002,  subject to the terms and conditions set forth
          in Section 5.7 of the Second Master Modification  Agreement defined in
          Section III B hereof."

         5.6  Mortgage.  The  definition  of Mortgage in Section I of the Avenue
Plaza  Note is hereby  deleted in its  entirety  and the  following  substituted
therefor:

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 28


<PAGE>
EXHIBIT 10.1

               "...that  certain  Act  of  Mortgage,   Security   Agreement  and
          Assignment  of  Leases  and  Rentals  dated as of  December  19,  1997
          executed  by Maker in favor of  Holder,  as  amended  by that  certain
          Amendment to Act of Mortgage,  Security  Agreement  and  Assignment of
          Leases and Rentals dated  September 7, 2001 executed by Maker in favor
          of Holder (as the same may be further  amended from time to time,  the
          "Mortgage"), ..."


         5.7 Prepayment Discount.  CapitalSource,  Borrower and Guarantors agree
that provided no Event of Default has occurred,  Borrower and/or  Guarantors may
prepay, in whole (but not less than whole), the Avenue Plaza Loan, including all
accrued and unpaid  interest  earned thereon at any time on or before August 31,
2002, for an amount equal to the then Applicable Principal Balance of the Avenue
Plaza Loan,  less an additional  amount equal to the  applicable  percentage set
forth below of  $234,384,  the portion of the  Commitment  Fee  allocable to the
Avenue Plaza Loan,  and the date of repayment of the Avenue Plaza Loan:  Date of
Repayment  Percentage/Amount  Prior to November 30, 2001 75% or $175,788.00 From
November 30, 2001 to February 28, 2002 50% or $117,191.95  From March 1, 2002 to
August 31, 2002 25% or $58,595.97  After August 31, 2002 0% or $0.00 If Borrower
and/or Guarantors elect to prepay the entire Applicable Principal Balance of the
Avenue Plaza Loan including all accrued and unpaid interest thereon on or before
August 31, 2002,  CapitalSource agrees to waive the prepayment penalty set forth
in Section IV of the Avenue Plaza Note (as amended by Section 5.5 hereof).

         5.8  Indebtedness.  Section 5.1 of the Avenue Plaza  Mortgage is hereby
deleted in its entirety.

         5.9 Additional Covenant. The Avenue Plaza Note is hereby amended to add
thereto the following:

               "X .G Indebtedness.  Maker shall not create, incur, assume, or in
          any manner become liable in respect to any  Indebtedness  in excess of
          $250,000 in the  aggregate  outstanding  at any time  except for:  (i)
          Indebtedness to Lender; (ii) Indebtedness  evidenced by the Additional
          Loans (as defined in the Second Master  Modification  Agreement);  and
          (iii)  Indebtedness  related to trade debt from  customer  receivables
          arising  in the  ordinary  sale of  inventory.  For  purposes  of this
          Paragraph X.G, the term "Indebtedness" shall mean and refer to (a) all
          obligations  for  borrowed  money,  (b) all  obligations  evidenced by
          bonds, debentures,  notes or similar instruments,  (c) all obligations
          under conditional sale or other title retention agreements relating to
          property or assets purchased by Maker, and (d) all obligations  issued
          or assumed as the  deferred  purchase  price of  property  or services
          (excluding trade accounts payable and accrued obligations  incurred in
          the ordinary course of business such as, insurance

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 29


<PAGE>

EXHIBIT 10.1

               "...that  certain  Act  of  Mortgage,   Security   Agreement  and
          Assignment  of  Leases  and  Rentals  dated as of  December  19,  1997
          executed  by Maker in favor of  Holder,  as  amended  by that  certain
          Amendment to Act of Mortgage,  Security  Agreement  and  Assignment of
          Leases and Rentals dated  September 7, 2001 executed by Maker in favor
          of Holder (as the same may be further  amended from time to time,  the
          "Mortgage"), ..."

         5.7 Prepayment Discount.  CapitalSource,  Borrower and Guarantors agree
that provided no Event of Default has occurred,  Borrower and/or  Guarantors may
prepay, in whole (but not less than whole), the Avenue Plaza Loan, including all
accrued and unpaid  interest  earned thereon at any time on or before August 31,
2002, for an amount equal to the then Applicable Principal Balance of the Avenue
Plaza Loan,  less an additional  amount equal to the  applicable  percentage set
forth below of  $234,384,  the portion of the  Commitment  Fee  allocable to the
Avenue Plaza Loan,  and the date of repayment of the Avenue Plaza Loan:  Date of
Repayment  Percentage/Amount  Prior to November 30, 2001 75% or $175,788.00 From
November 30, 2001 to February 28, 2002 50% or $117,191.95  From March 1, 2002 to
August 31, 2002 25% or $58,595.97  After August 31, 2002 0% or $0.00 If Borrower
and/or Guarantors elect to prepay the entire Applicable Principal Balance of the
Avenue Plaza Loan including all accrued and unpaid interest thereon on or before
August 31, 2002,  CapitalSource agrees to waive the prepayment penalty set forth
in Section IV of the Avenue Plaza Note (as amended by Section 5.5 hereof).

         5.8  Indebtedness.  Section 5.1 of the Avenue Plaza  Mortgage is hereby
deleted in its entirety.

         5.9 Additional Covenant. The Avenue Plaza Note is hereby amended to add
thereto the following:

               "X .G Indebtedness.  Maker shall not create, incur, assume, or in
          any manner become liable in respect to any  Indebtedness  in excess of
          $250,000 in the  aggregate  outstanding  at any time  except for:  (i)
          Indebtedness to Lender; (ii) Indebtedness  evidenced by the Additional
          Loans (as defined in the Second Master  Modification  Agreement);  and
          (iii)  Indebtedness  related to trade debt from  customer  receivables
          arising  in the  ordinary  sale of  inventory.  For  purposes  of this
          Paragraph X.G, the term "Indebtedness" shall mean and refer to (a) all
          obligations  for  borrowed  money,  (b) all  obligations  evidenced by
          bonds, debentures,  notes or similar instruments,  (c) all obligations
          under conditional sale or other title retention agreements relating to
          property or assets purchased by Maker, and (d) all obligations  issued
          or assumed as the  deferred  purchase  price of  property  or services
          (excluding trade accounts payable and accrued obligations  incurred in
          the ordinary course of business such as, insurance

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 29

<PAGE>

EXHIBIT 10.1

          premiums,  capital  expenditures  made in  connection  with repairs or
          renovation to any improvements constituting part of the collateral for
          this Note,  real property taxes and utility  expenses)."  5.10 Release
          Fees.  Notwithstanding  anything  contained in Section 2.6 or Schedule
          "A" of the Avenue Plaza Mortgage,  Avenue Plaza,  Equivest  Louisiana,
          EFI and CapitalSource agree as follows:

         (a) Schedule A of the Avenue Plaza Mortgage is hereby  deleted.  Avenue
Plaza  agrees  that the term "Unit  Release  Fees," as used in the Avenue  Plaza
Mortgage  and in the  Avenue  Plaza  Note,  shall  mean an  amount  equal to (i)
$2,500.00  for each annual  Condominium  Parcel  sold,  and (ii) $1,250 for each
biennial Condominium Parcel sold. Unit Release Fees will be paid by Avenue Plaza
to  CapitalSource  on a weekly or biweekly basis after the  consummation  of the
closing  of the  sale  of  each  Condominium  Parcel  and  will  be  applied  by
CapitalSource  to reduce the outstanding  principal  balance of the Avenue Plaza
Loan. CapitalSource will not be obligated to deliver to Avenue Plaza any partial
release of lien relating to any Condominium  Parcel sold until (i) CapitalSource
has  received the Unit Release Fee  applicable  to the sale of such  Condominium
Parcel  and (ii) all other  conditions  set forth in  Section  2.6 of the Avenue
Plaza  Mortgage  have been  satisfied.  As used  herein,  the term  "Condominium
Parcel"  shall have the same  meaning  ascribed to such term in the  Declaration
(defined in the Avenue  Plaza  Mortgage  as that  certain  Amended and  Restated
Timeshare and Condominium  Declaration  creating and  establishing  Avenue Plaza
Condominiums  dated  October 1, 1993 and  registered  in the Notarial  Archives,
Orleans Parish as No.  93-41669,  and in the Conveyance  Office of the Parish of
Orleans under Instrument No. 76107, as amended from time to time).

         (b) Notwithstanding the foregoing or any other term or provision of the
Avenue  Plaza  Note to the  contrary,  Avenue  Plaza  shall be  required  to pay
CapitalSource  an amount  (the  "Deficiency  Payment")  equal to the  difference
between (i)  $1,550,000 and (ii) the sum of all Unit Release Fees paid by Avenue
Plaza  pursuant  to  subparagraph  (a) above  during the  preceding  twelve (12)
calendar month period ending on August 31st, which Deficiency  Payments shall be
paid by Avenue  Plaza to  CapitalSource  commencing  on  August  31,  2002,  and
continuing on each subsequent August 31 during the term of the Avenue Plaza Note
until August 24, 2005,  whereupon the entire principal balance hereof,  together
with all accrued  but unpaid  interest  thereon and any fees,  charges and other
amounts owed by Avenue  Plaza to  CapitalSource  hereunder,  shall be payable to
CapitalSource  in  full;  it  being  the  intent  of  the  parties  hereto  that
notwithstanding  the number of Condominium  Parcels sold during such twelve (12)
month period,  Avenue Plaza shall make principal  payments to CapitalSource  for
such  twelve  (12)  month  period  in  the  aggregate  of at  least  $1,550,000.
Notwithstanding  anything set forth above to the contrary, in the event that the
Unit  Release  Fees paid to  CapitalSource  during any twelve (12) month  period
exceed the minimum amount  required  during such period,  then the excess amount
shall be  applied by  CapitalSource  to reduce  the  minimum  amount due for the
immediately  following twelve month period. Upon receipt by CapitalSource of any
Deficiency Payment in accordance with the foregoing, CapitalSource shall execute
and deliver to Avenue Plaza a partial  release of lien with respect to a certain
number of Condominium Parcels equal to the amount of the Deficiency

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 30

<PAGE>

EXHIBIT 10.1

Payment divided by the Unit Release Fee applicable to such
Condominium Parcel; provided, however, that CapitalSource shall
determine, in its sole discretion, the Condominium Parcel to be
released."

         5.11  One-Time  Additional  Advance;  Promise  to Pay.  Notwithstanding
anything in the Avenue Plaza Note to the contrary, CapitalSource agrees that, on
the Second Master Modification Closing Date, CapitalSource shall make a one-time
additional  advance ("Special Avenue Plaza Advance") to Avenue Plaza of proceeds
under the Avenue  Plaza Note and Avenue  Plaza  Loan  Documents,  which  Special
Avenue Plaza  Advance  shall not exceed  $700,000.  CapitalSource  shall have no
further  obligations to make additional advances under the Avenue Plaza Note and
Avenue Plaza Loan  Documents.  No portion of the principal  amount of the Avenue
Plaza Note (including the Special Avenue Plaza Advance),  once repaid,  shall be
readvanced by CapitalSource. Avenue Plaza hereby promises to pay to the order of
CapitalSource  Finance LLC, its successors and assigns, in immediately available
funds in lawful  money of the United  States of America,  the  principal  sum of
$700,000 (or the unpaid balance thereof,  if that amount is less),  representing
the Special Avenue Plaza Advance, together with interest on such amount from day
to day  outstanding,  as  provided  in the Avenue  Plaza  Note.  Interest on the
Special  Avenue  Plaza  Advance  shall accrue and be due and payable in the same
manner as  interest  accruing  with  respect to the other  portion of the Avenue
Plaza Loan in  accordance  with the Avenue  Plaza  Note and this  Second  Master
Modification Agreement.  The unpaid principal amount of the Special Avenue Plaza
Advance  shall be due and payable in full,  on or before the earlier to occur of
(i) the date that CapitalSource  exercises the Put Option as provided in Section
9.26 hereof, or (ii) August 31, 2005 (the "Special Avenue Plaza Advance Maturity
Date"). In addition to the foregoing, Avenue Plaza shall make principal payments
in  respect of the  Special  Avenue  Plaza  Advance  upon the sale of  Intervals
secured by the Avenue Plaza  Mortgage in the same manner and in accordance  with
the Avenue Plaza Note and this Second Master  Modification  Agreement.  All Unit
Release Fees paid to  CapitalSource in connection with the sale of any Intervals
secured by the Avenue Plaza Mortgage shall be applied first to reduce the unpaid
principal  balance  of the  Special  Avenue  Plaza  Advance,  then to reduce the
remaining  portion of the unpaid principal balance of the Avenue Plaza Loan. The
Special Avenue Plaza Advance shall be treated as a separate obligation of Avenue
Plaza owing to CapitalSource,  as evidenced by the foregoing; provided, however,
that if  CapitalSource  does  not  exercise  the Put  Option  on or  before  the
expiration of the same,  then the Special Avenue Plaza Advance and the remaining
portion of the Avenue Plaza Loan shall be treated as one,  combined  obligation,
evidenced  by  the  Avenue  Plaza  Note,  as  modified  by  this  Second  Master
Modification  Agreement.  The  provisions of this Section 5.11 shall survive the
termination or expiration of this Second Master Modification.

                           SECTION 6: ST. THOMAS LOAN

         6.1 Borrowers,  Guarantor and Lender.  As of the date hereof,  the term
"Borrowers" when used with respect to the St. Thomas Loan or the St. Thomas Loan
Documents shall mean Bluebeard and Castle,  together, the term "Guarantor" shall
mean EFI and Equivest St.  Thomas,  together,  and the term "Lender"  shall mean
CSFB,  regardless of how  "Borrowers,"  "Guarantor"  and "Lender" may previously
have been defined in any of the St. Thomas Loan Documents  executed prior to the
date hereof.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 31

<PAGE>

EXHIBIT 10.1

         6.2  Amendment  to St.  Thomas  Mortgage.  As of the date hereof and in
consideration  of  CapitalSource  entering into this Second Master  Modification
Agreement, Borrower has executed, and Guarantors hereby consent to the execution
of,  that  certain   Amendment   to  Deed  of  Trust  and  Security   Agreement,
acknowledging  the  extension of the maturity date of the St. Thomas Loan as set
forth in Section 6.3 hereof,  and acknowledging the  cross-collateralization  of
the St.  Thomas  Loan  with the other  Loans as set  forth in the  First  Master
Modification  Agreement  and as set forth in Section 9.6 of this  Second  Master
Modification Agreement.

         6.3  Maturity  Date.  Section  III B of the St.  Thomas  Note is hereby
deleted in its entirety and the following substituted therefor:

               "B. Maturity Date. The entire  outstanding  principal  balance of
          this Note,  together with all accrued but unpaid interest  thereon and
          any fees, charges, and other amounts owed by Maker to Holder, pursuant
          to any of the Loan Documents,  shall be payable to Holder on or before
          August 31,  2005  ("Maturity  Date") as long as no Default or Event of
          Default  exists  under any loan  document or security  agreement  with
          respect  to any of the Loans (as such term is  defined  in the  Second
          Master Loan  Modification  dated September 7, 2001 [the "Second Master
          Modification  Agreement"]  by and between  CapitalSource  Finance LLC,
          Maker,  Equivest  Finance,  Inc.,  Equivest St. Thomas,  and the other
          parties thereto)."

         6.4 Principal and Interest. Section II of the St. Thomas Note is hereby
deleted in its entirety and the following substituted  therefor:  "II. Principal
and Interest. Provided that no Event of Default exists, interest shall accrue on
the Applicable  Principal Balance (as defined in the Second Master  Modification
Agreement  defined  in  Section  III B  hereof)  of this  Note from time to time
outstanding,  and Maker shall pay interest  thereon,  at a fluctuating  rate per
annum (on the basis of the  actual  number  of days  elapsed  over a year of 360
days) equal to the greater of (i) the Prime Rate plus two  percent  (2.00%),  or
(ii) ten percent (10%).  The Interest Rate charged for each one (1) month period
during the term of the Loan shall be fixed  based upon the Prime Rate  published
or otherwise  determined  prior to and in effect as of the third (3rd)  Business
Day following the tenth (10th) day of each calendar month.  For purposes of this
Note,  "Prime  Rate" shall mean the prime  commercial  lending rate as announced
from time to time by Citibank,  N.A. or its successor at its principal office in
New York,  New York, or such other office as shall be  reasonably  acceptable to
Holder  (it  being  understood  that said  prime  commercial  lending  rate is a
reference rate and does not necessarily  represent the lowest or best rate being
charged to any  customer),  each change in said rates to be  effective as of the
date of such change."

         6.5 Prepayment.  Section IV of the St. Thomas Note is hereby deleted in
its entirety and the following substituted therefor:

               "IV Prepayment.  Maker may prepay this Note, in whole or in part,
          at any time upon  fifteen (15) days' prior  written  notice to Holder,
          upon the payment of an amount equal to the product of (A)

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 32

<PAGE>

EXHIBIT 10.1

          the Applicable  Prepayment  Premium Percentage  (hereinafter  defined)
          multiplied by (B) the amount of such  prepayment;  provided,  however,
          that no such prepayment premium shall be due and payable to Holder (1)
          in  connection  with  prepayments  that occur  through  (i)  scheduled
          amortization  payments  to Holder  required  under the  Second  Master
          Modification  Agreement,  and (ii)  payments  of  Interval  Sales Fees
          arising from sales of Intervals or any Deficiency  Payment required to
          be paid to Holder, and (2) with respect to any amount in excess of the
          Initial  Discounted  Principal  Amount of this Note (as defined in the
          Second  Master  Modification  Agreement).  As used  herein,  the  term
          "Applicable Prepayment Premium Percentage" shall mean (a) in the event
          all or any  portion  of this Note is  prepaid at any time on or before
          August 31, 2002, two percent (2%), (b) in the event all or any portion
          of this Note is  prepaid  at any time  after  August  31,  2002 to and
          including  August 31, 2003, one percent (1%), and (c) in the event all
          or any  portion of this Note is  prepaid at any time after  August 31,
          2003 to and  including  August  31,  2004,  one  half  of one  percent
          (0.50%)."

         6.6 Interval  Release  Fees.  Section  III.C of the St. Thomas Note and
Section  2.5(a)(ii) of the St. Thomas Loan Agreement are hereby  modified to the
extent necessary to conform the same to the following:

               (a)  Commencing  on the date hereof to and including the Maturity
          Date, Borrowers shall pay CapitalSource,  via wire transfer, an amount
          equal to (i) $2,500 per annual  Interval sold in the Resort,  and (ii)
          $1,250 per biennial  Interval Sold in the Resort.  Such Interval Sales
          Fees  shall be paid by  Borrowers  to  CapitalSource  on a  weekly  or
          biweekly  basis after the  consummation  of the closing of the sale of
          each Interval and applied by  CapitalSource  to reduce the outstanding
          principal  balance of the St. Thomas Note.  CapitalSource  will not be
          obligated to deliver to Borrowers any partial release of lien relating
          to any Interval sold until (i) CapitalSource has received the Interval
          Sales Fees  applicable to the sale of such Interval and (ii) all other
          conditions  set  forth in the St.  Thomas  Loan  Agreement  have  been
          satisfied.

               (b)  Notwithstanding the foregoing or any other term or provision
          of the St. Thomas Note to the contrary, Borrowers shall be required to
          pay  CapitalSource an amount (the  "Deficiency  Payment") equal to the
          difference  between (i)  $1,690,000  and (ii) the sum of all  Interval
          Sales Fees paid by Borrowers pursuant to subparagraph (a) above during
          the preceding twelve (12) calendar month period ending on August 31st,
          which Deficiency  Payments shall be paid by Borrowers to CapitalSource
          commencing  on August 31,  2002,  and  continuing  on each  subsequent
          August  31  during  the  term of this  Note  until  August  31,  2005,
          whereupon  the entire  principal  balance  hereof,  together  with all
          accrued but unpaid  interest  thereon and any fees,  charges and other
          amounts owed by Borrowers to CapitalSource hereunder, shall be payable
          to  CapitalSource  in full; it being the intent of the parties  hereto
          that  notwithstanding  the number of Intervals sold during such twelve
          (12)  month  period,   Borrowers  shall  make  principal  payments  to
          CapitalSource for such twelve (12) month period in the aggregate of at
          least  $1,690,000.  Notwithstanding  anything  set forth  above to the
          contrary,   in  the  event  that  the  Interval  Sales  Fees  paid  to
          CapitalSource during any twelve (12) month period

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<PAGE>

EXHIBIT 10.1

exceed the minimum amount  required  during such period,  then the excess amount
shall be  applied by  CapitalSource  to reduce  the  minimum  amount due for the
immediately  following twelve month period. Upon receipt by CapitalSource of any
Deficiency Payment in accordance with the foregoing, CapitalSource shall execute
and  deliver to  Borrowers a partial  release of lien with  respect to a certain
number of Intervals equal to the amount of the Deficiency Payment divided by the
Interval  Sales  Fee  applicable  to such  Intervals;  provided,  however,  that
CapitalSource  shall  determine,  in its sole  discretion,  the  Intervals to be
released.  (c)  Borrowers  acknowledge  that the St.  Thomas  Mortgage  does and
continues to secure the other Pool Loans in accordance  with Section 9.6 of this
Second Master Modification Agreement.

         6.7  Guarantor.  The definition of Guarantor in Section 1.43 of the St.
Thomas Loan Agreement is hereby deleted and the following substituted therefor:

         "1.43  Guarantor.   Together,   Equivest  Finance,   Inc.,  a  Delaware
corporation  ("EFI") and  Equivest St.  Thomas,  Inc.,  a United  States  Virgin
Islands corporation ("Equivest St. Thomas")."

         6.8 Maturity  Date.  The definition of Maturity Date in Section 1.61 of
the St. Thomas Loan  Agreement is hereby  deleted and the following  substituted
therefor:

         "1.61  Maturity  Date.  The Loan shall mature and be payable in full on
August  31,  2005  ("Maturity  Date") as long as no  Default or Event of Default
exists under any loan document or security  agreement with respect to any of the
Loans (as such term is defined in the Second Master Loan Modification  Agreement
dated  September 7, 2001 [the "Second  Master  Modification  Agreement"]  by and
between  CapitalSource Finance LLC, Borrower,  Equivest Finance,  Inc., Equivest
St. Thomas, Inc. and certain other parties)."

         6.9 Interest  Rate.  The  definition  of  Applicable  Interest  Rate in
Section  1.12(a) of the St.  Thomas  Loan  Agreement  is hereby  deleted and the
following substituted therefor:

               "(a) For the  Acquisition/Development  Component of the Loan,  on
          any  given  date,  a  fluctuating  rate per annum (on the basis of the
          actual  number of days  elapsed  over a year of 360 days) equal to the
          greater of (i) the Prime Rate plus two  percent  (2.00%),  or (ii) ten
          percent (10%).  The Applicable  Interest Rate charged for each one (1)
          month period during the term of the Loan shall be fixed based upon the
          Prime Rate published or otherwise determined prior to and in effect as
          of the third (3rd) Business Day following the tenth (10th) day of each
          calendar month.  As used herein,  the term "Prime Rate" shall mean the
          prime  commercial  lending  rate  as  announced  from  time to time by
          Citibank,  N.A. or its successor at its principal  office in New York,
          New York,  or such other office as shall be  reasonably  acceptable to
          Lender (it being understood that said prime commercial lending rate is
          a reference rate and does not necessarily represent the lowest or

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<PAGE>


EXHIBIT 10.1

     best rate being charged to any  customer),  each change in said rates to be
     effective  as of the date of such  change."  6.10  Reporting  Requirements.
     Section  6.1(g) of the St. Thomas Loan  Agreement is hereby  deleted in its
     entirety and replaced with the provisions of Section 9.13 hereof,  it being
     the intent of the  parties  hereto  that such  provisions  shall  hereafter
     supercede said Section 6.1(g). 6.11 Indebtedness. Section 6.3(a) of the St.
     Thomas Loan  Agreement is hereby  deleted in its entirety and the following
     substituted therefor:

         "(a) Indebtedness. Borrowers shall not create, incur, assume, or in any
manner become liable in respect to any Indebtedness in excess of $250,000 in the
aggregate  outstanding at any time except for: (i) Indebtedness to Lender;  (ii)
Indebtedness  evidenced by the Additional Loans (as defined in the Second Master
Modification Agreement described in Section 1.61 hereof); and (iii) Indebtedness
related to trade debt from customer  receivables arising in the ordinary sale of
inventory.  For purposes of this Section 6.3(a), the term  "Indebtedness"  shall
mean, with respect to each of the Borrowers (individually and together), (a) all
obligations for borrowed money,

         (b) all obligations  evidenced by bonds,  debentures,  notes or similar
instruments, (c) all obligations under conditional sale or other title retention
agreements  relating to property or assets  purchased by Borrowers,  and (d) all
obligations  issued or assumed as the  deferred  purchase  price of  property or
services (excluding trade accounts payable and accrued  obligations  incurred in
the  ordinary  course  of  business  such  as,   insurance   premiums,   capital
expenditures  made in connection with repairs or renovation to any  improvements
constituting part of the Collateral, real property taxes and utility expenses)."

         6.12 Escrowed  Funds.  Borrowers  and  CapitalSource  acknowledge  that
approximately $98,000 of funds ("Escrow Funds") have been previously escrowed by
CSFB for the purpose of financing renovations to the St. Thomas Resort to comply
with the requirements of The Americans With  Disabilities Act of 1990 (42 U.S.C.
ss. 12101 et seq.),  and any applicable  state,  district or local  requirements
("ADA").  CapitalSource  agrees  that,  upon  receipt  of the  Escrow  Funds  by
CapitalSource  from CSFB,  CapitalSource  shall apply the Escrow Funds to reduce
the  principal  balance of the St. Thomas Loan in the same manner as an Interval
Sales Fee paid under the St. Thomas Loan Documents.

         6.13  One-Time  Additional  Advance;  Promise  to Pay.  Notwithstanding
anything in the St. Thomas Note to the contrary,  CapitalSource  agrees that, in
connection with the execution of this Second Master Modification,  CapitalSource
shall make a one-time  additional  advance  ("Special  St.  Thomas  Advance") to
Bluebeard  and Castle of proceeds  under the St. Thomas Note and St. Thomas Loan
Documents,   which  Special  St.  Thomas  Advance  shall  not  exceed  $300,000.
CapitalSource  shall have no further  obligations  to make  additional  advances
under the St.  Thomas  Note and St.  Thomas  Loan  Documents.  No portion of the
principal  amount of the St.  Thomas Note  (including  the  Special  St.  Thomas
Advance),  once repaid,  shall be  readvanced  by  CapitalSource.  Bluebeard and
Castle,  jointly  and  severally,   hereby  promise  to  pay  to  the  order  of
CapitalSource Finance LLC, its successors and assigns, in immediately available

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 35

<PAGE>

EXHIBIT 10.1

funds in lawful money of the United States of America, the principal sum of
$300,000 (or the unpaid balance thereof, if that amount is less), representing
the Special St. Thomas Advance, together with interest on such amount from day
to day outstanding, as provided in the St. Thomas Note. Interest on the Special
St. Thomas Advance shall accrue and be due and payable in the same manner as
interest accruing with respect to the other portion of the St. Thomas Loan in
accordance with the St. Thomas Note and this Second Master Modification
Agreement. The unpaid principal amount of the Special St. Thomas Advance shall
be due and payable in full, on or before the earlier to occur of (i) the date
that CapitalSource exercises the Put Option as provided in Section 9.26 hereof,
or (ii) August 31, 2005 (the "Special St. Thomas Advance Maturity Date"). In
addition to the foregoing, Bluebeard and Castle, jointly and severally, shall
make principal payments in respect of the Special St. Thomas Advance upon the
sale of Intervals secured by the St. Thomas Mortgage in the same manner and in
accordance with the St. Thomas Note and this Second Master Modification
Agreement. All Interval Release Fees paid to CapitalSource in connection with
the sale of any Intervals secured by the St. Thomas Mortgage shall be applied
first to reduce the unpaid principal balance of the Special St. Thomas Advance,
then to reduce the remaining portion of the unpaid principal balance of the St.
Thomas Loan. The Special St. Thomas Advance shall be treated as a separate
obligation of Bluebeard and Castle owing to CapitalSource, as evidenced by the
foregoing; provided, however, that if CapitalSource does not exercise the Put
Option on or before the expiration of the same, then the Special St. Thomas
Advance and the remaining portion of the St. Thomas Loan shall be treated as
one, combined obligation, evidenced by the St. Thomas Note, as modified by this
Second Master Modification Agreement. The provisions of this Section 6.13 shall
survive the termination or expiration of this Second Master Modification.

                              SECTION 7: A&D LOAN

         7.1  Borrower,  Guarantor and Lender.  As of the date hereof,  the term
"Borrower"  when used  with  respect  to the A&D Loan or the A&D Loan  Documents
shall mean RFI, the term "Guarantor" shall mean EFI, and the term "Lender" shall
mean CapitalSource,  regardless of how "Borrower,"  "Guarantor" and "Lender" may
previously have been defined in any of the A&D Loan Documents  executed prior to
the date hereof.

         7.2 Termination of A&D Loan.

         (a) Borrower and  CapitalSource  acknowledge  and agree that, as of the
Second Master Modification Closing Date, the unpaid principal balance of the A&D
Loan,  together  with  interest,  expenses,  fees or other  charges,  owing from
Borrowers to CapitalSource thereunder, is $0.00.

         (b) Upon receipt by  CapitalSource  of the documents  listed in Section
7.1(d) below (the "A&D  Termination  Documents"),  and satisfaction of the other
conditions  set  forth in  Section  9.14  hereof,  the A&D Loan  shall be deemed
terminated  and  CapitalSource  shall  execute and  deliver to Borrower  Uniform
Commercial Code termination  statements and such other documents and instruments
as are necessary to release and terminate  certain  security  interests,  liens,
mortgages,  or other encumbrances related to the A&D Loan, all of which shall be
in form  sufficient  for filing and  recording  with all  applicable  filing and
recording offices.

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<PAGE>

EXHIBIT 10.1

         (c) As of the Second Master Modification  Closing Date, Borrowers agree
that  CapitalSource  shall have no  obligations  under the terms of the A&D Loan
Agreement or any other Loan  Document  relating to the A&D Loan,  including  any
obligation  to advance any amounts to  Borrowers  in  accordance  with the terms
therein.

         (d) Prior to the  termination of the A&D Loan,  Borrowers shall deliver
to CapitalSource (i) a mutual release signed by Borrowers and all guarantors, in
form  and  content   satisfactory   to   CapitalSource,   and  (ii)  such  other
documentation reasonably required by CapitalSource.

         7.3  Riverside   Loan,   Coconut   Palms  Loan  and   Ellington   Loan.
Notwithstanding anything to the contrary herein or in any other Loan Document or
Trust Document,  it is the intent of the parties hereto that the Riverside Loan,
the Coconut Palms Loan and the  Ellington  Loan and the  obligations  thereunder
shall continue in full force and effect,  notwithstanding the termination of the
A&D Loan.  Equivest Texas and EFI hereby acknowledge and agree that each intends
that  the  Riverside  Loan  and the  duties  and  obligations  evidenced  by the
Riverside  Note and the other  Riverside  Loan Documents are and shall be direct
obligations to CapitalSource  and not merely  collateral for the A&D Loan or any
of the other Loans or Trust Loans.

SECTION 8: DC LOAN

         8.1  Borrower,  Guarantor and Lender.  As of the date hereof,  the term
"Borrower"  when used with respect to the DC Loan or the DC Loan Documents shall
mean  EFI  DC,  and  the  term  "Lender,"  "Holder"  shall  mean  CapitalSource,
regardless of how  "Borrower,"  "Lender," and "Holder" may previously  have been
defined in any of the DC Loan Documents executed prior to the date hereof.

         8.2   Amendment  to  DC  Mortgage.   As  of  the  date  hereof  and  in
consideration  of  CapitalSource  entering into this Second Master  Modification
Agreement,  EFI DC has executed that certain Amendment to Purchase Money Deed of
Trust,  Assignment of Rents and Leases and Security  Agreement,  clarifying that
the DC Mortgage secures the outstanding indebtedness evidenced by the Loans.

         8.3  Potential  Sale of  Washington,  DC Property.  EFI and EFI DC have
offered  to sell the  property  owned  by EFI DC  located  at 2501  Pennsylvania
Avenue, N.W.,  Washington,  D.C. (the "DC Property").  Upon the consummation and
closing  of such sale,  EFI and EFI DC agree to cause any escrow  agent or title
company responsible for such closing to remit directly to CapitalSource (without
application  of the  prepayment  fee set forth in Section IV of the Bridge  Loan
Note and  Section  2.6 of the  Bridge  Loan  Agreement)  an amount  of  proceeds
sufficient to pay in full, the then Applicable  Principal  Balance of the Bridge
Loan ("DC Property  Proceeds")  (regardless  of the gross  purchase price or net
proceeds),  whereupon  CapitalSource  will (i) apply the DC Property Proceeds to
repay  the  Bridge  Loan and  (ii)  execute  and  deliver  to EFI DC a  complete
satisfaction and discharge of the DC Mortgage and the Bridge Loan Documents.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 37

<PAGE>

EXHIBIT 10.1

                          SECTION 9: ADDITIONAL TERMS

         9.1 Commitment Fee and Interim  Interest.  In consideration of entering
this Second Master Modification Agreement, CapitalSource has earned a commitment
fee (the  "Commitment  Fee")  equal to  $671,779.58,  less that  portion  of the
deposit of $25,000 heretofore paid by Borrowers to CapitalSource remaining after
application  of such deposit to  out-of-pocket  expenses,  which  Commitment Fee
shall be payable on the date of  execution of this Second  Master  Modification.
Also,  Borrowers  agree that,  for purposes of  "booking"  the Loans and ease of
administration of the Loans,  interest shall accrue on the Loans from August 30,
2001,  the  date  of  acquisition  of the  Loans  from  CSFB  by  CapitalSource,
notwithstanding  the actual  effective  date of this Second Master  Modification
Agreement.

         9.2 Warrants.

         (a) Definitions. The following terms used in this Section

         9.2 shall have the following meanings:

         (i) "VWAP" shall mean the volume-weighted  average trading price of the
EFI common  stock twenty (20)  business  days  preceding a particular  measuring
date.

         (ii) "$2.02  Warrants"  shall mean those  certain  warrants to purchase
200,000  shares of common stock of EFI,  originally  issued to CSFB on April 20,
2001,  with an exercise  price equal to the VWAP per share as of the date of the
First Master  Modification  Agreement and an  expiration  date of five (5) years
after date of the First Master Modification Agreement. Pursuant to the Loan Sale
Agreement all of such warrants have been assigned to CapitalSource  Holdings, an
affiliate of CapitalSource.

         (iii) "$2.52  Warrants"  shall mean those certain  warrants to purchase
200,000  shares of common stock of EFI,  originally  issued to CSFB on April 20,
2001,  with an  exercise  price  equal to the VWAP plus $.50 per share as of the
date of the First Master  Modification  Agreement and an expiration date of five
(5) years after date of the First Master Modification Agreement. Pursuant to the
Loan Sale  Agreement all of such  warrants  have been assigned to  CapitalSource
Holdings.

         (iv) "$8.00  Warrants"  shall mean those  certain  warrants to purchase
180,000  shares of common  stock of EFI,  originally  issued to CSFB on July 17,
1998,  with an exercise price equal to $8.00 per share and an expiration date of
July 18, 2003.  Pursuant to the Loan Sale  Agreement  all of such  warrants have
been assigned to CapitalSource Holdings.

         (b) Transfer of $2.02 Warrants.  Within 10 days after the Second Master
Modification   Closing  Date,   CapitalSource   Holdings  shall  transfer,   for
cancellation by EFI, all of the $2.02 Warrants to EFI.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 38

<PAGE>

EXHIBIT 10.1

         (c)   Transfer  of  $2.52  and  $8.00   Warrants.   CapitalSource   and
CapitalSource Holdings hereby agree that if the Avenue Plaza Loan is irrevocably
paid in full and in cash on or before  February 28, 2002 and no Default or Event
of Default has  occurred  under any of the Loan  Documents as of or prior to the
date of such repayment then,  within a reasonable  period after  confirmation of
such payment of the Avenue Plaza Loan,  CapitalSource  Holdings shall  transfer,
for  cancellation  by  EFI,  all of the  $2.52  Warrants  and  all of the  $8.00
Warrants.  EFI agrees  that such  transfer  shall be without  cost or expense to
CapitalSource  or  CapitalSource   Holdings  and,  without  limiting  any  other
provision of this Second Master Modification  Agreement or any of the agreements
executed in connection herewith, EFI hereby agrees to pay all costs and expenses
(including  attorney fees), if any, associated with such transfer of warrants to
EFI.

         (d)   Representations.   EFI  hereby   represents   and   warrants   to
CapitalSource Holdings that any and all conditions precedent for the transfer of
all Warrants  listed on Exhibit "L" attached  hereto from CSFB to  CapitalSource
Holdings and all Registration  Rights Agreements related thereto,  including any
notice  provisions,  have been  completely  satisfied by CSFB, as transferor and
CapitalSource Holdings, as transferee.  EFI hereby waives any right to object to
the  transfer  of  the   above-referenced   Warrants  and  Registration   Rights
Agreements.

         9.3   Contingent   Discounts   Applicable   to   Repayment   of  Loans.
CapitalSource, Borrowers and Guarantors have agreed that, so long as no Event of
Default has occurred and is continuing  under any of the Loan Documents and upon
payment by Borrowers  to  CapitalSource  of all other costs,  expenses and other
amounts,  if any, payable to CapitalSource  under the Loan Documents,  the total
amount  of  principal  required  to  repay,  in full,  each the  Loans  shall be
determined as follows:

         (a) with respect to the Avenue Plaza Loan, the amount required to repay
the Avenue Plaza Loan shall be determined in accordance  with the  provisions of
Section 5.7 hereof and, with respect to the Bridge Loan, the amount  required to
repay the Bridge Loan shall be determined in accordance with Section 2.6 hereof;
and

         (b) with  respect to the  repayment  of all other Loans (other than the
Avenue Plaza Loan and the Bridge Loan)  (collectively,  the "Pool  Loans"),  the
amount required to repay all of the Pool Loans,  simultaneously,  shall be equal
to (i) the then current Adjusted Aggregate Loan Amount,  less (ii) the aggregate
Discount Amounts allocated to each of the Pool Loans as set forth in Exhibit "N"
attached hereto,  plus (iii) the prepayment  penalty or penalties  applicable to
the repayment of such Pool Loans,  if any,  calculated  in  accordance  with the
provisions of this Second Master Modification Agreement; and

         (c) if  Borrowers  elect  to repay  any one or more of the  Pool  Loans
(without the simultaneous repayment of all of the Pool Loans) and, if after such
repayment,  at least  one of the Pool  Loans  remains  outstanding,  the  amount
required to repay each such Pool Loan shall be equal to (i) the then outstanding
principal  balance  of such Pool Loan,  plus (ii) the  amount of any  prepayment
penalty  applicable  to the  repayment  of any such  Pool  Loan,  calculated  in
accordance with this Second Master Modification  Agreement;  provided,  however,
that if and when all of the Pool Loans are repaid in full,  the Discount  Amount
allocated to such


SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 39

<PAGE>

EXHIBIT 10.1

Pool Loan as set forth on  Exhibit  "N" hereof  shall be  credited  against  the
amount  required  to repay the last  outstanding  Pool Loan in  accordance  with
subparagraph (d) below; and (d) with respect to the repayment of any one or more
of the Pool Loans (if,  after  such  repayment,  all of the Pool Loans will have
been repaid in full),  the amount required to repay each such Pool Loan shall be
equal to (i) the then current Adjusted  Aggregate Loan Amount of the outstanding
Pool Loans,  less (ii) the aggregate  Discount  Amounts  allocated to all of the
Pool Loans (including  those previously  repaid in full) as set forth in Exhibit
"N" attached hereto,  plus (iii) the prepayment penalty or penalties  applicable
to the  repayment  of  such  Pool  Loans,  calculated  in  accordance  with  the
provisions of this Second Master Modification Agreement.

         9.4 Expenses of  CapitalSource.  Borrowers and Guarantors hereby agree,
jointly  and  severally,  to pay on demand all costs and  expenses  incurred  by
CapitalSource in connection with the  preparation,  negotiation and execution of
this Second  Master  Modification  Agreement  and all other  documents  executed
pursuant  hereto  and any and all  amendments,  modifications,  and  supplements
thereto,  including,  without limitation,  the costs and fees of CapitalSource's
legal counsel, the cost of endorsements to title insurance,  recording fees, and
all  costs  and  expenses  incurred  by  CapitalSource  in  connection  with the
enforcement or preservation of any rights under the Loans and Loan Documents, as
amended and modified hereby, including,  without, limitation, the costs and fees
of CapitalSource's legal counsel.

         9.5 Principal and Interest Payments.

         (a) Interest Payments. Notwithstanding any term, provision or condition
of the Loan  Documents to the  contrary,  each  Borrower  agrees to make monthly
interest  payments to  CapitalSource,  which shall be due and payable monthly in
arrears on the tenth (10th)  calendar  day of each  calendar  month,  commencing
October  10,  2001,  at the rates per  annum  established  for each Loan by this
Second Master Modification Agreement. Such payments shall be made in immediately
available  funds and shall be payable by each Borrower to  CapitalSource  at its
address  set  forth  in  Section  9.17  hereof  or  at  such  other  address  as
CapitalSource may require by notice to Borrowers.  Failure to make any scheduled
interest  payment shall  constitute an Event of Default under each of the Loans.
It is the intent of all parties  hereto that this Section  9.5(a)  supercede any
contrary  provisions in the Loan Documents  relating to payments of interest for
each Loan.

         (b) Monthly  Bridge Loan  Amortization  Payments.  If, and only if, the
Bridge Loan has not been  repaid in full on or before  September  1, 2002,  then
commencing  on September  10, 2002 and  continuing  the tenth (10th) day of each
successive  month  thereafter until the Bridge Loan has been repaid in full, EFI
agrees to pay to CapitalSource  monthly  payments of $100,000,  to be applied by
CapitalSource to the then outstanding  principal  balance of the Bridge Loan and
all accrued and unpaid interest thereon. If, after September 1, 2002, EFI or EFI
DC enter into a contract to sell the DC Property and the sale of the DC Property
closes before the repayment in full of the Bridge Loan, then EFI and EFI DC will
pay to CapitalSource, with the proceeds generated

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 40

<PAGE>

EXHIBIT 10.1

by the sale of the DC Property, an amount equal to the then Applicable Principal
Balance of the Bridge  Loan  whereupon  CapitalSource  will  deliver to EFI DC a
complete  satisfaction  and  discharge  of the DC  Mortgage  and the Bridge Loan
Documents.

         9.6 Cross-Collateralization;  Release Conditions for Pool Loans. All of
the Loans are and shall continue to be cross-defaulted and cross-collateralized.
Each of the Borrowers hereby  acknowledges  and agrees that all liens,  pledges,
assignments,  mortgages and security  interests granted by any Borrower in favor
of CapitalSource  (or its predecessor in interest) which  constitute  Collateral
for each of the Loans  shall  constitute  Collateral  for each of the  remaining
Loans and for all obligations owed by any Borrower to  CapitalSource;  provided,
however,  that in the event the Bridge Loan or the Avenue Plaza Loan are paid in
full,  CapitalSource,  as a condition to such  repayment,  shall  discharge  the
mortgage and any related  security  documents  for such Loan at the time of such
repayment  as and when  provided by this Second  Master  Modification  Agreement
(including,  upon payment of the Bridge Loan,  the release of the DC  Mortgage).
Upon  repayment in full of the Pool Loans (e.g.,  the St. Thomas Loan, the Ocean
City Loan and the  Riverside  Loan),  CapitalSource  shall have no obligation to
release and discharge the liens and security  interests and other Loan Documents
applicable  to the repaid  Pool Loan unless and until the  following  conditions
have been satisfied, as determined by CapitalSource:

         (a)  Notwithstanding  payment in full of the Riverside  Loan and/or the
Ocean City Loan,  the Riverside Loan Documents and the Ocean City Loan Documents
and the collateral  secured thereby shall continue to secure the St. Thomas Loan
and  Interval  Release  Fees  shall  continue  to be  paid to  CapitalSource  in
accordance  with  Section  3.5 and  Section  4.5  hereof  until  (i) each of the
Riverside  Loan and the Ocean City Loan has been repaid from  periodic  sales of
Intervals  (in the  ordinary  course of  business)  and the  payment of Interval
Release  Fees as set forth in Section 3.5 and Section 4.5 of this Second  Master
Modification Agreement, (ii) Bluebeard and/or Castle have paid to CapitalSource,
to be applied to the  Initial  Discounted  Principal  Balance of the St.  Thomas
Loan,  an  amount  equal to at  least  $5,000,000  so that the then  outstanding
Applicable  Principal  Balance  of the St.  Thomas  Loan  has  been  reduced  to
$5,918,856,  and (iii)  CapitalSource  has confirmed  that, for the  immediately
preceding  six  (6)  calendar  months  prior  to  any  date  of  calculation  by
CapitalSource  hereunder,  not less  than 360  Intervals  encumbered  by the St.
Thomas Mortgage have been sold by Bluebeard or Castle for an average price equal
to not less than $8,500 per Interval; and

         (b) If (i) the  Riverside  Loans and the  Ocean  City  Loans  have been
repaid from periodic sales of Intervals (in the ordinary course of business) and
the payment of Interval Release Fees as set forth in Section 3.5 and Section 4.5
of this Second Master Modification  Agreement,  and (ii) the St. Thomas Loan has
not been repaid in full,  then Borrowers may prepay the St. Thomas Loan, as part
of a collective  refinancing of the Riverside  Loan, the Ocean City Loan and the
St. Thomas Loan, without payment of any prepayment penalty as otherwise required
by Section  6.5  hereof,  which  prepayment  penalty  shall be deemed  waived by
CapitalSource.  CapitalSource  will release and  discharge  the  Riverside  Loan
Documents and the Ocean City Loan  Documents only if and when the conditions set
forth in clauses

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 41

<PAGE>

EXHIBIT 10.1

          (a) or (b) above have been satisfied.  CapitalSource  will release and
          discharge the St. Thomas Loan  Documents if and when (i) the Riverside
          Loan and the Ocean City Loan each has been repaid from periodic  sales
          of Intervals  (in the ordinary  course of business) and the payment of
          Interval  Release  Fees as set forth in Section 3.5 and Section 4.5 of
          this Second Master Modification Agreement, and (ii) the conditions set
          forth in clauses (a) or (b) above have been  satisfied.  CapitalSource
          shall have no obligation to waive the prepayment penalty applicable to
          the St. Thomas Loan unless the Riverside  Loan and the Ocean City Loan
          have  been  paid from  periodic  sales of  Intervals  (as  opposed  to
          refinance proceeds,  in whole or in part). Upon payment in full of the
          Riverside  Loan,  the Ocean City Loan, or both,  all Interval  Release
          Fees received by CapitalSource  upon the sale of Intervals  encumbered
          by the  Riverside  Mortgage and Ocean City  Mortgage,  as  applicable,
          shall be applied by  CapitalSource to the repayment of the outstanding
          principal  balance  of the Pool Loans  (and all  prepayment  penalties
          applicable  thereto)  in the order set forth on Exhibit  "B"  attached
          hereto. 9.7 Additional Loans. Borrowers hereby represent,  warrant and
          covenant  to  CapitalSource  that  no  default  or  event  of  default
          currently  exists with respect to the Additional Loans and each of the
          Borrowers  will  comply  with  all of  its  respective  covenants  and
          obligations in respect of the Additional  Loans.  9.8 Payment Default.
          Borrowers agree to notify  CapitalSource  in writing of any failure by
          Borrowers to make any required  payment to a lender regarding any loan
          having an unpaid  principal  balance in excess of $250,000 on the date
          such payment is due under such loan  pursuant to the  applicable  loan
          documents or security  agreements,  either during the term of the loan
          or at the loan's maturity  ("Payment  Default").  Such notice shall be
          hand-delivered  or  delivered by  facsimile  to  CapitalSource  at the
          address set forth below immediately after such Payment Default occurs.
          In the event  Borrowers  have cure rights  under any loan  document or
          security agreement with respect to any such Payment Default, Borrowers
          shall  reference  such cure rights in this  written  notice as well as
          providing  as  part of  such  written  notice  an  explanation  of how
          Borrowers  intend  to cure such  Payment  Default.  9.9  CapitalSource
          Compliance.  Borrowers and Guarantors hereby acknowledge and represent
          that  CapitalSource  has  complied  fully with all of its  obligations
          under the Loans and related Loan Documents through the date hereof and
          is  not  currently  in  default  thereunder.   9.10   Acknowledgement.
          Borrowers and  Guarantors  hereby  acknowledge  and represent  that no
          action by CapitalSource  hereunder will amend, modify,  waive, release
          or otherwise prejudice  CapitalSource's  rights and remedies under the
          Loans or any of Borrowers' or Guarantors'  obligations  under the Loan
          Documents,  except as  specifically  provided  herein.  9.11 Exit Fee.
          Borrowers,  Guarantors and  CapitalSource  acknowledge and agree that,
          pursuant to the Loan Sale Agreement,  CapitalSource is purchasing from
          CSFB, at a certain  discounted  rate,  all of CSFB's right,  title and
          interest in the Loans.  Borrowers,  Guarantors and CapitalSource  have
          agreed  that,  so  long as no  Default  or  Event  of  Default  exists
          hereunder or under any of the other Loan  Documents  and the Loans are
          repaid,  in  full,  as and  when  required  by the  terms  of the Loan
          Documents  and this Second  Master  Modification  Agreement,  (i) upon
          repayment  of the  Loans,  Borrowers  will be  entitled  to share in a
          portion of such  discount as provided in Section 9.3 hereof,  and (ii)
          interest  shall  accrue  on the  Loans  on  the  basis  of  Applicable
          Principal  Balance of each Loan.  If,

SECOND MASTER LOAN  MODIFICATION AGREEMENT -- Page 42

<PAGE>

EXHIBIT 10.1

however, as a Default or Event of Default occurs hereunder or under any of the
other Loan Documents (after giving effect to any grace or notice period) or the
Loans are not repaid, in full, as and when required by the terms of the Loan
Documents and this Second Master Modification Agreement, then Borrowers and
Guarantors shall pay to CapitalSource, on demand, an additional amount (herein,
the "Exit Fee") equal to the sum of (i) the aggregate Discount Amounts set forth
on Exhibit "N" attached hereto, (ii) plus interest on the sum of such Discount
Amounts from the date of Default or Event of Default at the rate or rates
specified in the applicable Loan Documents.

         9.12 Representations and Warranties.  Borrowers and Guarantors, jointly
and severally,  hereby represent and warrant to  CapitalSource  as follows:  (a)
Organization.  As of the  date  hereof,  each  Borrower  and  Guarantor  is duly
organized, validly existing, and in good standing under the laws of the state in
which it was established and in every other  jurisdiction in which such Borrower
or Guarantor  conducts business;  (b) Authority.  The execution,  delivery,  and
performance  by each Borrower and  Guarantor of this Second Master  Modification
Agreement  and all  documents  and  instruments  executed by each  Borrower  and
Guarantor  contemporaneously  herewith has been duly authorized by all necessary
corporate  action by each  Borrower and  Guarantor and does not and will not (i)
violate any provision of the certificate or articles of  incorporation,  bylaws,
or any agreement,  statute, ordinance, rule, regulation,  order, writ, judgment,
injunction,  decree,  determination,  or award presently in effect to which such
Borrower and Guarantor is a party or is subject;  (ii) result in, or require the
creation or  imposition  of, any lien upon or with  respect to any asset of such
Borrower  or  Guarantor  other  than liens in favor of  CapitalSource;  or (iii)
result in a breach of, or  constitute  a default by such  Borrower or  Guarantor
under,  any  indenture,  loan,  or  credit  agreement  or  any  other  contract,
agreement,  document,  instrument,  or  certificate  to which such  Borrower  or
Guarantor  is a party or by which each of them or any of their  assets are bound
or affected; (c) Approval. No approval,  authorization,  order, license, permit,
franchise, or consent of, or registration, declaration, qualification, or filing
with, any governmental authority or other person, including, without limitation,
each applicable governmental  authority,  and the applicable condominium owners'
associations,  is required  in  connection  with the  execution,  delivery,  and
performance  by Borrowers or Guarantors of the Loans,  as modified  hereby;  (d)
Taxes. Each of the Borrowers severally  represents and warrants that: (a) it has
paid in full all ad valorem taxes and other taxes and assessments levied against
each Resort owned by such Borrower,  and each of the Borrowers knows of no basis
for any additional taxes or assessments against any Resort; and (b) it has filed
all tax  returns  required  to have  been  filed by it and has paid or will pay,
prior to  delinquency,  all taxes shown to be due and  payable on such  returns,
including  interest and penalties,  and all other taxes that are payable by such
Borrower.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 43

<PAGE>

EXHIBIT 10.1

To the best of Borrowers'  knowledge after good faith diligent  inquiry,  no tax
audit is pending or threatened  with respect to any Borrower or any Guarantor or
against any Resort;

         (e) Loan Documents.  Attached hereto as Exhibit "F" is a listing of all
Loan Documents by and between CapitalSource,  Borrowers and Guarantors following
the assignment of the Loans from CSFB to CapitalSource;

         (f) Additional Loans. Exhibit "A" attached hereto represents a true and
complete  listing of all of the  Additional  Loans and, as of the Second  Master
Modification  Closing Date, there are no other loans made by third party lenders
to any Borrower having an outstanding principal balance in excess of $250,000;

         (g) Escrow Deposits. Attached hereto as Exhibit "G" is a listing of all
escrow  agreements  with third parties  executed in  connection  with any of the
Loans, or in connection  with the execution of any of the Loan Documents,  which
are currently in existence, along with the amount(s), if any, of escrow deposits
outstanding related to each such escrow agreement;

         (h) Liens. Borrowers and Guarantors represent and warrant that the Loan
Documents,  as modified herein,  constitute valid and binding liens and security
interests  encumbering the Collateral,  as more  particularly  described in each
Loan Document;

         (i) Representations and Warranties.  The representations and warranties
contained in the Loan Documents,  as each may have been amended hereby,  and any
other Loan Document are true and correct on and as of the date hereof and on and
as of the date of execution hereof as though made on and as of each such date;

         (j) Event of Default.  No Default or Event of Default  under any of the
Loan Documents, as amended hereby, has occurred and is continuing, except as set
forth on Exhibit "H" attached hereto;

         (k)  Compliance  With  Covenants.  Borrowers and Guarantors are in full
compliance with all covenants and agreements contained in the Loan Documents, as
amended hereby;

         (l)  Paid Off  Loans.  Attached  hereto  as  Exhibit  "K" is a true and
accurate  list of all loans made by CSFB to any of Borrowers  now or  previously
affecting  any portion of the  Collateral  and Borrower  hereby  represents  and
warrants  to  CapitalSource  that all such  loans have been paid in full and all
collateral  therefor  released by CSFB and CSFB no longer has any obligations to
advance any amounts to any Borrower thereunder;

         (m)  Warrants.  Attached  hereto as Exhibit "L" is a true and  accurate
list of all Warrants to purchase common stock of EFI currently granted to CSFB;

         (n) Bridge Loan  Collateral.  Attached hereto as Exhibit "M" is a true,
accurate and complete listing of all collateral  securing the Bridge Loan, as of
the Second Master  Modification  Closing Date,  including but not limited to (i)
the outstanding  principal balance of each of the Applicable Underlying Loans as
of the Second Master Modification  Closing Date, (ii) the number of unsold units
of each resort securing each Applicable

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 44


<PAGE>
EXHIBIT 10.1

Underlying  Loan as of the Second  Master  Modification  Closing  Date,  (iii) a
listing of all other security  securing the Bridge Loan (i.e. - warrants granted
to CSFB,  pledged assets of the Company,  membership  interests,  stock pledges,
etc.), and such schedule accurately states the information contained therein;

         (o) St. Thomas Mortgage.  RFI hereby  represents to CapitalSource  that
RFI has no interest in, right to or claim as a secured  party,  lender or holder
of any security  interest in the Loan  Documents  listed in Exhibit "F" attached
hereto or the Collateral  encumbered  thereby including,  specifically,  the St.
Thomas Mortgage;

         (p) Homeowner's Associations. Attached hereto as Exhibit "E" is a true,
complete and accurate list of all of the Homeowner's Associations established in
respect of any of the Resorts or Collateral; and

         (q) Litigation. Other than as set forth on Exhibit "I" attached hereto,
no  litigation,  investigation  or  proceeding  before or by any  arbitrator  or
governmental  body having  jurisdiction over any Borrower or any Guarantor shall
be continuing or threatened  against any Borrower,  any Guarantor or against the
officers or directors of any Borrower or Guarantor

         (i) in connection  with the Loan  Documents or any of the  transactions
contemplated  thereby and which, in the reasonable opinion of CapitalSource,  is
deemed material or (ii) which could, in the reasonable opinion of CapitalSource,
have a Material Adverse Effect (as defined below).

         9.13 Reporting  Requirements.  Notwithstanding  any term,  provision or
condition of the Loan Documents, for so long as any indebtedness and obligations
of  Borrowers  and  Guarantors  on  any  of  the  Loans  remain  outstanding  or
unsatisfied  and so long as no Borrower or Guarantor is released in writing from
said  reporting   obligation   CapitalSource,   Borrowers  and  Guarantors,   as
applicable,  shall  furnish  (or cause to be  furnished,  as the case may be) to
CapitalSource  in each case certified in writing by the reporting  party as true
and correct, the following:

         (a) Monthly Financial Reports.  As soon as available,  and in any event
no later than  twenty-five  (25) days following the end of each calendar  month,
unaudited  statements of income and expenses of each Borrower and each Guarantor
for the month in  question,  all in such  detail and scope as may be  reasonably
required  by  CapitalSource,  prepared  in  accordance  with GAAP and on a basis
consistent with prior  accounting  periods,  together with a one page management
summary as applicable.  All financing statements provided under the terms hereof
shall be prepared on a consolidated basis, as applicable. Each monthly financial
statement of each Borrower and Guarantor  shall be certified as true and correct
by such Borrowers' or Guarantors' chief financial officer, as appropriate.

         (b) Annual Consolidated Audited Financial Reports. As soon as available
and in any event  within one hundred  twenty (120) days after the end of each of
calendar  year or other  fiscal year as may be  applicable  with  respect to any
Borrower or any  Guarantor (a "Fiscal  Year"),  statements of income and expense
and balance sheets of Borrowers and Guarantors dated as of the end of

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 45

<PAGE>
EXHIBIT 10.1

such Fiscal Year, prepared on a consolidated basis, all in such detail and scope
as may  be  reasonably  required  by  CapitalSource  together  with  a  one-page
management  summary of each Borrower and each  Guarantor,  as  applicable.  Each
consolidated  annual financial statement shall be prepared and audited by Firley
Moran  Freer  and  Eassa  P.C.,  or  a  national  independent  certified  public
accounting  firm  acceptable to  CapitalSource  in accordance with GAAP and on a
basis consistent with prior accounting  periods,  and shall be certified by such
Borrowers and Guarantors to be true, correct and complete.

         (c) Annual Certified Financial Reports. As soon as available and in any
event  within one  hundred  twenty  (120) days after the end of each of calendar
year or other fiscal year as may be  applicable  with respect to any Borrower or
any  Guarantor  (a "Fiscal  Year"),  statements  of income  and  expense of each
Borrower and each  Guarantor  for the annual  period ended as of the end of such
Fiscal Year,  and balance  sheets of each Borrower and each  Guarantor as of the
end of such  Fiscal  Year,  all in such  detail  and scope as may be  reasonably
required  by  CapitalSource,  prepared  in  accordance  with GAAP and on a basis
consistent with prior accounting  periods,  together with a one-page  management
summary  of each  Borrower  and  each  Guarantor,  as  applicable.  Each  annual
financial  statement of each Borrower and each  Guarantor  shall be certified by
such Borrower and such Guarantor to be true, correct and complete.

         (d) Collateral Reports. As part of its monthly report package submitted
to CapitalSource in connection with any Loan, within twenty-five (25) days after
the end of each month and within  ninety  (90) days after the end of each Fiscal
Year,  each Borrower shall deliver to  CapitalSource,  monthly and annually,  as
appropriate,  a listing of the then outstanding  balance of each Loan,  together
with the  payment  and  income  status of each Loan and such  other  information
concerning each Loan as CapitalSource may specify.

         (e) Litigation or Investigations. Within ten (10) days after the end of
each month a statement describing any litigation, investigation,  proceedings or
claims pending or to each  Borrower's or Guarantor's  knowledge,  as applicable,
threatened  against each Borrower and each  Guarantor that could have a material
adverse effect on Borrower's  ability to perform its obligations  under the Loan
Documents (to the extent not previously  disclosed to CapitalSource unless there
has been a  material  change in the status of such  litigation,  investigations,
proceedings or claims previously  disclosed to CapitalSource,  in which case the
previous disclosure shall be updated accordingly).

         (f) Quarterly Meeting or Teleconference. Within fifteen (15) days after
the end of each  quarter (or on such other date  specified by  CapitalSource)  a
meeting or teleconference  with senior management any of the Borrowers requested
by  CapitalSource  reviewing such  Borrower's  operations  and  activities  with
CapitalSource.

         (g)  Homeowners'  Association  Annual  Financial  Reports.  As  soon as
available and in any event within one hundred twenty (120) days after the end of
each  of  calendar  year  or  other  fiscal  year (a  "Fiscal  Year")  as may be
applicable with respect to any homeowner's  association associated with a Resort
as listed on Exhibit "E"  attached  hereto (each a  "Homeowners'  Association"),
statements of income and expense of each Homeowners'  Association for the annual
period  ended as of the end of such  Fiscal  Year,  and  balance  sheets of each
Homeowners' Association as of the end

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 46

<PAGE>
EXHIBIT 10.1

of such Fiscal Year, all in such detail and scope as may be reasonably  required
by CapitalSource,  prepared on a basis consistent with prior accounting periods,
together with a one-page  management  summary for each Homeowners'  Association.
Each  annual  financial  statement  of each  Homeowners'  Association  shall  be
certified by such Homeowners'  Association to be true, correct and complete, and
shall otherwise be in form acceptable to CapitalSource.

         (h)  Monthly  Paydown  Report.  On or before the 25th of each  calendar
month,  Borrowers  shall provide both to  CapitalSource  and to  CapitalSource's
servicing  agent(s)  for the  Loans a sales  report  detailing  the sales of all
Intervals  and Units at or with  respect to each of the  Resorts  for the period
covered thereby, together with all Interval or Unit sales made by Borrowers that
have been  cancelled  during such period.  Such reports  shall also indicate the
number of Intervals or Units that remain  encumbered by the applicable  mortgage
or deed of trust in favor of CapitalSource  and the number of Intervals or Units
for which partial  releases from such mortgages or deeds of trust,  if any, have
been recorded  during such period and during the term of each Loan. Such reports
shall be  certified  by each  Borrower  to be true,  correct  and  complete  and
otherwise be in a form approved by CapitalSource.

         (i) Officer's  Certificate.  Each set of annual financial statements or
reports  delivered to  CapitalSource  pursuant to Section 9.13(a) and (b) hereof
shall be accompanied  by a certificate  of the President or the Chief  Financial
Officer of each Borrower and/or  Guarantor,  as appropriate,  setting forth that
the signers have reviewed the relevant terms of this Second Master  Modification
Agreement (and all other agreements and exhibits between  CapitalSource  and the
relevant parties),  have made, or caused to be made, under their supervision,  a
review of the transactions and conditions of such Borrower and/or Guarantor from
the beginning of the period covered by the financial statements or reports being
delivered therewith to the date of the certificate, and that such review has not
disclosed  the  existence  during  such  period of any  condition  or event that
constitutes  a Default or Event of Default  or, if any such  condition  or event
existed or exists or will exist,  specifying  the nature and period of existence
thereof and what action such Borrower and/or  Guarantor has taken or proposes to
take with respect thereto.

         (j) Collateral Reports.  EFI, RFI, the Company and ERC, as part of such
Borrowers'  monthly  report package  previously  submitted to  CapitalSource  in
connection  with any Applicable  Underlying  Loan (as defined in the Bridge Loan
Agreement)  that is secured in part by an Inventory  Mortgage (as defined in the
Bridge  Loan  Agreement),  within  ten (10) days after the end of each month and
within  ninety  (90) days  after the end of each  Fiscal  Year,  Borrower  shall
deliver to  CapitalSource,  monthly and annually,  as appropriate,  a listing of
each Applicable  Underlying Loan, together with the payment and income status of
each  Applicable  Underlying  Loan and such other  information  concerning  each
Applicable  Underlying  Loan as  CapitalSource  may specify.  (k) Audit  Report.
Promptly upon receipt thereof,  Borrowers and Guarantors,  as applicable,  shall
deliver to  CapitalSource,  one (1) copy of each other  report  submitted to any
Borrower or any Guarantor by independent public accountants or other Persons

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<PAGE>
EXHIBIT 10.1

(as defined in the Loan  Documents for such Borrower or Guarantor) in connection
with any  annual,  interim,  or special  audit made by them of the books of such
Borrower or any Guarantor.

         (l) Notice of Default or Event of Default. Promptly upon becoming aware
of the existence of any material  condition or event that  constitutes a Default
or an Event of Default  hereunder  or under the Bridge Loan  Documents,  or with
respect to the Bridge Loan a default or event of default  pursuant to any of the
Applicable  Underlying Loan Documents (as defined in the Bridge Loan Agreement),
Borrowers and  Guarantors,  as  applicable,  shall deliver to  CapitalSource,  a
written notice  specifying  the nature and period of existence  thereof and what
action such  Borrower or  Guarantor  is taking or proposes to take with  respect
thereto. (m) Notice of Claimed Default. Promptly upon becoming aware that holder
of any material  obligation or of any evidence of material  indebtedness  of any
Borrower or any Guarantor,  or with respect to EFI, RFI, the Company or ERC, any
Applicable Underlying Borrower or Applicable Underlying Guarantor (as such terms
are defined in the Bridge Loan  Agreement),  has given notice or taken any other
action  with  respect  to a claimed  default or event of  default  with  respect
thereto,  a written  notice  specifying the notice given or action taken by such
holder and the nature of the claimed default or event of default and what action
such  Borrower or such  Guarantor  is taking or  proposes  to take with  respect
thereto.

         (n) Material Adverse Developments.  Promptly upon becoming aware of any
information,  other than information relating to any litigation,  investigation,
proceedings  or  claims  pending  or  threatened  against  any  Borrower  or any
Guarantor,  that could  materially  and  adversely  affect such Borrower or such
Guarantor,  and with  respect  to EFI,  RFI,  the  Company or ERC,  which  could
materially adversely affect any Applicable  Underlying Borrower,  any Applicable
Underlying  Guarantor,  any Applicable Resort, or any Applicable Underlying Loan
Collateral (as such terms are defined in the Bridge Loan  Agreement),  or all or
any portion of the Collateral,  including any Resort,  including but not limited
to the ability of such  Borrower or such  Guarantor  to perform its  obligations
under  the  Loan  Documents,  such  Borrower  or such  Guarantor  shall  provide
CapitalSource with telephonic notice thereof, immediately followed by telecopied
and mailed written  confirmation,  specifying the nature of such  development or
information and the anticipated effect thereof.

         (o) Hazardous Materials.  Borrowers shall promptly notify CapitalSource
of any  change in the  nature or extent of any  Hazardous  Materials  (as may be
defined in the Loan  Document  applicable  to such  Borrowers)  maintained on or
under any of the Resorts or used in  connection  therewith,  and will deliver to
CapitalSource  copies of any citation,  order,  notice, or other governmental or
other  communication  received with respect to any  Hazardous  Material or other
environmentally regulated substances affecting such Resort.  CapitalSource shall
have  the  right to  require  Borrowers  to  perform  on a  periodic  basis  (at
Borrowers' expense) an environmental audit of each of such Resort and, if deemed
reasonably necessary by CapitalSource, an environmental

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EXHIBIT 10.1

risk  assessment,  each of which must be satisfactory to  CapitalSource,  in its
sole discretion.  Each such audit and/or risk assessment shall be conducted by a
licensed environmental consultant.

         (p)  Other  Information.  Each  Borrower  and each  Guarantor  agree to
promptly deliver to CapitalSource any other available information related to any
Loan, or any Collateral for any Loan as CapitalSource may in good faith request.

         9.14  Conditions to  Effectiveness.  The  effectiveness  of this Second
Master  Modification  Agreement is subject to the  satisfaction of the following
conditions   precedent  in  a  manner  satisfactory  to  CapitalSource,   unless
specifically waived in writing by CapitalSource:

         (a) CapitalSource  shall have received this Second Master  Modification
Agreement, duly executed by Borrowers and Guarantors.

         (b) The representations  and warranties  contained herein and in all of
the Loan Documents,  as each may be amended hereby,  or in connection  herewith,
shall be true and correct as of the date hereof, as if made on the date hereof.

         (c)  No  Default  or  Event  of  Default  shall  have  occurred  and be
continuing.

         (d) All corporate proceedings taken in connection with the transactions
contemplated  by this Second Master  Modification  Agreement and all  documents,
instruments  and other legal matters  incident  thereto shall be satisfactory to
CapitalSource.

         (e) CapitalSource shall have received a modification  agreement related
to the $16,500,000  Additional  Loans from Bank of America to Equivest  Finance,
Inc.,  executed by Bank of America,  N.A.,  Equivest Finance,  Inc.,  Peppertree
Acquisition  Corp., and Peppertree  Acquisition  Corp. II, in form and substance
acceptable to CapitalSource evidencing an extension to the maturity date thereof
for at least two (2) years from the previous maturity date thereof.

         (f) CapitalSource  shall have received all fees and expenses payable to
CapitalSource pursuant to Section 9.4 hereof.

         (g)   CapitalSource   shall  have   received  in  form  and   substance
satisfactory to CapitalSource, certified copies of Borrowers' casualty insurance
policies,  together with loss payable  endorsements on CapitalSource's  standard
form of loss payee endorsement naming CapitalSource as loss payee, and certified
copies of Borrowers'  liability insurance  policies,  together with endorsements
naming CapitalSource as a co-insured.

         (h) Since  May 20,  2001,  there  shall not have  occurred  any  event,
condition  or  state of facts  which  could  reasonably  be  expected  to have a
Material Adverse Effect and (ii) no representations made or information supplied
to  CapitalSource  shall have been proven to be  inaccurate or misleading in any
material respect.

         (i) CapitalSource shall have received (i) the executed amendment to the
Ocean City Mortgage,  the Avenue Plaza Mortgage, the St. Thomas Mortgage, the DC
Mortgage,  and  the  Riverside  Mortgage,  (ii)  execution  copies  of  all  A&D
Termination Documents,

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<PAGE>
EXHIBIT 10.1

and (iii)  execution  copies  of all  other  documents  executed  in  connection
herewith, all in form and substance satisfactory to CapitalSource.

         (j)  For  each   Borrower  or   Guarantor   which  is  a   corporation,
CapitalSource  shall have  received a copy of the  resolutions  of such Borrower
and/or Guarantor in form and substance reasonably satisfactory to CapitalSource,
of the Board of Directors of each  Borrower and  Guarantor  authorizing  (i) the
execution,   delivery  and  performance  of  this  Second  Master   Modification
Agreement,  the  amendment  to the  mortgages  and  deeds of trust  contemplated
herein, and any related  agreements  (collectively the "Documents") and (ii) the
granting by each Borrower and  Guarantor of the security  interests in and liens
upon the  Collateral  in each case  certified  by the  Secretary or an Assistant
Secretary of each Borrower and  Guarantor as of the Second  Master  Modification
Closing Date; and, such  certificate  shall state that the  resolutions  thereby
certified have not been amended,  modified,  revoked or rescinded as of the date
of such certificate.

         (k)  For  each   Borrower  or   Guarantor   which  is  a   corporation,
CapitalSource  shall have  received a copy of the  Articles  or  Certificate  of
Incorporation  of such Borrower and/or  Guarantor,  and all amendments  thereto,
certified  by the  Secretary  of  State  or other  appropriate  official  of its
jurisdiction  of  incorporation  together  with  copies of the  By-Laws  of such
Borrower and Guarantor and all  agreements of such  Borrower's  and  Guarantor's
shareholders  certified  as  accurate  and  complete  by the  Secretary  of such
Borrower and Guarantor.

         (l)  CapitalSource  shall have received good standing  certificates for
each  Borrower  and  Guarantor  dated not more than 30 days  prior to the Second
Master  Modification  Closing  Date,  issued by the  Secretary of State or other
appropriate official of Borrower's and Guarantor's jurisdiction of incorporation
and each  jurisdiction  where the  conduct of such  Borrower's  and  Guarantor's
business   activities   or  the   ownership  of  its   properties   necessitates
qualification.

         (m) For each Borrower or Guarantor who is a limited liability  company,
CapitalSource  shall have  received a true and complete copy of an executed copy
of Borrower's or Guarantor's regulations/operating agreement, and all amendments
thereto,  accompanied by a certificate dated the closing date,  executed by each
member of  Borrower,  or Guarantor  that (i) such copy is correct and  complete;
(ii) the regulations/operating  agreement is in full force and effect; (iii) the
regulations/operating  agreement  has not been  dissolved or  terminated  and no
proceeding for dissolution or termination is  contemplated;  and (iv) no default
or event  which  with the lapse of time or the  giving  of notice or both  could
become a default has occurred under the regulations/operating agreement.

         (n) For each Borrower or Guarantor who is a limited liability  company,
CapitalSource  shall have received (i) the written consent of each member to the
extent required by the  regulations/operating  agreement approving the execution
of this Second  Master  Modification  Agreement and the granting of the security
interests granted herein and in the loan Documents, authorizing the transactions
contemplated  hereby and, if,  pursuant to permission  therefor in the operating
agreement, this Second Master Modification Agreement and the documents executed

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<PAGE>

EXHIBIT 10.1

in  connection  herewith  are to be  executed  on  behalf  of such  Borrower  or
Guarantor  by less  than all of the  members,  specifying  by name  each  member
authorized  to so execute  this Second  Master  Modification  Agreement  and the
documents  executed  in  connection  herewith  and  whether  and to what  extent
execution  by more  than  one is  required,  (ii) a copy of such  Borrower's  or
Guarantor's certificate of formation and all amendments thereto,  accompanied by
certificates  that such copy is correct and  complete  which have been issued by
(A) the appropriate  governmental  official of the  jurisdiction of formation of
Borrower or  Guarantor  and (B) the manager of Borrower or  Guarantor  as of the
Second Master Modification Closing Date.

         (o)  CapitalSource   shall  have  received  all  such  other  documents
requested  by  CapitalSource  deemed by it to be  necessary  to  effectuate  the
transfer of the Loans,  Loan  Documents and liens and security  interests in the
Collateral from CSFB, including any assignments,  financing statements, pledges,
stock powers, issuance of new stock certificates, or other related documents.

         9.15  Additional  Acknowledgements.  With the  execution of this Second
Master Modification Agreement:

         (a) Borrowers and Guarantors do hereby  acknowledge,  confirm and agree
to the prompt and immediate payment of all sums due CapitalSource from Borrowers
and  Guarantors  and  of  all   indebtedness  of  Borrowers  and  Guarantors  to
CapitalSource,  and  to the  immediate  performance  and  prompt  compliance  by
Borrowers and  Guarantors  of all  obligations  of Borrowers  and  Guarantors to
CapitalSource.

         (b)  Borrowers and  Guarantors  do hereby waive,  discharge and release
forever any and all  existing  claims,  counterclaims,  defenses,  demands,  and
rights of set-off that it or they may presently have or may previously  have had
against CSFB or CapitalSource  with respect to or arising in connection with any
of the Loans or with regard to Loan Documents as modified  hereby,  or which may
affect the validity or  enforceability  by CSFB or  CapitalSource of its various
rights and remedies under the Loan Documents,  and each further acknowledges and
agrees that the waiver,  discharge  and release  herein  contained  represent an
essential part of the consideration  bargained for and received by CapitalSource
in consideration of its agreements hereunder.

         (c)  As  additional   consideration  for   CapitalSource's   agreements
hereunder,   each   Borrower   does  hereby   reconfirm  and  does  re-grant  to
CapitalSource  a security  interest in the  Collateral,  as security  for of the
Loans under the Loan Documents.

         (d) The terms,  conditions,  covenants,  and agreements hereof shall be
binding upon the heirs, personal representatives, successors, and assigns of the
parties  hereto and shall inure to the benefit of the  successors and assigns of
CapitalSource.  (e) Borrowers hereby acknowledge that (i) under no circumstances
is  CapitalSource  obligated to make  additional  financing  available,  for any
purpose,   (ii)  Borrowers  are  not  entitled  to  any  future   advances  from
CapitalSource under any of

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<PAGE>

EXHIBIT 10.1

the Loans,  and (iii) each Loan has been fully funded and  CapitalSource  has no
obligation or commitment to advance any additional funds to any Borrower.

         (f) THIS SECOND MASTER MODIFICATION  AGREEMENT SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (g) Whenever the singular number is used herein, the same shall include
the plural,  and the masculine and/or feminine and the natural and/or artificial
persons shall include all genders, whenever and wherever the context so requires
or admits.

         (h) CapitalSource may, at any time and from time to time, waive any one
or more of the provisions of this Second Master Modification Agreement,  but any
such  waiver  shall be  deemed to be made in  pursuance  of this  Second  Master
Modification  Agreement and not in modification  thereof, and any such waiver in
any instance or under any  particular  circumstances  shall not be  considered a
waiver of such condition in any other instance or other circumstances.

         (i) Any  waiver  or  modification  of the terms of this  Second  Master
Modification  Agreement by CapitalSource shall be in writing and shall be signed
by an authorized  officer of CapitalSource.  No delay or omission of the part of
CapitalSource  in exercising  any right  hereunder  shall operate as a waiver of
that right or of any other right thereunder or hereunder.

         (j)  Time is of the  essence  under  this  Second  Master  Modification
Agreement with respect to each Borrower's and Guarantor's performance hereunder.

         (k) In the event  any one or more of the  provisions  contained  herein
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall, at the option of
the  CapitalSource,  not affect any  provisions  herein,  but this Second Master
Modification  Agreement  shall  be  construed  as if such  invalid,  illegal  or
unenforceable provision had never been contained herein.

         (l)  In  the  event  governmental  entities,  agencies  or  departments
determine  that  this  Second  Master   Modification   Agreement  requires  that
additional  documentary  or  intangible  stamps taxes are  necessary,  Borrowers
hereby agree to  immediately  pay such taxes.  Borrowers  shall  further pay any
interest or  penalties  which may accrue due to the  requirement  of  additional
documentary or intangible stamp taxes and shall  indemnify,  defend and save and
hold harmless  CapitalSource  from and against any and all claims or liabilities
arising from the requirements of such additional  taxes.  Failure on the part of
Borrowers to pay these  additional  taxes when due shall  constitute an Event of
Default hereunder and under the Loan Documents.

         (m)  Borrowers   hereby   acknowledge,   confirm  and  agree  that  the
consideration that Borrowers are receiving from CapitalSource  under this Second
Master  Modification  Agreement  constitutes  reasonably  equivalent  value  and
valuable  consideration in exchange for the consideration  that CapitalSource is
receiving from Borrowers under this Second Master Modification Agreement.

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<PAGE>

EXHIBIT 10.1

         (n)   Borrowers   do  hereby   acknowledge,   confirm  and  agree  that
CapitalSource  is  proceeding  in good  faith and are  Borrowers  receiving  the
consideration granted to CapitalSource hereunder for value and in good faith.

         (o) Borrowers and Guarantors do hereby  acknowledge,  confirm and agree
that CapitalSource reserves all rights and remedies under the Loan Documents and
this Second Master  Modification  Agreement and as provided by applicable  state
and federal law.

         9.16 Ratification by Borrowers and Guarantors.

         (a) By the  execution of this Second Master  Modification  Agreement in
the spaces provided below,  each of Borrowers  agrees to the terms,  provisions,
and  conditions  set forth  herein and  acknowledges  that  except as  expressly
provided herein,  all documents and instruments  (including all documents listed
on  Exhibit  "F"  attached  hereto)  to which  such  Borrower  is a party,  that
evidence,  secure, or otherwise  pertain to the Loans, as previously  amended or
modified,   shall  remain  legally  binding  upon,  and  fully   enforceable  by
CapitalSource against each of the Borrowers.

         (b) By the  execution of this Second Master  Modification  Agreement in
the spaces provided below, each Guarantor hereby: (a) acknowledges the execution
of, and consents to, the terms and conditions of this Second Master Modification
Agreement; (b) reaffirms and confirms its obligations, as applicable,  under the
Ocean City Guaranty, the Avenue Plaza Guaranty, the St. Thomas Guaranty, and the
Riverside  Guaranty  (collectively  the  "Guaranties")  and all other  documents
listed on Exhibit "F" attached  hereto to which such Guarantor is a party,  each
made by the applicable  Guarantor in favor of  CapitalSource  and  acknowledges,
confirms and agrees that Borrowers'  obligations and indebtedness  under, and as
defined  in,  each of the  Guaranties  include all now  existing  and  hereafter
arising obligations and indebtedness of Borrowers to CapitalSource under, and in
the Loan  Documents,  as amended by the Second  Master  Modification  Agreement,
except as limited by the terms of the Guaranties;  (c) acknowledges  that it has
no defense,  counterclaim,  set-off or any other claim to diminish its liability
under the Guaranties;  and (d) acknowledges  that its consent is not required to
the  effectiveness  of the Second  Master  Modification  Agreement or any future
amendment, modification,  forbearance or other action with respect to the Loans,
or any of the other Loan Documents.

         9.17 Notices. Notwithstanding any other provision contained in any Loan
Document,  any notice or other  communication  required or permitted to be given
under any Loan Document shall be in writing addressed to the respective party as
set forth below and may be  personally  served,  telecopied or sent by overnight
courier or U.S.  Mail and shall be deemed given:  (a) if served in person,  when
served;  (b) if  telecopied,  on the date of  transmission  if before 3:00 p.m.,
Washington,  D.C.  local time, on a business  day;  provided that a hard copy of
such  notice is also sent  pursuant  to (c) or (d)  below;  (c) if by  overnight
courier,  on the first business day after delivery to the courier;  or (d) if by
U.S. Mail,  certified or registered mail, return receipt requested on the fourth
(4th) day after deposit in the mail postage prepaid.

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<PAGE>
EXHIBIT 10.1

Notices to EFI: Equivest Finance, Inc.

                                100 Northfield Street
                                Greenwich, Connecticut 06830
                                Attn: Richard Breeden
                                Telecopy: (401) 846-3888

Notices to RFI: Equivest Capital, Inc.

                                Two Clinton Square
                                Syracuse, New York 13202
                                Attn: President
                                Telecopy: (315)422-9477

Notices to all Borrowers and Guarantors:

                                c/o Equivest Finance, Inc.
                                115 Long Wharf
                                P. O. Box 2000
                                Newport, Rhode Island 02840
                                Attn: Richard Winkler
                                Telecopy: (401) 846-3888
Notices to CapitalSource
and CapitalSource Holdings:     CapitalSource Finance LLC
                                1133 Connecticut Avenue, N.W.
                                Suite 310
                                Washington, D.C. 20036
                                Attn: Loan Management Structured
                                Finance Group
                                Telecopy: (202) 862-4990
With a copy to:

                                Patton Boggs LLP
                                2001 Ross Avenue, Suite 3000
                                Dallas, Texas 75201
                                Attn: James C. Chadwick, Esq.
                                Telecopy: (214) 758-1550

         9.18  Protection  of  Collateral;   Reimbursement.  All  original  Loan
Documents shall be delivered,  at Borrowers'  expense,  to  CapitalSource at its
address as set forth below and, except as otherwise expressly provided herein to
the contrary, held in CapitalSource's possession, custody, and control until all
of the  indebtedness  owed to CapitalSource by Borrowers is paid in full and all
of Borrowers'  obligations  under the Loan Documents have been fully  satisfied.
Alternatively, CapitalSource, in its sole discretion, may elect for Custodian to
maintain  possession,  custody,  and control of certain  Collateral and all such
documents  and  instruments  during  such  period  of time.  The Loan  Documents
delivered  to  CapitalSource  or  Custodian  (whether  in  connection  with  the
execution of this Second Master Modification  Agreement,  or delivered from CSFB
in  connection  with  the Loan  Sale  Agreement)  as  described  above  shall be
segregated by CapitalSource or Custodian, as the case may be, and stored in a

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EXHIBIT 10.1

secure, fire-resistant filing cabinet, access to which is limited in a
commercially reasonable manner. Borrowers and Guarantors agree that such storage
is and shall be deemed to constitute reasonable care by CapitalSource with
respect to such Loan Documents. Except to the extent expressly included in the
Custodian's fee as set forth in the Custodial Agreement, all insurance and other
expenses of protecting the Loan Documents, including, without limitation,
storing, warehousing, insuring, handling, maintaining, and shipping the Loan
Documents, and any and all excise, property, intangible, sales, and use taxes
imposed by any state, federal, or local governmental authority on any of the
Loan Documents or in respect of the sale thereof shall be paid by Borrowers,
jointly and severally. Any and all other amounts for which Borrowers may become
liable hereunder and all costs and expenses (including attorneys' and
paralegals' fees, legal expenses, and court costs) that CapitalSource may incur
in enforcing or protecting its security interest or lien on, or rights and
interest in, the Collateral or any of its rights or remedies under this Second
Master Modification Agreement or any other Loan Document or in respect to any of
the transactions to be had hereunder or thereunder, until paid by Borrowers to
CapitalSource with interest at the applicable default rate of interest (however
defined in the applicable Loan Documents), shall be included among the
indebtedness owed by Borrowers to CapitalSource and, as such, shall be secured
by all of the Collateral. Provided that CapitalSource or Custodian retains the
original Loan Documents delivered to it in a secure, fire-resistant filing
cabinet as provided above, CapitalSource shall not be liable or responsible in
any way for the safekeeping of any of the Loan Documents or for any loss or
damage thereto or for any diminution in the value thereof, or for any act or
default of any warehouseman, carrier, forwarding agency, Custodian, or any other
Person (as defined in the Loan Documents) whomsoever, excluding damages or
losses that occur as a result of CapitalSource's gross negligence or willful
misconduct.

         9.19 Financial Covenants.

         (a) Minimum  Tangible Net Worth.  EFI shall maintain a minimum Tangible
Net Worth in excess of (A) the  greater of (i)  $35,000,000,  or (ii) 95% of the
Tangible Assets of EFI minus total liabilities of EFI,  determined in accordance
with GAAP and calculated on a consolidated  basis as of the end of each calendar
quarter  (commencing with September 30, 2001),  plus (B) 50% of the positive Net
Income, if any, of EFI for the immediately preceding calendar quarter.

         (b) Debt  Service  Coverage  Test.  EFI shall  maintain a Debt  Service
Coverage  Ratio of not less  than 1.50 to 1.00,  measured  as of the last day of
each calendar quarter.

         (c) Leverage Ratio.  Neither EFI,  individually,  nor EFI and the other
Borrowers,  determined on a consolidated  basis, shall permit the Leverage Ratio
as of the last day of each calendar  quarter to exceed 11.0 to 1.0,  measured as
of the last day of each calendar quarter.

         (d) Minimum Liquidity. EFI, individually,  shall maintain not less than
$1,000,000  of  Liquid  Assets,  measured  as of the last  day of each  calendar
quarter.

         (e) Solvency.  The  Borrowers  are, and at all times during the term of
the Loans, shall remain Solvent.

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EXHIBIT 10.1

         9.20 Residual Interest of RFI. Borrowers and CapitalSource  acknowledge
that in accordance with Section 8.5 of the First Master Modification  Agreement,
and  Section  1(e)  of the  Riverside  Absolute  Assignment,  RFI  retained  and
currently has a residual  interest in the  Riverside  Loan in an amount equal to
$2,656,712.75  (the "Riverside  Residual  Interest").  RFI acknowledges that its
right to receive payment of the Riverside Residual Interest and an assignment of
the Riverside Loan  Documents is and shall,  at all times during the term of the
Loans,  be  subordinate  in all  respects to (i) the prior  repayment in full to
CapitalSource  of the Riverside Loan in accordance with Section 9.3 hereof,  and
(ii) the prior payment to CapitalSource of the Pool Loans required under Section
9.6 hereof.

         9.21 Events of Default.  Notwithstanding any other provisions set forth
in any of the Loan Documents  (except for Loan  Documents  related to the Bridge
Loan),  the  parties  agree the  following  events of default  shall  constitute
"Events of Default" under any and all of the Loans (except the Bridge Loan), and
the  following  "Events of Default"  shall  supercede  and replace all  existing
"Defaults" and "Events of Default" set forth in all of the Loan Documents (other
than the Loan Documents related to the Bridge Loan):

         (a) Payment  Default.  If any Borrower  fails to make, as and when due,
whether by  acceleration  or otherwise,  any payment or mandatory  prepayment of
principal,  interest,  or other  fees or amounts of any and every kind due under
any Loan pursuant to any Loan Document.

         (b)  Covenant  Defaults.  If any  Borrower  fails  fully and  timely to
perform or observe any non-monetary covenant,  agreement,  or warranty contained
in any Loan  Document,  including  any covenants set forth in this Second Master
Modification Agreement.

         (c) Warranties or  Representations.  If any statement or representation
made by or on behalf of any  Borrower or  Guarantor  in any Loan  Document or in
this Second  Master  Modification  Agreement,  or in any  document,  instrument,
certificate,  opinion, or other item furnished pursuant to the Loan Documents or
this  Second  Master  Modification  Loan  Agreement,  is false,  misleading,  or
incorrect in any material respect as of the date made or reaffirmed.

         (d)  Enforceability.  If (i) any Lien (hereinafter  defined) granted by
any Borrower to  CapitalSource in connection with any Loan is or becomes invalid
or  unenforceable  or is not, or ceases to be, a perfected  first  priority Lien
(except for the Liens  related to the  Riverside  Loan which rights  therein are
PARI PASSU with the rights of Home  National  Bank and Central  National  Bank &
Trust of Enid,  pursuant to that  certain  Collateral  Agency and  Intercreditor
Agreement,  dated August 23,  2000) in favor of  CapitalSource  encumbering  the
asset which it is intended to encumber,  and such  Borrower  fails to cause such
Lien to become a valid, enforceable,  first and prior Lien (other than the Liens
related to the Riverside Loan) in a manner satisfactory to CapitalSource, in its
sole  discretion,  within ten (10) days  after  CapitalSource  delivers  written
notice thereof to such Borrower;  or (ii) if any material  term,  provision,  or
condition of any Loan Document becomes invalid or unenforceable by CapitalSource
and its successors and assigns.

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<PAGE>

EXHIBIT 10.1

         (e)  Insolvency.  If any  Borrower or  Guarantor  becomes  insolvent or
otherwise  generally  unable  to pay its debts as and when  they  become  due or
payable.

         (f)  Involuntary  Proceedings.  If a case is commenced or a petition is
filed against any Borrower or Guarantor under any Debtor Relief Law (hereinafter
defined),  a receiver,  conservator,  liquidator,  or trustee of any Borrower or
Guarantor or of any material  asset of any Borrower or Guarantor is appointed by
court order and such order remains in effect for more than forty-five (45) days,
or if any material  asset of any Borrower or Guarantor is  sequestered  by court
order and such order remains in effect for more than forty-five (45) days.

         (g)  Voluntary  Proceedings.  If any Borrower or Guarantor  voluntarily
seeks,  consents to, or acquiesces in the benefit of any provision of any Debtor
Relief Law,  whether now or hereafter  in effect,  consents to the filing of any
petition  against it under such law,  makes an assignment for the benefit of its
creditors,  admits in writing its  inability to pay its debts  generally as they
become due, or consents to or suffers the  appointment  of a receiver,  trustee,
liquidator, or conservator for it or any part of its assets.

         (h) Attachment;  Judgment; Tax Liens. Either (i) the issuance,  filing,
levy, or seizure against all or any portion of the Collateral of one (1) or more
attachments, injunctions, executions, tax liens, or judgments for the payment of
money  cumulatively  in excess of  $10,000,  that is not  discharged  in full or
stayed within thirty (30) days after such issuance, filing, levy, or seizure, or
(ii) the  issuance,  filing,  levy or seizure  against all or any portion of any
assets  of  any  Borrower  or  Guarantor,   of  one  (1)  or  more  attachments,
injunctions,  executions,  tax  liens,  or  judgments  for the  payment of money
cumulatively  in excess of $100,000,  that is not  discharged  in full or stayed
within thirty (30) days after such issuance, filing, levy, or seizure.

         (i) Going Concern  Reference.  If any Borrower's or Guarantor's  annual
audited financial  statements required to be furnished to CapitalSource,  make a
"going concern"  reference or otherwise  question such Borrower's or Guarantor's
continuing viability as a going concern.

         (j)  Removal  of  Collateral.   If  any  Borrower  conceals,   removes,
transfers,  conveys, assigns, or permits to be concealed,  removed, transferred,
conveyed,  or assigned,  any of the  Collateral in violation of the terms of any
Loan Document or with the intent to hinder,  delay,  or defraud its creditors or
any of them including, without limitation, CapitalSource.

         (k) Other Defaults. If a material default or event of default occurs in
connection with any other loans or financing  arrangements  that any Borrower or
Guarantor may have with CapitalSource.

         (l)  Material  Adverse  Effect.  If there occurs any event or condition
that does or could have a Material  Adverse  Effect on any Borrower or Guarantor
or the Loans.

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 57


<PAGE>
EXHIBIT 10.1

         (m)  Minimum Net Worth  Requirement.  The failure of EFI or EFI and the
other  Borrowers  to  comply  with the  Tangible  Net Worth  Requirement  or the
Leverage Ratio covenants set forth in this Second Master Modification Agreement.

         (n)  Default  by  Borrowers  in Other  Agreements.  Any  default by any
Borrower (i) in the payment of any  indebtedness to  CapitalSource;  (ii) in the
payment or performance of other  indebtedness  for borrowed money or obligations
in excess of $50,000 secured by all or any portion of the  Collateral;  or (iii)
in the payment or performance of any other material indebtedness or obligations.

         (o) Attachment;  Judgment;  Tax Liens. The issuance,  filing,  levy, or
seizure  against all or any portion of any Resort  (including any Mortgaged Real
Property) of one (1) or more attachments, injunctions, executions, tax liens, or
judgments for the payment of money  cumulatively  in excess of $25,000,  that is
not  discharged  in full or stayed  within sixty (60) days after such  issuance,
filing, levy, or seizure.

         (p)  Applicable  Declarations.  If  any  Applicable  Declaration  or  a
timeshare regime created thereby at a Resort is materially amended, restated, or
terminated without CapitalSource's prior written consent.

         (q) Transfer of Property. Except for the sale of Intervals and/or Units
in the ordinary  course of a Borrower's  business in  accordance  with the terms
hereof  and of the  other  Loan  Documents,  and  except  for  transfers  due to
involuntary  condemnation that do not render any Resort useless for its intended
purpose, if any Borrower,  without CapitalSource's prior written consent, sells,
conveys,  or further  encumbers all or any part of its interest in any Resort or
in any of the  personalty  located  thereon  or used or  intended  to be used in
connection  therewith.  For purposes of this Section,  an  assignment,  sale, or
transfer  shall also include the transfer of any stock in a Borrower  other than
to an existing shareholder thereof.

         (r) Lien Against  Resort.  Except for the liens and security  interests
set forth on Exhibit "J", or as otherwise  specifically  provided  herein to the
contrary,  if  any  Borrower  grants  any  Lien,  security  interest,  or  other
encumbrance  upon all or any  portion  of a Resort or all or any  portion of the
Collateral   other  than  in  favor  of   CapitalSource,   unless   approved  by
CapitalSource in writing, in its sole and absolute discretion.

         (s) Title.  If any  violation or breach  shall occur in any  agreement,
covenant,  or restriction affecting title to all or any portion of a Resort, any
Mortgaged  Real  Property,  or any Intervals or Units which are  encumbered by a
Lien in favor of CapitalSource, including but not limited to any liens set forth
on Exhibit "J", and such  violation or breach is not cured within any time frame
allowed hereunder.

         (t) Loss of License. The suspension,  loss,  revocation,  or failure to
renew  or file for  renewal  of any  legally  required  registration,  approval,
license,  permit, or franchise now held or hereafter acquired by a Borrower with
respect  to any Resort or the  marketing  or sale of  Intervals  thereat or with
respect  thereto,  or the failure to pay any amount which is  necessary  for the
continued operation of a Resort in compliance with all

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 58


<PAGE>

EXHIBIT 10.1

applicable laws and regulations related thereto, which loss,
revocation, failure to renew or file for renewal, or failure to
pay is not cured within thirty (30) days following such
occurrence.

         (u)  Suspension  of Sales.  The  issuance of any stay order,  cease and
desist order,  injunction,  temporary  restraining  order,  or other judicial or
nonjudicial  sanction limiting or materially affecting any Interval marketing or
sales  activities  at  or  with  respect  to a  Resort  or  the  enforcement  of
CapitalSource's  rights or  remedies  hereunder  or pursuant to any of the other
Loan  Documents,  which order or sanction is not terminated or dissolved  within
thirty (30) days after its issuance.

         (v) Legal  Opinions.  The  failure to  deliver  the legal  opinions  to
CapitalSource  in accordance  with the provisions of Section 9.23 of this Second
Master Modification Agreement.  References to "Defaults" and "Events of Default"
in any of the Loan Documents  (other than Loan  Documents  related to the Bridge
Loan) shall mean  references to all "Events of Default" as documented  above. It
is the intent of the  parties  hereto for this  Section  9.21 to  supercede  any
contrary  provisions  in any other Loan  Documents  (other  than Loan  Documents
related to the Bridge  Loan).  It is the intent of all  parties  hereto that any
Event of Default  with respect to one or more of the Loans shall  constitute  an
Event of Default under each of the remaining Loans and Loan  Documents,  thereby
entitling  CapitalSource  to exercise any or all legal and equitable  rights and
remedies  available to CapitalSource,  whether pursuant to the Loan Documents or
by operation of law.

         9.22  Debt  Covenant.  CapitalSource  acknowledges  that the  covenants
regarding the limitation on additional  Indebtedness set forth in Sections 3.11,
4.9, 5.9 and 6.11 of this Second Master  Modification  Agreement shall not apply
to any other Loan or  Borrower  other than the Ocean  City Loan,  the  Riverside
Loan, the Avenue Plaza Loan and the St. Thomas Loan,  respectively,  as provided
therein.

         9.23 Legal  Opinions.  No later than forty-five (45) days following the
Second  Master  Modification  Closing  Date,  CapitalSource  shall have received
executed  legal opinions of Borrowers'  and  Guarantors'  legal counsel in forms
substantially  similar to the forms  contained in Exhibit "C"  attached  hereto.
Borrowers  and  Guarantors  hereby  authorize and direct such counsel to deliver
such opinions to CapitalSource.

         9.24  Waiver of Jury Trial.  CAPITALSOURCE,  BORROWERS  AND  GUARANTORS
HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED HEREON,  OR ARISING OUT OF,
UNDER OR IN CONNECTION  WITH THIS SECOND MASTER  MODIFICATION  AGREEMENT AND ANY
AGREEMENT  CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OR
CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTION OF
ANY PARTY HERETO.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR  CAPITALSOURCE
ENTERING  INTO THIS SECOND  MASTER  MODIFICATION  AGREEMENT.  SECOND MASTER LOAN
MODIFICATION AGREEMENT -- Page 59


<PAGE>

EXHIBIT 10.1

         9.25 Miscellaneous.

         (a) No Other  Changes.  Except as expressly set forth herein,  each and
every  term,  provision,  and  condition  contained  in the  Loans  and  related
documents,   including   all   exhibits  and   schedules   thereto  and  all  of
CapitalSource's  rights and remedies  thereunder,  shall remain unchanged and in
full force and effect following the Second Master Modification Closing Date.

         (b)  Inconsistencies.  The  terms of this  Second  Master  Modification
Agreement   shall   control  and  prevail  in  the  event  of  any  conflict  or
inconsistency  between  any  of  the  Loan  Documents  and  this  Second  Master
Modification Agreement.

         (c)  Counterparts.  This Second  Master  Modification  Agreement may be
executed in  identical  counterparts,  each of which shall be deemed an original
for any and all purposes and all of which,  collectively,  shall  constitute one
and the same instrument.

         (d) Audits.  Notwithstanding  anything to the contrary set forth in any
Loan Documents,  Borrowers shall permit  CapitalSource to perform on-site audits
of Borrower's books and records relating to any of the Loans.

         9.26  Termination of Provisions.  Borrowers and Guarantors  acknowledge
and agree that under  certain  circumstances  CapitalSource  may require CSFB to
reacquire the Loans and Trust Loans in  accordance  with a put  obligation  (the
"Put Option") set forth in the Loan Sale  Agreement.  Borrowers  and  Guarantors
acknowledge and agree that if  CapitalSource  exercises the Put Option under the
Loan Sale  Agreement  to require  CSFB to  reacquire  the Loans and Trust Loans,
then:

         (i)  Within 90 days  after the  exercise  by  CapitalSource  of the Put
Option, (a) CapitalSource shall refund to Borrowers the Commitment Fee and legal
and  other  closing  costs  actually  paid  to  CapitalSource  by  Borrowers  in
connection with the transactions contemplated by this Second Master Modification
Agreement and all other costs,  fees and excess interest  payments actually paid
to CapitalSource  by Borrowers  (between August __, 2001 and consummation of the
Put Option [the "Interim  Period"])  that Borrower would not have otherwise paid
but for the  execution  of the Second  Master  Modification  Agreement;  and (b)
Avenue Plaza, Bluebeard and Castle shall pay to CapitalSource an amount equal to
the sum of the Special Avenue Plaza Advance and the Special St. Thomas  Advance,
together with accrued and unpaid interest thereon less any release fees paid and
applied to the unpaid  balances  of the  Special  Avenue  Plaza  Advance and the
Special St.  Thomas  Advance  (or,  alternatively,  the party having the greater
burden of  reimbursement  may elect to offset the  amount  payable  against  the
amounts payable by the other party; and

         (ii) Except  with  respect to  provisions  that  expressly  survive the
termination  of this Second Master  Modification  Agreement,  this Second Master
Modification  Agreement and all other documents executed in connection  herewith
shall terminate, effective from and after the date of reassignment

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 60


<PAGE>

EXHIBIT 10.1

of the Loans and Trust Loans to CSFB and (a) CapitalSource  shall give credit to
Borrowers for all release fees and other required  principal  payments under the
Loans  made by  Borrowers  to  CapitalSource  in the  ordinary  course;  and (b)
CapitalSource  shall incur and pay all costs  necessary  to prepare,  record and
effectuate the termination of this Second Master Modification  Agreement and all
documents  collateral  thereto,  and to provide Borrower any applicable  partial
releases for principal payments made by Borrowers during the Interim Period; and

         (iii) From and after such  effective  date, the terms and provisions of
the  Loan  Documents   shall  govern  and  control  as  if  this  Second  Master
Modification  Agreement  had not been  executed,  except that the  obligation of
Avenue Plaza, Bluebeard and Castle to repay the Special Avenue Plaza Advance and
the Special  St.Thomas  Advance,  and interest  thereon,  and the  obligation of
CapitalSource  to remit fees and payments per Section  9.26(i)(a)  above,  shall
survive  the  termination  of this Second  Master  Modification  Agreement.  If,
pursuant to the Loan Sale Agreement, CapitalSource elects to receive from CSFB a
cash  adjustment  to the purchase  price paid by  CapitalSource  for each of the
Loans and Trust Loans, then CapitalSource and Borrowers shall cooperate with one
another in good faith to execute an amendment to this Second Master Modification
Agreement  which  shall  set  forth  an  adjustment  to the  Initial  Discounted
Principal  Amount of each of the Loans and the amounts related thereto (such as,
without limitation,  the Applicable  Principal Balances,  Aggregate Loan Amount,
and Exit Fees payable hereunder).

         9.27 RELEASE.  BORROWERS AND GUARANTORS  HEREBY  ACKNOWLEDGE  THAT EACH
HAVE NO DEFENSE, COUNTERCLAIM,  OFFSET, CROSS-COMPLAINT,  CLAIM OR DEMAND OF ANY
KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY
PART OF ITS LIABILITY TO REPAY THE  "OBLIGATIONS" OR TO SEEK AFFIRMATIVE  RELIEF
OR DAMAGES OF ANY KIND OR NATURE FROM  CAPITALSOURCE.  BORROWERS AND  GUARANTORS
EACH  HEREBY   VOLUNTARILY   AND   KNOWINGLY   RELEASE  AND  FOREVER   DISCHARGE
CAPITALSOURCE,   ITS  PREDECESSORS,   OFFICERS,  DIRECTORS,  AGENTS,  EMPLOYEES,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS,  DEMANDS,  ACTIONS,  CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER,  KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED,  SUSPECTED OR UNSUSPECTED,  FIXED, CONTINGENT,  OR
CONDITIONAL,  AT LAW OR IN EQUITY,  ORIGINATING IN WHOLE OR IN PART ON OR BEFORE
THE DATE THIS AMENDMENT IS EXECUTED,  WHICH  BORROWERS AND GUARANTORS MAY NOW OR
HEREAFTER HAVE AGAINST  CAPITALSOURCE,  ITS PREDECESSORS,  OFFICERS,  DIRECTORS,
AGENTS,  EMPLOYEES,  SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER
ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE,  AND ARISING FROM ANY "LOANS,"  INCLUDING,  WITHOUT  LIMITATION,  ANY
CONTRACTING FOR, CHARGING,  TAKING, RESERVING,  COLLECTING OR RECEIVING INTEREST
SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 61


<PAGE>
EXHIBIT 10.1

IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER ANY LOAN DOCUMENT, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURES BEGIN ON FOLLOWING PAGE]

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 62


<PAGE>
EXHIBIT 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Second Master
Modification Agreement to be duly executed and delivered as of the date first
above written.


<PAGE>
EXHIBIT 10.1
BORROWERS:

EQUIVEST FINANCE, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST CAPITAL, INC.
By:_________________________
Name:_______________________
Its:________________________

EASTERN RESORTS COMPANY, LLC
By:_________________________
Name:_______________________
Its:________________________

EASTERN RESORTS CORPORATION
By:_________________________
Name:_______________________
Its:________________________

OCEAN CITY COCONUT MALORIE RESORT, INC.
By:_________________________
Name:_______________________
Its:________________________

BLUEBEARD'S CASTLE, INC.
By:_________________________
Name:_______________________
Its:________________________

AVENUE PLAZA LLC
By:_________________________
Name:_______________________
Its:________________________

CASTLE ACQUISITION, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST WASHINGTON, INC.
By:_________________________
Name:_______________________
Its:________________________


SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 63


<PAGE>
EXHIBIT 10.1

GUARANTORS:

EQUIVEST FINANCE, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST LOUISIANA, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST ST. THOMAS, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST MARYLAND, INC.
By:_________________________
Name:_______________________
Its:________________________

EQUIVEST TEXAS, INC.
By:_________________________
Name:_______________________
Its:________________________

LENDER:

CAPITALSOURCE FINANCE LLC
By:_________________________
Name:_______________________
Its:________________________
WARRANT HOLDER:

CAPITALSOURCE HOLDINGS LLC
By:_________________________
Name:_______________________
Its:________________________

SECOND MASTER LOAN MODIFICATION AGREEMENT -- Page 64


<PAGE>
EXHIBIT 10.1

LIST OF EXHIBITS

Exhibit A Additional Loans
Exhibit B List of Loans and Loan Balances
Exhibit C Form of Legal Opinion
Exhibit D Intentionally Omitted
Exhibit E List of Homeowner's Associations
Exhibit F List of Loan Documents
Exhibit G List of Escrow Agreements
Exhibit H Existing Defaults
Exhibit I Litigation
Exhibit J Existing Liens
Exhibit K List of Prior Loans (Repaid)
Exhibit L List of Warrants
Exhibit M Bridge Loan Collateral
Exhibit N Applicable Balances and Exit Fees


<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "A"
                                ADDITIONAL LOANS


<PAGE>
EXHIBIT 10.1

EXHIBIT "B"
LOAN BALANCES

                                LIST OF LOANS
                   (BALANCE OUTSTANDING AND ORDER OF PAYOFF)

<TABLE>
<CAPTION>
                        BALANCE
LOAN                    AS OF 05/17/01      BALANCE AS OF DETERMINATION DATE
<S>                    <C>                  <C>
1. BRIDGE                       1,794,132              1,494,132.29
2. SPECIAL AVENUE PLAZA ADVANCE         0                         0
3. SPECIAL ST. THOMAS ADVANCE           0                         0
4. ST THOMAS                   11,493,532             11,081,032.12
5. AVENUE PLAZA                11,493,532             12,245,000.00
6. OCEAN CITY                   3,315,147              3,039,147.62
7. RIVERSIDE                    2,656,713              2,564,012.75
-------------------------------------------------------------------------------------------------------------------
TOTAL                          30,753,056              30,423,324.78
</TABLE>

EXHIBIT B - PAGE 1 OF 1


<PAGE>
EXHIBIT 10.1
EXHIBIT "C"

                               FORM LEGAL OPINION
________, 2001

CapitalSource Finance LLC 1133 Connecticut Avenue, N.W.
Suite 310
Washington, D.C. 20036

Ladies and Gentlemen:

This opinion is being delivered in connection with that certain Second
Master Loan Modification Agreement dated as of September 7, 2001 by and among
______________________, a _______________ ("Borrower") and CapitalSource Finance
LLC, a Delaware limited liability company ("Lender") (the "Loan Agreement"). We
have acted as special [State/District] counsel to Borrower in connection with
the preparation, negotiation, execution, delivery and perfection of a real
property lien and personal property security interest granted by Borrower to
Lender, pursuant to the documentation described below. Unless otherwise defined
herein, capitalized terms used in this opinion shall have the meanings given to
those terms in the Loan Agreement.
For the purposes of this opinion, we have reviewed the following
documents.

1. Assignment of [Mortgage/Deed of Trust] and other Loan Documents
("Mortgage Assignment");

2. Mortgage/Deed of Trust ("Mortgage") dated as of _______, 19___
executed by Borrower in favor of ____________;

3. Amendment to [Mortgage/Deed of Trust] ("Mortgage Amendment")
amending that certain [Mortgage/Deed of Trust] (the "Mortgage"); and

4. The UCC-3 Financing Statement (the "Financing Statement") (copy of
execution counterpart attached hereto) for filing in the office of
______________________, covering certain personal property, for filing under the
Uniform Commercial Code as in effect in the State of [State/District] ("UCC").
The documents described above are herein collectively referred to as the "Lien
Documents".

In addition, we have examined such other documents and certificates as
we have deemed necessary or appropriate for the purposes of this opinion. Based
upon the foregoing, we are of the opinion that:

EXHIBIT C - PAGE 1 OF 2


<PAGE>
EXHIBIT 10.1

1. Assuming the truth of the warranties contained in the Mortgage, the
Mortgage Assignment and Mortgage Amendment concerning Borrower's title to the
Mortgaged Property (defined below) and the filing and recording of the Mortgage
Assignment and Mortgage Amendment in the real property records of
______________________, the Mortgage, as assigned and amended by the Mortgage
Assignment and Mortgage Amendment, creates a valid assignment and modification
of a lien upon the property subject to the Mortgage (the "Mortgaged Property"),
insofar as such Mortgaged Property constitutes real property, and a valid and
perfected security interest in that portion of the Mortgaged Property
constituting "fixtures" (as defined in [Section 9-313] of the UCC), including,
all proceeds of such fixtures. The Mortgage, as modified by the Mortgage
Assignment and Mortgage Amendment contains provisions that are sufficient to
make available to the Lender remedies typically afforded to holders of mortgage
instruments in [State/District].

2. Except for the filing of the Financing Statement, the Mortgage
Assignment and the Mortgage Amendment, no recordings, registrations or filings
that have not been done are required by the laws of the [State/District of
______] in order to fully establish and perfect liens and security interests in
favor of Lender in the Mortgaged Property owned by Borrower and no other or
additional recording, reregistration or refiling in the [State/District of
______ ] will be required for such purpose except for the timely filing or
continuation statements with respect to the Financing Statement.

3. [OTHER THAN _______________,] No state or local recording tax,
mortgage tax or other fees, taxes or governmental charges are required to be
paid in [State/District] as a result of the execution, delivery, performance,
recordation or filing of any Lien Document or the consummation of the
transactions contemplated therein.
This opinion is rendered to and for the benefit of CapitalSource
Finance LLC, and may be relied upon by its respective affiliates, subsidiaries,
successors, assigns and any participants in any portion of the Loans.
[Firm Name]

EXHIBIT C - PAGE 2 OF 2


<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "D"

                             INTENTIONALLY OMITTED


<PAGE>

EXHIBIT 10.1

                                   EXHIBIT "E"

                        LIST OF HOMEOWNERS' ASSOCIATIONS


<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "F"
                             LIST OF LOAN DOCUMENTS
1. BRIDGE LOAN:

Original Loan Documents:

a. Loan and Security Agreement dated as of August 25, 1998

b. $15,000,000.00 Promissory Note dated August 25, 1998 [SUPERSEDED BY
AMENDED AND RESTATED PROMISSORY NOTE DATED DECEMBER 11 1998] SEE: ITEM
"S" BELOW

c. Collateral Agreements (3):

i. Mountain Lodge Development, Inc. (Pollard Brook), dated January
31,1997

ii. R&B Development (Surfside), dated May 20, 1997

iii. Coventry Park U.S., Inc. (Ocean Gate)

d. Collateral Pledges and Assignments of Note Receivables and Applicable
Mortgages (5), each dated August 24, 1998:

i. Mountain Lodge Development, Inc. (Pollard Brook)

ii. R&B Development (Surfside)

iii. Coventry Park U.S., Inc. (Ocean Gate)

iv. Killarney Country Club Owner's Association (Killarney Country
Club)

v. Old Aghadoe Village Owners Association (Old Aghadoe Village)

e. Promissory Notes (5) of various dates and Allonges dated August 24,
1998:

i. Mountain Lodge Development, Inc. (Pollard Brook)

ii. Killarney Country Club Owner's Association (Killarney Country
Club)

iii. Old Aghadoe Village Owners Association (Old Aghadoe Village)

iv. R&B Development (Surfside)

v. Coventry Park U.S., Inc. (Ocean Gate)

f. Underlying Mortgages (5)

i. Mountain Lodge Development, Inc. (Pollard Brook)

ii. Killarney Country Club Owner's Association (Killarney Country
Club)

iii. Old Aghadoe Village Owners Association (Old Aghadoe Village)

iv. R&B Development (Surfside)

v. Coventry Park U.S., Inc. (Ocean Gate)

g. Title Policies for Underlying Mortgages (5)

EXHIBIT F - PAGE 1 OF 14

<PAGE>

EXHIBIT 10.1

h. Participation Agreements governing loans which have been participated
by RFI (if any)

i. Assignment of Underlying Guarantees, dated August 25, 1998

j. Pledge and Security Agreement (membership interests of Eastern Resorts
Company LLC), dated August 25, 1998

k. Pledge Agreement (stock of Eastern Resorts Corporation), dated as of
August 25, 1998

l. UCC-1 Financing Statements - [Multi-State/Multi-Debtor]

m. Security Agreement (assets of Eastern Resorts Corporation and Eastern
Resorts Company LLC), dated August 25, 1998

n. Security Agreement and Collateral Assignment, dated August 25, 1998

o. Custodial Agreement, dated August 25, 1998

p. Contribution Agreement, dated August 25, 1998
Loan Modification Documents:

q. Loan Modification Agreement, dated as of December 11, 1998

r. Side Letter Agreement, dated as of December 11, 1998 (cross default &
other terms)

s. Amended and Restated Promissory Note dated as of December 11, 1998
[SUPERSEDES 8/25/98 NOTE, ITEM "B" ABOVE]

t. Amended and Restated Promissory Note ($15,000,000.00), dated as of
June 11, 1999 [SUPERSEDES 12/11/98 NOTE, ITEM "S." ABOVE; SUPERSEDED
BY 4/20/01 NOTE, ITEM "W." BELOW]

u. Letter Agreements (extending Maturity Date of the Bridge Loan) dated:

i. November 15, 2000

ii. December 21, 2000

iii. January 31, 2001

iv. March 22, 2001

v. March 30, 2001

v. Master Loan Modification Agreement, dated as of April 20, 2001

w. Second Amended and Restated Promissory Note, dated as of April 20,
2001 [SUPERSEDES 6/11/99 NOTE, ITEM "T." ABOVE]

EXHIBIT F - PAGE 2 OF 14


<PAGE>

EXHIBIT 10.1
x. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par"), executed by EFI in favor of CSFB, dated April 20,
2001

y. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par plus $0.50"), executed by EFI in favor of CSFB, dated
April 20, 2001

2. BLUEBEARD LOAN:
Original Loan Documents:

a. Loan and Security Agreement, dated as of July 30, 1998

b. Acquisition/Development Promissory Note ($17,000,000.00), dated July
30, 1998 [SUPERSEDED BY 4/20/01 NOTE, ITEM "Y." BELOW]

c. Receivables Promissory Note ($14,000,000.00), dated July 30, 1998
[PAID OFF]

d. Mortgage, Security Agreement, and Assignment of Leases and Rents,
dated July 30, 1998, recorded in Book 50G Page 127 as Document No.
3401 (Office of the Recorder of Deeds for the Judicial District of St.
Thomas and St. John, Territory of the United States Virgin Islands)

e. Collateral Assignment of Construction Contracts, dated July 30, 1998

f. Collateral Assignment of Architect's and Engineer's Agreements and
Plans and Specifications, dated July 30, 1998

g. Collateral Assignment of Certificates, Permits, Licenses, Approvals,
Bonds and Warranties, dated July 30, 1998

h. Collateral Assignment of Borrowers' Rights Under the Applicable
Declarations and Bylaws, dated July 30, 1998

i. Collateral Assignment of Trademarks, Trade Names, Service Marks,
Copyrights, and Other Intellectual Property, dated July 30, 1998

j. UCC-1 Financing Statements filed in Virgin Islands and Florida by
Debtors:

i. Castle Acquisitions, Inc.

ii. Kosmas Caribbean Holdings Corp.

iii. Bluebeard's Castle, Inc.

k. Acquisition/Development Payment Guaranty, dated July 30, 1998

l. Completion Guaranty, dated July 30, 1998

m. Hazardous Materials Indemnity Agreement, dated July 30, 1998

n. Lockbox Agreement, dated July 30, 1998

EXHIBIT F - PAGE 3 OF 14


<PAGE>
EXHIBIT 10.1

o. Servicing Agreement, dated July 30, 1998

p. Custodial Agreement, dated July 30, 1998

Loan Modification and Assignment Documents:

q. Loan Assignment Agreement, dated as of September 18, 1998

r. Loan Assumption Agreement, dated as of March 30, 1999

s. Completion Guaranty, dated as of March 30, 1999

t. Acquisition/Development Payment Guaranty, dated as of March 30, 1999

u. Assignment of Underlying Guaranty, dated as of March 30, 1999

v. Mutual Release, dated March 26, 1999

w. Hazardous Materials Indemnity Agreement, dated March 30, 1999

x. Master Loan Modification Agreement, dated as of April 20, 2001

y. Amended and Restated Acquisition/Development Promissory Note
($17,000,000), dated as of April 20, 2001

z. Amended and Restated Acquisition/Development Payment Guaranty, dated
as of April 20, 2001

aa. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par"), executed by EFI in favor of CSFB, dated April 20,
2001

bb. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par plus $0.50"), executed by EFI in favor of CSFB, dated
April 20, 2001

3. A&D LOAN:

Original Loan Documents:

a. Loan and Security Agreement, dated as of November 14, 1997

b. Promissory Note ($30,000,000.00) dated November 14, 1997
[SUPERSEDED BY 4/20/01 NOTE, ITEM "N." BELOW]


c. Guaranty, dated November 14, 1997

d. Subordination Agreement, dated November 14, 1997

e. Lockbox Agreement, dated November 14, 1997

EXHIBIT F - PAGE 4 OF 14


<PAGE>
EXHIBIT 10.1

f. Servicing Agreement, dated November 14, 1997

g. Warrant to Purchase Shares of Common Stock of Equivest Finance, Inc.
(250,000 shares), executed by EFI in favor of CSFB, dated November 14,
1997 [SUPERSEDED BY ITEM "H." BELOW]

h. Amended and Restated Warrant to Purchase Common Stock of Equivest
Finance, Inc. (125,000 shares), executed by EFI in favor of CSFB,
dated November 14, 1997 [SUPERSEDES 5.G.]

i. Registration Rights Agreement, dated November 14, 1997 (re: Amended
and Restated Warrant to Purchase Common Stock of Equivest Finance,
Inc.)

j. Warrant to Purchase Common Stock of Equivest Finance, Inc. (180,000
shares), executed by EFI in favor of CSFB, dated July 17, 1998

k. Registration Rights Agreement, dated July 17, 1998 (re: Warrant to
Purchase Common Stock of Equivest Finance, Inc.)
Loan Modification and Assignment Documents:

l. Letter Agreements (extending Maturity Date of the A&D Loan) dated: i.
November 15, 2000 ii. December 21, 2000 iii. January 31, 2001 iv.
March 22, 2001 v. March 30, 2001

m. Master Loan Modification Agreement, dated as of April 20, 2001
n. Amended and Restated Promissory Note ($30,000,000), dated as of April
20, 2001

o. Amended and Restated Guaranty, dated as of April 20, 2001

p. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par"), executed by EFI in favor of CSFB, dated April 20,
2001

q. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par plus $0.50"), executed by EFI in favor of CSFB, dated
April 20, 2001

UNDERLYING LOANS:

I. RIVERSIDE LOAN (Riverside Suites Ltd. / Bexar County, Texas)

a. Acquisition and Development Loan Agreement, dated March 12, 1998

b. Acquisition and Development Promissory Note ($6,300,000.00), dated

March 12, 1998 [NOT IN FILES]

EXHIBIT F - PAGE 5 OF 14

<PAGE>

EXHIBIT 10.1

c. Deed of Trust and Security Agreement, dated March 12, 1998, recorded
in Vol. 7387 Page 963 (Real Property Records of Bexar County, TX)

d. Guaranty and Subordination Agreement (Innovative Equities, LLC), dated
March 12, 1998

e. Guaranty and Subordination Agreement (Avrum Gaynor), dated March 12,
1998

f. Guaranty and Subordination Agreement (Anne B. Gaynor), dated March 12,
1998

g. Guaranty and Subordination Agreement (Terrence Gomez), dated March 12,
1998

h. Assignment of Underlying Guaranties, dated March 25, 1998

i. Environmental Indemnity, dated March 12, 1998

j. Amendment of Loan Documents for Acquisition and Development Loan and
Hypothecation Loan by Resort Financing, Inc. to Riverside Suites, Ltd.

k. Termination and Release of Collateral Pledge and Assignment of Note
Receivable and RFI/Equivest Texas Security Documents, dated as of
April 20, 2001, recorded in Real Property Records of Bexar County, TX
on June 22, 2001, as Document No. 2001-0105850

l. Assignment of Deed of Trust and Other Loan Documents [by RFI to CSFB],
dated as of April 20, 2001, recorded in Real Property Records of Bexar
County, TX on June 22, 2001, as Document No. 2001-0105851

m. Guaranty Agreement, dated April 20, 2001, by Equivest Finance, Inc.
("EFI") in favor of Credit Suisse First Boston Mortgage Capital LLC
("CSFB")
August, 2000 Loan by RFI to Equivest Texas, Inc.: [ALSO: LOANS BY CNB &
TRUST OF ENID AND HOME NATIONAL BANK]

n. Promissory Note ($4,500,000.00), dated August 21, 2000

o. Deed of Trust and Security Agreement, dated August 23, 2000, recorded
in Real Property Records of Bexar County, TX as Document No.
2000-0144330

EXHIBIT F - PAGE 6 OF 14


<PAGE>
EXHIBIT 10.1

p. Assignment of Rents, Leases and Other Benefits, dated August 23, 2000,
recorded in Real Property Records of Bexar County, TX as Document No.
2000-0144333
q. Assignment of Architectural Contract and Plans and Specifications,
dated August 21, 2000, by ETI, as Borrower, in favor of RFI, as Lender
r. Assignment and Subordination of Management Agreement, dated August 21,
2000, by ETI, as Borrower, in favor of RFI, as Lender
s. Environmental Indemnity Agreement, dated August 21, 2000, by ETI, as
Borrower, and EFI as Guarantor (both, ETI and EFI as Indemnitors) in
favor of RFI as Indemnitee
t. Notice and Agreement, dated August, 2000, by ETI, as Borrower, in
favor of RFI, as Lender
u. Unconditional Guarantee of Payment and Performance, dated August ____,
2000, by Equivest Texas, Inc. ("ETI"), in favor of Resort Funding,
Inc. ("RFI")
v. Collateral Agency and Intercreditor Agreement ("Intercreditor
Agreement") dated August 23, 2000, by and among ETI, as Borrower, RFI,
CSFB, Central National Bank and Trust of Enid ("Central National") and
Home National Bank ("Home National")
w. Subordination Agreement dated August 23, 2000, between EFI, EFI Texas
Acquisition, Inc., Home National Bank, Central National Bank & Trust
of Enid, RFI and CSFB
x. Escrow Agreement, dated August 23, 2000, by and among Home National,
Central National, and RFI, as Lenders, ETI, as Borrower, and Lawyers
Title of San Antonio as Agent, as it relates to the Intercreditor
Agreement

II. COCONUT PALMS LOAN
(Ocean Development Group, Inc. / Volusia County, Florida)

a. Acquisition and Development Loan Agreement, dated April 15, 1998, by
and between Ocean Development Group, Inc. ("Ocean"), as Borrower, and
Resort Funding, Inc. ("RFI"), as Lender
b. Mortgage, Assignment of Leases and Rents, and Security Agreement,
dated April 15, 1998, recorded in Book 4306 Page 3269 (Official
Records of Volusia County, FL)

EXHIBIT F - PAGE 7 OF 14


<PAGE>

EXHIBIT 10.1

c. Acquisition, Development and Construction Promissory Note
($9,000,000.00), dated April 15, 1998
d. Assignment of Architectural Contract and Plans and Specifications,
dated April 15, 1998, by and between Ocean, as Borrower, and RFI, as
Lender
e. Assignment of Construction Contract, dated April 15, 1998, by and
between Ocean, as Borrower and RFI, as Lender
f. Environmental Indemnity Agreement, dated April 15, 1998, by and
between Ocean, as Indemnitor, and RFI, as Indemnitee
g. Guaranty and Subordination Agreement (Kosmas Group International,
Inc.),
h. Guaranty and Subordination Agreement ("Paul Kosmas"),
i. Guaranty and Subordination Agreement ("Nicholas Kosmas"),Guaranty and
Subordination Agreement ("Harold Gordy"),
j. Assignment of Underlying Guarantees, dated June 22, 1998
k. Assignment of Mortgage and Other Loan Documents, dated April 20, 2001
recorded in Book 4705 Page 4247 (Official Records of Volusia County,
FL)
l. Assignment of Underlying Guaranties, dated April 20, 2001, by RFI, as
Assignor, in favor of Credit Suisse First Boston Mortgage Capital LLC,
as Assignee

III. ELLINGTON AT WACHASAW LOAN (Carmel Development, Inc. / Georgetown Co.,
SC)

a. Acquisition, Development and Construction Promissory Note made by
Carmel Development, Inc. ($2,400,000.00), dated July 17, 1998 [COPY]
b. Mortgage, Assignment of Rents and Leases and Security Agreement, dated
July 17, 1998, recorded in Book 1092 Page 74 (Public Records of
Georgetown County, SC)
c. Acquisition, Development and Construction Loan Escrow Agreement, dated
July 17, 1998, by and among Carmel, as Developer, The Floyd Law Firm,
P.C., as Escrow Agent, and RFI, as Lender
d. Guaranty and Subordination Agreement, dated July 17, 1998, by Glenn's
Bay, Inc. in favor of RFI
e. Environmental Indemnity Agreement, dated July 17, 1998, by and between
Carmel as Indemnitor and RFI as Indemnitee
f. Assignment of Architectural Contract and Plans and Specifications,
dated July 17, 1998, by and between Carmel as Borrower and RFI as
Lender

EXHIBIT F - PAGE 8 OF 14


<PAGE>
EXHIBIT 10.1

g. Assignment of Construction Contract, dated July 17, 1998, by and
between Carmel as Borrower and RFI as Lender

h. Assignment of Mortgage and Other Loan Documents, dated April 20, 2001
recorded in Book 1546 Page 305 (Public Records of Georgetown County,
SC)

i. Assignment of Underlying Guaranty, dated April 20, 2001, by and
between RFI as assignor and Credit Suisse First Boston Mortgage
Capital LLC ("CSFB") as assignee

EXHIBIT F - PAGE 9 OF 14


<PAGE>
EXHIBIT 10.1
4. DC LOAN [NOTE PAID OFF - MORTGAGE BEING ASSIGNED AS ADDITIONAL COLLATERAL]
Original Loan Documents:

a. Promissory Note ($3,000,000.00) dated June 23, 1998, made by Capital
City Suites, Inc., payable to CSFB [SUPERSEDED BY ITEM "G" BELOW]
b. Purchase Money Deed of Trust, Assignment of Rents and Leases and
Security Agreement, dated June 23, 1998, recorded as Instrument No.
9800049339
c. Loan Disbursement Agreement, dated June 23, 1998
d. Guaranty and Subordination Agreement, dated June 23, 1998
e. Financing Statements, dated June 23, 1998, filed as Instrument No.
9800049340 among the Land Records and as Instrument No. 9800011411
among the Chattel Records of the DC Recorder of Deeds
f. Collateral Assignment of Architect Agreement and Plans
g. Promissory Note ($3,000,000) dated March 26, 1999 [SUPERSEDES ITEM "A"
ABOVE]


EXHIBIT F - PAGE 10 OF 14


<PAGE>
EXHIBIT 10.1

5. OCEAN CITY LOAN:

Original Loan Documents:

a. Acquisition and Development Loan Agreement, dated as of October 24,
1997
b. Acquisition and Development Promissory Note ($5,500,000.00) dated
October 24, 1997 [2 NOTES - DIFFERENT INTEREST RATES] [SUPERSEDED BY
3/26/99 NOTE, ITEM "P." BELOW]
c. Allonge [to Acquisition and Development Promissory Note]
d. Mortgage and Security Agreement and UCC-1 Financing Statement dated
October 24, 1997, recorded in Liber 2445 Folio 574 (Worcester County,
Maryland Land Records)
e. Promissory Note ($4,675,000.00), dated October 24, 1997 [made by RFI
and EFI] [SUPERSEDED BY 3/26/99 NOTE, ITEM "P." BELOW]
f. Collateral Assignment of Mortgage and Security Agreement and UCC-1
Financing Statement, dated October 24, 1997, recorded in Liber 2445
Folio 594 (Worcester County, Maryland Land Records)
g. UCC-1 Financing Statements:
i. Resort Financing, Inc. and Equivest Finance, Inc.: MDSDT #
180268152
ii. Ocean City Coconut Malorie Resort: Worcester County Liber 2445
Folio 592
iii. Resort Financing, Inc.: Worcester County Liber 2445 Folio 601
iv. Resort Financing, Inc.: New York Sec. of State #035709 on 2/19/98
iv. Resort Financing, Inc.: Onondaga Co., NY # 001584 and #1585 on
2/18/98
h. Environmental Indemnity, dated October 24, 1997
i. Guaranty and Subordination Agreement (Kosmas Group International,
Inc.), undated
j. Guaranty and Subordination Agreement (Robert Paul Kosmas), dated
October 24, 1997
k. Guaranty and Subordination Agreement (Nicholas G. Kosmas), dated
October 24, 1997
l. Guaranty and Subordination Agreement (Steven P. Kosmas), dated October
24, 1997
m. Guaranty and Subordination Agreement (Harold B. Gordy, Jr.), dated
October 24, 1997

EXHIBIT F - PAGE 11 OF 14


<PAGE>

EXHIBIT 10.1

n. Title policy
Loan Modification and Assignment Documents:
o. UCC-3 Amendment: Worcester County Liber 2473 Folio 504
p. Acquisition and Development promissory Note, ($4,521,150) dated March
26, 1999 [SUPERSEDED BY 4/20/01 NOTE, ITEM "U." BELOW]
q. Assignment of Mortgage and Other Loan Documents, dated March 26, 1999
r. Guaranty and Subordination Agreement, dated March 26, 1999, by EFI and
EFI Maryland in favor of CSFB
s. Letter Agreements (extending Maturity Date of the Ocean City Loan)
dated:
i. November 15, 2000
ii. December 21, 2000
iii. January 31, 2001
iv. March 22, 2001
v. March 30, 2001
t. Master Loan Modification Agreement, dated as of April 20, 2001
u. Amended and Restated Acquisition and Development Promissory Note
($14,521,150), dated as of April 20, 2001
v. Amended and Restated Guaranty and Subordination Agreement, dated as of
April 20, 2001
w. Escrow Agreement (if any)
x. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par"), executed by EFI in favor of CSFB, dated April 20,
2001
y. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par plus $0.50"), executed by EFI in favor of CSFB, dated
April 20, 2001


6. AVENUE PLAZA LOAN:

Original Loan Documents:

a. Promissory Note ($19,000,000.00) dated December 19, 1997 [SUPERSEDED
BY 4/20/01 NOTE, ITEM "T." BELOW]
b. Act of Mortgage, Security Agreement, and Assignment of Leases and
Rents dated December 19, 1997, recorded in Orleans Parish, Louisiana
(MIN 447902 and CIN 152019) N.A. No. 98-01491

EXHIBIT F - PAGE 12 OF 14


<PAGE>
EXHIBIT 10.1
c. Assignment of Management Agreement, dated December 19, 1997
d. Assignment of Borrower's Rights as Developer Under Declaration and
Bylaws, dated as of December 19, 1997
e. Assignment of Certificates, Permits, Licenses, Approvals, Bonds and
Warranties, dated as of December 19, 1997
f. Guaranty and Subordination Agreement, dated December 19, 1997
g. ADA Completion Agreement and Guaranty, dated as of December 19, 1997
h. Hazardous Materials Indemnity Agreement, dated as of December 19, 1997
i. Agreement Regarding Servitudes, Restrictive Covenants, Non-Disturbance
and Subordination, dated as of December 19, 1997, recorded in Orleans
Parish, Louisiana (N.A. No. 98-01492)
j. UCC-1 Financing Statement, filed in the Mortgage Office of Orleans
Parish, Louisiana on January 6, 1998, as Instrument No. 36-124654
k. Funding Agreement, dated as of December 19, 1997
l. Side-Letter Agreement re First Refusal for Purchase Money Receivables
m. Title policy

Loan Modification and Assignment Documents:

n. Loan Assumption Agreement, dated as of March 26, 1999
o. Mutual Release, dated March 26, 1999, by and among CSFB, Credit Suisse
First Boston Structured Loan Participations, Series 1998-P1
Corporation ("Syndicate Lender"), Kosmas Group International, Inc.,
Kosmas Caribbean Holdings Corporation, Capital City Suites, Inc., and
Steven P. Kosmas
p. Guaranty and Subordination Agreement, dated as of March 26, 1999
q. Hazardous Materials Indemnity Agreement, dated as of March 26, 1999
r. Letter Agreements (extending Maturity Date of the Avenue Plaza Loan)
dated:
i. November 15, 2000
ii. December 21, 2000
iii. January 31, 2001
iv. March 22, 2001
v. March 30, 2001

EXHIBIT F - PAGE 13 OF 14


<PAGE>
EXHIBIT 10.1

s. Master Loan Modification Agreement, dated as of April 20, 2001
t. Amended and Restated Promissory Note ($19,000,000), dated as of April
20, 2001
u. Amended and Restated Guaranty and Subordination Agreement, dated as of
April 20, 2001
v. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par"), executed by EFI in favor of CSFB, dated April 20,
2001
w. Warrant to Purchase Common Stock of Equivest Finance, Inc. (200,000
shares - "at par plus $0.50"), executed by EFI in favor of CSFB, dated
April 20, 2001

EXHIBIT F - PAGE 14 OF 14


<PAGE>

EXHIBIT 10.1

EXHIBIT "G"

LIST OF ESCROW AGREEMENTS

         1. Escrow Agreement,  dated August 23, 2000, by and among Home National
Bank, Central National and Trust of Enid, and Resort Funding, Inc. (successor to
the interests of Credit Suisse First Boston Mortgage  Capital LLC,  successor to
the interests of CapitalSource  Finance LLC), as Lenders,  Equivest Texas, Inc.,
as Borrower,  and Lawyers Title of San Antonio as Escrow Agent, as it relates to
the Collateral Agency and Intercreditor  Agreement dated August 23, 2000, by and
among Equivest Texas,  Inc., as Borrower,  Resort Funding,  Inc.,  Credit Suisse
First Boston Mortgage  Capital LLC,  successor to the interests of CapitalSource
Finance LLC, Central National Bank and Trust of Enid and Home National Bank.

EXHIBIT G - PAGE 1 OF 1



<PAGE>
EXHIBIT 10.1
                                  EXHIBIT "H"

                               EXISTING DEFAULTS

                                      NONE



EXHIBIT H - PAGE 1 OF 1


<PAGE>
EXHIBIT 10.1
                                  EXHIBIT "I"
                                   LITIGATION


<PAGE>
EXHIBIT 10.1
                                  EXHIBIT "J"
                                 EXISTING LIENS

 1. Second Mortgage in favor of John W. Fager, securing a note in the principal
amount of $500,000 dated October 24, 1997. OCEAN CITY LOAN

2. Deed of Trust, dated August 23, 2000, from Equivest Texas, Inc. to secure
payment of one promissory note in the original principal amount of
$2,000,000, payable to the order of Home National Bank (pari passu with the
Riverside Deed of Trust). RIVERSIDE LOAN


3. Deed of Trust, dated August 23, 2000, from Equivest Texas, Inc. to Central
National Bank and Trust of Enid, to secure Promissory Note in the original
principal amount of $2,000,000 (pari passu with the Riverside Deed of
Trust). RIVERSIDE LOAN

4. Deed of Trust and Security Agreement and UCC-1 Financing Statement dated
March 17, 1998, by Riverside Suites Ltd., as Grantor to Resort Funding,
Inc., as beneficiary. Resort Funding, Inc. entered into Settlement
Agreement with Riverside Suites, and Riverside Suites executed a Deed in
Lieu of Foreclosure in favor of Equivest Texas, Inc. Resort Funding, Inc.
assigned rights under this Deed of Trust to Equivest Texas, Inc. along with
underlying debt, and Equivest Texas, Inc. entered into Subordination
Agreement with Home National Bank, Resort Funding, Inc. and Central
National Bank of Enid. The current title policy does not reference this
Deed of Trust. RIVERSIDE LOAN.

EXHIBIT J - PAGE 1 OF 1


<PAGE>
EXHIBIT 10.1
                                  EXHIBIT "K"
                          LIST OF PRIOR LOANS (REPAID)

 1. Receivables Promissory Note in the original principal amount of $14,000,000
dated July 30, 1998 made by Kosmas Caribbean Holdings Corporation,
Bluebeard's Castle, Inc., and Castle Acquisition, Inc. payable to Credit
Suisse First Boston Mortgage Capital LLC, including that certain
Receivables Payment Guaranty dated March 30, 1999 by Equivest Finance, Inc.
and EFI St. Thomas Acquisition, Inc.
2. Hypothecation Loan Agreement from Resort Funding, Inc. to Ocean City
Coconut Malorie Resort, Inc., dated October 24, 1997, and that certain
Hypothecation Promissory Note in the original principal amount of
$22,000,000 dated October 24, 1997 payable to Resort Funding, Inc., each
assigned to Credit Suisse First Boston Mortgage Capital LLC on March 26,
1999.
3. All loans from to Credit Suisse First Boston Mortgage Capital LLC to
Eastern Resorts Company LLC related to the Long Wharf Resort in Newport,
Rhode Island, including that certain $11,500,000 Loan and Security
Agreement, all Hypothecation Loans issued to Eastern Resorts Company LLC in
connection therewith, all promissory notes issued in connection therewith,
and all other loan agreements and documents related thereto.
4. Loan and Security Agreement dated February 11, 1998 by and between Resort
Funding, Inc. as Borrower and Credit Suisse First Boston Mortgage Capital
LLC as Lender with a maximum principal amount of $75,000,000.
5. Loan from Resort Funding, Inc. to Surrey Vacation Resorts, Inc.,
collaterally assigned to Credit Suisse First Boston Mortgage Capital LLC,
located in Missouri.
6. Loan from Resort Funding, Inc. to Tanglewood Resort Properties, Inc.
collaterally assigned to Credit Suisse First Boston Mortgage Capital LLC.
7. Loan from Resort Funding, Inc. to Valley Inn, Inc., collaterally assigned
to Credit Suisse First Boston Mortgage Capital LLC, located in Waterville
Valley, New Hampshire.
8. Loan from Resort Funding, Inc. to Colonial Acres, Inc., collaterally
assigned to Credit Suisse First Boston Mortgage Capital LLC, located in
Yarmouth, Massachusetts.
9. Loan from Resort Funding, Inc. to Clublife Resorts, Inc., collaterally
assigned to Credit Suisse First Boston Mortgage Capital LLC, located in
Destin, Florida.
10. Loan from Resort Funding, Inc. to Sea Oats Resorts, Inc., collaterally
assigned to Credit Suisse First Boston Mortgage Capital LLC, located in
Daytona Beach, Florida.

EXHIBIT K - PAGE 1 OF 2


<PAGE>
EXHIBIT 10.1

11. Promissory Note dated March 7, 1994 from Debbie Reynolds Hotel & Casino,
Inc. and Hamlett Production, Ltd. in the original principal amount of
$2,500,000 (secured by first lien mortgage on the Debbie Reynolds Resort in
Las Vegas, Nevada), assigned to Credit Suisse First Boston Mortgage Capital
LLC.

12. Promissory Note dated July 27, 1985 executed by Debbie Reynolds Hotel &
Casino, Inc. payable to the order of Bennett Funding International, Ltd.
d/b/a Resort Funding, Inc. in the original principal amount of $2,865,000
(secured by third lien mortgage on the Debbie Reynolds Resort in Las Vegas,
Nevada), assigned to Credit Suisse First Boston Mortgage Capital LLC.

EXHIBIT K - PAGE 2 OF 2


<PAGE>
EXHIBIT 10.1
                                  EXHIBIT "L"
                                LIST OF WARRANTS


         1.  Warrant  to  purchase  up to  250,000  shares of common  stock from
Equivest Finance,  Inc. dated November 14, 1997, as amended and restated by that
certain Amended and Restated  Warrant to purchase up to 125,000 shares of common
stock from Equivest Finance, Inc. dated November 14, 1997

         (a) Registration Rights Agreement dated November 14, 1997

         2.  Warrant  to  purchase  up to  180,000  shares of common  stock from
Equivest  Finance,  Inc. dated July 18, 1998 (a)  Registration  Rights Agreement
dated July 17, 1998 3. Warrant to purchase up to 200,000  shares of common stock
from  Equivest  Finance,  Inc.  dated  April 20,  2001 (a)  Registration  Rights
Agreement  dated April 20, 2001 4.  Warrant to purchase up to 200,000  shares of
common stock from Equivest  Finance,  Inc. dated April 20, 2001 (a) Registration
Rights Agreement dated April 20, 2001 (Same document as 3(a))

EXHIBIT L - PAGE 1 OF 1


<PAGE>
EXHIBIT 10.1

                                  EXHIBIT "M"
                   DESCRIPTION OF COLLATERAL FOR BRIDGE LOAN

1. Collateral assignment of five (5) mortgage loans originated by Resort
Funding, Inc ("RFI") (some of which have been participated by RFI to
various third party lenders):
(a) Collateral Pledge and Assignment of Note Receivable and Applicable
Mortgage - Mountain Lodge Development, Inc., Grafton County, New
Hampshire Registry of Deeds
(b) Collateral Pledge and Assignment of Note Receivable and Applicable
Mortgage - R&B Development, Inc., Barnstable County, Massachusetts
Registry of Deeds
(c) Collateral Pledge and Assignment of Note Receivable and Applicable
Mortgage - Coventry Park U.S., Inc., St. John's, Florida
(d) Collateral Pledge and Assignment of Note Receivable and Applicable
Mortgage - Killarney County Club Owners Association. [Ireland]
(e) Collateral Pledge and Assignment of Note Receivable and Applicable
Mortgage - Old Killarney Village Owners Association. [Ireland]
2. Pledge of membership interests in Eastern Resorts Company, LLC ("ERC-LLC").
3. Pledge of capital stock of Eastern Resorts Corporation.
4. Security interest in assets of ERC-LLC and ERC.

EXHIBIT M - PAGE 1 OF 1