BETWEEN

Exhibit 10.15

$23,000,000

RECEIVABLES LOAN AND SECURITY AGREEMENT

BETWEEN

LONDON BRIDGE RESORT, INC.

AND

FINOVA CAPITAL CORPORATION

OCTOBER 11, 1996

Prepared by:
Xxxxxxx X. Xxxxx, Esq.
Xxxxxx X. Xxx, Esq.
Law Offices of
Ekbom & Xxx PLC
Xxxxxx Ranch Corporation Center
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Fax: (000) 000-0000

TABLE OF CONTENTS

I. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

II. RECEIVABLES LOAN COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . 9
2.1 Advances of Receivables Loan. . . . . . . . . . . . . . . . . . . 9
2.2 Receivables Loan Term . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Payment of Interest on the Receivables Loan . . . . . . . . . . . 9
2.4 Payment of Principal on the Receivables Loan. . . . . . . . . . . 9
2.5 Receivables Loan a Revolving Line of Credit . . . . . . . . . . . 10

III. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 Acquisition Deed of Trust Amendment . . . . . . . . . . . . . . . 10
3.2 Security Interest in Receivables Collateral . . . . . . . . . . . 10
3.3 Replacement of Ineligible Instruments . . . . . . . . . . . . . . 10
3.4 Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

IV. TITLE INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.1 Title Insurance of Amended Acquisition Deed of Trust. . . . . . . 11
4.2 Title Insurance on Purchase Deeds of Trust. . . . . . . . . . . . 11

V. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Conditions Precedent to Funding . . . . . . . . . . . . . . . . . 11
(a) Loan Documents . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Other Items and Documents. . . . . . . . . . . . . . . . . . 13
(c) No Material Change . . . . . . . . . . . . . . . . . . . . . 13
(d) Warranties and Representations . . . . . . . . . . . . . . . 13
(e) No Default . . . . . . . . . . . . . . . . . . . . . . . . . 13
(f) Payment of Loan Fee. . . . . . . . . . . . . . . . . . . . . 14
(g) Title to Property. . . . . . . . . . . . . . . . . . . . . . 14
(h) Perfection of Liens. . . . . . . . . . . . . . . . . . . . . 14
(i) Loan Costs . . . . . . . . . . . . . . . . . . . . . . . . . 14
(j) Affiliated Party Financing . . . . . . . . . . . . . . . . . 14
(l) Tax, Lien and Litigation Searches; References. . . . . . . . 14
(m) Access, Parking and Common Areas . . . . . . . . . . . . . . 14
(n) Xx. Xxxxxxx'x Financial Statements . . . . . . . . . . . . . 14
(o) Borrower and Queen's bay Financial Information . . . . . . . 15
(p) Exchange Affiliation . . . . . . . . . . . . . . . . . . . . 15
(q) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.2 Conditions Precedent to All Advances. . . . . . . . . . . . . . . 15
(a) Exhibit G Items. . . . . . . . . . . . . . . . . . . . . . . 15
(b) Servicing and Collection . . . . . . . . . . . . . . . . . . 15
(c) Sale Approvals . . . . . . . . . . . . . . . . . . . . . . . 15
(d) Purchase Documents . . . . . . . . . . . . . . . . . . . . . 15

(e) Utilities. . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.3 Additional Provisions Concerning Advances . . . . . . . . . . . . 16
(a) Minimum Advances . . . . . . . . . . . . . . . . . . . . . . 16
(b) Disbursement of Advances . . . . . . . . . . . . . . . . . . 16
(c) Conditions for Lender's Benefit. . . . . . . . . . . . . . . 16

VI. RECEIVABLES LOAN AND COLLECTION OF INSTRUMENTS . . . . . . . . . . . . . . 16
6.1 Receivables Note. . . . . . . . . . . . . . . . . . . . . . . . . 16
6.2 Maintaining Borrowing Base Limitations. . . . . . . . . . . . . . 16
6.3 Collection of Instruments . . . . . . . . . . . . . . . . . . . . 16
(a) Lockbox Agent. . . . . . . . . . . . . . . . . . . . . . . . 16
(b) Successor Agents . . . . . . . . . . . . . . . . . . . . . . 17
6.4 Application of Collected Proceeds . . . . . . . . . . . . . . . . 17
6.5 Borrower's Obligations If Proceeds Inadequate . . . . . . . . . . 17
6.6 Custodial Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 18

VII. PREPAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.1 Prepayment of Receivables Loan. . . . . . . . . . . . . . . . . . 18
7.2 Unauthorized Prepayment . . . . . . . . . . . . . . . . . . . . . 18

VIII. BORROWER'S ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. . . . . . 19
8.1 Due Organization and Authority. . . . . . . . . . . . . . . . . . 19
(a) Good Standing. . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Power and Authority; Enforceability. . . . . . . . . . . . . 19
8.2 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) No Litigation. . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Notice of Proceeding . . . . . . . . . . . . . . . . . . . . 19
8.3 Time-Share Interests. . . . . . . . . . . . . . . . . . . . . . . 19
(a) Sales Activity . . . . . . . . . . . . . . . . . . . . . . . 19
(b) Compliance with Laws . . . . . . . . . . . . . . . . . . . . 20
(c) Zoning Compliance. . . . . . . . . . . . . . . . . . . . . . 20
8.4 Eligible Instruments. . . . . . . . . . . . . . . . . . . . . . . 20
(a) Eligible Instruments . . . . . . . . . . . . . . . . . . . . 20
(b) No Prepayment. . . . . . . . . . . . . . . . . . . . . . . . 20
(c) Fulfill Obligations to Purchasers. . . . . . . . . . . . . . 20
(d) Documents Delivered to Lender. . . . . . . . . . . . . . . . 20
(e) Assessments and Reserves . . . . . . . . . . . . . . . . . . 20
(f) Good and Marketable Title. . . . . . . . . . . . . . . . . . 21
8.5 Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.6 Notice of Lender's Interest . . . . . . . . . . . . . . . . . . . 21
8.7 No Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8.9 No Misrepresentations/Reliance. . . . . . . . . . . . . . . . . . 21
(a) No Misrepresentations. . . . . . . . . . . . . . . . . . . . 21

(b) Reliance . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.10 Reports and Financial Information . . . . . . . . . . . . . . . . 22
(a) Sales Reports. . . . . . . . . . . . . . . . . . . . . . . . 22
(b) Financial Information. . . . . . . . . . . . . . . . . . . . 22
(c) Project and Sales Information. . . . . . . . . . . . . . . . 22
(d) Inspection . . . . . . . . . . . . . . . . . . . . . . . . . 22
(e) Budgets for Projects . . . . . . . . . . . . . . . . . . . . 23
8.11 Subordination . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.12 No Default for Third Party Obligations. . . . . . . . . . . . . . 23
8.13 Taxes Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.14 Indemnification and Hold Harmless . . . . . . . . . . . . . . . . 23
8.15 Perfection of Security Interests. . . . . . . . . . . . . . . . . 24
8.16 Past and Future Revisions to Declaration. . . . . . . . . . . . . 24
8.17 Borrower to not Use Lender's Name . . . . . . . . . . . . . . . . 24
8.18 Borrower to Collect Instruments . . . . . . . . . . . . . . . . . 24
8.19 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . 24
8.20 No Further Sale or Hypothecation. . . . . . . . . . . . . . . . . 25
8.21 No Misstatements of Fact. . . . . . . . . . . . . . . . . . . . . 25
8.22 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.23 No Violation of Regulations . . . . . . . . . . . . . . . . . . . 25
8.24 Further Acts and Documents. . . . . . . . . . . . . . . . . . . . 25
8.25 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.26 Provisions Continuing . . . . . . . . . . . . . . . . . . . . . . 26
8.27 Additional Representations and Warranties . . . . . . . . . . . . 26

IX. DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . 26
(a) Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
(b) Representations and Warranties . . . . . . . . . . . . . . . 26
(c) Certain Covenants. . . . . . . . . . . . . . . . . . . . . . 26
(d) Other Covenants. . . . . . . . . . . . . . . . . . . . . . . 26
(e) Other Event of Default . . . . . . . . . . . . . . . . . . . 26
(f) Default in Other Agreements. . . . . . . . . . . . . . . . . 27
(g) Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . 27
(h) Lien Foreclosure . . . . . . . . . . . . . . . . . . . . . . 27
(i) Bankruptcy and Insolvency. . . . . . . . . . . . . . . . . . 27
(j) Damage to or Condemnation of Project . . . . . . . . . . . . 27
(k) Unenforceability or Repudiation. . . . . . . . . . . . . . . 27
(l) Material Adverse Change. . . . . . . . . . . . . . . . . . . 28
9.2 Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(a) No Advances. . . . . . . . . . . . . . . . . . . . . . . . . 28
(b) Acceleration . . . . . . . . . . . . . . . . . . . . . . . . 28
(c) Collection of Receivables Collateral . . . . . . . . . . . . 28
(d) Trustee's Sale or Foreclosure. . . . . . . . . . . . . . . . 28
(e) Other Foreclosures . . . . . . . . . . . . . . . . . . . . . 28

iii

9.3 Application of Proceeds After Default . . . . . . . . . . . . . . 28
9.4 Additional Remedies . . . . . . . . . . . . . . . . . . . . . . . 28
(a) Sale of Receivables Collateral . . . . . . . . . . . . . . . 28
(b) Notice of Sale . . . . . . . . . . . . . . . . . . . . . . . 29
(c) Sale in Whole or in Part . . . . . . . . . . . . . . . . . . 29
(d) Lender Attorney-in-Fact. . . . . . . . . . . . . . . . . . . 30
(e) Purchaser Not Obligated. . . . . . . . . . . . . . . . . . . 30
(f) Purchaser to Hold Free and Clear . . . . . . . . . . . . . . 30
9.5 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . 30
9.6 Lender May Perform. . . . . . . . . . . . . . . . . . . . . . . . 30
9.7 Remedies Not Exclusive. . . . . . . . . . . . . . . . . . . . . . 31
9.8 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9.9 Assembly of Receivables Collateral. . . . . . . . . . . . . . . . 31

X. CONSTRUCTION AND GENERAL TERMS . . . . . . . . . . . . . . . . . . . . . . 31
10.1 Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . . 31
10.2 Integration and Modification. . . . . . . . . . . . . . . . . . . 31
10.3 Irrevocable Powers. . . . . . . . . . . . . . . . . . . . . . . . 32
10.4 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.6 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . 32
10.7 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.8 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10.9 Headings and Gender . . . . . . . . . . . . . . . . . . . . . . . 32
10.10 Governing Law and Waivers . . . . . . . . . . . . . . . . . . . . 33
10.11 Applicable Usury Law. . . . . . . . . . . . . . . . . . . . . . . 33

XI. SPECIAL CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
11.1 Right of First Refusal. . . . . . . . . . . . . . . . . . . . . . 34
11.2 Financial Covenants and Limitations on Distributions. . . . . . . 34
(a) Limit on Marketing Expenses. . . . . . . . . . . . . . . . . 34
(b) Minimum Net Worth. . . . . . . . . . . . . . . . . . . . . . 34
(c) Limit on G&A Expenses. . . . . . . . . . . . . . . . . . . . 34
(d) Limits on Distributions. . . . . . . . . . . . . . . . . . . 34
(e) Delinquencies. . . . . . . . . . . . . . . . . . . . . . . . 35
(f) Certification. . . . . . . . . . . . . . . . . . . . . . . . 35
(g) Loans to Affiliates. . . . . . . . . . . . . . . . . . . . . 35

XII. CLOSING, INITIAL ADVANCE & GENERAL ASSIGNMENT. . . . . . . . . . . . . . . 35
12.1 Transfers to Borrower on Closing Date . . . . . . . . . . . . . . 35
12.2 General Assignment to Lender on Closing Date. . . . . . . . . . . 35
12.3 Payment of Purchase Price to Queen's Bay, Initial Advance to
Borrower, and Payment of Ending Purchase Base to Lender . . . . . 35

Exhibit A - Conditions of Eligible Instruments
Exhibit B - Purchaser Document Forms
Exhibit C - Receivables Note Form
Exhibit D - Borrower's Certificate Form
Exhibit F - Permitted Encumbrances
Exhibit G - Assignment - Package Items
Exhibit G-1 - Request for Advance and Certification
Schedule A to Request for Advance and Certification
Exhibit G-2 - Assignment of Deeds of Trust
Schedule A to Assignment of Deeds of Trust
Exhibit H - Time-Share Interest Description
Exhibit I - General Collateral Assignment of Timeshare Receivable
Collateral Notes and Deeds of Trust (Borrower to Lender)

RECEIVABLES LOAN AND SECURITY AGREEMENT

This RECEIVABLES LOAN AND SECURITY AGREEMENT (this "Agreement") is
made and entered as of the 11th day of October, 1996, by and between FINOVA
CAPITAL CORPORATION, a Delaware corporation ("Lender"), and LONDON BRIDGE
RESORT, INC., a Delaware corporation ("Borrower").

R E C I T A L S:

Lender and QUEEN'S BAY JOINT VENTURE, a Pennsylvania joint venture
general partnership ("Queen's Bay") are parties to that certain Purchase and
Security Agreement dated June 14, 1994, as such agreement is modified by that
certain First Amendment of Purchase and Security Agreement dated June 20,
1995, by that certain Second Amendment of Purchase and Security Agreement
dated October 30, 1995, and by that certain Third Amendment of Purchase and
Security Agreement dated June 21, 1996 (collectively, the "FINOVA Purchase
Agreement"). Pursuant to the FINOVA Purchase Agreement, Lender has purchased
certain Eligible Instruments from Queen's Bay. As of the Closing Date, the
Purchase Base, as defined in the FINOVA Purchase Agreement, which represents
Lender's net investment in the Eligible Instruments ["Aggregate Investment"
less "Recoveries", as such terms are defined in the FINOVA Purchase
Agreement] shall be determined and agreed upon by Lender and Borrower in a
separate closing letter agreement and such amount shall hereinafter be
referred to as the "Ending Purchase Base Amount".

As security for Queen's Bay's obligations under the FINOVA Purchase
Agreement, Queen's Bay is required to maintain a certain Portfolio Holdback
Amount, as defined in the FINOVA Purchase Agreement, which amounts are held
in the Reserve Account, as defined in the FINOVA Purchase Agreement. The
principal balance of the Reserve Account as of the Closing Date shall be
determined and agreed upon by Lender and Borrower in a separate closing
letter agreement and such amount shall hereinafter be referred to as the
"Ending Reserve Account Amount".

Lender and Queen's Bay are also parties to that certain Loan and
Security Agreement dated October 30, 1995 (the "Acquisition Loan Agreement")
wherein Lender has made a term loan in the original principal amount of
$9,500,000 (the "Acquisition Loan"). The Acquisition Loan is secured, among
other things, by a Deed of Trust, Assignment of Rents and Proceeds and
Security Interest encumbering, among other things, Borrower's fee interest in
unsold Time-Share Interests in the Project (the "Acquisition Deed of Trust").

Lender and Queen's Bay are also parties to that certain furniture,
fixtures and equipment loan in the original principal amount of $336,000 (the
"F,F&E Loan"). Queen's Bay's obligations under the FINOVA Purchase Agreement
and its obligations under the F,F&E Loan are also secured by the lien of the
Acquisition Deed of Trust.

Queen's Bay's obligations under the FINOVA Purchase Agreement and the
Acquisition Loan Agreement are guarantied by Xxxxxx X. Xxxxxxx ("Xx.
Xxxxxxx") pursuant to that certain Guarantee and Subordination Agreement
dated June 14, 1994, as such guarantee is modified and amended by that
certain First Amendment of Guarantee and Subordination Agreement dated June
20, 1995, that certain Second Amendment of Guarantee and Subordination
Agreement dated October 30, 1995, and that certain Third Amendment of
Guarantee and Subordination Agreement dated June 21, 1996 (collectively, the
"Xxxxxxx Guarantee").

Borrower is a corporation wholly owned by Xx. Xxxxxxx. Queen's Bay
has agreed to transfer the Project and all of its right, title and interest
in all Instruments to Borrower (through an intermediate transfer of such
assets to Xx. Xxxxxxx), and Borrower has agreed to accept such assignments
and conveyance (the "Transfer"). In conjunction with the Transfer, Borrower
has agreed to assume all obligations under the Acquisition Loan, jointly and
severally with Queen's Bay, pursuant to the terms of that certain Assumption
Agreement among Borrower, Queen's Bay and Lender (the "Assumption Agreement").

In conjunction with the Transfer, Lender has agreed to establish a
revolving line of credit in the maximum principal amount at any one time
outstanding of $23,000,000 (as further limited as provided in this Agreement)
to finance sales of Time-Sharing Interest at the Project (the "Receivables
Loan"). In conjunction with establishing the Receivables Loan, Borrower has
agreed to purchase from Queen's Bay the Instruments previously purchased by
Lender from Queen's Bay (to be re-purchased by Queen's Bay from Lender in
consideration of the payment to Lender of the Ending Purchase Base Amount)
and simultaneously sold by Queen's Bay to Borrower. Such Instruments shall
in turn be simultaneously assigned to Lender as collateral for the
Receivables Loan. The Instruments shall not leave the possession of Lender
as the transfer of such Instruments from Queen's Bay to Borrower and the
collateral assignment of such Instruments from Borrower to Lender shall be
accomplished through the records of Queen's Bay, Borrower and Lender and
through the General Assignment, as set forth herein.

In conjunction with the making of the Receivables Loan the FINOVA
Purchase Agreement, and Lender's/Purchaser's and Queen's Bay's obligations
thereunder, will be terminated. Upon such termination, Lender has agreed to
release for the benefit of Queen's Bay the Ending Reserve Account Amount.

NOW, THEREFORE, the parties hereby agree as follows:

A G R E E M E N T S

I. DEFINITIONS

Unless the context clearly otherwise requires, the capitalization
terms used in this Agreement shall have the meaning given to them below or
elsewhere provided herein:

"ACQUISITION DEED OF TRUST": the meaning ascribed to such term in the
Recitals to this Agreement.

"ACQUISITION DEED OF TRUST AMENDMENT": the First Modification and
Amendment of Deed of Trust to be executed by Borrower and delivered to Lender
for recording as provided in Section 5.1(a) hereto.

"ACQUISITION LOAN": the meaning ascribed to such term in the Recitals
to this Agreement.

"ACQUISITION LOAN AGREEMENT": the meaning ascribed to such term in
the Recitals to this Agreement.

"ACQUISITION LOAN AGREEMENT AMENDMENT": a First Amendment of Loan and
Security Agreement to be executed by Borrower and delivered to Lender in
accordance with Section 5.1(a) hereof, which amends the Acquisition Loan
Agreement to (i) change all references therein to the FINOVA Purchase
Agreement to this Agreement; and (ii) cross-collateralize and cross-default
the Acquisition Loan and the Receivables Loan.

"ADVANCES": an advance of the Receivables Loan made from time to time
as herein provided.

"AFFILIATE": any owner or beneficiary of Borrower, and any person or
entity directly or indirectly Controlling, Controlled by or under common
Control with the person or entity to whom the definition is applied,
including blood relatives or the spouse of the person to whom the definition
applies, if such person is a natural person.

"AGENTS": the Servicing Agent and the Lockbox Agent.

"AGREEMENT": this Receivables Loan and Security Agreement, as from
time to time supplemented, modified, extended, renewed, replaced or restated.

"AMORTIZATION TERM": the period between the Borrowing Term
Termination Date and the Receivables Loan Maturity Date.

"APPLICABLE USURY LAW": the usury law applicable pursuant to the
terms of Section 10.11 hereof or such other usury law applicable if the law
chosen by the parties is not.

"ASSIGNMENT(s)": a written Assignment of Purchase Agreements, Notes
and Deeds of Trust in the form of EXHIBIT G-2 hereto to be executed and
delivered to Lender by Borrower in connection with each Advance.

"ASSUMPTION AGREEMENT": the Assumption Agreement among Borrower,
Lender and Queen's Bay under which Borrower agrees to assume, jointly and
severally with Queen's Bay, all rights and obligations under the Acquisition
Loan.

"BORROWING BASE": an amount equal to the lesser of:

(i) ninety percent (90%) of the then unpaid principal balance of
the Eligible Instruments which are a part of the Receivables Collateral;
or

(ii) ninety percent (90%) of the then unmatured installments of
principal and interest under the Eligible Instruments which are a part of
the Receivables Collateral, discounted at the higher of (i) the then
applicable interest rate under the terms of the Receivables Note or
(ii) thirteen percent (13%);

"BORROWING TERM": the period commencing on the date hereof and ending
on the date eighteen (18) months from the date hereof.

"BORROWING TERM TERMINATION DATE": the last day of the Borrowing Term.

"BUSINESS DAY": any day other than a Saturday, Sunday or a day on
which banks in Phoenix, Arizona are required to close.

"CLOSING DATE": the date on which Lender makes the initial Advance
under the Receivables Loan for the benefit of Borrower in payment to Lender
(in full or in part) of the purchase price to for the repurchase of the
Instruments owned by Lender which purchase price shall equal the Ending
Purchase Base Amount.

"CONTROL": the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of another person
or entity by any means.

"CORPORATE BASE RATE": the rate of interest publicly announced, from
time to time, by Citibank, N.A., New York, New York ("Citibank"), as the
Citibank base rate of interest charged to its most creditworthy commercial
borrowers, notwithstanding the fact that some borrowers may borrow from
Citibank at rates of interest less than such announced rate; or if Citibank
ceases to publish such rate, such other published rate as Lender shall deem
comparable in its reasonable discretion.

"DEFAULT RATE": a default interest rate equal to five hundred (500)
basis points in excess of the Corporate Base Rate, as the same may from time
to time change.

"ELIGIBLE INSTRUMENT": an Instrument which conforms to the additional
standards set forth in EXHIBIT A hereto. An Instrument that has qualified as
an Eligible Instrument shall cease to be an Eligible Instrument upon the date
of the occurrence of any of the following: (a) any installment becomes more
than 59 days past due, or (b) the Eligible Instrument otherwise fails to
continue to meet the criteria set forth in EXHIBIT A.

"ENDING PURCHASE BASE AMOUNT": the meaning ascribed to such term in
the Recitals to this Agreement.

"ENDING RESERVE ACCOUNT AMOUNT": the meaning ascribed to such term in
the Recitals to this Agreement.

"ENVIRONMENTAL CERTIFICATE": that certain Environmental Certificate
with Representations, Warranties and Covenants executed by Borrower and
delivered to Lender pursuant to Section 5.1(a) hereof.

"EVENT OF DEFAULT": the meaning set forth in Section 9.1 hereof.

"F,F&E LOAN": the meaning ascribed to such term in the Recitals to
this Agreement.

"FINANCING PROPOSAL": the Financing Proposal from Lender to Borrower
dated April 19, 1996.

"FINOVA PURCHASE AGREEMENT": the meaning ascribed to such term in the
Recitals to this Agreement.

"FINOVA PURCHASE AGREEMENT TERMINATION": the meaning ascribed to such
term in Section 12.1 hereof.

"XXXXXXX GUARANTEE": the meaning ascribed to such term in the
Recitals to this Agreement, as such Guarantee is modified by the Guarantee
Amendment.

"FOURTH AMENDED DECLARATION": as defined in Section 6.17 hereof.

"GENERAL ASSIGNMENT": the General Collateral Assignment of Timeshare
Receivable Contracts, Notes and Deeds of Trust in the form attached hereto as
EXHIBIT I wherein Borrower assigns to Lender as collateral all right, title
and interest in the Instruments transferred to Borrower from Queen's Bay
which are "Receivables" as of the Closing Date as such term is defined in the
FINOVA Purchase Agreement.

"GUARANTEES": the Xxxxxxx Guarantee and the Queen's Bay Guarantee.

"GUARANTEE AMENDMENT": the Fourth Amendment of Guarantee and
Subordination Agreement to be executed by Xx. Xxxxxxx and delivered to Lender
pursuant to Section 5.1(a) hereof.

"GUARANTORS": Xxxxxx X. Xxxxxxx Guarantee and Queen's Bay Joint
Ventures.

"INCIPIENT DEFAULT": the occurrence of an event or omission which,
with the giving of notice or the passage of time, or both, constitutes an
Event of Default.

"INSTRUMENT": a promissory note, in substantially the form of EXHIBIT
B hereto which has arisen out of the sale of a Time-Share Interest by
Borrower to a Purchaser and is secured by a Purchaser Deed of Trust.

"INSURANCE POLICIES": such insurance policies required by, and
written by insurers and in amounts satisfactory to, Lender.

"LOAN DOCUMENTS": the Receivables Note, the Acquisition Deed of
Trust, as amended by the Acquisition Deed of Trust Amendment, the Xxxxxxx
Guarantee, as amended by the Guarantee Amendment, the Queen's Bay Guarantee,
the Environmental Certificate, the Lockbox Agreement, as amended by he
Lockbox Amendment, the Servicing Agreement, as amended by the Servicing
Agreement Amendment, the Subordination Agreement, as amended by the
Subordination Agreement Amendment, the General Assignment, the Services and
Fees Agreement, as amended by the Services and Fees Amendment, the
Assignments, this Agreement and the other documents and instruments executed
in connection with the Receivables Loan, together with any and all renewals,
extensions, amendments, restatements or replacements thereof, whether now or
hereafter existing.

"LOAN FEE": a fee in the amount of $100,000 to be paid by Borrower to
Lender as follows: (i) the initial deposit of $4,000 as set forth in
paragraph VI. A) of the Financial Proposal, of which Lender hereby
acknowledges receipt; and (ii) the sum of $96,000 which shall be payable in
four (4) equal installments of $24,000 each, payable at the time of the first
Advance in each calendar month following the initial Advance for four (4)
months.

"LOANS": collectively, the Receivables Loan, the F,F&E Loan and the
Acquisition Loan.

"LOCKBOX AGENT": Bank One of Arizona, N.A., or its successor as
lockbox agent under the Lockbox Agreement.

"LOCKBOX AGREEMENT": that certain Lockbox Agreement among Borrower,
Lender and Lockbox Agent dated June 14, 1994, as amended by that certain
Lockbox Agreement Amendment, together with any and all renewals, amendments,
restatements or replacements of it.

"LOCKBOX AGREEMENT AMENDMENT": that certain First Amendment of
Lockbox Agreement to be executed by Borrower, Lender and Lockbox Agent as
provided in Section 5.1(a) below.

"MARKETING EXPENSE": the aggregate of all costs and expenses for
commissions and sales relating to the sale of Time-Share interests,
including, but not limited to, all costs and expenses for advertising,
mailing, consumer premiums, referral and lead generation.

"MAXIMUM LOAN AMOUNT": the maximum principal amount of the
Receivables Loan outstanding at any one time, which shall not exceed the
lesser of:

(i) Twenty Three Million Dollars ($23,000,000); or

(ii) Thirty Million Dollars ($30,000,000), less the aggregate
principal balance at such time of the Acquisition Loan and the F,F&E
Loan.

"NET SALES": the gross sales of Time-Share Interests during the
applicable accounting period of Borrower reduced only by cancellations
thereof.

"OBLIGATIONS": each and every obligation, duty, covenant, undertaking
and condition of Borrower contained in the Loan Documents and each and every
other obligation of Borrower now or hereafter owing to Lender.

"OPENING RECEIVABLES PREPAYMENT DATE": the date two (2) years after
the Borrowing Term Termination Date.

"ORIGINAL DECLARATION: as defined in Section 8.16.

"PERFORMANCE" or "PERFORM": full, timely and faithful performance and
compliance by Borrower of its Obligations hereunder.

"PERMITTED ENCUMBRANCES": each and every restriction, reservation and
easement of record, including the items set forth on EXHIBIT F hereto
inchoate mechanics liens, inchoate liens for taxes and assessments, municipal
charges not yet due and payable, and fees due to purchase owner's
associations not yet due and payable, which individually and in the aggregate
do not, in Lender's reasonable judgment, render title to the property which
they encumber unmarketable.

"PERSON": an individual, corporation, partnership, joint venture,
trust, association, or other form of legal entity.

"PROJECT": London Bridge Resort, a time-share resort, located in Lake
Havasu, Arizona.

"PROJECT DOCUMENTS": the meanings set forth in Section 5.1(b) hereof.

"PURCHASE AGREEMENT"": a purchase Agreement in the form attached as
EXHIBIT B hereto which a Purchaser contracts to purchase a Time-Share
Interest from Borrower, together with the required disclosure documents in
the form attached as EXHIBIT B hereto.

"PURCHASER": a purchaser of a Time-Share Interest from Borrower.

"PURCHASER DEED OF TRUST": the purchase money mortgage or deed of
trust in the form attached as EXHIBIT B hereto given to secure an Instrument.

"QUEEN'S BAY": the meaning ascribed to such term in the Recitals to
this Agreement.

"QUEEN'S BAY GUARANTEE": that certain Partnership Guarantee and
Subordination Agreement to be executed by Queen's Bay and delivered to Lender
in accordance with Section 5.1(a) hereof.

"RECEIVABLES COLLATERAL": (a) all of the Instruments which are, now
or hereafter, assigned, endorsed or delivered to Lender pursuant hereto or
against which an Advance has been made: (b) all Purchase Agreements,
Purchaser Deeds of Trust, guarantees and other documents or instruments
evidencing or securing the obligations of the Purchasers and/or any other
person primarily or secondarily liable on such Instruments; (c) all policies
of insurance related to such

Instruments or delivered in connection therewith; (d) if any, all rights
under escrow agreements and all impound and/or reserve accounts pertaining to
the foregoing; (e) all files, books and records of Borrower pertaining to any
of the foregoing; and (f) the proceeds of the foregoing.

"RECEIVABLES LOAN": the revolving line of credit in the maximum
principal amount at any one time outstanding of $23,000,000 (as limited
herein), under which Lender shall make Advances to Borrower for the purposes
set forth herein, as evidenced by the Receivables Note.

"RECEIVABLES LOAN MATURITY DATE": the date which is seven (7) years
after the Borrowing Term Termination Date.

"RECEIVABLES NOTE": the Promissory Note in the form of EXHIBIT C
hereto, as from time to time modified, renewed, extended, replaced or
restated.

"SECURITY INTEREST": a perfected, direct and exclusive first security
interest under the Uniform Commercial Code of the State(s) in which any such
security interest needs to be perfected; provided that with respect to any
portion of the Receivables Collateral not covered by the Uniform Commercial
Code, it shall mean a direct and exclusive first lien on such property which
has been perfected against third parties in the manner provided by law.

SERVICING AGENT": FINOVA Portfolio Services, Inc.

"SERVICES AND FEES AGREEMENT": that certain Services and Fees
Agreement between Servicing Agent and Borrower dated June 14, 1994, as such
agreement is modified by the Services and Fees Amendment.

"SERVICES AND FEES AMENDMENT": that certain First Amendment of
Services and Fees Agreement to be executed by Borrower and Servicing Agent in
accordance with Section 5.1(a) of this Agreement.

"SERVICING AGREEMENT": the Servicing Agreement between Borrower,
Lender and Servicing Agent dated June 14, 1994, as such agreement is modified
by the Servicing Agreement Amendment.

"SERVICING AGREEMENT AMENDMENT": that certain First Amendment of
Servicing Agreement to be executed by Borrower, Lender and Servicing Agent in
accordance with Section 5.1(a) of this Agreement.

"SUBORDINATING PARTIES": collectively, Queen Bay Associates Limited
Partnership, a New York limited partnership, ARG, Inc., a Delaware
corporation, American Realty Management, Inc., a Pennsylvania corporation,
and IMC, Inc., a Pennsylvania corporation.

"SUBORDINATION AGREEMENT": that certain Subordination Agreement dated
June 14, 1994, among Subordinating Parties and Lender, as amended by that
certain First Amendment of

Subordination Agreement dated June 20, 1995, that certain Second Amendment of
Subordination Agreement dated October 30, 1995, and by the Subordination
Agreement Amendment.

"SUBORDINATION AGREEMENT AMENDMENT": that certain Fourth Amendment of
Subordination Agreement among Subordinating Parties and Lender executed and
delivered in accordance with Section 5.1(a) of this Agreement.

"TIME-SHARE INTEREST": the estate described in EXHIBIT H in the
Project or the right to the exclusive use of a Unit and to the non-exclusive
use of the Project common areas for a one week period.

"TITLE COMPANY": Xxxxxxx Title Guaranty Company.

"TITLE POLICY": Policy No. M-9994-1214972, issued by the Title Company
as of November 2, 1995.

"UNIT": a specified unit of the Project.

II. RECEIVABLES LOAN COMMITMENT

2.1 ADVANCES OF RECEIVABLES LOAN. Subject to the terms and
conditions hereinafter set forth, Lender will, from time to time during the
Borrowing Term, make Advances to Borrower in amounts not in excess of (a) the
then Borrowing Base less (b) the then unpaid principal balance of the
Receivables Loan; provided, at no time shall the unpaid principal balance of
the Receivables Loan exceed the Maximum Loan Amount. Lender shall have no
obligation to make any Advance after the Borrowing Term Termination Date.

2.2 RECEIVABLES LOAN TERM. Lender's obligation to make Advances
under the Receivables Loan shall terminate on the Borrowing Term Termination
Date, as such date may be from time to time extended by Lender in its sole
discretion. The Receivables Loan shall mature, and all outstanding interest,
principal and other fees and charges payable under the Loan Documents with
respect to the Receivables Loan shall be due and payable in full on the
Receivables Loan Maturity Date.

2.3 PAYMENT OF INTEREST ON THE RECEIVABLES LOAN. Interest on the
unpaid principal balance of the Receivables Loan from time to time
outstanding at the rate set forth in the Receivables Note shall be payable
monthly, commencing with the last day of the last full calendar month
following the initial Advance and continuing on the last day of each month
thereafter until all indebtedness of Borrower to Lender under the Receivables
Loan is paid in full.

2.4 PAYMENT OF PRINCIPAL ON THE RECEIVABLES LOAN. During the
Amortization Term, all amounts collected on the Eligible Instruments as
provided in Article VI hereof not applied to accrued and unpaid interest on
the Receivables Loan until the same is paid in full as more particularly set
forth in such Article VI; provided, however, all such accrued and unpaid
interest and outstanding principal shall be due and payable on the
Receivables Loan Maturity Date.

2.5 RECEIVABLES LOAN A REVOLVING LINE OF CREDIT. The Receivables
Loan is a revolving line of credit against which, during the Borrowing Term,
Borrower shall have the right to obtain Advances, repay Advances and obtain
additional Advances (all subject to the Maximum Loan Amount). All advances
shall constitute a single Receivables Loan.

III. SECURITY

3.1 ACQUISITION DEED OF TRUST AMENDMENT. To secure the Performance
of all of the Obligations, Borrower shall execute and deliver the Acquisition
Deed of Trust Amendment to Lender, on Lender's form. The Acquisition Deed of
Trust, as amended by the Acquisition Deed of Trust Amendment, shall be a
first and prior lien on the property described therein, and shall assign all
leases and rents on the such property to Lender, all subject only to the
Permitted Encumbrances.

3.2 SECURITY INTEREST IN RECEIVABLES COLLATERAL. To secure the
Performance of all of the Obligations, Borrower hereby grants to Lender a
Security Interest in and assigns to Lender the Receivables Collateral. The
Security Interest shall be absolute, continuing and applicable to the
Acquisition Loan, all existing and future Advances and to all of the
Obligations; and all of the Receivables Collateral shall secure repayment of
the Loans and the Performance of the other Obligations. As security for the
Loans and Performance of the Obligations, Borrower will unconditionally
deliver and endorse to Lender, with full recourse, all Instruments and will
execute and deliver to Lender recordable absolute Assignments with respect to
such Instrument and the related Purchase Agreements and Purchaser Deeds of
Trust. Lender is and shall be the attorney-in-fact of Borrower with respect
to the collection and remittance of payments on the Receivables Collateral
with full power and authority to give instructions with respect to the
collection and remittance of such payments and to endorse payment items for
the purpose of applying the payments to principal and interest under the
Receivables Loan as set forth in this Agreement. Unless an Event of Default
has occurred and is continuing, Lender shall have no right under said power
of attorney and no right to take any of the actions specified in Section
9.2(c) hereof. Borrower has its chief executive office and principal place
of business at 0000 Xxxxx'x Xxx Xxxx, Xxxx Xxxxxx, Xxxxxxx 00000 and will
promptly notify Lender of any change in such address. Upon Performance of
the Obligations, Lender will deliver to Borrower, re-assign and/or endorse to
Borrower, without recourse or warranty of any kind, the Receivables
Collateral.

3.3 REPLACEMENT OF INELIGIBLE INSTRUMENTS. If a previously
Eligible Instrument that is part of the Receivables Collateral ceases to
qualify as, or is otherwise determined not to be, an Eligible Instrument,
then within thirty (30) days after it receives notice thereof and the reasons
therefore, Borrower will either (i) pay to Lender an amount equal to the then
Borrowing Base of the ineligible Instrument, or (ii) replace such ineligible
Instrument with an Eligible Instrument against which an Advance could be made
in an amount not less than the Borrowing Base of the ineligible Instrument
being replaced. Simultaneously with the delivery of the replacement Eligible
Instrument to Lender, Borrower will deliver to Lender all of the items
(except for a "Request for Advance and Certification") required to be
delivered by Borrower to Lender

pursuant to Section 5.2(a) hereof, together with a Borrower's Certificate in
form and substance identical to EXHIBIT D hereto. The replaced ineligible
Instrument shall be reassigned to Borrower.

3.4 GUARANTEES. Borrower will deliver or cause to be delivered to
Lender and thereafter will maintain or cause to be maintained in full force
and effect according to the terms thereof the Guarantees from the Guarantors
and the Subordination Agreements from all persons required to subordinate to
the Loans pursuant to Section 8.11 hereof.

IV. TITLE INSURANCE

4.1 TITLE INSURANCE OF AMENDED ACQUISITION DEED OF TRUST.
Borrower, at its cost and expense, shall cause the Title Company to issue to
Lender, at the time of the disbursement of the initial Advance, an
endorsement to the Title Policy insuring the Acquisition Deed of Trust, as
amended by the Amendment of Acquisition Deed of Trust, in Lender's favor to
be a valid first lien and encumbrance on the property described therein,
subject only to those matters set forth in Schedule B of the Title Policy.

4.2 TITLE INSURANCE ON PURCHASE DEEDS OF TRUST. At the time of
delivery of an Assignment, Borrower will, at its expense, deliver to Lender a
policy or policies of title insurance insuring Lender's interest in the
Purchaser Deeds of Trust which are the subject of the Assignment. Such
policy or policies shall be in the amount of the Advances made against (or,
in the case of substitutions, the portion of the Receivables Loan
attributable to) the Instruments secured by the insured Purchaser Deeds of
Trust; and shall be issued by a title insurer and be in form and substance
satisfactory to Lender in its discretion.

V. CONDITIONS PRECEDENT

5.1 CONDITIONS PRECEDENT TO FUNDING. Lender shall have no
obligation to make the initial Advance until the conditions set forth in this
Section 5.1 have been satisfied at the expense of Borrower, as determined by
Lender in its discretion.

(a) LOAN DOCUMENTS. Borrower shall have delivered to Lender
the following Loan Documents, duly executed, delivered and in form
(including, when appropriate, form required for recording or filling) and
substance satisfactory to Lender:

(i) a Promissory Note in form and substance identical to
EXHIBIT C hereto;

(ii) the Guarantee Amendment in form satisfactory to
Lender, executed by Xx. Xxxxxxx, and a Fourth Amendment of
Spousal Waiver in form acceptable to Lender executed by
Xxxxx X. Xxxxxxx, amending that certain Spousal Waiver
executed by Xxxxx X. Xxxxxxx and delivered to Lender dated
June 14, 1994, as amended by that certain First Amendment
of

Spousal Waiver dated June 20, 1995, and as further amended
by that certain Second Amendment of Spousal Waiver dated
October 30, 1995;

(iii) the Queen's Bay Guarantee in form satisfactory to
Lender, executed by Queen's Bay;

(iv) the General Assignment;

(v) the Assumption Agreement;

(vi) conveyance of the Project and the Instruments by
Queen's Bay to Borrower;

(vii) the Environmental Certificate in form and substance
satisfactory to Lender executed by Borrower;

(viii) the Acquisition Deed of Trust Amendment in form and
substance satisfactory to Lender executed by Borrower;

(ix) the Lockbox Agreement Amendment in form and
substance satisfactory to Lender executed by Lockbox Agent
and Borrower;

(x) the Subordination Agreement Amendment in form and
substance satisfactory to Lender executed by the
Subordinating Parties;

(xi) the FINOVA Purchase Agreement Termination in form
and substance satisfactory to Lender executed by Lender and
Queen's Bay;

(xii) the Services and Fees Amendment in form and
substance satisfactory to Lender executed by Servicing
Agent and Borrower;

(xiii) the Servicing Agreement Amendment in form and
substance satisfactory to Lender executed by Borrower and
Servicing Agent;

(xiv) UCC financing statements for filing and/or
recording, as appropriate, where necessary to perfect the
Security Interest n the Receivables Collateral and all
other security for the Performance of the Obligations which
is subject to Article 9 of the Uniform Commercial Code;

(xv) a favorable opinion or opinions from Borrower's and
Guarantors' independent legal counsel as to such matters as
Lender shall require, including, without limitation, an
opinion on the regulatory approvals obtained by Borrower
authorizing Borrower to sell Time-Share Interests, all in
form and substance substantially identical to EXHIBIT E
hereto;

(xvi) the Acquisition Loan Agreement Amendment in form
and substance satisfactory to Lender executed by Borrower;

(xvii) this Agreement; and

(xviii) a Request for Advance and Disbursement Instructions
in form acceptable to Lender with respect to funding the
initial Advance.

(b) OTHER ITEMS AND DOCUMENTS. Borrower shall have
delivered to Lender in form and substance satisfactory to Lender:

(i) evidence that Borrower is duly organized, and
validly existing under the laws of Delaware and is duly
qualified to do business in each jurisdiction in which it
is required pursuant to Section 8.1 hereof;

(iv) a corporate borrowing resolution authorizing and
directing Borrower to enter into the Receivables Loan and
Assumption Agreement, to execute and deliver the Loan
Documents, and to take all other actions required in
connection therewith;

(iii) a condominium map of the Project or other surveys
and certifications by surveyors or engineers acceptable to
Lender, showing dimensions of the Project, access thereto,
street lines, easements and other details, together with
other evidence satisfactory to Lender that the Project
complies with all applicable laws, rules and regulations
and public and private restrictions affecting the use of
the Project;

(iv) the insurance policies required pursuant to
Section 8.8 hereof;

(v) the commitment of the Title Company to issue the
Title Policy endorsement as specified herein;

(vi) evidence that the Project is not located within a
"special flood hazard" area as such term is used in the
National Flood Insurance Act of 1968, as amended and
supplemented by the Flood Disaster Protection Act of 1973,
and in regulations, interpretations and rulings thereunder;
and

(vii) Borrower shall have executed and delivered
instruments in form and substance satisfactory to Lender
terminating the rights and obligations to Borrower and
Lender under the FINOVA Purchase Agreement, and under the
Reserve Account.

(c) NO MATERIAL CHANGE. No material adverse change shall
have occurred in the Project or in Borrower's or Guarantor's business or
financial condition since the date of the

latest financial and operating statements given to Lender by or on behalf of
Borrower or Guarantors.

(d) WARRANTIES AND REPRESENTATIONS. There shall have been
no change in the warranties and representations made by Borrower or
Guarantors in the Loan Documents.

(e) NO DEFAULT. No Event of Default or Incipient Default
shall have occurred and be continuing.

(f) PAYMENT OF LOAN FEE. Borrower shall have paid to Lender
all of the Loan Fee for the Receivable Loan required to be paid by the
Closing Date.

(g) TITLE TO PROPERTY. Evidence that on the Closing Date,
Borrower shall have good and marketable title to all property upon which
Lender is to be granted a lien and security interest.

(h) PERFECTION OF LIENS. Evidence that the liens and
security interests in the collateral to be granted to Lender have been duly
perfected as first and prior liens and security interests, and that there are
no other financing statements or liens filed against Borrower or the property
of Borrower, except the Permitted Encumbrances and those that are approved by
Lender.

(i) LOAN COSTS. Borrower shall have paid to Lender any
known third-party expenses (including, without limitation, appraisal fees,
Lender's outside attorney's fees and costs, Lender's out-of-pocket costs,
brokerage commissions, environmental assessment fees, costs and premiums
related to the examination and insurance of title and survey fees). Borrower
shall not be obligated to reimburse Lender for Lender's outside attorney's
fees for documenting and closing the Receivables Loan (and for documenting
and closing the assumption by Borrower of that certain Equipment Loan from
Lender to Queen's Bay in the original principal amount of $336,297 dated
September 8, 1995) in excess of $28,000, plus the out-of-pocket costs of such
attorneys; provided that during the course of the transaction (i) no
significant unforeseen issues arise, (ii) there are no protracted
negotiations among the parties, and (iii) all pertinent parties respond
promptly to the requests of Lender.

(j) AFFILIATED PARTY FINANCING. Such documents as Lender
shall require to establish that any and all indebtedness owed by Borrower to
its shareholders, directors, beneficiaries, offers or partners, or to any
relatives or Affiliates of Borrower or to any of the foregoing, is and shall
be fully subordinate to Borrower's indebtedness to Lender, all such
subordinations to be in form and substance satisfactory to Lender.

(l) TAX, LIEN AND LITIGATION SEARCHES; REFERENCES. Lender
shall be satisfied with the results of lien, tax lien, litigation and
judgement searches and with bank and credit references with respect to
Borrower and of Guarantors and the Project.

(m) ACCESS, PARKING AND COMMON AREAS. Evidence satisfactory
to Lender that all easements and other agreements providing for public access
to, adequate parking for, and maintenance of any common areas related to the
Project are in effect, fully enforceable, and fully assignable to Lender as
part of its collateral.

(n) XX. XXXXXXX'X FINANCIAL STATEMENTS. Xx. Xxxxxxx shall
have submitted to Lender such tax returns and financial statements (including
a complete set of notes to Xx. Xxxxxxx'x December 31, 1995 financial
statements) and information as Lender may require and Lender shall approve
the financial condition of Xx. Xxxxxxx.

(o) BORROWER AND QUEEN'S BAY FINANCIAL INFORMATION.
Borrower shall have provided financial statements current to within 90 days
of the Closing Date, and Queen's Bay shall have provided audited financial
statements, to Lender dated as of December 31, 1995, and Lender shall be
satisfied with the financial condition of Borrower and Queen's Bay as set
forth on such financial statements. Queen's Bay and Borrower shall provide
Lender with a statement that there has been no material adverse change to its
financial condition since the most recent financial statements provided to
Lender.

(p) EXCHANGE AFFILIATION. Evidence satisfactory to Lender
that the Project is affiliated with Interval International, Inc. or Resort
Condominiums International, Inc., or both.

(q) TAXES. Evidence that all taxes and assessments levied
against or affecting the Property, the Receivables Collateral or any other
collateral for the Receivables Loan have been paid current.

5.2 CONDITIONS PRECEDENT TO ALL ADVANCES. In addition to the
conditions precedent set forth in Section 5.1 above, Lender shall have no
obligation to make the initial Advance or any subsequent Advance until
Borrower shall have delivered to Lender, in form and substance satisfactory
to Lender, at least five (5) days prior to the date of the Advance, except
for the documents required by item (b)(ii) of EXHIBIT G attached hereto and
by this reference incorporated herein which must be delivered at least thirty
(30) days prior to the date of the Advance:

(a) EXHIBIT G ITEMS. The items described in EXHIBIT G
hereto;

(b) SERVICING AND COLLECTION. A Servicing Agreement, a
Lockbox Agreement and a Services and Fees Agreement providing for the
servicing and collection of the Instruments assigned to Lender;

(c) SALE APPROVALS. A copy of the registrations/consent to
sell and the final subdivision public reports/public offering
statements/prospectuses and/or approvals thereof required to be issued by or
used in Arizona and/or California and/or other jurisdictions where Time-Share
Interests have been offered for sale or sold;

(d) PURCHASE DOCUMENTS. A copy of all documents and
exhibits (including, without limitation, the exchange network affiliation
contract, the Project governing documents, the Project management agreement,
advertising materials, and the Purchase Agreement, Purchaser Deed of Trust,
and other consumer documents) which have been or are being used by Borrower
in connection with the Project or the sale of Time-Share Interests;

(e) UTILITIES. Evidence satisfactory to Lender that all
utilities, including without limitation, water, gas and electricity, are
available to the Project in amounts necessary for its present use;

(f) OTHER. Such other items as Lender requests which are
reasonably necessary to evaluate the request for the Advance and the
satisfaction of the conditions precedent thereto.

5.3 ADDITIONAL PROVISIONS CONCERNING ADVANCES.

(a) MINIMUM ADVANCES. Advances shall not be made more
frequently than twice monthly or in amounts less than $100,000 per Advance,
provided, however, Borrower shall pay Lender an advance fee of $500 for the
second Advance in any month.

(b) DISBURSEMENT OF ADVANCES. Advances may be disbursed by
wire transfer, checks or drafts payable to Borrower; or at the option of
Lender after Borrower's written request, to others, either severally or
jointly with Borrower, for the credit or benefit of Borrower.

(c) CONDITIONS FOR LENDER'S BENEFIT. Although Lender shall
have no obligation to make an Advance unless and until all of the conditions
thereto set forth herein have been satisfied, Lender may, at its sole
discretion, make Advances prior to that time without waiving or releasing any
of the Obligations, but Borrower shall continue to be required to strictly
Perform all such Obligations.

VI. RECEIVABLES LOAN AND COLLECTION OF INSTRUMENTS

6.1 RECEIVABLES NOTE. The Receivables Loan shall be evidenced by
the Receivables Note and shall be repaid according to the terms thereof and
such provisions of this Agreement as are applicable.

6.2 MAINTAINING BORROWING BASE LIMITATIONS. Subject to Borrower's
rights pursuant to Section 3.3 hereof, if for any reason the aggregate
principal amount of the Receivables Loan outstanding at any time shall exceed
the then Borrowing Base, Borrower, within three (3) business days of notice
thereof, will immediately make to Lender a principal payment in an amount
equal to such excess plus accrued and unpaid interest thereon.

6.3 COLLECTION OF INSTRUMENTS.

(a) LOCKBOX AGENT. Lockbox Agent, as agent for Lender,
shall collect payments on all Instruments constituting Receivables Collateral
and remit them to Lender on the last day of each and every month according to
the terms of the Servicing Agreement, Lockbox Agreement and Services and Fees
Agreement. Borrower will immediately forward all payments received by it on
Eligible Instruments which are a great of the Receivables Collateral prior to
an Event of Default, and on all Instruments which are a part of the
Receivables Collateral after an Event of Default, to Lockbox Agent for
Lender; provided, however, the obligation to make, or any requirement that
Lender receive, payments called for in the Loan Documents with respect to the
Receivables Loan will not be deemed satisfied until Lender actually receives
such payments from Lockbox Agent. For the purpose of determining the
adequacy of such payments, Borrower will cause Servicing Agent to furnish to
Lender and Borrower at Borrower's cost and expense, no later than the 10th
day of each month commencing with the first full calendar month following the
date hereof, a report meeting the following requirements: (i) shows as the
end of the prior month with respect to each Instrument which is used in
making Borrowing Base computations or otherwise constitutes part of the
Receivables Collateral (A) all payments received during the prior month on
the Instrument, allocated as between principal, interest, late charges, taxes
and the like, (B) the opening and closing balances during the prior month on
each such Instrument, (C) present value (if required by Lender) and (D)
extensions, refinances, prepayments, and other similar adjustments; and (ii)
itemizes the Instruments which are used in making Borrowing Base computations
or otherwise constitute part of the Receivables Collateral to show
delinquencies of 30, 60, 90 and in excess of 90 days. On the basis of such
reports, Lender will compute the amount, if any, which was due and payable by
Borrower on the Receivables Loan on the last day of the preceding month and
will notify Borrower as soon as possible of any amount due. If such reports
are not timely received, Lender may estimate the amount which was due and
payable; and, in such event, Borrower will pay upon demand the amount
estimated by Lender to be due and payable, or prove to Lender that no amount,
or a lesser amount, is so due and payable. If payment is made on the basis
of Lender's estimate and thereafter reports required by this section are
received by Lender, the estimated payment amount shall be adjusted by an
additional payment or a refund to the correct amount, as the reports may
indicate; such additional amount to be paid by Borrower upon demand and such
refund to be made by Lender within five (5) business days after receipt of
written request therefor by Borrower.

(b) SUCCESSOR AGENTS. Lender, subject to any restriction
thereon contained in the Servicing Agreement or Lockbox Agreement, may at any
time from time to time in its discretion substitute a successor or successors
to any of the Agents if such agent is not satisfactorily performing its
obligations thereunder.

6.4 APPLICATION OF COLLECTED PROCEEDS. Subject to Lender's rights
under Article VII hereof, all proceeds form the Receivables Collateral (except
payments which are identified by Purchasers as tax and insurance impounds or
maintenance and other assessment payments and are required to be so treated by
Borrower) shall be applied first to the payment of all costs, fees and expenses
required by the Loan Documents with respect to the Receivables Loan to be paid
by Borrower, second to accrued and unpaid interest due on the Receivables Note,
third to the unpaid

principal balance of the Receivables Note, and then to the other Obligations
in such order and manner as Lender may determine. Unless and until all the
Obligations have been Performed, Borrower shall have no right to any portion
of the proceeds of the Receivables Collateral except as set forth herein.

6.5 BORROWER'S OBLIGATIONS IF PROCEEDS INADEQUATE. Whether or not
the proceeds from the Receivables Collateral shall be sufficient for that
purpose, Borrower will pay when due all payments required to be made pursuant
to the Receivables Note or the other Loan Documents with respect to the
Receivables Loan; and any and all amounts payable by Borrower under the
Receivables Note or the other Loan Documents with respect to the Receivables
Loan shall be paid without notice (except as otherwise expressly provided
therein), demand, counterclaim, set-off, deduction, recoupment or defense,
and without abatement, suspension, deferment, diminution or pro-ration by
reason of any circumstances or occurrence whatsoever, Borrower's Obligation
to make such payments being absolute and unconditional; provided, however,
that if the proceeds the Receivables Collateral are insufficient in any
month, Borrower shall receive written notice thereof form Lender and shall
have five days after such notice to cure such insufficiency.

6.6 CUSTODIAL FEE. Borrower shall pay to Lender a custodial fee
equal to $10 for each Eligible Instrument pledged and assigned to Lender as
provided herein. Lender shall act as custodian for all Instruments pledged
and delivered to Lender.

VII. PREPAYMENT

7.1 PREPAYMENT OF RECEIVABLES LOAN. Borrower is not entitled to
prepay, in whole or in part, the Receivables Loan until the Opening
Receivables Prepayment Date. Thereafter, if (a) no Event of Default or
Incipient Default exists, (b) Borrower has paid all sums due and payable to
Lender in connection with the Receivables Loan, and (c) Borrower has given
Lender at least thirty (30) days' prior written notice of he prepayment and
paid to Lender at the time of prepayment a prepayment premium equal to a
percentage, determined as set forth below, of the then principal balance of
the Receivables Loan, then Borrower shall have the option to prepay the
Receivables Loan in full, but not in part, on any date an installment is due
on the Receivables Note. If there should occur a casualty to or condemnation
of the Project or an acceleration of maturity following an event of Default
and such occurrence results in prepayment of the Receivables Loan, a
prepayment premium will be required in the amount specified below (but if
such occurs prior to the Opening Receivables Prepayment Date, Borrower will
pay to Lender with a prepayment premium equal to a five percent (5%) of the
then principal balance of the Receivables Loan).

Month of Prepayment Prepayment Premium
------------------- ------------------

Months 1 through and including Prepayment Closed
Month 24

Months 25 through and including 4% of principal balance outstanding
Month 48

Months 49 through and including 3% of principal balance outstanding
Month 72

Months 74 through and including 2% of principal balance outstanding
Month 83

Notwithstanding anything in this Section 7.1 or elsewhere to the contrary the
application by Lender of proceeds of the Instruments colleted by Lockbox
Agent to the principal balance of the Receivables Loan shall not be
considered prepayments subject to the prepayment premium.

7.2 UNAUTHORIZED PREPAYMENT. In the event Borrower makes any
partial prepayment not permitted under the Loan Documents, such prepayment
shall be deemed a payment of principal as of the Receivables Loan Maturity
Date, and interest shall continue to accrue on the respective Loan as if such
prepayment had not been made until such Maturity Date.

VIII. BORROWER'S ADDITIONAL REPRESENTATIONS,
WARRANTIES AND COVENANTS

8.1 DUE ORGANIZATION AND AUTHORITY.

(a) GOOD STANDING. Borrower is, and will remain at all
times, duly organized, validly existing and in good standing under the laws
of Delaware and Arizona and in each jurisdiction in which it is selling
Time-Share Interests or where the location or nature of its properties or its
business makes such qualification necessary. Borrower has full authority to
Perform the Obligations and to carry on its business and own its property.

(b) POWER AND AUTHORITY; ENFORCEABILITY. Borrower has full
power and authority to pledge the Instruments to Lender, to grant the
Security Interest in any security required pursuant to this Agreement and to
execute and deliver the Loan Documents and to Perform the Obligations. All
action necessary and required by the joint venture partnership agreement for
the execution and delivery of the Loan Documents have been duly and
effectively taken. The Loan Documents are and shall be legal, valid, binding
and enforceable against Borrower; and do not violate the Applicable Usury Law
or constitute a default or result in the imposition of a lien under the terms
or provisions of any agreement to which Borrower is a party. No consent of
any governmental agency or any other person not a party to this Agreement is
or will be required as a condition to the execution, delivery or
enforceability of the Loan Documents.

8.2 LITIGATION.

(a) NO LITIGATION. There is no action, litigation or other
proceeding pending or, to Borrower's knowledge, threatened before any
arbitration tribunal, court, governmental agency or administrative body
involving Borrower, its property or the Project which might materially
adversely affect the Performance of the Obligations, the Project, the
business or financial condition of Borrower, or the ability of Borrower to
Perform the Obligations.

(b) NOTICE OF PROCEEDING. If Borrower or Guarantor becomes
a party to any action, litigation or other proceeding which asserts a
material claim against Borrower and/or a Guarantor, or Borrower becomes the
subject of an investigation by a governmental agency or administrative body
with respect to the Project, then Borrower will within ten (10) days after it
obtains knowledge thereof notify Lender of such action, litigation,
proceeding or investigation and the particulars thereof. Thereafter, if
requested by Lender, Borrower will report to Lender with respect to the
status of such matter and the particulars thereof.

8.3 TIME-SHARE INTERESTS.

(a) SALES ACTIVITY. Borrower has sold or has offered for
sale Time-Share Interests only in the state in which the Project is located
and the State of California and all sales have been made at the Project or in
the State of California. Before it sells or offers for sale Time-Share
Interests in jurisdictions other than the state in which the Project is
located and the State of California, Borrower will promptly notify Buyer and
provide Buyer with evidence that it has complied with all laws of such
jurisdiction governing its proposed conduct.

(b) COMPLIANCE WITH LAWS. Borrower has complied, and will
comply, with all laws and regulations of the state in which the Project is
located and all other governmental jurisdictions in which the Project is
located or in which Time-Share Interests have been sold or offered for sale.

(c) ZONING COMPLIANCE. The time share use and occupancy of
Units will not violate or constitute a non-conforming use under any private
covenant or restriction or any zoning, use or similar law, ordinance or
regulation affecting the use or occupancy of the Project.

8.4 ELIGIBLE INSTRUMENTS.

(a) ELIGIBLE INSTRUMENTS. Each Instrument sold to Buyer
pursuant to this Agreement shall be an Eligible Instrument. Borrower has
Performed all its obligations to Purchasers, and there are no executory
obligations to Purchasers to be Performed by Borrower. Borrower further
warrants and guarantees the enforceability of the Instruments.

(b) NO PREPAYMENT. Borrower will not pay or advance
directly or indirectly for the account of any Purchaser any sum owing by the
Purchaser under any Instrument which constitutes part of the Receivables
Collateral.

(c) FULFILL OBLIGATIONS TO PURCHASERS. Borrower at all
times will fulfill and will cause its affiliates, agents and independent
contractors at all times to fulfill all obligations to Purchasers.

(d) DOCUMENTS DELIVERED TO LENDER. True and complete copies
of the Project governing documents, the purchase contract form, the deed
form, the Instrument form, the Purchaser Deed of Trust form, advertising
materials and other documents and exhibits thereto which have been and are
being used by Borrower in connection with the Project and the sale or

offering for sale of Time-Share Interests have been delivered to Lender.
Except for the annexation of additional units to the Project, Borrower,
without the prior written consent of Lender, will not cancel or materially
modify any such documents except as required by law. Borrower will perform
all of its obligations under the Project governing documents.

(e) ASSESSMENTS AND RESERVES. Each Purchaser is a member of
a Project owners' association or associations having authority to levy annual
assessments to cover the costs of maintaining and operating the Project. To
Borrower's knowledge, each owners' association is solvent; currently levied
assessments are adequate to cover such costs and to establish and maintain a
reasonable reserve for capital improvements; and there are no events which
could give rise to a material increase in such costs. Borrower will use its
best efforts to: (i) cause each owner's association to (A) discharge its
obligations under the Project governing documents and (B) maintain the
reserve described above; and (ii) so long as Borrower controls a Project
owners' association, pay to such owners' association not less often than
every 12 months hereafter the difference between (A) the cumulative total
amount of the maintenance and operating expenses incurred by such
association, together with a reasonable reserve for capital improvements and
the amount of any installment of real property taxes currently due and
payable with respect to the Project and related amenities, through the end of
the calendar month preceding the month in which such payment is made and (B)
the cumulative total amount of assessments payable to the association by
owners other than Borrower through the end of the calendar month preceding
the month in which such payment is made.

(f) GOOD AND MARKETABLE TITLE. Except as otherwise
permitted and disclosed by the Project governing documents, the Project
owners' association(s) or the owners of Time-Share Interests in common own(s)
and/or have the right to use (i) all the common areas in the Project and
other amenities which have been promised or represented as being available to
Purchasers, free and clear of liens and security interests except for the
Permitted Encumbrances; and (ii) all access road and utilities and off-site
improvements necessary to the use of the Project have been dedicated to
and/or accepted by the responsible governmental authority or utility company.
Borrower will maintain or cause to be maintained in good condition and
repair all amenities and common areas which have been promised or represented
as being available to Purchasers and all road and off-site improvements which
are not the responsibility of the Project owners' association(s) to maintain
and repair and have not been dedicated to or accepted by the responsible
governmental authority or utility company. Borrower will maintain a
reasonable reserve to assure compliance with the terms of the foregoing
sentence.

8.5 COLLECTIONS. Borrower will undertake the diligent and timely
collection of amounts delinquent under each Instrument which constitutes part
of the Receivables Collateral and will bear the entire expense of such
collection. Lender shall have no obligation to undertake any action to
collect under any Instrument.

8.6 NOTICE OF LENDER'S INTEREST. Lender may notify Purchasers of
the existence of Lender's lien interest in the Receivables Collateral and
request from Purchasers any information relating to the Receivables
Collateral. Borrower will deliver such notice under its letterhead, or as
otherwise required by law, if requested.

8.7 NO TRANSFER. Borrower, without the prior written consent of
Lender, will not: (a) sell, lease, transfer or dispose of all or
substantially all of its assets to another entity; or (b) permit or suffer to
exist any transfer of the ownership interests or control of Borrower or any
general partner of Borrower.

8.8 INSURANCE. Borrower will maintain and pay the cost of the
Insurance Policies and will deliver copies of the Insurance Policies to
Lender.

8.9 NO MISREPRESENTATIONS/RELIANCE.

(a) NO MISREPRESENTATIONS. The Loan Documents and all
certificates, financial statements and written materials furnished to Lender
by or on behalf of Borrower do not contain any untrue statement of a material
fact or omit to state a fact which materially adversely affects or in the
future may materially adversely affect the Receivables or the business or
financial condition of Borrower or the Project.

(b) RELIANCE. Lender's examination, inspection, or receipt
of information pertaining to the Receivables or the Project and its proposed
operation shall not in any way be deemed to reduce the full scope and
protection of the warranties, representations and Obligations contained in
this Agreement.

8.10 REPORTS AND FINANCIAL INFORMATION.

(a) SALES REPORTS. On or before the 10th day of each month,
Borrower will cause to be furnished to Lender (i) the reports required
pursuant to Section 6.3(a) and (ii) if requested by Lender, a sales report
for the prior month showing the number of sales of Time-Share Interests,
their aggregate dollar amount and related down payments. So long as FINOVA
Portfolio Services, Inc. acts as Servicing Agent, it shall not be a default
hereunder if the reports required under subparagraph (i) above are not
received by the required due date.

(b) FINANCIAL INFORMATION. Borrower will furnish or cause
to be furnished to Lender within 45 days of each fiscal quarter end and
within 90 days after each fiscal year of the subject, a copy of the current
quarterly or annual financial statements, as the case may be, of Borrower,
each Guarantor (on an annual basis only) and the Project owners'
association(s). Such financial statements shall contain a balance sheet as
of the end of the relevant fiscal period and statements of income and of cash
flow for such fiscal period (together, in each case, with the comparable
figures for the corresponding period of the previous fiscal year), all in
reasonable detail. All financial statements shall be prepared in accordance
with generally accepted accounting principles, consistently applied. All
financial statements required pursuant to this Section shall be certified by
the chief financial officer or managing general partner, as the case may be,
of the subject of such statements. Annual statements of Borrower shall be
audited and certified by a recognized firm of certified public accountants
reasonably satisfactory to Lender. Annual statements of the Project owners'
association shall be audited by a recognized firm of certified public
accountants reasonably satisfactory to Lender. Annual statements of Xxxxxx
X. Xxxxxxx shall be certified by him as true and complete. Together with such
financial statements,

Borrower will deliver to Lender a certificate signed by the managing general
partner of Borrower stating that there exists no Event of Default or
Incipient Default or, if any such Event of Default or Incipient Default
exists, specifying the nature and period of its existence and what action
Borrower proposes to take with respect to it.

(c) PROJECT AND SALES INFORMATION. Borrower will deliver to
Lender from time to time, as available, and promptly upon amendment or
effective date, current price lists, sales literature, registrations/consents
to sell, final subdivisions public reports/public offering
statements/prospectuses, purchase documents, and any other items requested by
Lender which relate to the Time-share Interests.

(d) INSPECTIONS. Lender may inspect the Project and
inspect, audit and copy Borrower's records on an annual basis, and may
inspect the Project and such records at such additional time or times as
Lender may deem necessary after the occurrence of an Event of Default not
waived by Lender. Borrower shall reimburse Lender for all travel and out of
pocket expenses of Lender incurred in connection with any such inspections.
Borrower shall make available such further information as Lender may from
time to time reasonably request.

(e) BUDGETS FOR PROJECTS. Borrower will submit to Lender
annually, within 10 days after each is available, proposed annual maintenance
and operating budgets of the Project owners' association(s), certified to be
adequate by the managing agent for such association(s) and a statement of the
annual assessment to be levied upon the Purchasers; and will use its best
efforts to cause to be made available to Lender for inspection, auditing and
copying, upon Lender's request, the books of account, logs and records of the
Project owners' association(s).

8.11 SUBORDINATION. Borrower will cause any and all indebtedness
owing by it to its shareholders, directors, officers or partners, as the case
may be, Guarantor(s), or the relatives and affiliates of Borrower or the
foregoing to be subordinated in all aspects to the Obligations; provided,
however, that if no Event of Default or Incipient Default is outstanding,
such subordination shall not extend to reasonable salaries or to fees at
normal and customary rates for services actually rendered.

8.12 NO DEFAULT FOR THIRD PARTY OBLIGATIONS. Borrower is not in
default of any payment on account of indebtedness for borrowed money or of
any repurchase obligations in connection with a receivables purchase
financing, or in violation of or in default under any material term in any
agreement, order, decree or judgment of any court, arbitration or
governmental authority to which it is a party or by which it is bound.

8.13 TAXES PAID. Borrower has filed all tax returns and paid all
taxes, assessments, levies and penalties, if any, required to be filed by it
or paid by it to any governmental or quasi-governmental authority or
subdivision, including real estate taxes and assessments relating to the
Project. Borrower will provide to Lender not more than 30 days after such
taxes and assessments become due evidence that all taxes and assessments on
the Units and Project common areas and related amenities have been paid in
full.

8.14 INDEMNIFICATION AND HOLD HARMLESS. Borrower will INDEMNIFY,
PROTECT, HOLD HARMLESS, AND DEFEND Lender, its successors, assigns and
shareholders (including corporate shareholders), and the directors, officers,
employees, agents and servants of the foregoing, for, from and against any
and all losses, costs, expenses (including, without limitation, and
attorneys' fees), demands, claims, suits, proceedings (whether civil or
criminal), orders, judgments, penalties, fines and other sanctions arising
from or brought in connection with (a) the Project, the Receivables, Lender's
status by virtue of the Assignments, creation of Security Interests, the
terms of the Loan Documents or the transactions related thereto, or any act
or omission of Borrower or any Agent, or their respective employees,
contractors or agents, whether actual or alleged, and (b) any and all
brokers' commissions or finders' fees or other costs of similar type by any
party in connection with the Purchase. On written request by a person or
other entity covered by the above agreement of indemnity, Borrower will
undertake, at its own cost and expense, on behalf of such indemnitee, using
counsel satisfactory to the indemnitee in the exercise of its reasonable
discretion, the defense of any legal action or proceeding to which such
person or entity shall be a party. At Lender's option, Lender may at
Borrower's expense prosecute or defend any action involving the priority,
validity or enforceability of the Security Interests in the Reserve Account
and any other security for the performance of the Obligations.

8.15 PERFECTION OF SECURITY INTERESTS. Borrower will execute or
cause to be executed all documents and do or cause to be done all acts
necessary to complete the sale of Receivables as provided in this Agreement
or for Lender to perfect and to continue the perfection of the Security
Interest of Lender in the Reserve Account or otherwise to effect the intent
and purposes of the Loan Documents.

8.16 PAST AND FUTURE REVISIONS TO DECLARATION. Borrower represents
and warrants that no revision has been made to the Original Declaration of
Covenants, Conditions and Restrictions for London Bridge Time Share
Condominium (the "Original Declaration") or to the Amended Plat London Bridge
Time Share Condominium (the "Amended Plat") in a manner inconsistent with
Section 9.41.6 of the Original Declaration. Borrower represents and warrants
that it will make no material modification of the Fourth Amended and Restated
Declaration of Covenants, Conditions and Restrictions for London Bridge
Time-Share Condominium (the "Fourth Amended Declaration") inconsistent with
Section 9.41.6 of the Original Declaration without the prior or concurrent
written consent of the first mortgagee and the second mortgagee of the
Project and of Lender (excluding all modifications which only annex
additional units to the Project).

8.17 BORROWER TO NOT USE LENDER'S NAME. LENDER DOES NOT ASSUME AND
SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY TO PURCHASERS, LENDER'S
RELATIONSHIP BEING THAT ONLY OF A CREDITOR WHO HAS TAKEN, AS SECURITY FOR
INDEBTEDNESS OWED TO IT, AMONG OTHER THINGS, A COLLATERAL ASSIGNMENT FROM
BORROWER OF INSTRUMENTS. EXCEPT AS REQUIRED BY LAW, BORROWER WILL NOT, AT
ANY TIME, USE THE NAME OF OR MAKE REFERENCE TO LENDER WITH RESPECT TO THE
PROJECT, THE SALE OF TIME-SHARE INTERESTS OR OTHERWISE, WITHOUT THE EXPRESS
WRITTEN CONSENT OF LENDER.

8.18 BORROWER TO COLLECT INSTRUMENTS. As soon as possible after
receiving notice of delinquency, Borrower will undertake the collection of
amounts delinquent under each Instrument which constitutes part of the
Receivables Collateral, will bear the entire expense of such collection, and
will diligently and timely undertake all actions which in Borrower's judgment
are best suited to accomplish collection, including forfeiture or foreclosure
proceedings. Lender shall re-assign, endorse and deliver any such Instrument
to Borrower if necessary for collection purposes. Lender shall have no
obligation to undertake any collection, eviction or foreclosure action
against the obligor under any Instrument or to otherwise realize upon any
Instrument, but will cooperate with Borrower in collection efforts.

8.19 BOOKS AND RECORDS. Borrower will maintain in a secure place in
its offices at 0000 Xxxxx'x Xxx Xxxx, Xxxx Xxxxxx, Xxxxxxx 00000 accurate
books, records, ledgers, correspondence and other papers relating to the
Receivables Collateral. After and during the continuation of an Event of
Default, Lender may notify the appropriate Purchasers of the existence of
Lender's interest as assignee of the Receivables Collateral and request from
such Purchasers any information relating to the Receivables Collateral.
Borrower will cooperate with Lender in giving such notice and will do so
under its letterhead if requested.

8.20 NO FURTHER SALE OR HYPOTHECATION. Borrower, without the prior
written consent of Lender, will not: (a) sell, convey, pledge, hypothecate,
encumber or otherwise transfer any security for the Performance of the
Obligations; or (b) permit or suffer to exist any liens, security interests
or other encumbrances on any security for the Performance of its Obligations,
except for the Permitted Encumbrances and liens and security interests
expressly granted to Lender.

8.21 NO MISSTATEMENTS OF FACT. This Agreement and the other Loan
Documents, certificates, financial statements and written materials furnished
to Lender by or on behalf of Borrower in connection with the transactions
contemplated hereby do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
contained herein and therein not misleading. There is no fact known to
Borrower which adversely affects or in the future may (so far as Borrower can
now foresee) adversely affect the Receivables Collateral or any other
security for the Performance of the Obligations or the business or financial
condition of Borrower or the Project which has not been set forth in this
Agreement or in the other Loan Documents, certificates, financial statements
or written materials furnished to Lender in connection with the transactions
contemplated hereby. The fact that Lender's representatives may have made
certain examinations and inspections of or received certain information
pertaining to the Receivables Collateral or the Project and the proposed
operation thereof does not in any way affect or reduce the full scope and
protection of the warranties, representations and Obligations contained
herein, which have induced Lender to enter into this Agreement.

8.22 NO DEFAULT. Borrower is not in default of any payment on
account of indebtedness for borrowed money or of any repurchase obligations
in connection with a receivables purchase financing, or in violation of or in
default under any material term in any agreement, instrument, order, decree
or judgment of any court, arbitration or governmental authority to which it
is a party or by which it is bound.

8.23 NO VIOLATION OF REGULATIONS. Borrower will not directly or
indirectly invest all or any part of the proceeds of the Receivable Loan in
any investment security subject to the margin requirements of Federal Reserve
System regulations "G," "U," or "T."

8.24 FURTHER ACTS AND DOCUMENTS. Borrower will execute or cause to
be executed all documents and do or cause to be done all acts necessary for
Lender to perfect and to continue the perfection of the Security Interest of
Lender in the Receivables Collateral or the other security for the
Performance of the Obligations or otherwise to effect the intent and purposes
of the Loan Documents. Borrower will prosecute or defend any action
involving the priority, validity or enforceability of the Security Interest
granted to Lender; provided that, at Lender's option, Lender may do so at
Borrower's expense.

8.24 NO DEFAULT. Borrower is fully familiar with all of the terms
and conditions of the Loan Documents and is not in default thereunder.

8.25 NO DEFAULT. Borrower is fully familiar with all of the terms
and conditions of the Loan Documents and is not in default thereunder.

8.26 PROVISIONS CONTINUING. The representations and warranties
contained in this Agreement are continuing and shall be deemed to be made and
reaffirmed prior to the making of each Advance under this Agreement. All
indemnifications herein shall survive the termination or expiration of this
Agreement.

8.27 ADDITIONAL REPRESENTATIONS AND WARRANTIES. The
representations, warranties and covenants contained in this Article VIII are
in addition to, and not in derogation of, the representations, warranties and
covenants contained elsewhere in the Loan Documents and shall be deemed to be
made and reaffirmed prior to the making of each Advance.

IX. DEFAULT

9.1 EVENTS OF DEFAULT. The occurrence of any of the following
events or conditions shall constitute an Event of Default by Borrower under
the Loan Documents:

(a) PAYMENT. Lender fails to receive from Borrower when due
and payable (i) any amount that Borrower is obligated to pay on the
Receivables Note within five (5) days after the date such amount is due, or
(ii) any other payment due under the Loan Documents (other than payments
under the Receivables Note) and such failure shall continue for five (5)
business days after notice thereof to Borrower;

(b) REPRESENTATIONS AND WARRANTIES. Any representation or
warranty of Borrower contained in the Loan Documents or in any certificate
furnished under the Loan Documents proves to be, in any material respect,
false or misleading as of the date deemed made;

(c) CERTAIN COVENANTS. There is a default in the
Performance of the Obligations set forth in Sections 3.3, 8.7, 8.8, 8.9(a),
11.2(a), 11.2(b), 11.2(c), 11.2(d), 11.2(e), 11.2(f), or 11.2(g) hereof;

(d) OTHER COVENANTS. There is a default in the Performance
of the Obligations or a violation of any term, covenant or provision of the
Loan Documents (other than a default or violation referred to elsewhere in
this Section 9.1) and such default or violation continues unremedied (i) for
a period of five (5) days after notice thereof to Borrower in the case of a
default under or violation of Sections 8.8 or 8.9(a) hereof or any other
default or violation which can be cured by the payment of money alone, or
(ii) for a period of thirty (30) days after notice to Borrower in the case of
any other default or violation;

(e) OTHER EVENT OF DEFAULT. (i) An Event of Default, as
defined elsewhere herein, or in any of the other Loan Documents, or in the
Acquisition Loan Agreement, as amended, or in the agreements with respect to
the F,F&E Loan, occurs, or (ii) an act or event occurs under any of the Loan
Documents, whether or not denominated as all Event of Default, which
expressly entities Lender to accelerate any of the Obligations and/or
exercise its other remedies upon the occurrence of an Event of Default;

(f) DEFAULT IN OTHER AGREEMENTS. Any material default by
Borrower under any other agreement evidencing, guaranteeing, or securing
borrowed money or a receivables purchase financing has occurred permitting
the acceleration of such indebtedness or repurchase Obligations, which
accelerated repayment or repurchase Obligations are in excess of $50,000 in
the aggregate, and such default is not cured within the earlier of fifteen
(15) business days after Borrower receives notice thereof or within any
applicable grace period;

(g) JUDGMENTS. Any final, non-appealable judgment or decree
for money damages or for a fine or penalty against Borrower which is not paid
and discharged or stayed within thirty (30) days thereafter and when
aggregated with all other judgment(s) or decree(s) that have remained unpaid
and undischarged or unstayed for such period is in excess in the aggregate of
$50,000;

(h) LIEN FORECLOSURE. Any party holding a lien or security
interest in the Receivables Collateral or any other security for the
Performance of the Obligations or a lien (other than a lien created by a
Purchaser solely with respect to its Time-Share Interest(s)) on any part of
the Project commences foreclosure or similar sale thereof;

(i) BANKRUPTCY AND INSOLVENCY. (i) Borrower or a Guarantor
become insolvent or unable to pay its/his debts when due; generally fails to
pay its/his debts when due; files a petition in any bankruptcy,
reorganization, winding-up or liquidation proceeding or other proceeding
analogous in purpose or effect relating to Borrower or a Guarantor; applies
for or consents to the appointment of a receiver, trustee or other custodian
for bankruptcy, reorganization, winding-up or liquidation of Borrower or a
Guarantor; makes an assignment for the benefit of creditors; or admits in
writing that it/he is unable to pay its/his debts; (ii) any court order or
judgment is entered confirming the bankruptcy or insolvency of Borrower or a
Guarantor

or approving any reorganization, winding-up or liquidation of Borrower or a
Guarantor or a substantial portion of its/his assets; (iii) there is
instituted against Borrower or a Guarantor any bankruptcy, reorganization,
winding-up or liquidation proceeding or other proceeding analogous in purpose
or effect and the same is not dismissed within 60 days after the institution
thereof; or (iv) a receiver, trustee or other custodian is appointed for any
part of the Receivables Collateral or the Project or all or a substantial
portion of the assets of Borrower or a Guarantor;

(j) DAMAGE TO OR CONDEMNATION OF PROJECT. The Project, or
any material part thereof, becomes damaged, condemned or taken and is not
promptly repaired or restored;

(k) UNENFORCEABILITY OR REPUDIATION. Performance by
Borrower or Guarantors of any material obligation under any Loan Document or
Guarantee, as the case may be, is rendered unenforceable in any material
respect, or a Guarantor repudiates, rescinds, limits or annuls his Guarantee;
or

(l) MATERIAL ADVERSE CHANGE. There occurs a material
adverse change in the Project or in the business or financial condition of
Borrower or in the Receivables Collateral or any other security for the
Performance of the Obligations, which change is not enumerated in this
Section 9.1 and as the result of which Lender in good xxxxx xxxxx the
prospect of Performance of the Obligations materially impaired or its
security therefor materially imperiled.

9.2 REMEDIES. At any time after an Event of Default has occurred
and while it is continuing, Lender may, but without obligation, do any one or
more of the following:

(a) NO ADVANCES. Cease to make further Advances;

(b) ACCELERATION. Declare the Receivables Note, together
with prepayment premiums and all other sums owing by Borrower to Lender in
connection with the Loan Documents, immediately due and payable without
notice, presentment, demand or protest, which are hereby waived by Borrower;

(c) COLLECTION OF RECEIVABLES COLLATERAL. With respect to
the Receivables Collateral, (i) institute collection actions against
Purchasers and other persons obligated thereon, (ii) enter into modification
agreements and make extension agreements with respect to payments and other
performances, (iii) release persons liable for the payment and performance
thereof or the securities for such payment and performance, and (iv) settle
and compromise disputes with respect to payments and performances claimed due
thereon, all without relieving Borrower from Performance of the Obligations;

(d) TRUSTEE'S SALE OR FORECLOSURE. Foreclose the
Acquisition Deed of Trust in accordance with applicable law or cause the
Trustee thereunder to sell the property encumbered thereby; and

(e) OTHER FORECLOSURES. Proceed to protect and enforce its
rights and remedies under this Agreement or any other Loan Documents and to
foreclose or otherwise

realize upon its security for the Performance of the Obligations, or to
exercise any other rights and remedies available to it at law, in equity or
by statute. Borrower and Guarantors shall remain liable for any deficiency.
The rights and powers granted pursuant to this Section 9.2 are not intended
to limit the rights and powers granted elsewhere herein.

9.3 APPLICATION OF PROCEEDS AFTER DEFAULT. Notwithstanding
anything in the Loan Documents to the contrary, while an Event of Default
exists, any cash received and retained by Lender in connection with the
Receivables Collateral may be applied to payment of the Obligations in the
manner provided in Section 9.5 hereof.

9.4 ADDITIONAL REMEDIES.

(a) SALE OF RECEIVABLES COLLATERAL. Pursuant to its option
under Section 9.2 hereof following an Event of Default which is continuing,
and subject to the terms and conditions hereof, Lender may sell, assign and
deliver the Receivables Collateral, or any part thereof, at public or private
sale, conducted in a commercially reasonable manner by any officer, or agent
of, or auctioneer or attorney for, Lender at Lender's place of business or
elsewhere, for cash, upon credit or future delivery, and at such price or
prices as Lender shall reasonably determine, and Lender may be the purchaser
of any or all of the Receivables Collateral so sold at any such public sale.
In order to comply with applicable law, Lender may, in its reasonable
discretion, at any such sale, restrict the prospective bidders or purchasers
as to number, nature of business and investment intention, and, without
limitation, may require that the persons making such purchases represent and
agree to the satisfaction of Lender that they are purchasing the Receivables
Collateral for their account, for investment, and not with a view to the
distribution or resale of any thereof. Lender shall have no obligation to
delay sale of any Receivables Collateral for the period of time necessary to
permit such Receivables Collateral to be registered for public sale under the
Securities Act of 1933, as amended, and any applicable state securities laws.
Private sales made without registration shall not be deemed to have been
made in a commercially unreasonable manner by virtue of any terms less
favorable to the seller resulting from the private nature of such sales.

(b) NOTICE OF SALE. Without prejudice to the right of
Lender to make such sale within such shorter period as may be reasonable
under the circumstances, foreclosure sale of all or any part of the
Receivables Collateral shall be deemed held pursuant to reasonable notice if
held:

(i) 45 days after notice is given, based upon default
consisting of insolvency, bankruptcy or other default of a nature which
cannot be corrected by Borrower, or default for which no grace period is
specified herein; or

(ii) 60 days after notice of any other act, circumstance
or event which, if uncorrected, after expiration of any applicable grace
period, shall constitute a default hereunder.

Where any notice to Borrower and grace period thereafter is required under
this Agreement, such grace period shall be deducted from the 60 day notice of
foreclosure sale specified in item (ii) above, so that the maximum period
between notice to Borrower of an act, circumstance or event which, if
uncorrected after elapse of any applicable grace period, would constitute an
Event of Default and the foreclosure sale of the Receivables Collateral based
upon such Event of Default shall in no event be required to exceed 60 days.

(c) SALE IN WHOLE OR IN PART. At any sale following an
Event of Default, the Receivables Collateral may be sold as an entirety or in
partial interests. Lender shall not be obligated to make any sale pursuant
to any notice previously given. In case of any sale of all or any part of
the Receivables Collateral on credit or for future delivery, the Receivables
Collateral so sold may be retained by Lender until the selling price is paid
by the purchaser thereof, but Lender shall not incur any liability in case of
the failure of such purchaser to take up and pay for the collateral so sold,
and in case of any such failure, such Receivables Collateral may again be
sold under and pursuant to and in compliance with the provisions hereof.

(d) LENDER ATTORNEY-IN-FACT. In connection with sales made
following an Event of Default, Lender may, in the name and stead of Borrower
or in its own name, make and execute all conveyances, assignments and
transfers of the Receivables Collateral sold pursuant to this Agreement; and
Lender is hereby appointed Borrower's attorney-in-fact for this purpose.
Nevertheless, Borrower will, if so requested by Lender, ratify and confirm
any sale or sales by executing and delivering to Lender, or to such purchaser
or purchasers, all such instruments as may, in the judgment of Lender, be
advisable for that purpose.

(e) PURCHASER NOT OBLIGATED. A receipt given by Lender to
any purchaser with respect to the purchase money paid at any sale made
following an Event of Default shall be a sufficient discharge therefor to any
purchaser of the Receivables Collateral or any portion thereof, and no such
purchaser, after paying such purchase money and receiving such receipt, shall
be bound to see to the application of such purchase money or any part thereof
or in any manner whatsoever be answerable for any loss, misapplication or
nonapplication of any such purchase money, or any part thereof, or be bound
to inquire as to the authorization, necessity, expediency or regularity of
any such sale.

(f) PURCHASER TO HOLD FREE AND CLEAR. Each purchaser at any
sale following an Event of Default shall hold the Receivables Collateral so
sold absolutely free from every claim or right of Borrower, including,
without limitation, any equity or right of redemption of Borrower, which
Borrower hereby specifically waives to the extent Borrower may lawfully do
so. Lender, its employees and agents shall after such sale be fully
discharged from any liability or responsibility in any matter relating to the
Receivables Collateral and such other security that is sold and resulting
from any action or inaction on the part of such purchaser or any
successor-in-interest of such purchaser.

9.5 APPLICATION OF PROCEEDS. The proceeds of any sale of all or
any part of the Receivables Collateral or other collateral shall be applied
in the following order or priorities: first, to the payment of all costs and
expenses of such sale, including, without limitation,

reasonable compensation to Lender and its agents, attorneys' fees, and all
other expenses, liabilities and advances incurred or made by Lender, its
agents and attorneys, in connection with such sale, and any other
unreimbursed expenses for which Lender may be reimbursed pursuant to the Loan
Documents; second, to the payment of the Obligations, in such order and
manner as Lender shall in its discretion determine, with no amounts applied
to payment of principal until all interest has been paid; and third, to the
payment to Borrower, its successors or assigns, or to whosoever may be
lawfully entitled to receive the same, or as a court of competent
jurisdiction may direct, of any surplus then remaining from such proceeds.

9.6 LENDER MAY PERFORM. Lender may, at its option, and without any
obligation to do so, pay, perform and discharge any and all amounts, costs,
expenses and liabilities herein agreed to be paid or performed by Borrower if
Borrower falls to do so; and for such purposes Lender may use the proceeds of
the Receivables Collateral and is hereby appointed Borrower's
attorney-in-fact. All amounts expended by Lender in so doing or in exercising
its remedies hereunder following an Event of Default shall become part of the
Obligations secured hereby, shall be immediately due and payable by Borrower
to Lender upon demand therefor, and shall bear interest at the Default Rate
from the dates of such expenditures until paid. Exercise by Lender of its
option under this Section will not cure any default of Borrower.

9.7 REMEDIES NOT EXCLUSIVE. No remedy herein or in any other
document conferred on or reserved to Lender is intended to be exclusive of
any other remedy or remedies, but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder,
under any other Document or now or hereafter existing at law or in equity.
Notwithstanding anything herein to the contrary, in any non-judicial, public
or private sale or sales under the Uniform Commercial Code or in any judicial
foreclosure and sale of the Receivables Collateral, the Receivables
Collateral may be sold in any commercially reasonable manner whatsoever not
prohibit by law. No delay or omission to exercise any right or power shall
be construed to be a waiver of any default or acquiescence therein or a
waiver of any right or power; and every such right and power may be exercised
from time to time and as often as may be deemed expedient. Lender's
acceptance of any performance due hereunder which does not comply strictly
with the terms hereof shall not be deemed to be a waiver of any right of
Lender to strict Performance by Borrower. Acceptance of past due amounts or
partial payments shall not constitute a waiver of full and timely payment of
the Obligations. No Event of Default, declaration of the unpaid principal of
the Loan to be immediately due and payable or exercise of any other right or
remedy upon default shall stay, waive, or otherwise affect Lender's right to
receive payments on and other proceeds of the Receivables Collateral.

9.8 WAIVER. Borrower, for itself and for all who may claim through
or under it, hereby expressly waives and releases all right to have the
Receivables Collateral or any other security for the Performance of the
Obligations, or any part thereof, marshalled on any foreclosure, sale or
other enforcement hereof.

9.9 ASSEMBLY OF RECEIVABLES COLLATERAL. While an Event of Default
exists, Borrower will, on the request of Lender, assemble the Receivables
Collateral not already in

Lender's possession and make it available to Lender at a time and place
reasonably convenient to Lender.

X. CONSTRUCTION AND GENERAL TERMS

10.1 PLACE OF PAYMENT. All moneys payable hereunder or under the
Loan Document shall be paid to Lender at its address set forth after its
signature on the signature page hereof, unless otherwise designated in the
Loan Documents or by Lender by notice.

10.2 INTEGRATION AND MODIFICATION. This Agreement and the other
Loan Documents exclusively and completely state the rights and Obligations of
Lender and Borrower with respect to the Loan. No modification, variation,
termination, discharge or abandonment hereof and no waiver of any of the
provisions or conditions shall be valid unless in writing and signed by duly
authorized representatives of Lender and Borrower or the successor,
transferees or assigns of either, subject, however, to the limitations on
assignment herein by Borrower. This Agreement supersedes any and all prior
representations, warranties and/or inducements, written or oral, heretofore
made by Lender (other than in the other Loan Documents) concerning this
transaction, including any commitment for financing, which are null and void
and of no force or effect whatsoever.

10.3 IRREVOCABLE POWERS. The powers and agency hereby granted by
Borrower are coupled with an interest and are irrevocable and are granted as
cumulative to the remedies for collection of the indebtedness secured hereby
provided by law.

10.4 COUNTERPARTS. This Agreement may be executed simultaneously in
any number of identical copies each of which shall constitute an original for
all purposes.

10.5 NOTICES. Any notice required or permitted to be given
hereunder shall be in writing and shall be (a) personally delivered to the
party being notified if an individual or to an officer or general partner if
a corporation or partnership, or (b) transmitted by postage prepaid,
certified or registered mail to such party at its address after its signature
on the signature page hereof or such other address as the party being
notified may have otherwise designated in a notice given as provided in this
Section. Such notice shall be deemed to be effective, unless actual receipt
is expressly elsewhere specified herein, upon (x) the business day after such
notice is deposited with a nationally recognized overnight courier service,
(y) the date of receipt or (z) the date five (5) days after posting if
transmitted by mail, whichever shall first occur.

10.6 SUCCESSORS AND ASSIGNS. All the covenants, promises,
stipulations and agreements of Borrower and all the rights and remedies of
the Lender in this Agreement contained shall bind Borrower, and, subject to
the restrictions on merger, consolidation and assignment herein contained,
its successors and assigns, and shall inure to the benefit of Lender, its
successors each assigns, whether so expressed or not. Borrower may not
assign its rights herein in whole or in part. Except as may be expressly
provided herein, no person or other entity shall be deemed a third party
beneficiary of this Agreement.

10.7 SEVERABILITY. If any one or more of the provisions contained
in this Agreement shall be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby.

10.8 TIME. Time is of the essence in the Performance of the
Obligations.

10.9 HEADINGS AND GENDER. All headings are inserted for convenience
only and shall not affect any construction or interpretation of this
Agreement. The provisions of this Agreement shall apply to the parties
according to the context hereof and without regard to the number or gender of
words and expressions used herein. Unless otherwise indicated, all
references herein to clauses and other subdivisions refer to the
corresponding Sections, clauses and other subdivision of this Agreement; the
words "herein", "hereof", "hereto", "hereunder" and words of similar import
refer to this Agreement as a whole and not to any particular Section, clause
or other subdivisions hereof; and reference to a numbered or lettered
subdivision of an Article, or Section shall include relevant matter within
the Article or Section which is applicable to but not within such numbered or
lettered subdivision.

10.10 GOVERNING LAW AND WAIVERS. THIS AGREEMENT, AND ANY AGREEMENT
OF THE PARTIES ARISING HEREFROM (INCLUDING WITHOUT LIMITATION THE LOAN
DOCUMENTS) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF ARIZONA. BY ACCEPTANCE OF THIS AGREEMENT, BORROWER (A) HEREBY
IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE
COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY AND TO THE PROCESS,
JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR ARIZONA,
SITTING IN PHOENIX, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR THE
SUBJECT MATTER THEREOF BROUGHT BY LENDER, AND (B) WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF
MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM
THAT BORROWER IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE
ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE LOAN
DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES AND THEREFORE ANY
LAWSUIT ARISING OUT OF SUCH A CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING
WITHOUT A JURY. BY ITS EXECUTION OF THIS AGREEMENT, BORROWER WAIVES ITS
RIGHT TO A JURY TRIAL OF SUCH CONTROVERSIES.

10.11 APPLICABLE USURY LAW. It is the interest of the parties hereto
to comply with the Applicable Usury Law. Accordingly, notwithstanding any
provisions to the contrary in this

Agreement or in any of the other Loan Documents in no event shall this
Agreement or the Loan Documents require the payment or permit the collection
of interest in excess of the maximum contract rate permitted by the
Applicable Usury Law. If (a) any such excess of interest otherwise would be
contracted for, charged or received from Borrower or otherwise in connection
with the Obligations or (b) the maturity of the Obligations is accelerated in
whole or in part, or (c) all or part of the principal or interest of the
Obligations shall be prepaid, so that under any of such circumstances the
amount of interest contracted from, charged or received in connection with
the Obligations would exceed the maximum contract rate permitted by the
Applicable Usury Law, then in any such event (1) the provisions of this
Section shall govern and control, (2) neither Borrower nor any other person
or entity now or hereafter liable for the payment hereof will be obligated to
pay the amount of such interest to the extent that it is in excess of the
maximum contract rate permitted by the Applicable Usury Law, (3) any such
excess which may have been collected shall be either applied as a credit
against the then unpaid principal amount of the Obligations of Borrower or
refunded to Borrower, at Lender's option, and (4) the effective rate of
interest will be automatically reduced to the maximum contract rate permitted
by the Applicable Usury Law. Without limiting the generality of the
foregoing, to the extent permitted by the Applicable Usury Law: (x) all
calculations of the rate of interest which are made for the purpose of
determining whether such rate would exceed the maximum contract rate
permitted by the Applicable Usury Law shall be made by amortizing, prorating,
allocating and spreading during the period of the full stated term of the
Obligations, all interest at any time contracted for, charged or received
from Borrower or otherwise in connection with the Obligations; and (y) in the
event that the effective rate of interest on the Obligations should at any
time exceed the maximum contract rate permitted by the Applicable Usury Law,
such excess interest that would otherwise have been collected had there been
no ceiling imposed by the Applicable Usury Law shall be paid to Lender from
time to time, if and when the effective interest rate on the Obligations
otherwise falls below the maximum contract rate permitted by the Applicable
Usury Law, to the extent that interest paid to the date of calculation does
not exceed the maximum contract rate permitted by the Applicable Usury Law
has been paid in full. Should the maximum contract rate permitted by the
Applicable Usury Law be increased at any time hereafter because of a change
in the law, then to the extent not prohibited by the Applicable Usury Law,
such increase shall apply to all Obligations regardless of when incurred;
but, again to the extent not prohibited by the Applicable Usury Law, should
the maximum contract rate permitted by the Applicable Usury Law be decreased
because of a change in the law, such decreases shall not apply to the
Obligations regardless if resulting from an advance of the applicable Loan
made after the effective date of such decrease.

XI. SPECIAL CONDITIONS

11.1 RIGHT OF FIRST REFUSAL. So long as this Agreement is in force
and effect, Borrower shall not obtain receivables financing from any Lender
other than Lender with respect to any Instrument evidencing the sale of a
Time-Share Interest without first offering such Instrument to Lender as an
Eligible Instrument pursuant to the terms set forth herein. Lender shall
deliver such Instruments to Borrower solely for the purpose of such financing
if Lender declines to provide such financing.

11.2 FINANCIAL COVENANTS AND LIMITATIONS ON DISTRIBUTIONS. The
following financial and other covenants shall be maintained:

(a) LIMIT ON MARKETING EXPENSES. Borrower shall not incur
Marketing Expenses with respect to sales of Time-Share Interests that exceed
an amount equal to forty-five percent (45%) of all Net Sales, tested at the
end of each fiscal quarter of Borrower on a twelve-month rolling basis.

(b) MINIMUM NET WORTH. Borrower shall maintain a
consolidated tangible net worth (exclusive, for example, of intangible
assets, such as goodwill) of not less than Ten Million Dollars ($10,000,000),
to be tested as of the end of each fiscal quarter of Borrower.

(c) LIMIT ON G&A EXPENSES. Borrower shall not incur general
and administrative expenses (excluding depreciation expenses) that exceed an
amount equal to twelve percent (12%) of the sum of all Net Sales and all
resort revenues, tested as of each fiscal quarter of Borrower on a
twelve-month rolling basis.

(d) LIMITS ON DISTRIBUTIONS. Borrower shall not make any
distributions to its shareholders in excess of the lesser of (a) one hundred
percent (100%) net income or (b) one hundred percent (100%) of net cash flow.
For purposes of this Section, "net cash flow" means net cash generated by
Borrower's operations and financing for a given time period determined by
subtracting cash outflows from cash inflows; the term "net income" means the
net income of Borrower as determined in accordance with GAAP; and
"distributions" shall include any loan to any person or investment. Net cash
flow and net income shall each be determined on a cumulative basis since
December 31, 1993.

(e) DELINQUENCIES. Delinquencies of Receivables pledged to
Lender shall not exceed three percent (3%) per month for three consecutive
months, or such condition shall constitute an Event of Default hereunder.

(f) CERTIFICATION. The annual and interim statement of
Borrower shall be accompanied by a certificate signed by its managing general
partner, certifying compliance with Sections 11.2(a) - (d) and setting forth
in reasonable detail the calculations upon which the certification is based.

(g) LOANS TO AFFILIATES. Borrower shall not make any loans
to Guarantors or Affiliate without the prior written consent of Lender.

XII. CLOSING, INITIAL ADVANCE & GENERAL ASSIGNMENT

12.1 TRANSFERS TO BORROWER ON CLOSING DATE. On the Closing Date,
Queen's Bay shall convey the Project (including, without limitation, the real
property encumbered on such date by the Acquisition Deed of Trust) to
Borrower by Warranty Deed, in form and substance satisfactory to Lender, and
shall convey, among other instruments, if any, the "Receivables" existing on
such date, as such term is defined in the FINOVA Purchase Agreement, to
Borrower

by an Assignment of Timeshare Receivable Contracts, Notes and Deeds of Trust
and Other Rights, in form and substance satisfactory to Lender. Pursuant to
the Termination of Purchase and Security Agreement and Re-Assignment of
Receivables (the "FINOVA Purchase Agreement Termination") between Queen's Bay
and Lender of even date herewith, which terminates the FINOVA Purchase
Agreement as of the Closing Date, Lender shall, simultaneously with the
conveyance and assignment thereof to Borrower, reassign to Queen's Bay all
right, title and interest to the "Receivables"; provided, however, Lender
shall not release possession of the Instruments constituting such
"Receivables" to Queen's Bay as all such Instruments shall be simultaneously
collaterally assigned by Borrower to Lender as collateral for the Receivables
Loan and the initial Advance thereunder.

12.2 GENERAL ASSIGNMENT TO LENDER ON CLOSING DATE. On the Closing
Date, Borrower shall collaterally assign to Lender by the General Assignment
in the form attached hereto as EXHIBIT I all of the Instruments and related
security instruments comprising the Receivables Collateral.

12.3 PAYMENT OF PURCHASE PRICE TO QUEEN'S BAY, INITIAL ADVANCE TO
BORROWER, AND PAYMENT OF ENDING PURCHASE BASE TO LENDER. In conjunction with
the re-purchase of the Instruments constituting Receivables under the FINOVA
Purchase Agreement, the purchase thereof by Borrower, and the pledging and
assigning thereof as collateral by Borrower to Lender as provided in this
transaction, the following money transfers must occur simultaneously (i)
Lender must make the initial Advance to Borrower under the Receivables Loan
in the amount of the Borrowing Base; (ii) Borrower must pay to Queen's Bay
the purchase price for the Instruments being purchased; and (iii) Queen's Bay
must pay to Lender, in consideration of Lender's reassignment of the
Receivables to Queen's Bay, the Ending Purchase Base Amount. To avoid the
needless transfer of funds which originate with Lender and eventually are
returned to Lender, such money transfers shall be in the form of credits and
debits in the records of Lender; provided, however, (i) in the event the
Borrowing Base amount is greater than the Ending Purchase Base Amount, the
difference shall be paid in cash on the Closing Date by Lender to Borrower,
and (ii) in the event the Borrowing Base amount is less than the Ending
Purchase Base Amount, the difference shall be paid in cash on the Closing
Date by Borrower to Lender; provided further, however, the Ending Reserve
Account Amount shall be paid by Lender to Queen's Bay in cash on the Closing
Date.

IN WITNESS WHEREOF, the parties hereto have caused this Receivables
Loan and Security Agreement to be executed as of the date first written above.

LONDON BRIDGE RESORT, INC., a
Delaware corporation

By: /s/ X.X. Xxxxxxx
----------------------------------
Its: President
--------------------------

Address:
0000 Xxxxx'x Xxx Xxxx
Xxxx Xxxxxx, XX 00000

[Borrower]

FINOVA CAPITAL CORPORATION, a
Delaware corporation

By: /s/ X. Xxxxxx
----------------------------------
Its: Group Vice President
--------------------------

Address:
0000 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Vice President -
Resort Finance

[Lender]

CONSENTED AND AGREED TO THIS
11th DAY OF OCTOBER, 1996

QUEEN'S BAY JOINT VENTURE, a
New York limited general partnership

By: QUEEN'S DAY ASSOCIATES LIMITED
PARTNERSHIP, a New York limited
partnership, Managing Partner

By: ARG, INC., a Delaware
corporation, General
Partner

By: /s/ X.X. Xxxxxxx
---------------------------
Xxxxxx X. Xxxxxxx,
President

EXHIBIT A TO RECEIVABLES LOAN AND SECURITY AGREEMENT

CONDITIONS OF ELIGIBLE INSTRUMENT

(a) Lender has a collateral assignment of the Instrument and security
therefor and has a valid and perfected right to payment, free and clear of
all liens and encumbrances and the Instrument is free of all liens and
encumbrances other than Permitted Encumbrances.

(b) The Instrument does not represent a sale by Borrower, directly or
indirectly, to any of its shareholders, directors, officers, partners, as the
case may be, its agents, employees or creditors, or any relative or affiliate
of Borrower, Guarantors or the foregoing.

(c) Borrower has received from the Purchaser a minimum cash down payment
of 10% of the total sales price (no part which has been advanced or loaned to
the Purchaser by Borrower, directly or indirectly).

(d) The Instrument must provide for: (i) consecutive monthly installments
of principal and interest in U.S. funds over a term not exceeding 84 months
from the date of its execution; provided, however, an Instrument shall not be
declared ineligible for hypothecation to Lender solely because its term is
greater than 84 months so long as: (a) the term of such Instrument is not
greater than 120 months from the date of its execution; and (b) the principal
balance of the Receivables Loan with respect to all Instruments having a term
of greater than 84 months hypothecated to Lender (including the principal
balance of the Receivables Loan which will be related to the Instrument under
consideration for hypothecation to Lender) at the time of such hypothecation
does not exceed 15% of the Maximum Loan Amount; and (ii) interest accruing on
the unpaid principal balance of the Instrument at not less than 13%, per
annum; provided, however, an Instrument shall not be declared ineligible
solely because the interest rate thereunder is less than 13% per annum so
long as the weighted average interest rate per annum of the Instruments to be
hypothecated at such time (including the Instrument in question) when
combined with the weighted average interest rate per annum of the Instruments
constituting the Receivables Collateral at such time does not result in an
aggregate weighted average interest rate of less than 13% per annum.

(e) The Instrument must be beyond the applicable rescission period and no
payment is more than 29 days past due or has been deferred.

(f) The Purchaser in all respects, including, without limitation, its
creditworthiness, is acceptable to Lender in its sole and absolute judgment;
has obtained from Borrower marketable title to the purchased Time-Share
Interests; and has not purchased more than 4 Time-Share Interests.

(g) The Instrument and the Purchaser Deed of Trust securing it are in form
and substance satisfactory to Lender and valid and enforceable in accordance
with their terms; upon the obligor's default under the Instrument, subject only
to notice and a reasonable grace period, payment of the balance of the
indebtedness owing under the Instrument may be immediately

accelerated and the lien of the Purchaser Deed of Trust may be foreclosed;
the Purchaser Deed of Trust has been recorded in the real estate records
where the purchased Time-Share Interest is located; and the lien of the
Purchaser Deed of Trust is subject only to the Permitted Encumbrances.

(h) The Unit(s) in which the Time-Share Interest(s) are owned and the
amenities promised to the Purchasers have been completed, fully furnished and
approved for occupancy, and the furnishings in those Units are free of any
lien except for the Permitted Encumbrances; no Unit or other part of the
Project is subject to partition and the time share use of the Units and
amenities conform to all applicable restrictions and laws, necessary
approvals having been obtained.

(i) The Instrument and the related sale transaction comply with all
applicable laws; Borrower has performed all its obligations due to the
Purchaser and there are no executory obligations to the Purchaser to be
performed by Borrower; and the Purchaser does not have any right of
rescission, set-off, abatement, counterclaim or the like.

(j) The Purchaser is a United States or Canadian resident, unless the
Purchasers of at least 90% of Time-Share Interests for which Lender holds
Instruments that are used in making Borrowing Base computations are United
States or Canadian residents.

-2-

EXHIBIT D

RECEIVABLES LOAN AND SECURITY AGREEMENT

BORROWER'S CERTIFICATE

LONDON BRIDGE RESORT, INC., a Delaware corporation ("Borrower") hereby
certifies to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender")
that (i) the total unpaid payments due under the Instruments described in
SCHEDULE A attached hereto and by this reference incorporated herein and the
unpaid principal balance for each such Instrument is as set forth in SCHEDULE
A; and (ii) such Instruments are, individually and collectively, Eligible
Instruments.

Except as otherwise defined herein or the context otherwise requires,
all capitalized terms used herein have the meaning given to them in the Loan
and Security Agreement between Borrower and Lender dated as of October ___,
1996.

DATED: , 199_.
--------------

LONDON BRIDGE, INC., a
Delaware corporation

By:
----------------------------------
Its:
--------------------------

EXHIBIT G
TO RECEIVABLES LOAN AND SECURITY AGREEMENT

(a) a completed and executed "Request for Advance and Certification", in
form and substance identical to EXHIBIT G-1 attached hereto and by this
reference incorporated herein.

(b) (i) signed original instruments duly and unconditionally endorsed to
Lender by Borrower, with recourse, which qualify as Eligible
Instruments and may be used in making Borrowing Base computations, (ii)
the recorded original Purchaser Deeds of Trust which secure such
Instruments (or a copy thereof with proof of recordation if the
original has not been returned from the local recorder and failure to
provide the original is not due to delays in recording which are the
fault of Borrower), (iii) copies of signed receipts for public offering
statements/property reports/prospectuses required to be given to
Purchasers in connection with the sales of Time-Share Interests giving
rise to such Instruments, (iv) copies of Purchase Agreements, credit
disclosure statements and other items requested by Lender which were
signed by such Purchasers in connection with such sales and (v)
evidence that rescission rights under the Instruments have expired and
Borrower has performed all its statutory and contractual obligations
with respect thereto.

(c) an absolute Assignment, in form and substance identical to EXHIBIT G-2
attached hereto and by this reference incorporated herein, properly
completed, executed, acknowledged and recorded, assigning to Lender,
with recourse, Borrower's entire right, title and interest under each
of the Instruments, Purchase Deeds of Trust, and Purchase Agreements
covered by item (b) above, the security therefor and the proceeds
thereof.

(d) if not previously furnished, evidence satisfactory to Lender that: (i)
and Time-Share Interests which are the subject of the assigned
Instruments have necessary and promised off-site improvements and
necessary and promised utilities are available thereto; (ii) all
amenities which are to be available to Purchasers have been completed
in accordance with all applicable building codes and are fully
furnished, necessarily equipped and are and will be available for use
by the Purchasers without disturbance or termination of their use
rights so long as they are not in default of their obligations under
the Instruments; and (iii) all furnishings and amenities are owned by
the purchase owner's association free of liens and security interests
other than the liens and security interests of deeds of trust securing
instruments.

(e) if requested by Lender, written confirmation from the Servicing Agent
that it has not received notice of any complaint, demand, set-off, or
claim by any person, including without limitations any Purchaser, with
respect to the Instruments covered by item (b) above (other than as to
routine matters involving the servicing of an Instrument) and
certifying the unpaid total payments due under and the unpaid
principal balance of such Instruments.

(f) if requested by Lender, a credit report from a recognized consumer
credit reporting agency on each Purchaser obligated under an
Instrument covered by item (b) above.

(g) the title policy or policies required pursuant to Section 4.2 of
Receivables Loan and Security Agreement.

(h) one or more UCC-1 financing statements describing Lender's interest in
the Receivables Collateral filed with the appropriate Secretary of
State and Local offices, together with a report on the chattel records
from such office in which the UCC-1 is filed disclosing to the
satisfaction of Lender that there are no conflicting security
interests claimed in the Receivables Collateral.

(i) if requested by Lender following a material change of circumstances,
an opinion from Borrower's independent counsel with respect to such
matters as Lender shall reasonably require.

(j) if requested by Lender following a material change of circumstances,
an opinion from independent counsel to Lender as to such matters as
Lender shall reasonably require.

-2-

EXHIBIT G-1

REQUEST FOR ADVANCE AND CERTIFICATION

The undersigned LONDON BRIDGE RESORT, INC., a Delaware corporation
("Borrower"), requests FINOVA CAPITAL CORPORATION, a Delaware corporation
("Lender") to advance the sum of _________________________ AND ___/000 XXXXXX
XXXXXX DOLLARS (U.S. $______________) upon receipt hereof, pursuant to the
Receivables Loan and Security Agreement between such parties dated as of
October __, 1996 (with any amendments, "Agreement").

Borrower hereby certifies to Lender that (i) the total unpaid payments
due under the Eligible Instruments for which the requested disbursement of
the Receivables Loan is sought and the unpaid principal balance for each such
Eligible Instrument is as set forth on SCHEDULE A hereto; (ii) the
Instruments against which the requested disbursement of the Receivables Loan
is sought are, individually and collectively, Eligible Instruments; (iii) no
material adverse change has occurred in the financial condition or in the
business and operations of Borrower or Guarantors since the date of the last
financial statements delivered to Lender; (iv) all representations and
warranties contained in the Agreement are true and correct in every material
respect as of the date hereof; (v) there is no Incipient Default under the
Agreement; and (vi) Borrower has performed and complied with and agreements
and conditions required by the Agreement to be performed and complied with
prior to or at the date of the requested disbursement of the Receivables Loan.

Except as otherwise defined herein or the context otherwise requires,
and capitalized terms used herein have the meaning given to them in the
Agreement.

DATED: , 199 .
------------- -
LONDON BRIDGE RESORT, INC., a
Delaware corporation

By:
----------------------------------
Its:
--------------------------

SCHEDULE A TO REQUEST FOR ADVANCE
AND CERTIFICATION

EXHIBIT G-2

When recorded, mail to:
FINOVA CAPITAL CORPORATION
c/o RF Administration
0000 Xxxx Xxxxxx Xxxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000

ASSIGNMENT OF DEEDS OF TRUST

KNOW ALL MEN BY THESE PRESENTS:

That London Bridge Resort, Inc., a Delaware corporation ("Assignor"),
as owner and holder of the deeds of trust described on SCHEDULE A attached
hereto, for Ten Dollars ($10.00) and other valuable consideration to it in
hand paid by FINOVA CAPITAL CORPORATION, a Delaware corporation ("Assignee"),
the receipt whereof is hereby acknowledged, do by these presents grant,
bargain, sell, assign, transfer and set over unto Assignee all of its
interest in and to such deeds of trust;

TOGETHER WITH the purchase agreements, promissory notes, and other
items and obligations therein described, all moneys due and to become due
thereunder, and all interest thereon, and rights arising therefrom.

IN WITNESS WHEREOF, Assignor has caused these presents to be executed
the ___ day of _____, 19__.

LONDON BRIDGE RESORT, INC., a Delaware corporation

By:
----------------------------------
Its:
--------------------------

STATE OF PENNSYLVANIA )
) SS.
COUNTY OF )

On this ___ day of ______, 199_, before me, the undersigned
officer, personally appeared ______________, who acknowledged himself to be
the ____________of London Bridge Resort, Inc., a Delaware corporation, and
that he, as such ____________, being authorized so to do, executed the
foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunder set my hand and official
seal.

--------------------------------------------------
Notary Public

My Commission Expires:

---------------------

-2-

SCHEDULE A TO ASSIGNMENT OF DEEDS OF TRUST

Trustor Unit Date of Instrument Date Recorded Recording Info Amount Secured
------- ---- ------------------ ------------- -------------- --------------

EXHIBIT H

TIME-SHARE INTEREST DESCRIPTION

Time-Share Interest: a 1/51st undivided interest in a Unit and its
appurtenant common interest in the common elements of the Project for each
Time-Share Interest owned which entitles an owner to the exclusive use of the
Unit during an "Interval" as defined in the Fourth Amended Declaration for
the use, occupancy or possession of the applicable Unit. An "Even Biennial
Interval Unit" and an "Odd Biennial Interval Unit," as defined in the
Declaration, is a 1/102nd undivided interest in a Unit and is appurtenant
common interest in the common elements of the Project for each Time-Share
Interest owned which entitles an owner to the exclusive use of the Unit for
the Interval purchased during either an odd year or an even year for the use,
occupancy or possession of the applicable Unit.

EXHIBIT I

GENERAL COLLATERAL ASSIGNMENT OF TIMESHARE RECEIVABLE COLLATERAL, NOTES AND
DEEDS OF TRUST

[SEPARATE DOCUMENT TO BE ATTACHED]

-2-

PROMISSORY NOTE

U.S. $23,000,000 Phoenix, Arizona
October 11, 1996

FOR VALUE RECEIVED, the undersigned LONDON BRIDGE RESORT, INC., a
Delaware corporation ("Maker"), promises to pay to FINOVA CAPITAL
CORPORATION, a Delaware corporation ("Lender"), or order, at Phoenix,
Arizona, or at such other place as the holder of this Note ("Holder") may
from time to time designate in writing, in lawful money of the United States
of America, the principal sum of TWENTY-THREE MILLION UNITED STATES DOLLARS
(U.S. $23,000,000), or so much thereof as has been disbursed and not repaid,
together with interest on the unpaid principal balance from time to time
outstanding from the date hereof until paid, as more fully provided for below.

Interest shall accrue daily on the basis of the actual number of days
elapsed using a 360-day year. Interest shall accrue initially at an annual
interest rate (the "Initial Interest Rate") equal to the Base Rate (as
hereinafter defined) in effect on the business day immediately prior to the
date of the initial advance of the Loan evidenced by this Note (the "Initial
Base Rate") plus 2.5%, subject to adjustment on each Interest Rate Change
Date (as hereinafter defined), but in no event to exceed the maximum contract
rate permitted under the Applicable Usury Law (as hereinafter defined). The
interest rate shall change on each Interest Rate Change Date by adding to or
subtracting from the Initial Interest Rate, as the case may be, the change,
if any, between Initial Base Rate and the Base Rate in effect on the
applicable Interest Rate Change Date. As used in this Note, the following
capitalized terms have the meaning set forth opposite them below:

"Base Rate" shall mean the rate of interest publicly announced, from time
to time, by Citibank, N.A., New York, New York ("Citibank"), as the base
rate of interest charged by Citibank to its most creditworthy commercial
borrowers notwithstanding the fact that some borrowers of Citibank may
borrow from Citibank at rates of less than such announced Base Rate; and

"Interest Rate Change Date" means each business day of Citibank, N.A., in
which the Base Rate is changed by Citibank, N.A.

Payments of principal and/or interest shall, at the option of Holder,
earn interest after they are due at a rate 4% above the rate otherwise
payable hereunder (the "Default Rate").

Maker agrees to pay an effective rate of interest which is the rate
stated above plus any additional rate of interest resulting from any charges
in the nature of interest paid or to be paid in connection with the loan
evidenced by this Note, but in no event to exceed the maximum contract rate
permitted under the Applicable Usury Law.

-1-

This Note is executed pursuant to a Receivables Loan and Security
Agreement of even date herewith between Maker and Lender (together with any
and all extensions, renewals, modifications and restatements thereof, "Loan
Agreement") and evidences the advances of the Receivables Loan made pursuant
thereto. Defined terms used in this Note not otherwise defined herein shall
have the meaning ascribed to such terms in the Loan Agreement.

Commencing on the last day of the calendar month in which the initial
advance of the loan evidenced hereby is made and on the last day of each
succeeding month thereafter ("Installment Date") until the Receivables Loan
Maturity Date or the date the loan evidenced hereby is paid in full,
whichever date first occurs, Maker will pay or cause to be paid to Holder an
installment payment of principal and interest on this Note equal to 100% of
all proceeds (except required tax and insurance impounds and maintenance and
other assessment payments) of the Receivables Collateral collected during the
month in which the payment is required to be made.

Regardless of whether the proceeds of the Receivables Collateral are
sufficient for that purpose, interest on the principal balance hereof from
time to time outstanding shall be due and payable monthly in arrears on each
Installment Date, and principal payments on the Note in the amounts required
to be paid pursuant hereto or to the Loan Agreement shall be due and payable
at the times specified in the Loan Agreement.

On the Receivables Loan Maturity Date, the entire unpaid principal
balance of this Note, all accrued and unpaid interest, and all other charges
owing in connection with the loan evidenced hereby shall be due and payable
in full.

In the event any installment of principal and/or interest required to
be made in connection with the indebtedness evidenced hereby is not paid when
due (except in the case of the final installment, for which no grace period
is allowed) and such default continues for five business days, or another
Event of Default occurs, Holder may at its option, without further notice or
demand, declare immediately due and payable the entire unpaid principal
balance hereof, all accrued and unpaid interest thereon, and all other
charges owing in connection with the loan evidenced hereby.

This Note may be prepaid, in whole but not in part, in accordance with
and upon payment of the prepayment premium, if any, all as set forth in the
Loan Agreement.

In the event that Holder institutes legal proceedings to enforce this
Note, Maker agrees to pay to Holder in addition to any indebtedness due and
unpaid, all costs and expenses of such proceedings, including, without
limitation, reasonable attorneys' fees.

Holder shall not by any act of omission or commission be deemed to
waive any of its rights or remedies hereunder unless such waiver be in
writing and signed by an authorized officer of Holder and then only to the
extent specifically set forth therein; a waiver on one occasion shall not be
construed as continuing or as a bar to or waiver of such right or remedy on
any other occasion. All remedies conferred upon Holder by this Note or any
other instrument or agreement

-2-

connected herewith or related hereto shall be cumulative and none is
exclusive, and such remedies may be exercised concurrently or consecutively
at Holder's option.

Every person or entity at any time liable for the payment of the
indebtedness evidenced hereby waives: presentment for payment, protest and
demand; notice of protest, demand, dishonor and nonpayment of this Note; and
trial by jury in any litigation arising out of, relating to or connected with
this Note or any instrument given as security heretofore. Every such person
or entity further consents that Holder may renew or extend the time of
payment of any part or the whole of the indebtedness at any time and from
time to time at the request of any other person or entity liable therefor.
Any such renewals or extensions may be made without notice to any person or
entity liable for the payment of the indebtedness evidenced hereby.

This Note is given and accepted as evidence of indebtedness only and
not in payment or satisfaction of any indebtedness or obligation.

Time is of the essence with respect to all of Maker's obligations and
agreements under this Note.

This Note and all its provisions, conditions, promises and covenants
hereof shall be binding in accordance with the terms hereof upon Maker, its
successors and assigns, provided nothing herein shall be deemed consent to
any assignment restricted or prohibited by the terms of the Loan Agreement.

This Note has been delivered in Phoenix, Arizona. This Note shall be
governed by the internal laws of the State of Arizona and, to the extent they
preempt the laws of such state, the laws of the United States; provided, that
if any obligation, agreement or waiver on the part of Maker or any other
person obligated primarily or secondarily on this Note or right or remedy of
Holder shall be invalid or unenforceable under such laws but would be valid
and enforceable under the internal laws of the State of Pennsylvania, then
the internal laws of the State of Pennsylvania shall apply.

This Note is secured by the security interests granted to Lender
pursuant to the Loan Agreement, various Assignments of Deed of Trust and a
Deed of Trust, Assignment of Rents and Proceeds and Security Agreement on
real property located in Mohave County, Arizona, and is guarantied by certain
guarantors.

LONDON BRIDGE RESORT, INC.,
a Delaware corporation

By /s/ X X Xxxxxxx
------------------------
Its: President
-------------------

-3-

Address:

London Bridge Resort, Inc.
0000 Xxxxx'x Xxx Xxxx
Xxxx Xxxxxx, Xxxxxxx

[Maker]

Federal E.I.N. Applied for

-4-

GENERAL COLLATERAL ASSIGNMENT OF
TlMESHARE RECEIVABLE CONTRACTS,
NOTES AND DEEDS OF TRUST

This GENERAL ASSIGNMENT OF TIMESHARE RECEIVABLE CONTRACTS, NOTES AND
DEEDS OF TRUST (this "Assignment") is made as of October 11, 1996 between
LONDON BRIDGE RESORT, INC., a Delaware corporation ("London Bridge") and
FINOVA CAPITAL CORPORATION, a Delaware corporation ("FINOVA").

RECITALS

Prior to the date hereof, QUEEN'S BAY JOINT VENTURE ("Queen's Bay")
has been the owner and Developer of a time share condominium development
commonly known as the London Bridge Resort Time-Share Condominium, located at
0000 Xxxxx'x Xxx Xxxx, Xxxx Xxxxxx Xxxx, Xxxxxxx (the "Project"). The
Project was created pursuant to a Declaration of Covenants, Conditions and
Restrictions for London Bridge Resort Time Share Condominium filed in the
Official Records of Mohave County, Arizona at No. 90-39818 on June 14, 1990
as amended by Amendments and Restatements of such Declaration filed in the
Official Records of Mohave County, Arizona, through and including the
Seventeenth Amendment to Declaration of Covenants, Conditions and
Restrictions for London Bridge Resort Time-Share Condominiums, filed at Book
2720, Page 390 on April 23, 1996 (the "Declaration").

By Warranty Deed dated concurrently herewith Queen's Bay has conveyed
and transferred to London Bridge, for valuable consideration, Queen's Bay's
fee title interest in real property upon which the Project is located, fee
title interest to the real property forming the Annexation Property, as
defined in the Declaration, and fee title interest in and to all Units and
Interval Interests (as both terms are defined in the Declaration) owned by
Queen's Bay (collectively, the "Conveyance").

Since establishing the Project, Queen's Bay has been selling Interval
Units, as defined in the Declaration, to individuals and entities (the
"Timeshare Purchasers") and has been financing the sales price by taking back
notes secured by deeds of trust (the "Timeshare Deeds of Trust") on the
Interval Units sold (the "Timeshare Receivables"). In turn, Queen's Bay has
been selling its interest in the Timeshare Receivables to FINOVA under the
terms of a Purchase and Security Agreement between FINOVA and Queen's Bay
dated June 14, 1994, as amended on June 20, 1995, October 30, 1995 and June
21, 1996 (collectively the "Purchase Agreement") and has been assigning the
related Timeshare Deeds of Trust to FINOVA. The Timeshare Receivables
purchased by FINOVA under the Purchase Agreement (not previously re-assigned
to Queen's Bay in accordance with the Purchase Agreement) are hereinafter
collectively referred to as the "Purchased Timeshare Receivables," and the
corresponding Timeshare Deeds of Trust are hereinafter collectively referred
to as the "Purchased Timeshare Deeds of Trust."

-1-

In connection with the Conveyance, FINOVA and Queen's Bay have entered
into that certain Termination of Purchase and Security Agreement and
Re-Assignment of Receivables dated concurrently herewith, wherein, among
other things, the parties thereto have terminated each others rights and
obligations under the Purchase Agreement, and FINOVA has re-assigned all of
its right, title and interest in the Purchased Timeshare Receivables to
Queen's Bay.

In connection with the Conveyance, Queen's Bay has concurrently
herewith assigned to London Bridge all of its right, title and interest in
the Declaration and to the Timeshare Receivables and the security documents
related thereto including, without limitation, the Purchased Timeshare
Receivables and the Purchased Timeshare Deeds of Trust, pursuant to that
certain Assignment of Timeshare Receivable Contracts, Notes and Deeds of
Trust and Other Rights between Queen's Bay and London Bridge.

In connection with the Conveyance, London Bridge and FINOVA have
established that certain revolving line of credit in the maximum principal
amount at any one time outstanding of $23,000,000 (the "Receivables Loan")
pursuant to that certain Receivables Loan and Security Agreement of even date
herewith (the "Receivables Loan Agreement"). London Bridge will use the
initial advance under the Receivables Loan to purchase the Purchased
Timeshare Receivables, and will use other of its funds to purchase all
Timeshare Receivables which are not Purchased Timeshare Receivables, if any.
The Purchased Timeshare Receivables and the Purchased Timeshare Deeds of
Trust, among other things, shall constitute the collateral for such initial
advance, and London Bridge desires to collaterally assign all of its right,
title and interest to the Purchased Timeshare Receivables and Purchased
Timeshare Deeds of Trust to FINOVA.

INTENDING TO BE LEGALLY BOUND, the undesigned parties have in exchange
for the mutual obligations hereinafter set forth and for other valuable
consideration agreed as follows.

AGREEMENT

1. Incorporation of Recitals. The recitals set forth above are
incorporated herein by reference and thereby made a part of this Assignment.

2. ASSIGNMENT OF PURCHASED TIMESHARE RECEIVABLES. London Bridge
hereby assigns all of its rights, title and interest in and to the Purchased
Timeshare Receivables to FINOVA as collateral, to be administered in
accordance with the applicable terms and provisions of the Receivables Loan
Agreement.

3. CONFIRMATION OF ASSIGNMENTS OF PURCHASED DEEDS OF TRUST.
London Bridge hereby ratifies and confirms the various assignments to FINOVA
of the Purchased Timeshare Deeds of Trust, and assumes such assignments as
its own acts. Upon reasonable request of FINOVA, London Bridge agrees to
execute such individual assignments of Purchased Timeshare Deeds of Trust in
recordable form to grant to FINOVA a title insurable interest therein.

4. OTHER PROVISIONS.

-2-

A. ASSIGNMENT; BINDING EFFECT; AMENDMENT. This Assignment
shall be binding upon and shall inure to the benefit of the parties hereto.
This Assignment, upon execution and delivery, constitutes a valid and binding
agreement of the parties hereto enforceable in accordance with its terms and
may be modified or amended by a written instrument executed by all parties
hereto.

B. ENTIRE AGREEMENT. This Assignment, is the final,
complete and exclusive statement and expression of the agreement among the
parties hereto with relation to the subject matter of this Assignment, it
being understood that there are no oral representations, understandings or
agreements covering the same subject matter as this Assignment. This
Assignment supersedes, and cannot be varied, contradicted or supplemented by
evidence of any prior contemporaneous discussions, correspondence, or oral or
written agreements of any kind.

C. COUNTERPARTS. This Assignment may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute but one and the same
instrument.

D. GOVERNING LAW. This Assignment shall be governed by and
construed in accordance with the internal laws of the State of Arizona,
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Arizona or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Arizona.

E. NO WAIVER. No delay of or omission in the exercise of
any right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Assignment shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in
any such breach or default, or of or in any similar breach or default
occurring later; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default occurring before or after that
waiver.

F. CAPTIONS. The headings of this Assignment are inserted
for convenience only, shall not constitute a part of this Assignment or be
used to construe or interpret any provision hereof.

IN WITNESS WHEREOF, the parties have executed this General Collateral
Assignment of Timeshare Receivable Contracts, Notes and Deeds of Trust on the
date first written above.

LONDON BRIDGE RESORT, INC.
a Delaware corporation

By: /s/ X X Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx, President

[London Bridge]

FINOVA CAPITAL CORPORATION,

-3-

a Delaware corporation

By: /s/ Xxxx Xxxxxx
--------------------------------
Its: Group Vice President
-------------------------------

[FINOVA]

-4-

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by Xxxxxx Xxxxxxx, the President of London Bridge Resort,
Inc., a Delaware corporation, on behalf of the corporation.

In witness whereof, I hereunto set my hand and official seal.

/s/ [illegible]
-----------------------------
Notary Public

My commission expires:

9-21-99
------------------------------------

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 15th day of
October, 1996, by Xxxx Xxxxxx, the Group Vice President of the FINOVA Capital
Corporation, on behalf of the corporation.

In witness whereof, I hereunto set my hand and official seal.

/s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Notary Public

My commission expires:

Jan. 13, 1997
------------------------------------

-5-

FIRST AMENDMENT OF
LOAN AND SECURITY AGREEMENT
(With Consent of Guarantor)

This FIRST AMENDMENT OF LOAN AND SECURITY AGREEMENT (this "First
Amendment") is entered into this 11th day of October 1996, by and between
FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), QUEEN'S BAY
JOINT VENTURE, a Pennsylvania joint venture general partnership ("Queen's
Bay"), and LONDON BRIDGE RESORT, INC., a Delaware corporation ("Borrower").

R E C I T A L S

Queen's Bay and Lender are parties to that certain Loan and Security
Agreement dated October 30, 1995 (the "Acquisition Loan Agreement") pursuant
to which Lender made a mortgage refinance loan to Queen's Bay in the
principal amount of $9,500,000 (the "Acquisition Loan"), as evidenced by that
certain Promissory Note made by Queen's Bay to the order of Lender in the
original principal amount of $9,500,000 dated October 30, 1995 (the
"Acquisition Note"). Pursuant to that certain Assumption Agreement among
Lender, Queen's Bay and Borrower of even date herewith (the "Assumption
Agreement"), Borrower has assumed, jointly and severally with Queen's Bay,
all payment and performance obligations under the Acquisition Loan Agreement
and Acquisition Note. Unless otherwise defined in this First Amendment, all
defined terms used herein shall have the same meaning as ascribed to such
term in the Acquisition Loan Agreement.

Lender and Queen's Bay are also parties to that certain furniture,
fixtures and equipment loan in the principal amount of $336,000 (the "F,F&E
Loan").

Lender has agreed to establish a $23,000,000 revolving line of credit
for Borrower (the "Receivables Loan") in accordance with the terms and
conditions of that certain receivables Loan and Security Agreement between
Borrower and Lender of even date herewith (the "Receivables Loan Agreement")
and as evidenced by that certain Promissory Note of even date herewith in the
original principal amount of Twenty-Three Million Dollars ($23,000,000) (the
"Receivables Note"). Lender, Queen's Bay and Borrower desire to integrate the
terms of the Acquisition Loan Agreement with the terms of the F,F&E Loan and
the Receivables Loan.

A G R E E M E N T S

Now, therefore, in consideration of the premises and the agreement,
provisions and covenants hereinafter set forth, Borrower and Lender hereby
agree as follows:

1. AMENDMENT OF ACQUISITION LOAN AGREEMENT. The Acquisition Loan
Agreement is hereby modified as follows:

-1-

1.1 AMENDMENT OF SECTION 4.1 - GRANT OF SECURITY INTEREST. Section
4.1 of the Acquisition Loan Agreement is hereby amended by deleting such
Section in its entirety and replacing such section with the following:

4.1 GRANT OF SECURITY INTEREST. To
secure (a) payment of the Note and all other amounts
due and payable under the Loan Documents, 9(b) the
performance of Borrower's Obligations, and
(c) Performance of all Obligations under that
certain Receivables Loan and Security Agreement
between Lender and Borrower dated October ___, 1996,
as such terms are defined therein, Borrower hereby
grants to Lender a Security Interest n the
Collateral.

1.2 AMENDMENT OF SECTION 7.1 - EVENTS OF DEFAULT. Section 7.1 of
the Acquisition Loan Agreement is hereby amended by deleting subsection (l)
in its entirety and inserting in its place the following:

(l) RECEIVABLES LOAN DEFAULT. An Event of
Default, as defined therein, has occurred under that
certain Receivables Loan and Security Agreement
between Lender and Borrower dated October ___, 1996,
which evidences a $23,000,000 revolving line of
credit established by Lender for Borrower and the
same has not been cured by Borrower or waived by
Lender.

1.3 EFFECT AND AMENDMENTS. Except as herein amended, the
Acquisition Loan Agreement shall remain in full force and effect.

2. CONDITIONS PRECEDENT TO EFFECTIVENESS. This First Amendment
shall not be binding upon Lender or Borrower unless and until Lender shall
have received in form and substance satisfactory to Lender or Lender shall be
satisfied, as the case may be, with the following:

(a) This First Amendment;

(b) The Assumption Agreement;

(c) Satisfaction of the conditions precedent to the
Receivables Loan as set forth in Section 5.1 of the Receivables Loan
Agreement; and

(d) Such other items as Lender may reasonably require to
accomplish the purposes hereof and to protect its interests hereunder.

3. NO DEFAULTS. Borrower acknowledges and represents that no
event has occurred and no condition exists that would constitute a default or
event of default by Borrower under the Acquisition Loan Agreement or any of
the other Loan documents, with or without notice or lapse of time, or both.

-2-

4. VALIDITY OF LOAN DOCUMENTS. Borrower hereby ratifies,
reaffirms, acknowledges and agrees that the Acquisition Loan Agreement as
hereby amended, and the other Loan Documents represent valid and enforceable
obligations of Borrower.

5. REAFFIRMATION OF WARRANTIES. Borrower hereby reaffirms to
Lender each of the representations, warranties, covenants and agreements of
Borrower as set forth in each of the Loan Documents with the same force and
effect as if each were separately stated herein and made as of the date
hereof.

6. RATIFICATION OF TERMS AND CONDITIONS. All terms, conditions
and provisions of the Acquisition Loan Agreement and each of the other Loan
Documents shall continue in full force and effect and shall remain unaffected
and unchanged except as specifically amended by this First Amendment. In the
event of any conflict between the terms and conditions of this First
Amendment and any of the other Loan Documents, the provisions of this First
Amendment shall control.

7. REPRESENTATIONS, ACKNOWLEDGMENTS, AND AGREEMENTS OF BORROWER.
As material inducements to Lender to enter into the First Amendment, and
acknowledging Lender's reliance upon the truth and occurrence thereof,
Borrower warrants and represents that:

(a) RECITALS TRUE. The Recitals set forth above are true
and correct, that all financial statements and other information delivered to
Lender by or on behalf of Borrower or the Guarantor in connection with this
First Amendment were true and correct as of the respective dates thereof, and
that Borrower's and Guarantor's financial condition has not materially
altered as of the date of this First Amendment from that presented by the
latest such financial statements and other information provided to Lender.

(b) NO ACTIVE BANKRUPTCY. As of the date hereof, Borrower
is not the subject of a pending active bankruptcy proceeding and is not aware
of any threatened bankruptcy proceeding against Borrower nor is Borrower
presently contemplating filing such a proceeding.

(c) NO GUARANTOR BANKRUPTCY. As of the date hereof to the
best of Borrower's knowledge, Guarantor is not the subject of a pending
bankruptcy proceeding and Borrower is not aware of any threatened bankruptcy
proceeding against the Guarantor, nor to the best of Borrower's knowledge, is
the Guarantor contemplating filing such a proceeding;

(d) NO LITIGATION. There are not proceedings pending or
threatened against or affecting Borrower, or to the best of Borrower's
knowledge, threatened against or affecting the Guarantor, in any court,
before any governmental authority, or arbitration board or tribunal which may
now or in the future materially adversely affect Borrower or the Guarantor;

(e) NO SETOFF RIGHTS. Borrower hereby acknowledges and
agrees that as of the date hereof there are not existing claims, defense or
rights of setoff whatsoever with respect to Borrower's obligations to Lender
under the Acquisition Loan Agreement and the Loan Documents;

-3-

(f) PROPER AUTHORIZATION. This First Amendment has been
authorized by all necessary action and when executed will be the legal, valid
and binding obligation of Borrower enforceable against Borrower in accordance
with its terms.

8. RIGHTS OF LENDER. In addition to the rights and remedies of
Lender under the Loan Documents, and subject to any applicable notice or cure
provisions contained in the Loan Documents, Lender shall be free to exercise,
in Lender's discretion, its rights and remedies under the Loan Documents upon
and after the occurrence of any default by Borrower in the performance of the
terms or conditions of this First Amendment, or if any of the Borrower's
representations hereunder shall prove to have been materially false when made.

9. NO WAIVER OF DEFAULTS. This First Amendment in no way acts as
a waiver of any default of Borrower or as a release or relinquishment of any
of the liens, security interests, rights or remedies securing payment and
performance of Borrower's obligations to Lender. Such liens, security
interests, rights and remedies are hereby ratified, confirmed, preserved,
renewed and extended by Borrower in all respects.

10. NO CLAIMS. As of the date of this First Amendment, Borrower
has no claims, demands, suits, cross-complaints, or causes of action of any
nature arising from the default or breach by Lender of its obligations under
the Acquisition Loan Agreement or any other Loan Document which Borrower
knows of and which are based upon facts or occurrences existing as of the
date of this First Amendment.

11. COMPLETE AGREEMENT. Notwithstanding anything to the contrary
contained herein or in any other instrument executed by Borrower or Lender,
and notwithstanding any other action or conduct by Borrower or Lender on or
before the date hereof, the agreements, covenants and provisions of this
First Amendment shall constitute the only evidence of Lender's agreement to
modify the Acquisition Loan Agreement. No express or implied consent to any
further modifications shall be inferred or implied by Lender's execution of
this First Amendment.

12. ALL MODIFICATIONS TO BE IN WRITING. Lender's execution of this
First Amendment shall not constitute either an express or implied waiver of
the requirement that any further modification of the Acquisition Loan
Agreement or any other Loan Document shall require the express written
approval of Lender.

13. OTHER WRITINGS. Lender and Borrower will execute such other
documents and instruments as may be necessary to complete the intentions of
Lender and Borrower evidenced by this First Amendment.

14. BROKER INDEMNITY. Borrower agrees to hold Lender harmless from
and defend Lender against the claims of any person or entity who may alleged
that a fee or commission is due from Lender in connection with this
transaction.

-4-

IN WITNESS WHEREOF, this First Amendment of Loan and Security
Agreement is executed as of the day first written above.

QUEEN'S BAY JOINT VENTURE, a
Pennsylvania Joint Venture General Partnership

By: QUEEN'S BAY ASSOCIATES LIMITED
PARTNERSHIP, a New York Limited
Partnership, Managing Partner

By: ARG, INC., a Delaware corporation,
General Partner

By: /s/ X X Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Its President

[Queen's Bay]

LONDON BRIDGE RESORT, INC.,
a Delaware corporation

By: /s/ X X Xxxxxxx
------------------------------------------
Its: President
------------------------------------------
[Borrower]

FINOVA CAPITAL CORPORATION,
a Delaware corporation

By: /s/ Xxxx Xxxxxx
------------------------------------------
Its: Group Vice President
------------------------------------------

[Lender]

-5-

CONSENT OF GUARANTOR

The undersigned hereby acknowledges that he executed a Guarantee and
Subordination Agreement dated as of June 14, 1994, in favor of FINOVA Capital
Corporation, a Delaware corporation ("Lender"), as amended by that certain
First Amendment of Guarantee and Subordination Agreement dated June 20, 1995,
that certain Second Amendment of Guarantee and Subordination Agreement dated
October 30, 1995, and that certain Third Amendment of Guarantee and
Subordination Agreement dated June 21, 1996 (the "Guarantee").

The undersigned hereby acknowledges that QUEEN'S BAY JOINT VENTURE, a
Pennsylvania joint venture general partnership ("Queen's Bay"), LONDON BRIDGE
RESORT, INC., a Delaware corporation ("Borrower") and Lender have executed a
First Amendment of Loan and Security Agreement of which this Consent is a
part (the "First Amendment") which resulted in an amendment to the
Acquisition Loan Agreement. The undersigned hereby consents to the First
Amendment.

In consideration of Lender entering into the First Amendment, the
undersigned agrees to execute a Fourth Amendment of Guarantee and
Subordination Agreement wherein the undersigned guarantees all of the Queen's
Bay's and Borrower's obligations to Lender under the Acquisition Loan.

The undersigned acknowledges and agrees that the Guarantee, as such
Guarantee is modified by the Fourth Amendment of Guarantee and Subordination
Agreement, shall continue in full force and effect. The undersigned further
acknowledges that he has no defense, offset or counterclaim with respect to
enforcement against him of the provisions of the Guarantee, as amended, or
any prior guarantees.

DATED as of this 11th day of October, 1996.

/s/ X X Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx

-6-

This instrument was prepared by
and after recording return to:

Xxxxxxx X. Xxxxx, Esq.
Xxxxx & Xxx PLC
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000

SECOND MODIFICATION AND AMENDMENT OF
DEED OF TRUST, ASSIGNMENT OF RENTS AND PROCEEDS
AND SECURITY AGREEMENT

This Modification and Amendment of Deed of Trust (this "Modification")
is made and entered into this 11th day of October 1996, by and between LONDON
BRIDGE RESORT, INC., a Delaware corporation ("Trustor") (as successor-in-title
to QUEEN'S BAY JOINT VENTURE, a Pennsylvania joint venture general
partnership ("Queen's Bay")) whose mailing address is 0000 Xxxxx'x Xxx Xxxx,
Xxxx Xxxxxx, Xxxxxxx 00000, and FINOVA CAPITAL CORPORATION, a Delaware
corporation ("Beneficiary"), having its principal office and mailing address
at 0000 X. Xxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 (attn:
Vice President - Portfolio Management, Resort Finance).

R E C I T A L S

Queen's Bay has executed and delivered to Beneficiary a Deed of Trust,
Assignment of Rents and Proceeds and Security Agreement dated as of October
30, 1995, which deed of trust was recorded November 1, 1995, in the Official
Records of the Mohave County, Arizona, Recorder in Book 2642, Page 891, as
such deed of trust is modified by that certain Modification and Amendment of
Deed of Trust, Assignment of Rents and Proceeds and Security Agreement dated
June 21, 1996, which instrument was recorded August ___, 1996, in the
Official Records of the Mohave County, Arizona, Recorder in Book _____,
Page ____ (collectively, the "Deed of Trust"). The Deed of Trust grants
Beneficiary a lien on the real property described therein (the

"Real Property"). Concurrently herewith, Queen's Bay has conveyed the Real
Property to Trustor.

Queen's Bay and Beneficiary are parties to that certain Loan and
Security Agreement dated October 30, 1995 (the "Acquisition Loan Agreement")
pursuant to which Beneficiary made a loan to Queen's Bay in the principal
amount of $9,500,000 (the "Acquisition Loan") as evidenced by that certain
Promissory Note dated October 30, 1995, in the original principal amount of
$9,500,000 (the "Acquisition Note"). The Deed of Trust secures, among other
things, payment and performance of the Acquisition Loan Agreement and the
Acquisition Note. Trustor has assumed the obligations of Queen's Bay,
jointly and severally with Queen's Bay, arising under the Acquisition Loan
Agreement and Acquisition Note pursuant to that certain Assumption Agreement
among Queen's Bay, Trustor and Beneficiary of even date herewith.

Queen's Bay and Beneficiary are also parties to that certain Purchase
and Security Agreement dated June 14, 1994, as amended by that certain First
Amendment of Purchase and Security Agreement dated June 20, 1995, that
certain Second Amendment of Purchase and Security Agreement dated October 30,
1995, and that certain Third Amendment of Purchase and Security Agreement
dated June 21, 1996 (collectively, the "Purchase Agreement"). Performance by
Queen's Bay under the Purchase Agreement is secured by the Deed of Trust.
Queen's Bay and Beneficiary have terminated the Purchase Agreement pursuant
to that certain Termination of Purchase and Security Agreement and
Re-Assignment of Receivables of even date herewith.

Trustor and Beneficiary are parties to that certain Receivables Loan
and Security Agreement of even date herewith (the "Receivables Loan
Agreement") pursuant to which Beneficiary has agreed to establish a revolving
line of credit for Trustor in the principal amount of Twenty-Three Million
Dollars ($23,000,000) as evidenced by that certain Promissory Note of even
date herewith in the maximum principal amount of Twenty-Three Million Dollars
($23,000,000) (the "Receivables Note").

Trustor and Beneficiary have also entered into that certain First
Amendment of Loan and Security Agreement of even date herewith (the "First
Amendment") pursuant to which the Acquisition Loan Agreement has been
modified and amended to cross default payment and performance of the
Acquisition Loan with the payment and performance of the Receivables Loan.

Trustor and Beneficiary desire that the Deed of Trust be amended to:
(i) substitute London Bridge Resort, Inc. as the trustor thereunder; (ii)
secure repayment of the Receivables Loan as evidenced by the Receivables Loan
Agreement and the Receivables Note; and (iii) secure performance under the
Acquisition Loan Agreement, as amended by the First Amendment, as well as
securing repayment of the other obligations presently secured thereby.

Now, therefore, in consideration of the mutual covenants contained
herein, and for other valuable consideration, the parties agree as follows:

-2-

AGREEMENTS

1. AMENDMENT OF DEED OF TRUST.

(a) CHANGE OF TRUSTOR. The Deed of Trust is hereby amended
to change the "trustor" thereunder from Queen's Bay Joint Venture, a
Pennsylvania joint venture general partnership, to London Bridge Resort,
Inc., a Delaware corporation. The address for trustor shall remain the same.

(b) ADDITIONAL OBLIGATIONS SECURED. It is understood and
agreed that the Deed of Trust is hereby amended to secure, in addition to any
amounts and obligations previously secured thereon, the Receivables Loan and
the Receivables Note in the principal amount of Twenty-Three Million Dollars
($23,000,000), plus interest and costs as set forth therein, and performance
by Trustor of all its obligations (i) under the Receivables Loan Agreement,
and (ii) under the Acquisition Loan Agreement as amended by the First
Amendment.

2. NO AFFECT ON EXISTING LIEN OR OBLIGATIONS. All of the property
described in the Deed of Trust (not previously released therefrom) shall
remain in all respects subject to the lien, charge and encumbrance thereof
and nothing contained herein and nothing done pursuant hereto, shall affect
or be construed to affect the lien, charge or encumbrance of the Deed of
Trust or the priority thereof over other liens, charges or encumbrances, or
to release or affect the liability of any party or parties who may now or
hereafter be liable thereunder.

3. NO OTHER MODIFICATIONS. This Modification is a modification
only and shall relate back to the date of the original execution of the Deed
of Trust. Except as herein modified, all terms and conditions of the Deed of
Trust shall remain in full force and effect.

4. EXECUTION IN COUNTERPARTS. This Modification may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Second Modification
and Amendment of Deed of Trust on the date and year first written above.

LONDON BRIDGE RESORT, INC.
a Delaware corporation

By: /s/ X X Xxxxxxx
------------------------------------------
Its: President
-----------------------------------------

[Trustor]

-3-

FINOVA CAPITAL CORPORATION,
a Delaware corporation

By: /s/ [ILLEGIBLE]
------------------------------------------
Its: Group Vice President
------------------------------------------

[Beneficiary]

ACKNOWLEDGED AND
AGREED TO: QUEEN'S BAY JOINT VENTURE, a
Pennsylvania Joint Venture General
Partnership

By: QUEEN'S BAY ASSOCIATES,
LIMITED PARTNERSHIP, a New
York limited partnership,
Managing Partner

By: ARG, INC., a Delaware
corporation, General Partner

By: /s/ X X Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Its President

[Trustor]

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by Xxxxxx X. Xxxxxxx, the President of London Bridge Resort,
Inc., a Delaware corporation, on behalf of the corporation.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Xxxxxxxx Xxxxxx
-------------------------------------
Notary Public
My commission expires:

9-20-99
----------------------

-4-

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 15th day of
October, 1996, by Xxxx Xxxxxx, the Group Vice President of the FINOVA Capital
Corporation, on behalf of the corporation.

In witness whereof, I hereunto set my hand and official seal.

/s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Notary Public
My commission expires:

Jan. 13, 1997
----------------------

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by Xxxxxx X. Xxxxxxx, the President of ARG, INC., a Delaware
corporation, in its capacity as a general partner of Queen's Bay Associates
Limited Partnership, a New York limited partnership, in its capacity as the
managing partner of Queen's Bay Joint Venture, a Pennsylvania joint venture
general partnership, on behalf of said joint venture general partnership.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Notary Public
My commission expires:

9-20-99
----------------------

-5-

When recorded, return to:

Ekbom & Xxx PLC
0000 Xxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.

ASSUMPTION AGREEMENT

This ASSUMPTION AGREEMENT (this "Agreement") is made this 11th day of
October, 1996, by and among FINOVA CAPITAL CORPORATION, a Delaware corporation
("Lender"), QUEEN'S BAY JOINT VENTURE, a Pennsylvania joint venture general
partnership ("Borrower") and LONDON BRIDGE RESORT, INC., a Delaware corporation
("Transferee").

R E C I T A L S

Borrower and Lender are parties to that certain Loan and Security
Agreement dated October 30, 1995 (the "Acquisition Loan Agreement") pursuant to
which Lender made a mortgage refinance loan to Queen's Bay in the principal
amount of $9,500,000 (the "Acquisition Loan"), as evidenced by that certain
Promissory note made by Queen's Bay to the order of Lender in the original
principal amount of $9,500,000 dated October 30, 1995 (the "Acquisition Note").
The Acquisition Loan is secured, among other things, by that certain Deed of
Trust, Assignment of Rents and Proceeds and Security Agreement wherein Borrower
appears as Trustor and Lender appears as beneficiary dated October 30, 1995,
which instrument is recorded with the Mohave County, Arizona, Recorder's Office
as of November 1, 1995, as Document No. 95057388 (the "Deed of Trust"). The
Deed of Trust is a lien on the real property described therein, not previously
released from such lien (the "Property").

Borrower desires to transfer the Property (through an intermediate
transfer to Borrower's ultimate principal) to Transferee, which is a corporation
wholly owned by the ultimate principal of Borrower, and Transferee desires to
accept title to the Property, and to assume all of the obligations of Borrower
under the Acquisition Note, Acquisition Loan Agreement and Deed of Trust
(together with all documents referred to therein, the "Loan Documents"). Lender
is willing to consent to the transfer of the Property and accept this assumption
on condition that Borrower remain fully liable for all performances, obligations
and duties under the Loan Documents as if this Agreement had not been entered
into, and upon the terms and conditions set forth herein.

A G R E E M E N T S

Now, therefore, for good and valuable consideration, the parties agree
as follows:

-1-

1. TRANSFEREE ASSUMES LOAN. Transferee hereby assumes and agrees to
pay, perform and be bound by all of the terms, provisions, covenants and
warranties of Borrower under the Loan Documents. Transferee shall be liable for
the payment and performance of all of the terms, conditions, covenants and
warranties of the Loan Documents as if Transferee had executed such documents
originally. The term "Trustor", "Borrower", "Maker", and "Debtor" where used in
the Loan Documents or in any other instrument evidencing or securing the Note,
shall be deemed to mean and refer to Transferee hereunder, as the context
requires.

2. BORROWER JOINTLY AND SEVERALLY LIABLE. Notwithstanding the
transfer of the Property by Borrower to Transferee, and notwithstanding any term
or provision of the Loan Documents or this Agreement to the contrary, Borrower
shall remain primarily liable for all performances, obligations, and duties
under the Loan Documents, jointly and severally, with Transferee.

3. REPRESENTATIONS AND WARRANTIES. Borrower and Transferee
represent and warrant:

(a) The Loan Documents and this Agreement constitute the legal,
valid and binding obligations of Borrower and Transferee enforceable in
accordance with their respective terms; and

(b) Borrower and Transferee have no defense, setoff or
counterclaim to their obligations under the Loan Documents or this Agreement.

4. NO DISCHARGE OR RELEASE. Any lien or security interest securing
payment of the Note shall continue to secure the Note. No payment or discharge
is intended by this Agreement and all liens and security interests shall
continue in full force, unimpaired from the date of their execution.

5. NO CONFLICTING AGREEMENTS. Transferee represents and warrants
that neither the execution and delivery of this Agreement, the consummation of
the transactions contemplated hereby, nor the fulfillment of or compliance with
the terms or conditions of this Agreement conflict with or result in a breach of
any of the terms, conditions or provisions of any other agreement or instrument
to which it is a party or by which it is bound.

6. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Arizona.

7. NOTICES. Transferee's address for notices is:

London Bridge Resort, Inc.
0000 Xxxxx'x Xxx Xxxx
Xxxx Xxxxxx, Xxxxxxx
Attn: Xxxxxx X. Xxxxxxx

-2-

8. BINDING AGREEMENT. All agreements, covenants, conditions and
provisions of this Agreement shall apply to and bind the heirs, successors and
assigns of each party.

9. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Assumption
Agreement to be executed as of the day and year first written above.

QUEEN'S BAY JOINT VENTURE,
a Pennsylvania Joint Venture General
Partnership

By: QUEEN'S BAY ASSOCIATES
LIMITED PARTNERSHIP, a
New York limited partnership, Managing
Partner

By: ARG, INC., a Delaware corporation,
General Partner

By: /s/ X X Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx
Its President

[Borrower]

LONDON BRIDGE RESORT, INC.,
a Delaware corporation

By: /s/ X X Xxxxxxx
---------------------------------------
Its: President
--------------------------------------

[Transferee]

FINOVA CAPITAL CORPORATION,
a Delaware corporation

By: /s/ Xxxx Xxxxxx
---------------------------------------
Its: Group Vice President
--------------------------------------

[Lender]

-3-

STATE OF PENNSYLVANIA )
) ss.
County of Xxxxxxxxxx )

The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by Xxxxxx X. Flatly, the President of ARG, INC., a Delaware
corporation, in its capacity as a general partner of Queen's Bay Associates
Limited Partnership, a New York limited partnership, in its capacity as the
managing partner of Queen's Bay Joint Venture, a Pennsylvania joint venture
general partnership, on behalf of said joint venture general partnership.

IN WITNESS WHEREOF, I hereunder set my hand and official seal.

/s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Notary Public

My Commission Expires:

9-20-99
----------------------------------

STATE OF PENNSYLVANIA )
) ss.
County of Xxxxxxxxxx )

The foregoing instrument was acknowledged before me this 11th day of
October, 1996, by Xxxxxx Xxxxxxx, the President of London Bridge Resort, Inc., a
Delaware corporation, on behalf of the corporation.

IN WITNESS WHEREOF, I hereunder set my hand and official seal.

/s/ Xxxxxxxx Xxxxxxx
--------------------------------------
Notary Public

My Commission Expires:

4-20-99
----------------------------------

-4-

STATE OF ARIZONA )
) ss.
County of Maricopa )

The foregoing instrument was acknowledged before me this 15th day of
October, 1996, by Xxxx Xxxxxx, the Group Vice President of the FINOVA Capital
Corporation, on behalf of the corporation.

IN WITNESS WHEREOF, I hereunder set my hand and official seal.

/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Notary Public

My Commission Expires:

Jan. 13, 1997
----------------------------------

-5-

FIRST AMENDMENT OF
SERVICES AND FEES AGREEMENT

This FIRST AMENDMENT OF SERVICES AND FEES AGREEMENT (this "First
Amendment") is entered into this 11th day of October, 1996, by and between
FINOVA PORTFOLIO SERVICES, INC., an Arizona corporation, formerly known as GFC
Portfolio Services, Inc. ("FPSI"), QUEEN'S BAY JOINT VENTURE, a Pennsylvania
joint venture general partnership ("Queen's Bay"), and LONDON BRIDGE RESORT,
INC., a Delaware corporation ("Transferee").

R E C I T A L S

Queen's Bay and FPSI are parties to that certain Services and Fees
Agreement dated as of June 14, 1994 (the "Agreement"). Unless otherwise defined
in this First Amendment, all defined terms used herein shall have the same
meaning as ascribed to such term in the Agreement.

The Agreement was executed in connection with that certain Servicing
Agreement (the "Servicing Agreement") among FPSI, Queen's Bay and FINOVA Capital
Corporation ("FINOVA") (formerly known as Greyhound Financial Corporation),
wherein FPSI agreed to service the "Assigned Accounts", as defined therein.
Queen's Bay has agreed to transfer the Assigned Accounts to Transferee, a
corporation which initially will be wholly owned by ultimate principal of
Queen's Bay.

FPSI, FINOVA and Queen's Bay desire to amend and modify the terms of the
Agreement to (i) substitute Transferee for Queen's Bay as the "Client" under the
Agreement, and (ii) redesignate the parties as provided below.

A G R E E M E N T S

Now, therefore, in consideration of the premises and the agreement,
provisions and covenants hereinafter set forth, the parties hereby agree as
follows:

1. REDESIGNATION OF PARTIES. On and after the date hereof, (i) all
references to "Lender/Purchaser" under the Agreement shall refer to FINOVA
Capital Corporation, and (ii) all references to "Client" under the Agreement
shall refer to London Bridge Resort, Inc.

2. SUBSTITUTION OF PARTY. On and after the date hereof, London Bridge
Resort, Inc. shall be the "Client" under the Agreement, and Queen's Bay Joint
Venture shall no longer be a party to the Agreement.

3. COMPLETE AGREEMENT. Notwithstanding anything to the contrary
contained herein or in any other instrument executed by FPSI, Queen's Bay,
FINOVA or Transferee, and notwithstanding any other action or conduct by FPSI,
Queen's Bay, FINOVA or Transferee on or

-1-

before the date hereof, the agreements, covenants and provisions of this
First Amendment shall constitute the only evidence of the parties' agreement
to amend and modify the Agreement.

4. OTHER WRITINGS. FPSI, FINOVA, Queen's Bay and Transferee will execute
such other documents and instruments as may be necessary to complete the
intentions of the parties evidenced by this First Amendment.

IN WITNESS WHEREOF, this First Amendment of Services and Fees Agreement is
executed as of the day first written above.

QUEEN'S BAY JOINT VENTURE,
a Pennsylvania joint venture general
partnership

By: QUEEN'S BAY ASSOCIATES
LIMITED PARTNERSHIP, a
New York limited partnership, Managing
Partner

By: ARG, INC., a Delaware corporation,
General Partner

By: /s/ X X Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Its President

[Queen's Bay]

LONDON BRIDGE RESORT, INC.,
a Delaware corporation

By: /s/ X X Xxxxxxx
---------------------------------------
Its: President
--------------------------------------

[Transferee]

FINOVA CAPITAL CORPORATION,
a Delaware corporation, formerly known as
Greyhound Financial Corporation

By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Its: V.P.
--------------------------------------

[FINOVA]

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FINOVA PORTFOLIO SERVICES, INC.,
an Arizona corporation, formerly known as GFC
Portfolio Services, Inc.

By: /s/ Xxxx Xxxxxx
---------------------------------------
Its: Group Vice President
--------------------------------------

[FPSI]

-3-

FIRST AMENDMENT OF
SERVICING AGREEMENT

This FIRST AMENDMENT OF SERVICING AGREEMENT (this "First Amendment") is
entered into this 11th day of October, 1996, by and between FINOVA CAPITAL
CORPORATION, a Delaware corporation, formerly known as Greyhound Financial
Corporation ("Buyer"), FINOVA PORTFOLIO SERVICES, INC., an Arizona corporation,
formerly known as GFC Portfolio Services, Inc. ("Servicing Agent"), QUEEN'S BAY
JOINT VENTURE, a Pennsylvania joint venture general partnership ("Seller"), and
LONDON BRIDGE RESORT, INC., a Delaware corporation ("Transferee").

R E C I T A L S

Buyer, Servicing Agent and Seller are parties to that certain Servicing
Agreement dated as of June 14, 1994 (the "Agreement"). Unless otherwise defined
in this First Amendment, all defined terms used herein shall have the same
meaning as ascribed to such term in the Agreement.

The Agreement was executed in connection with that certain Purchase and
Security Agreement dated June 14, 1994, as amended by that certain First
Amendment of Purchase and Security Agreement dated June 20, 1995, that certain
Second Amendment of Purchase and Security Agreement dated October 30, 1995, and
that certain Third Amendment of Purchase and Security Agreement dated June 21,
1996 (the "Purchase Agreement").

Seller has agreed to transfer all of its right, title and interest in the
Assigned Accounts to Transferee, a corporation wholly owned by ultimate
principal of Seller.

Buyer has agreed to establish a $23,000,000 revolving line of credit for
Transferee (the "Receivables Loan") in accordance with the terms and conditions
of that certain Receivables Loan and Security Agreement between Transferee and
Buyer of even date herewith (the "Receivables Loan Agreement") and as evidenced
by that certain Promissory Note of even date herewith in the original principal
amount of Twenty-Three Million Dollars ($23,000,000) (the "Receivables Note").

In conjunction with the making of the Receivables Loan, the Purchase
Agreement and Buyer's and Seller's obligations thereunder, will be terminated.

Buyer and Seller desire to amend and modify the terms of the Agreement to
(i) substitute Transferee for Seller as a party under the Agreement, (ii) modify
the Agreement to eliminate or correct references to the Purchase Agreement,
which is being terminated, and refer instead to the Receivables Loan Agreement
which is being established in its stead, and (iii) redesignate the parties as
provided below.

-1-

A G R E E M E N T S

Now, therefore, in consideration of the premises and the agreement,
provisions and covenants hereinafter set forth, the parties hereby agree as
follows:

1. REDESIGNATION OF PARTIES. On and after the date hereof, (i) all
references to "Buyer" under the Agreement shall refer to FINOVA Capital
Corporation, which shall be designated as "Lender" under the Agreement, and (ii)
all references to "Seller" under the Agreement shall refer to London Bridge
Resort, Inc., which shall be designated as "Borrower" under the Agreement.

2. REVISION OF SECTION 2.1(a). Section 2.1(a) of the Agreement is hereby
deleted in its entirety and replaced with the following:

(a) Unless extended by Lender, Borrower and Servicing Agent, this
Agreement shall terminate 60 days after the occurrence of the
Receivables Loan Maturity Date, as such term is defined in the
Receivables Loan and Security Agreement between Borrower and Lender.

3. REFERENCES TO PURCHASE AGREEMENT. Except for the revision set forth
in paragraph 2 above, all references in the Agreement to the "Purchase
Agreement" shall refer to the Receivables Loan Agreement.

4. SUBSTITUTION OF PARTY. On and after the date hereof, London Bridge
Resort, Inc. shall be the "Borrower" under the Agreement, and Queen's Bay Joint
Venture shall no longer be a party to the Agreement.

5. COMPLETE AGREEMENT. Notwithstanding anything to the contrary
contained herein or in any other instrument executed by Seller, Buyer or
Transferee, and notwithstanding any other action or conduct by Seller, Buyer or
Transferee on or before the date hereof, the agreements, covenants and
provisions of this First Amendment shall constitute the only evidence of Buyer's
and Seller's agreement to amend and modify the Agreement.

6. OTHER WRITINGS. Buyer, Seller and Transferee will execute such other
documents and instruments as may be necessary to complete the intentions of
Buyer, Seller and Transferee evidenced by this First Amendment.

IN WITNESS WHEREOF, this First Amendment of Servicing Agreement is
executed as of the day first written above.

QUEEN'S BAY JOINT VENTURE,
a Pennsylvania joint venture general partnership

By: QUEEN'S BAY ASSOCIATES
LIMITED PARTNERSHIP, a New York

-2-

limited partnership, Managing Partner

By: ARG, INC., a Delaware corporation,
General Partner

By: /s/ X X Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
Its President

[Seller]

LONDON BRIDGE RESORT, INC.,
a Delaware corporation

By: /s/ X X Xxxxxxx
---------------------------------------
Its: President
--------------------------------------

[Transferee]

FINOVA CAPITAL CORPORATION,
a Delaware corporation, formerly known as
Greyhound Financial Corporation

By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Its: V.P.
--------------------------------------

[FINOVA]

FINOVA PORTFOLIO SERVICES, INC.,
an Arizona corporation, formerly known as
GFC Portfolio Services, Inc.

By: /s/ Xxxx Xxxxxx
---------------------------------------
Its: Group Vice President
--------------------------------------

[FPSI]

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