February 15, 2007

EXHIBIT (d)(5)

February 15, 2007

Diamond Resorts, LLC

0000 Xxx Xxxxx Xxxx., Xxxxx

Xxx Xxxxx, Xxxxxx 00000

Attention: Xxxxxxx X. Cloobeck

Re: Amendment to Exclusivity Letter

Ladies and Gentlemen:

Reference is made to the letter agreement by and between Sunterra Corporation (“Sunterra”) and Diamond Resorts, LLC (“Diamond”), dated December 13, 2006, as previously amended through the date hereof (the “Exclusivity Letter”). This letter agreement, when countersigned by you in the space indicated below, sets forth the agreement of Sunterra with Diamond as follows:

1. Paragraph 2 of the Exclusivity Letter is hereby amended by deleting the date “February 15, 2007” and inserting in lieu thereof the date “February 22, 2007.”

2. Paragraph 6 of the Exclusivity Letter is hereby amended by deleting the date “February 15, 2007” and inserting in lieu thereof the date “February 22, 2007.”

3. Except as modified hereby, the Exclusivity Letter shall remain in full force and effect and is ratified in all respects. On and after the effectiveness of this letter agreement, each reference in the Exclusivity Letter to “this letter agreement,” “hereunder,” “hereof,” “herein” or words of like import, shall mean and be a reference to the Exclusivity Letter, as amended by this letter agreement.

4. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York.

5. This letter agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but such counterparts shall together constitute one and the same letter agreement.

[SIGNATURE PAGE FOLLOWS]

February 15, 2007

Page 2

Please evidence your agreement to the foregoing by executing and returning the enclosed duplicate copy of this letter upon which this letter agreement shall become our mutually binding agreement.

Very truly yours,
Sunterra Corporation
By:		/s/ Xxxxx X. Xxxxxxxxxxx
		Name:		Xxxxx X. Xxxxxxxxxxx
		Title:		Interim President and CEO

Accepted and Agreed to as of the date first written above:
Diamond Resorts, LLC
By:		/s/ Xxxxxxx Cloobeck
		Name:
		Title: