EXHIBIT 10.1

                       MASTER LOAN MODIFICATION AGREEMENT

THIS MASTER LOAN MODIFICATION AGREEMENT (the "Master Modification Agreement") is
made and entered into as of the 20th day of April,  2001, by and among  EQUIVEST
FINANCE, INC. , a Delaware corporation ("EFI"), 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"),  and EQUIVEST  WASHINGTON,  INC., a
Delaware  corporation (f/k/a EFI D.C.  Acquisition,  Inc.) ("EFI DC") (EFI, RFI,
the Company,  ERC, Coconut Malorie,  Bluebeard,  Castle, Avenue Plaza and EFI DC
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 CREDIT  SUISSE  FIRST  BOSTON  MORTGAGE  CAPITAL LLC, a Delaware
limited liability company ("CSFB").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS,  EFI, the Company,  RFI, ERC, jointly and severally,  and 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  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  (the "Bridge
Loan"),  including but not limited to that certain Promissory Note also dated as
of August 25, 1998  executed by EFI, the  Company,  RFI and ERC in favor or CSFB
(the "Bridge Loan Note") and secured by the  Collateral (as such term is defined
in the Original Bridge Loan Agreement);and

         WHEREAS,  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; and



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         WHEREAS,  pursuant to that certain letter  agreement dated November 15,
2000 by and among EFI, RFI, the Company,  ERC and CSFB, the Maturity Date of the
Bridge Loan was extended to January 5, 2001; and

         WHEREAS,  pursuant to that certain letter  agreement dated December 21,
2000 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB, the Maturity Date of the Bridge Loan was extended to January 31, 2001;
and

         WHEREAS,  pursuant to that certain letter  agreement  dated January 31,
2001 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the  Maturity  Date of the Bridge Loan was  extended to February  16,
2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 22, 2001
by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest  Louisiana and
CSFB, the Maturity Date of the Bridge Loan was extended to March 30, 2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 30, 2001
by and between EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and
CSFB, the Maturity Date of the Bridge Loan was extended to April 20, 2001; and

         WHEREAS, the Original Bridge Loan Agreement, as amended and modified by
that certain Loan Modification  Agreement dated as of December 11, 1998, by that
certain  November 15, 2000 letter  agreement,  by that certain December 21, 2000
letter  agreement,  by that certain January 31, 2001 letter  agreement,  by that
certain March 22, 2001 letter  agreement,  by that certain March 30, 2001 letter
agreement  and by any  other  amendments  and  modifications  thereto  shall  be
collectively referred to herein as the "Bridge Loan Agreement."

         WHEREAS,  the Company,  Equivest Finance,  Inc., a Florida  corporation
("Equivest--Florida"),  ERC and  CSFB  are  parties  to that  certain  Loan  and
Security  Agreement  dated as of August 25, 1998 (the  "Original Long Wharf Loan
Agreement"),  pursuant  to which  CSFB  agreed to make a loan to  Company in the
maximum  principal  amount  of  $11,500,000,  to  be  guaranteed,   jointly  and
severally, by Equivest--Florida and ERC, all pursuant to the terms,  provisions,
and conditions set forth in such Loan Agreement and various other  documents and
instruments  (the "Long Wharf Loan"),  including but not limited to that certain
Mortgage Promissory Note dated August 25, 1998, made by the Company to the order
of CSFB in the original  principal  amount of $6,500,000 (the "Mortgage  Note"),
that certain Receivables  Promissory Note dated August 25, 1998, made by Company
to the  order  of CSFB in the  original  principal  amount  of  $5,000,000  (the
"Receivables  Note"),  and  that  certain  Mortgage,   Security  Agreement,  and
Assignment  of Leases and Rents dated  August 25,  1998,  executed by Company in
favor of CSFB as partial  security  for the Long  Wharf  Loan,  recorded  in the


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Newport Land Evidence Records in Book 821, at Page 342; and

         WHEREAS,  pursuant to that certain letter  agreement  dated December 2,
1998, CSFB consented to the reincorporation of  Equivest--Florida  as a Delaware
corporation  and EFI,  among other  things,  agreed that the Original Long Wharf
Loan   Agreement   and  all  related   documents   and   instruments   to  which
Equivest--Florida   is  a  party  constitute  the  legal,   valid,  and  binding
obligations of EFI; and

         WHEREAS,  pursuant to that certain Loan Modification Agreement dated as
of December 11, 1998, by and among EFI, RFI, the Company, ERC, and CSFB, certain
amendments and modifications to the Original Long Wharf Loan Agreement were made
and the Company  executed  in favor of CSFB that  certain  Amended and  Restated
Receivables Promissory Note dated December 11, 1998 and that certain Amended and
Restated Mortgage Promissory Note dated December 11, 1998; and

         WHEREAS,  pursuant to that certain Second Loan  Modification  Agreement
dated as of June 8, 1999, by and among EFI, the Company,  ERC and CSFB,  certain
additional  amendments  and  modifications  to  the  Original  Long  Wharf  Loan
Agreement  were made,  and the Company  executed that certain Second Amended and
Restated Mortgage Promissory Note dated June 4, 1999 in favor of CSFB; and

         WHEREAS,  pursuant to that certain letter  agreement dated November 15,
2000 by and among EFI, RFI, the Company,  ERC and CSFB, the Maturity Date of the
Long Wharf Loan was extended to January 5, 2001; and

         WHEREAS,  pursuant to that certain letter  agreement dated December 21,
2000 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the Maturity  Date of the Long Wharf Loan was extended to January 31,
2001; and

         WHEREAS,  pursuant to that certain letter  agreement  dated January 31,
2001 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the Maturity Date of the Long Wharf Loan was extended to February 16,
2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 22, 2001
by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest  Louisiana and
CSFB,  the Maturity  Date of the Long Wharf Loan was extended to March 30, 2001;
and

         WHEREAS, pursuant to that certain letter agreement dated March 30, 2001
by and between EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and
CSFB,  the Maturity  Date of the Long Wharf Loan was extended to April 20, 2001;
and



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         WHEREAS,  the  Original  Long Wharf  Loan  Agreement,  as  amended  and
modified by that certain December 2, 1998 letter agreement, by that certain Loan
Modification  Agreement  dated as of December 11, 1998,  by that certain  Second
Loan  Modification  Agreement  dated as of June 8, 1999, by that certain  letter
agreement  dated  November  15, 2000,  by that certain  December 21, 2000 letter
agreement,  by that certain January 31, 2001 letter  agreement,  by that certain
March 22, 2001 letter agreement, by that certain March 30, 2001 letter agreement
and by any other  amendments  and  modifications  thereto shall be  collectively
referred to herein as the "Long Wharf Loan Agreement"; and

         WHEREAS,  Coconut  Malorie has executed  that certain  Acquisition  and
Development  Promissory  Note  dated  as of March  26,  1999 in favor of CSFB as
evidence of the loan by CSFB to Coconut Malorie in the maximum  principal amount
of $4,521,150  (the "Ocean City Note"),  and pursuant to the terms,  provisions,
and  conditions  set forth in Ocean City Note and various  other  documents  and
instruments as such  documents or instruments  may have been amended or modified
(the "Ocean City Loan"),  including but not limited to that certain  Acquisition
and Development  Loan Agreement dated as of October 24, 1997, by and between RFI
and Coconut Malorie,  as secured by that certain Mortgage and Security Agreement
and UCC-1  Financing  Statement,  dated  October 24,  1997,  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, and as  guaranteed,  jointly and severally,
by EFI and Equivest Maryland pursuant to that certain Guaranty and Subordination
Agreement dated March 26, 1999;

         WHEREAS,  pursuant to that certain letter  agreement dated November 15,
2000 by and among EFI, RFI, the Company,  ERC and CSFB, the Maturity Date of the
Ocean City Loan was extended to January 5, 2001; and

         WHEREAS,  pursuant to that certain letter  agreement dated December 21,
2000 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the Maturity  Date of the Ocean City Loan was extended to January 31,
2001; and

         WHEREAS,  pursuant to that certain letter  agreement  dated January 31,
2001 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the Maturity Date of the Ocean City Loan was extended to February 16,
2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 22, 2001
by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest  Louisiana and
CSFB,  the Maturity  Date of the Ocean City Loan was extended to March 30, 2001;
and



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<PAGE>

         WHEREAS, pursuant to that certain letter agreement dated March 30, 2001
by and between EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and
CSFB,  the Maturity  Date of the Ocean City Loan was extended to April 20, 2001;
and

         WHEREAS, as evidence of the loan by CSFB to Avenue Plaza in the maximum
principal  amount of $19,000,000  as the documents or instruments  evidencing or
securing  such loan may have been amended or modified (the "Avenue Plaza Loan"),
CSFB is the owner and holder of 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  "Avenue  Plaza  Note"),  which is secured in part by that
certain Act of Mortgage, Security Agreement and Assignment of Leases and Rentals
dated December 19, 1997,  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,   together  with  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, and which is absolutely and
unconditionally  guaranteed  pursuant to that certain Guaranty and Subordination
Agreement dated December 19, 1997 by Kosmas Group International,  Inc., formerly
known as Kosmas Resort Group, Inc. ("KGI"); and

         WHEREAS,  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 Credit Suisse First Boston  Structured  Loan  Participations,
Series  1998-P1  Corporation,  a Delaware  corporation  ("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,  and (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 guaranteed by EFI and by Equivest  Louisiana  pursuant
to that certain Guaranty and Subordination Agreement dated March 26, 1999; and

         WHEREAS,  pursuant to that certain letter  agreement dated December 21,
2000 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB as the then owner and holder of the Avenue  Plaza  Note,  the  Maturity
Date of the Avenue Plaza Loan was extended to January 31, 2001; and

         WHEREAS,  pursuant to that certain letter  agreement  dated January 31,
2001 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana


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and CSFB,  the  Maturity  Date of the Avenue Plaza Loan was extended to February
16, 2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 22, 2001
by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest  Louisiana and
CSFB, the Maturity Date of the Avenue Plaza Loan was extended to March 30, 2001;
and

         WHEREAS, pursuant to that certain letter agreement dated March 30, 2001
by and between EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and
CSFB, the Maturity Date of the Avenue Plaza Loan was extended to April 20, 2001;
and

         WHEREAS, CSFB, Bluebeard, Castle, Kosmas Caribbean Holdings Corporation
("KCHC"), KGI, and Steven P. Kosmas ("Kosmas"),  in his individual capacity, are
parties to that certain Loan and  Security  Agreement  dated as of July 30, 1998
(the "Original Bluebeard Loan Agreement")  pursuant to which CSFB agreed to make
a loan to  Bluebeard,  Castle,  KCHC,  KGI and Kosmas in the  maximum  principal
amount of  $31,000,000)  (the  "Bluebeard  Loan"),  which is  evidenced  by that
certain  Acquisition/Development  Promissory  Note dated July 30, 1998,  made by
Bluebeard, Castle and KCHC to the order of CSFB in the original principal amount
of $17,000,000 and that certain Receivables Promissory Note dated July 30, 1998,
made by  Bluebeard,  Castle  and  KCHC  to the  order  of  CSFB in the  original
principal amount of $14,000,000  (together,  the "Bluebeard Notes") and which is
secured in part by that certain Mortgage,  Security Agreement, and Assignment of
Leases and Rents dated July 30, 1998,  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  (the
"Bluebeard  Mortgage"),  and which is further secured by 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/or RFI, as appropriate,  and their  respective  successors and assigns;
and

         WHEREAS,   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,  and that certain  Receivables  Payment  Guaranty dated
July 30, 1998 (the "Bluebeard 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 of any and every possible character or description due CSFB or its
successors or assigns pursuant to the Bluebeard  Notes, the Bluebeard  Mortgage,


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<PAGE>

or any of the other  documents or  instruments  that evidence  and/or secure the
Bluebeard  Loan,  and to perform  fully,  completely,  and  punctually all other
terms, covenants,  obligations,  and conditions contained therein. All of CSFB's
right,  title,  and interest in and to the Bluebeard  Receivables  Guaranty have
been assigned to RFI,  pursuant to that certain Loan  Assignment  Agreement,  as
such term is hereinbelow defined; and

         WHEREAS,  pursuant to that certain  Completion  Guaranty dated July 30,
1998 (the "Bluebeard Completion Guaranty"), executed by KGI and Kosmas to and in
favor of CSFB,  KGI and Kosmas  absolutely  and  unconditionally  guaranteed and
promised to pay to CSFB all funds required for the full and final  completion of
the  Financed  Improvements  in  accordance  with  the  Plans  therefor  and all
Applicable Laws,  together with the ADA Remedial Work (as such terms are defined
in the  Bluebeard  Completion  Guaranty),  all  in the  time  frame  and  manner
prescribed by the Original Bluebeard Loan Agreement; and

         WHEREAS, pursuant to that certain Loan Assignment Agreement dated as of
September  18,  1998,  by  and  between  CSFB  and  RFI  (the  "Loan  Assignment
Agreement"), CSFB sold, assigned,  transferred,  granted, and conveyed unto RFI,
absolutely and unconditionally, all of CSFB's rights, title, and interest in and
to the Receivables  Component (as such term is defined in the Original Bluebeard
Loan Agreement) of the Bluebeard Loan; and

         WHEREAS,  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, pursuant to that certain Loan Assumption  Agreement
dated as of March 30, 1999 by and among CSFB,  RFI,  EFI,  Equivest St.  Thomas,
Bluebeard and Castle, (i) CSFB consented to Equivest St. Thomas'  acquisition of
all issued and outstanding capital stock of Castle and Bluebeard,  and (ii) 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 Bluebeard Loan, as guaranteed by (a)
that certain Completion  Guaranty dated as of March 30, 1999 executed by EFI and
Equivest St. Thomas in favor of CSFB,  (b) that certain  Acquisition/Development
Payment  Guaranty  dated as of March 30, 1999  executed by EFI and  Equivest St.
Thomas in favor of CSFB, and (c) that certain Receivables Payment Guaranty dated
as of March 30, 1999 executed by EFI and Equivest St. Thomas in favor of RFI (as
assigned  by RFI in  favor  of CSFB  pursuant  to  that  certain  Assignment  of
Underlying Guaranty dated as of March 30, 1999); and

         WHEREAS, the Original Bluebeard Loan Agreement, as amended and modified
pursuant to that certain Loan  Assignment  Agreement  dated as of September  18,
1998, by that certain Loan Assumption  Agreement dated as of March 30, 1999, and


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<PAGE>

by any  other  amendments  and  modifications  thereto,  shall  be  collectively
referred to herein as the "Bluebeard Loan Agreement; and

         WHEREAS,  CSFB,  RFI and EFI are  parties  to  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  acquisition  and
development loans originated by RFI (the "A&D Loan"), which is evidenced by that
certain  Promissory  Note dated  November 14, 1997,  made by RFI to the order of
CSFB in the original  principal  amount of  $30,000,000  and which is secured by
various other documents and instruments and which is guaranteed pursuant to that
certain  Guaranty  dated November 14, 1997 and executed by EFI in favor of CSFB;
and

         WHEREAS,  pursuant to that certain letter  agreement dated November 15,
2000 by and among EFI, RFI, the Company,  ERC and CSFB, the Maturity Date of the
A&D Loan was extended to January 5, 2001; and

         WHEREAS,  pursuant to that certain letter  agreement dated December 21,
2000 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the  Maturity  Date of the A&D Loan was extended to January 31, 2001;
and

         WHEREAS,  pursuant to that certain letter  agreement  dated January 31,
2001 by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest Louisiana
and CSFB,  the Maturity  Date of the A&D Loan was extended to February 16, 2001;
and

         WHEREAS, pursuant to that certain letter agreement dated March 22, 2001
by and among EFI, RFI, the Company,  ERC, Avenue Plaza,  Equivest  Louisiana and
CSFB, the Maturity Date of the A&D Loan was extended to March 30, 2001; and

         WHEREAS, pursuant to that certain letter agreement dated March 30, 2001
by and between EFI, RFI, the Company,  ERC, Avenue Plaza, Equivest Louisiana and
CSFB, the Maturity Date of the A&D Loan was extended to April 20, 2001; and

         WHEREAS,  the Original A&D Loan  Agreement,  as amended and modified by
that certain letter  agreement dated November 15, 2000, by that certain December
21, 2000 letter agreement, by that certain January 31, 2001 letter agreement, by
that certain  March 22, 2001 letter  agreement,  by that certain  March 30, 2001
letter agreement and by any other amendments and modifications  thereto shall be
collectively referred to herein as the "A&D Loan Agreement"; and

         WHEREAS,  Borrowers,  Guarantors  and CSFB desire to amend the terms of
the Bridge  Loan,  the Long Wharf Loan,  the Ocean City Loan,  the Avenue  Plaza
Loan,  the  Bluebeard  Loan,  and the A&D Loan  (individually,  the  "Loan"  and
collectively, the "Loans") in order to extend the Maturity Date of each Loan and
to otherwise  amend the terms,  provisions,  and  conditions  of the Bridge Loan


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Agreement,  the Long Wharf Loan Agreement, the Ocean City Note, the Avenue Plaza
Note,  the Bluebeard  Loan  Agreement,  and the A&D Loan Agreement in the manner
permitted thereby (the Bridge Loan Agreement, the Long Wharf Loan Agreement, the
Ocean City Note, the Avenue Plaza Note, the Bluebeard  Loan  Agreement,  and the
A&D Loan  Agreement,  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
"Applicable  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:

                               SECTION 1: GENERAL

         1.1 DEFINITIONS. Except as otherwise provided herein to the contrary or
unless the context otherwise requires, all capitalized terms used in this Master
Modification  Agreement  shall  have  the  meanings  ascribed  to  them  in  the
Applicable Loan Documents.

         1.2 MASTER  MODIFICATION  CLOSING  DATE.  As used  herein,  the "Master
Modification  Closing  Date" shall mean April 20, 2001,  the date of this Master
Modification Agreement.

         1.3 AGGREGATE LOAN AMOUNT. As used herein,  the "Aggregate Loan Amount"
shall  mean  the  sum  of  the  principal  balances  outstanding  as  of  Master
Modification  Closing Date or from time to time  thereafter for the Bridge Loan,
the Long Wharf Loan,  the Ocean City Loan,  the Avenue Plaza Loan, the Bluebeard
Loan,  and the A&D Loan;  the  Aggregate  Loan  Amount  as of April 17,  2001 is
$38,824,006.87.

         1.4 ADDITIONAL  LOANS.  Attached  hereto as Exhibit "A" is a listing of
all loans made by third party lenders to one or more of the  Borrowers,  each of
which listed loan has an outstanding principal balance in excess of $500,000, as
of the Master  Modification  Closing Date, which is incorporated  herein by this
reference (individually, the "Additional Loan" and collectively, the "Additional
Loans").



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<PAGE>

                             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 Loan  Documents for the Bridge Loan
shall mean the Company,  ERC, RFI and EFI  collectively,  and the term  "Lender"
shall mean CSFB,  regardless of how "Borrower" and "Lender" may previously  have
been defined in any Loan  Documents  for the Bridge Loan  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 and replaced with the following:

                     1.56 MATURITY DATE. The Loan shall mature and be payable in
           full on February 16, 2002 ("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. Notwithstanding the foregoing, (a)
           in no event shall the Maturity Date of the Bridge Loan be extended to
           a date subsequent to the maturity date of any of the Additional Loans
           including, without limitation, any loan or loans from Bank of America
           to Borrowers, and (b) if an earlier maturity date or acceleration
           event should occur with respect to any of the Additional Loans,
           through a default or otherwise, the Maturity Date of the Bridge Loan
           will become co-terminus with the maturity date of such other
           Additional Loan.

         2.3 NOTE.  The  definition  of Note in Section  1.61 of the Bridge Loan
Agreement is hereby deleted and replaced with the following:

                     1.61 NOTE. That certain Second Amended and Restated
           Promissory Note that evidences the Loan, dated as of April 20, 2001,
           made and executed by Borrower to the order of Lender and delivered to
           Lender concurrently with Borrower's execution of the Master
           Modification Agreement, together with any renewals or refinancing
           note or notes delivered in substitution therefor or other amendments
           or supplements thereto, collectively referred to as the "Note".

                           SECTION 3: LONG WHARF LOAN

         3.1 BORROWER,  GUARANTORS AND LENDER.  As of the date hereof,  the term
"Borrower"  when used with respect to the Long Wharf Loan or the Loan  Documents
for the Long Wharf Loan shall mean the Company, the term "Guarantors" shall mean
EFI and ERC collectively,  and the term "Lender" shall mean CSFB,  regardless of
how "Borrower,"  "Guarantors,"  and "Lender" may previously have been defined in
any Loan Documents for the Long Wharf Loan executed prior to the date hereof.

         3.2 MATURITY  DATE.  The definition of Maturity Date in Section 1.50 of
the Long Wharf Loan Agreement is hereby deleted and replaced with the following:



                                       10
<PAGE>

                     1.50 MATURITY DATE. The Loan shall mature and be payable in
           full on February 16, 2002 ("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. Notwithstanding the foregoing, (a)
           in no event shall the Maturity Date of the Long Wharf Loan be
           extended to a date subsequent to the maturity date of any of the
           Additional Loans including, without limitation, any loan or loans
           from Bank of America to Borrowers, and (b) if an earlier maturity
           date or acceleration event should occur with respect to any of the
           Additional Loans, through a default or otherwise, the Maturity Date
           of the Long Wharf Loan will become co-terminus with the maturity date
           of such other Additional Loan.

         3.3 MORTGAGE  NOTE.  The definition of Mortgage Note in Section 1.56 of
the Long Wharf Loan Agreement is hereby deleted and replaced with the following:

                     1.56 MORTGAGE NOTE. That certain Third Amended and Restated
           Mortgage Promissory Note that evidences the Mortgage Component of the
           Loan, dated as of April 20, 2001, in the original principal amount of
           SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000), made and
           executed by Borrower to the order of Lender and delivered to Lender
           concurrently with Borrower's and Guarantors' execution of the Master
           Modification Agreement, together with any renewals or refinancing
           note or notes delivered in substitution therefor or other amendments
           or supplements thereto, collectively referred to as the "Mortgage
           Note".

         3.4 MORTGAGE  PAYMENT  GUARANTY.  The  definition  of Mortgage  Payment
Guaranty in Section 1.57 of the Long Wharf Loan  Agreement is hereby deleted and
replaced with the following:

                     1.57 MORTGAGE PAYMENT GUARANTY. That certain Amended and
           Restated Mortgage Payment Guaranty dated as of April 20, 2001
           executed by Guarantors in favor of Lender, pursuant to which the
           Guarantors absolutely and unconditionally guarantee payment of any
           and all amounts due Lender in connection with the Mortgage Component
           of the Loan, pursuant to the Loan Documents, together with any
           renewals or amended guaranties delivered in substitution therefor or
           other amendments or supplements thereto, collectively referred to as
           the "Mortgage Payment Guaranty".

                           SECTION 4: OCEAN CITY LOAN

         4.1  BORROWER,  GUARANTOR AND LENDER.  As of the date hereof,  the term
"Borrower"  when used with respect to the Ocean City Loan or the Loan  Documents
for the Ocean City Loan shall mean Coconut Malorie,  the term "Guarantor"  shall
mean EFI and Equivest  Maryland  collectively,  and the term "Lender" shall mean
CSFB, regardless of how "Borrower," "Guarantor" and "Lender" may previously have
been defined in any Loan Documents for the Ocean City Loan executed prior to the
date hereof.



                                       11
<PAGE>

         4.2 AMENDED AND RESTATED  ACQUISITION AND DEVELOPMENT  PROMISSORY NOTE.
As of the date  hereof  and in  consideration  of CSFB's  entering  this  Master
Modification  Agreement,  Coconut  Malorie has executed that certain Amended and
Restated Acquisition and Development  Promissory Note which reflects the amended
Maturity Date of February 16, 2002, with respect to the Ocean City Loan.

         4.3 AMENDED AND RESTATED  GUARANTY AND SUBORDINATION  AGREEMENT.  As of
the date hereof and in consideration of CSFB's entering this Master Modification
Agreement,  EFI and Equivest  Maryland have  executed  that certain  Amended and
Restated Guaranty and Subordination Agreement.

                          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 Loan Documents
for the Avenue Plaza Loan shall mean Avenue Plaza,  the term  "Guarantor"  shall
mean EFI and Equivest Louisiana  collectively,  and the term "Lender" shall mean
CSFB, regardless of how "Borrower," "Guarantor" and "Lender" may previously have
been defined in any Loan  Documents for the Avenue Plaza Loan executed  prior to
the date hereof.

         5.2 AMENDED AND RESTATED  PROMISSORY NOTE. As of the date hereof and in
consideration  of CSFB's  entering this Master  Modification  Agreement,  Avenue
Plaza has executed  that  certain  Amended and  Restated  Promissory  Note which
reflects the amended  Maturity  Date of February  16, 2002,  with respect to the
Avenue Plaza Loan.

         5.3 AMENDED AND RESTATED  GUARANTY AND SUBORDINATION  AGREEMENT.  As of
the date hereof and in consideration of CSFB's entering this Master Modification
Agreement,  EFI and Equivest  Louisiana  have executed that certain  Amended and
Restated Guaranty and Subordination Agreement.

                            SECTION 6: BLUEBEARD LOAN

         6.1 BORROWERS,  GUARANTOR AND LENDER.  As of the date hereof,  the term
"Borrowers"  when used with respect to the Bluebeard  Loan or the Loan Documents
for the Bluebeard  Loan shall mean Bluebeard and Castle  collectively,  the term
"Guarantor"  shall mean EFI and Equivest St. Thomas  collectively,  and the term


                                       12
<PAGE>

"Lender"  shall  mean  CSFB,  regardless  of how  "Borrowers,"  "Guarantor"  and
"Lender"  may  previously  have  been  defined  in any  Loan  Documents  for the
Bluebeard Loan executed prior to the date hereof.

         6.2     ACQUISITION/DEVELOPMENT     NOTE.     The     definition     of
Acquisition/Development  Note in Section 1.2 of the Bluebeard  Loan Agreement is
hereby deleted and replaced with the following:

                     1.2 ACQUISITION/DEVELOPMENT NOTE. That certain Amended and
           Restated Acquisition/Development Promissory Note that evidences the
           Acquisition/Development Component of the Loan, dated as of April 20,
           2001, in the original principal amount of SEVENTEEN MILLION DOLLARS
           ($17,000,000), made and executed by Borrowers to the order of Lender
           and delivered to Lender concurrently with Borrowers' and Guarantor's
           execution of the Master Modification Agreement, together with any
           renewals or refinancing note or notes delivered in substitution
           therefor or other amendments or supplements thereto, collectively
           referred to as the "Acquisition/Development Note".

         6.3   ACQUISITION/DEVELOPMENT   PAYMENT  GUARANTY.  The  definition  of
Acquisition/Development  Payment  Guaranty in Section 1.3 of the Bluebeard  Loan
Agreement is hereby deleted and replaced with the following:

                     1.3 ACQUISITION/DEVELOPMENT PAYMENT GUARANTY. That certain
           Amended and Restated Acquisition/Development Payment Guaranty dated
           as of April 20, 2001 executed by Guarantor in favor of Lender,
           pursuant to which Guarantor absolutely and unconditionally guarantees
           payment of any and all amounts due Lender in connection with the
           Acquisition/Development Component of the Loan, pursuant to the Loan
           Documents, together with any renewals or amended guaranties delivered
           in substitution therefor or other amendments or supplements thereto,
           collectively referred to as the "Acquisition/Development Payment
           Guaranty".

         6.4 MATURITY  DATE.  The definition of Maturity Date in Section 1.61 of
the Bluebeard Loan Agreement is hereby deleted and replaced with the following:

                     1.61 MATURITY DATE. The Loan shall mature and be payable in
           full on February 16, 2002 ("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. Notwithstanding the foregoing, (a)
           in no event shall the Maturity Date of the Bluebeard Loan be extended
           to a date subsequent to the maturity date of any of the Additional
           Loans including, without limitation, any loan or loans from Bank of
           America to Borrowers, and (b) if an earlier maturity date or
           acceleration event should occur with respect to any of the Additional
           Loans, through a default or otherwise, the Maturity Date of the
           Bluebeard Loan will become co-terminus with the maturity date of such
           other Additional loan.



                                       13
<PAGE>

                               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 Loan Documents for the
A&D Loan  shall mean RFI,  the term  "Guarantor"  shall  mean EFI,  and the term
"Lender" shall mean CSFB, regardless of how "Borrower," "Guarantor" and "Lender"
may previously have been defined in any Loan Documents for the A&D Loan executed
prior to the date hereof.

         7.2  GUARANTY.  The  definition  of Guaranty in Section 1.48 of the A&D
Loan Agreement is hereby deleted and replaced with the following:

                      1.48 GUARANTY. That certain Amended and Restated Guaranty
           dated as of April 20, 2001 executed by Guarantor and delivered to
           Lender concurrently with Borrower's and Guarantor's execution and
           delivery of the Master Modification Agreement, together with any
           renewals or amended guaranties delivered in substitution therefor or
           other amendments or supplements thereto, collectively referred to as
           the "Guaranty". The Guaranty shall be the absolute and unconditional
           guaranty of payment and performance of the Loan and all amounts
           secured by or under the Loan Documents.

         7.3 MATURITY  DATE.  The definition of Maturity Date in Section 1.65 of
the A&D Loan Agreement is hereby deleted and replaced with the following:

                     1.65 MATURITY DATE. The Loan shall mature and be payable in
           full on February 16, 2002 ("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. Notwithstanding the foregoing, (a)
           in no event shall the Maturity Date of the A&D Loan be extended to a
           date subsequent to the maturity date of any of the Additional Loans
           including, without limitation, any loan or loans from Bank of America
           to Borrowers, and (b) if an earlier maturity date or acceleration
           event should occur with respect to any of the Additional Loans,
           through a default or otherwise, the Maturity Date of the A&D Loan
           will become co-terminus with the maturity date of such other
           Additional Loan.

         7.4  NOTE.  The  definition  of Note in  Section  1.69 of the A&D  Loan
Agreement is hereby deleted and replaced with the following:

                     1.69 NOTE. That certain Amended and Restated Promissory
           Note that evidences the Loan, dated as of April 20, 2001, made and


                                       14
<PAGE>

           executed by Borrower to the order of Lender and delivered to Lender
           concurrently with Borrower's and Guarantor's execution of the Master
           Modification Agreement, together with any renewals or refinancing
           note or notes delivered in substitution therefor or other amendments
           or supplements thereto, collectively referred to as the "Note".

         7.5  SUBSTITUTION  OF  COLLATERAL.   Notwithstanding  anything  to  the
contrary set forth herein,  in the A&D Loan  Agreement or in the Loan  Documents
for the A&D  Loan,  CSFB's  substitution  of  collateral  pursuant  to those two
separate  Assignments  of Mortgage  and Other Loan  Documents  and that  certain
Assignment  of Deed of Trust and Other Loan  Documents  executed  as of the date
hereof in  relation to  Wachesaw  Resort,  Coconut  Palms  Resort and  Riverside
Resort,  respectively  (the  "Assignments  of Mortgage"),  and pursuant to those
three separate Assignments of Underlying Guaranty executed as of the date hereof
in relation to Wachesaw  Resort,  Coconut  Palms  Resort and  Riverside  Resort,
respectively  (the  "Assignments  of  Guaranty"),  shall in no way  diminish  or
otherwise  affect CSFB's rights and remedies under the A&D Loan Agreement or the
Loan  Documents for the A&D Loan, and such rights and remedies shall continue in
full  force and  effect  and the  validity  and  enforceability  of the A&D Loan
Agreement  or the Loan  Documents  for the A&D Loan shall not be affected by the
terms of the  Assignments  of  Mortgage  or by the terms of the  Assignments  of
Guaranty.

                           SECTION 8: ADDITIONAL TERMS

         8.1  COMMITMENT   FEE.  In   consideration   of  entering  this  Master
Modification  Agreement,  CSFB has earned a commitment  fee equal to one percent
(1%) of the Aggregate  Loan Amount as of the Master  Modification  Closing Date,
which shall be payable in three equal  installments;  the first  one-third (1/3)
payment is due on the Master  Modification  Closing Date,  the second  one-third
(1/3)  payment is due thirty  (30) days  after the Master  Modification  Closing
Date;  and the final  one-third  (1/3)  payment is due sixty (60) days after the
Master  Modification  Closing  Date.  Failure to make any required  payments set
forth herein shall constitute an Event of Default under each of the Loans.

         8.2 WARRANTS. As of the date hereof, EFI has issued warrants to CSFB to
purchase  200,000  shares of common stock of EFI with an exercise price equal to
the VWAP as of the Master  Modification  Closing Date and an expiration  date of
five (5) years  after  the  Master  Modification  Closing  Date.  As of the date
hereof,  EFI has issued  warrants to CSFB to purchase  200,000  shares of common
stock  of EFI  with an  exercise  price  of VWAP  plus  $.50  per  share  and an
expiration date of five (5) years after the Master Modification Closing Date. As
used  in  this   Master   Modification   Agreement,   "VWAP"   shall   mean  the
volume-weighted  average  trading  price of the EFI  common  stock  twenty  (20)
business  days  preceding a  particular  measuring  date.  A form of the Warrant
Agreement  is  attached  hereto as Exhibit "B" and  incorporated  herein by this
reference.



                                       15
<PAGE>

         8.3 ADDITIONAL CONSIDERATION.  If the Aggregate Loan Amount is not paid
in full by the Maturity  Date of each of the Loans as set forth  hereunder,  EFI
shall issue to CSFB  $500,000 in EFI common  stock valued at the VWAP as of such
Maturity Date;  provided,  however,  if the Aggregate Loan Amount outstanding at
the Maturity  Date of each of the Loans as set forth  hereunder is less than $10
million,  EFI will pay CSFB in cash an amount equal to 1% of such Aggregate Loan
Amount as of such Maturity  Date.  In such event,  EFI shall not be obligated to
pay CSFB  $500,000 in EFI common  stock  valued at the VWAP as of such  Maturity
Date.

         8.4  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 CSFB an amount of
proceeds  equal to $2,500,000  (regardless  of the gross  purchase  price or net
proceeds) in return for  satisfaction  and discharge of the CSFB first  mortgage
encumbering  the DC Property ("DC Property  Proceeds").  CSFB will apply such DC
Property  Proceeds  to the Loan or Loans  then  outstanding  at the time such DC
Property Proceeds are received by CSFB; provided, however, that if any amount is
outstanding  with  respect  to the  Bridge  Loan at the  time  such DC  Property
Proceeds are received by CSFB,  the DC Property  Proceeds will be used initially
to pay off the Bridge Loan in full and any additional DC Property  Proceeds will
be applied by CSFB to reduce the  balance of a Loan or Loans as set forth and in
accordance  with the listing  attached  hereto as Exhibit  "C" and  incorporated
herein by this reference. CSFB reserves the right at any time to amend the order
of payoff of the Loans listed on Exhibit "C" in which case CSFB shall  provide a
revised and updated list of Loans,  outstanding  balances and payoff priority to
Borrowers  and CSFB's  servicing  agent at least  thirty  (30) days prior to any
change in such  list.  It is  expressly  understood  and agreed  that,  upon the
receipt by CSFB of all sums due and owing to CSFB  under the Bridge  Loan or any
other  Loan or  Loans,  CSFB  shall  issue  to the  applicable  Borrower  a full
satisfaction and discharge of applicable loan  documentation,  thereby releasing
any liens or  security  interests  in favor of CSFB with  respect to the related
collateral securing such paid off Loan or Loans.

         8.5 DIRECT  ASSIGNMENT OF NOTES AND MORTGAGES.  CSFB, EFI and RFI agree
that with respect to the A&D Loan,  the parties will  terminate  the  collateral
assignments and related security documents with respect to each of the remaining
RFI loans to various  underlying  borrowers  which  loans have been  pledged and
assigned to CSFB by RFI as collateral for the A&D Loan ("Underlying A&D Loan" or
"Underlying  A&D Loans") and RFI shall  directly  assign to CSFB the  promissory
note  evidencing each such  Underlying A&D Loan and the  corresponding  mortgage
(encumbering Coconut Palms, Riverside Suites and Ellington at Wachecaw timeshare
resorts,  respectively)  and  financing  statements  and all  related  loan  and


                                       16
<PAGE>

security  documents for each  Underlying A&D Loan so that CSFB shall have as its
collateral for each Underlying A&D Loan a promissory note for the full amount of
such loan and corresponding mortgage encumbering each timeshare resort from each
underlying  borrower  directly  assigned  to CSFB by  RFI.  Notwithstanding  the
foregoing,  assignments  to CSFB  shall be subject  to any  residual  collateral
interest of RFI attaching to any  Underlying  A&D Loan prior to such  assignment
and,  upon receipt by CSFB of all sums due and owing to CSFB under each assigned
Underlying A&D Loan,  CSFB shall  re-assign all rights under such Underlying A&D
Loan to RFI and thereby  release any and all collateral and rights securing such
paid off Underlying A&D Loan.

         8.6 LEGAL FEES. EFI agrees to reimburse CSFB on the Master Modification
Closing Date for its legal  expenses in  negotiating  and  documenting  the term
sheet and this  Master  Modification  Agreement  (including  any work  performed
subsequent  to the date hereof  relating  to the  terminations  and  assignments
provided  for under  Section  8.5  directly  above)  in an amount  not to exceed
$50,000 in fees, plus reimbursable expenses incurred by Holland & Knight LLP.

         8.7  MONTHLY  AMORTIZATION.  EFI  agrees to make  monthly  amortization
payments  to CSFB on the  seventeenth  (17th)  day of each  month  according  to
Exhibit "D" attached  hereto and  incorporated  herein by this  reference.  CSFB
shall apply such funds  initially  to reduce and pay off the Bridge Loan in full
and then to reduce the balance of a Loan or Loans in accordance with Exhibit "C"
attached  hereto,  as such exhibit may be amended from time to time.  Failure to
make any scheduled  monthly  amortization  payment shall  constitute an Event of
Default under each of the Loans.

         8.8 INFUSION OF FUNDS.  EFI will use its best efforts to refinance each
of the Loans in order to  accelerate  the paydowns to CSFB.  In the event EFI is
successful in raising  additional  funds through a debt offering (not  including
warehouse or receivables  lines of credit,  mortgage liens or any  refinancing),
80% of the  proceeds  of such  offering  shall be  payable to CSFB to reduce the
balance of a Loan or Loans in accordance  with Exhibit "C" attached  hereto,  as
such exhibit may be amended from time to time.

         8.9  CROSS-COLLATERALIZATION  AND CROSS DEFAULT. All of the Loans shall
be cross-defaulted and  cross-collateralized.  Each Borrower hereby acknowledges
and agrees that:

                     (a) 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 CSFB to
           exercise any or all legal and equitable rights and remedies available
           to CSFB, whether pursuant to the Applicable Loan Documents or by
           operation of law;

                     (b) All liens, pledges, assignments, mortgages and security
           interests granted by any Borrower in favor of CSFB which constitute


                                       17
<PAGE>

           Collateral for each of the Loans shall constitute Collateral for each
           of the remaining Loans and for all obligations owed by any Borrower
           to CSFB; provided, however, that in the event any Loan is paid in
           full, CSFB, as a condition to such repayment, shall discharge the
           mortgage and any related security documents for such Loan at the time
           of such repayment.

         8.10 ADDITIONAL LOANS. Borrowers hereby represent, warrant and covenant
to CSFB that  none of  Borrowers  or any  subsidiary  or  affiliate  thereof  is
obligated or liable in any way for the repayment of any outstanding indebtedness
to any CSFB,  under any applicable  loan documents or security  agreements  with
respect to any  Additional  Loans,  pursuant  to which (i) a default or event of
default  currently exists, or (ii) a default or event of default will exist with
the passage of time between the date hereof and February 16, 2002.  In the event
any of the Borrowers  fail to comply with this  provision such that a default or
event of default  exists or arises  pursuant to any loan  documents  or security
agreements, with respect to any Additional Loans, including, without limitation,
any loan  document or security  agreement of Borrowers  which  matures  prior to
February 16, 2002,  then such  occurrence  shall  constitute an Event of Default
under each of the Loan Documents evidencing the Loans, thereby entitling CSFB to
exercise any and all legal and  equitable  rights and  remedies  available to it
thereunder.

         Borrower's breach of a covenant,  representation or warranty made under
an Additional Loan shall constitute an Event of Default under the Loans.

         8.11 MONTHLY  PAYDOWN  REPORT.  On or before the 15th of each  calendar
month,  Borrowers shall provide both to CSFB and to Borrower's  servicing agents
for the Loans a monthly report in the form attached hereto as Exhibit "E" of the
daily  paydowns and remaining  inventory at each of the resorts which in any way
secure any of the Loans (the "Monthly Paydown Report").

         8.12 PAYMENT DEFAULT.  Borrowers agree to notify CSFB in writing of any
failure by Borrowers to make any required payment to any lender on the date such
payment is due to such  lender  pursuant  to such  lender's  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 at the address
set forth above or delivered by Facsimile  (212-325-6540) to Michael Criscito at
CSFB 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.

         8.13 CSFB COMPLIANCE.  Borrowers and Guarantors hereby  acknowledge and
represent  that CSFB has complied  fully with all of its  obligations  under the
Loans and related  Applicable Loan Documents  through the date hereof and is not
currently in default thereunder.



                                       18
<PAGE>

         8.14  ACKNOWLEDGEMENT.  Borrowers and Guarantors hereby acknowledge and
represent that no action by CSFB hereunder will amend, modify, waive, release or
otherwise  prejudice  CSFB's  rights  and  remedies  under  the  Loans or any of
Borrowers' or  Guarantors'  obligations  under the  Applicable  Loan  Documents,
except as specifically provided herein.

         8.15 AUTHORITY.


         a.  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 Borrower or
Guarantor conducts business.

         b. The  execution,  delivery,  and  performance  by each  Borrower  and
Guarantor  of  this  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 CSFB;  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. 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.

         8.16 RATIFICATION BY BORROWERS AND GUARANTORS. By the execution of this
Master  Modification  Agreement in the spaces provided below,  each of Borrowers
and Guarantors agree to the terms,  provisions,  and conditions set forth herein
and acknowledges  that except as expressly  provided  herein,  all documents and
instruments that evidence,  secure, or otherwise pertain to the Bridge Loan, the
Long Wharf Loan, the Ocean City Loan, the Avenue Plaza Loan, the Bluebeard Loan,
and the A&D Loan,  as  previously  amended or  modified,  shall  remain  legally
binding upon,  and fully  enforceable  by CSFB against each of the Borrowers and
Guarantors.



                                       19
<PAGE>

         8.17  ADDITIONAL  ACKNOWLEDGEMENTS.  With the  execution of this Master
Modification Agreement:

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

         (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 with respect to or arising in  connection  with any of the Loans or
with regard to Applicable Loan Documents as modified hereby, or which may affect
the validity or  enforceability by CSFB of its various rights and remedies under
the Applicable 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 CSFB in  consideration  of its
agreements hereunder.

         (c) Borrowers and Guarantors  represent and warrant that the Applicable
Loan  Documents,  as modified  herein,  constitute  a good and valid lien on the
collateral as more  particularly  described in the applicable Loan Agreement and
in the Applicable Loan Documents.

         (d) As additional  consideration for CSFB's agreements hereunder,  each
Borrower does hereby reconfirm and does re-grant to CSFB a security  interest in
the  personal  property  making  up  CSFB's  Collateral,  as  security  for  all
indebtedness  now or hereafter due from  Borrowers to CSFB under the  applicable
Loan Agreement, the Applicable Loan Documents and the Collateral for the Loans.

         (e) 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
CSFB.

         (f) Borrowers  hereby  acknowledge  that under no circumstances is CSFB
obligated to make additional financing available, for any purpose.

         (g) This Master  Modification  Agreement shall be governed by and shall
be construed in accordance with the laws of the State of New York.

         (h) 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.



                                       20
<PAGE>

         (i) CSFB may, at any time and from time to time,  waive any one or more
of the  provisions of this Master  Modification  Agreement,  but any such waiver
shall be deemed to be made in  pursuance of this 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.

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

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

         (l) 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 CSFB,  not  affect  any  provisions  herein,  but this  Master  Modification
Agreement  shall be  construed  as if such  invalid,  illegal  or  unenforceable
provision had never been contained herein.

         (m)  In  the  event  governmental  entities,  agencies  or  departments
determine  that this 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
CSFB  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 under the
Applicable Loan Documents.

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

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



                                       21
<PAGE>

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

         8.18  WAIVER OF JURY  TRIAL.  CSFB,  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 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 THE CSFB ENTERING INTO THIS
MASTER MODIFICATION AGREEMENT.

         8.19 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 CSFB's rights
and remedies  thereunder,  shall remain  unchanged  and in full force and effect
following the Master Modification Closing Date.

         b.  INCONSISTENCIES.  The terms of this Master  Modification  Agreement
shall control and prevail in the event of any conflict or inconsistency  between
any of the Applicable Loan Documents and this Master Modification Agreement.

         c. COUNTERPARTS.  This 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
Applicable Loan Documents, Borrowers shall permit CSFB to perform on-site audits
of Borrower's books and records relating to any of the Loans.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                        SIGNTURES BEGIN ON FOLOWNG PAGE]


                                       22
<PAGE>


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

BORROWERS:

EQUIVEST FINANCE, INC.                         RESORT FUNDING, INC.

By:____________________________                By:_____________________________

Name: _________________________                Name: __________________________

Its:____________________________               Its:_____________________________



EASTERN RESORTS COMPANY, LLC                   EASTERN RESORTS CORPORATION

By:_____________________________               By:_____________________________

Name: __________________________               Name: __________________________

Its:_____________________________              Its:_____________________________


OCEAN CITY COCUNUT MALORIE                     BLUEBEARD'S CASTLE, INC.
RESORT, INC.

By:_____________________________               By:_____________________________

Name: __________________________               Name: __________________________

Its:_____________________________              Its:_____________________________

AVENUE PLAZA LLC                               CASTLE ACQUISITION, INC.

By:_____________________________               By:_____________________________

Name: __________________________               Name: __________________________

Its:_____________________________              Its:_____________________________



                                       23
<PAGE>



EQUIVEST WASHINGTON, INC.

By:_____________________________

Name: __________________________

Its:_____________________________



GUARANTORS

EQUIVEST FINANCE, INC.                         EQUIVEST LOUISIANA, INC.

By:_____________________________               By:_____________________________

Name: _________________________                Name: __________________________

Its:_____________________________              Its:_____________________________



EQUIVEST ST. THOMAS, INC.                      EQUIVEST MARYLAND, INC.

By:_____________________________               By:_____________________________

Name: _________________________                Name: __________________________

Its:_____________________________              Its:_____________________________




CSFB

CREDIT SUISSE FIRST BOSTON
MORTGAGE CAPITAL LLC

By:_____________________________

Name: __________________________

Its:_____________________________



                                       24
<PAGE>


                                   EXHIBIT "A"

                                ADDITIONAL LOANS



                                       25
<PAGE>




                                   EXHIBIT "B"

                             FORM WARRANT AGREEMENT



                                       26
<PAGE>


                                   EXHIBIT "C"

                                  LOAN BALANCES

                              LISTING OF CSFB LOANS

                    (BALANCE OUTSTANDING AND ORDER OF PAYOFF)

         LOAN                                      BALANCE AS OF
                                                     04/17/01

1.  EASTERN RESORTS                                $    1,894,132.29
2.  ST THOMAS                                      $   11,688,532.12
3.  AVENUE PLAZA                                   $   12,884,335.00
4.  COCONUT PALMS IV                               $    5,070,903.00
5.  COCONUT MALORIE                                $    3,431,147.62
6.  RIVERSIDE SUITES                               $    2,684,522.75
7.  ELLINGTON AT WACHESAW                          $      878,557.49
8.  LONG WHARF                                     $      291,876.60
                                                   -----------------
                                                   $   38,824,006.87
                                                   =================






                                       27
<PAGE>


                                   EXHIBIT "D"

                              AMORTIZATION SCHEDULE








                                       28
<PAGE>



                                   EXHIBIT "E"

                         FORM OF MONTHLY PAYDOWN REPORT







                                       29