SECOND AMENDMENT TO TRANSIENT OCCUPANCY TAX AGREEMENT

City of Indio, California THIS SECOND AMENDMENT TO TRANSIENT OCCUPANCY TAX AGREEMENT (the "SECOND AMENDMENT"), made and entered into as of this 3" 1 day of December 2008, by and between the undersigned parties, amends and modifies that certain "TRANSIENT OCCUPANCY TAX AGREEMENT" dated March 9, 2004 by and between the CITY OF INDIO, a California municipal corporation ("City"), TRENDWEST RESORTS, INC., an Oregon Corporation ("Trendwest"), WOLRDMARK, THE CLUB, a California nonprofit mutual benefit corporation that owns and operates resorts marketed by Trendwest ("WorldMark"), and WESTERN PACIFIC RESORT DEVELOPMENT, a California general partnership ("Western Pacific"), (the "AGREEMENT"), as said AGREEMENT was first administratively amended and clarified as to a non-monetary matter pursuant to AGREEMENT Section 11(i) by and between City and WYNDHAM RESORT DEVELOPMENT CORPORATION, an Oregon Corporation that has served as Trendwest's superseding corporate identity for all business purposes since December 14, 2006 ("Wyndham") via that certain "AMENDMENT TO TRANSIENT OCCUPANCY TAX AGREEMENT" dated June 17, 2008 (the "FIRST AMENDMENT"). This SECOND AMENDMENT, like the FIRST AMENDMENT, is prepared and executed pursuant to Section 11(i) of the AGREEMENT, but the parties hereto are City and Western Pacific. RECITALS A. City and Western Pacific (each a "Party," in the aggregate the "Parties") understand and agree that the Western Pacific Trigger Date as defined by the AGREEMENT has been delayed by factors beyond said Parties' control or influence. The impact of this delay is that absent an amendment to the AGREEMENT as amended by the FIRST AMENDMENT (the "AMENDED AGREEMENT"), Western Pacific's enjoyment of its share in the AGREEMENT's benefits arising from the Project's success will he delayed. B. Neither of the Parties views this delay as equitable. This issue has necessitated the negotiation and execution by the Parties of this SECOND AMENDMENT to the AMENDED AGREEMENT. C. The undersigned Parties are in agreement as to the following matters: The FIRST AMENDMENT represented a necessary and proper accommodation of Wyndham as to the timing of the payments due to Wyndham as the lawful successor in interest to Trendwest vis a vis the AGREEMENT, properly considered and approved under Section 8(c) of the AGREEMENT in a manner consistent with Section 8(e) of the AGREEMENT.
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ii. The Parties intend this SECOND AMENDMENT to accelerate the commencement of City's issuance of the Western Pacific Payments without augmenting the AGREEMENT'S aggregate benefit to Western Pacific as it may be reasonably anticipated. D. The undersigned Parties have presented a true and correct copy of this SECOND AMENDMENT to Wyndham not less than one week prior to its execution. NOW, THEREFORE, in consideration of the recitals, covenants, agreements and stipulations contained herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned parties do agree as follows: Substance of Amendment - Recitals Incorporated, Definitions, Continued Binding 1. Force of Agreement, Effective Date. The recitals set forth above are true and correct and have been relied upon by the undersigned parties as a material inducement to enter this SECOND AMENDMENT; as such, all recitals above are hereby incorporated herein by this reference. Each capitalized term not defined herein shall have the meaning ascribed to it in the AGREEMENT. Except as herein expressly modified, and excluding Sections 12 and 13 reflected in the FIRST AMENDMENT but irrelevant to any Western Pacific concern, all of the provisions of the AMENDED AGREEMENT, are hereby ratified and confirmed and remain in full force and effect. This SECOND AMENDMENT has been negotiated, prepared and executed by and between City and Western Pacific, by their respective duly authorized representatives, per Section 11(i) of the AGREEMENT. Each of the undersigned understands and agrees that a condition precedent to this SECOND AMENDMENT being binding and effective by and between them is the approval of this SECOND AMENDMENT by City's City Council. 2. New Section 14. Section 14 is added to the AMENDED AGREEMENT, and between the undersigned parties only, as follows: y

"14. Western Pacific Payments. The following provisions insure Western Pacific's receipt of the Western Pacific Payments in a manner acceptable to the undersigned parties. (a) "Western Pacific Trigger Date" Redefined. The term "Western Pacific Trigger Date" is hereby redefined by and between the undersigned Parties, notwithstanding any provision of the AMENDED AGREEMENT or part thereof to the contrary, as follows: The date of the last City quarterly payment to Wyndham under the AMENDED AGREEMENT, i.e., the date upon which the aggregate City payments to Wyndham under the AMENDED AGREEMENT total the full amount of the Wyndham Payment.
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(b) "Western Pacific Payments" Redefined. The term "Western Pacific Payments" is hereby redefined by and between the undersigned Parties, notwithstanding any provision of the AMENDED AGREEMENT or part thereof to the contrary, as follows: Quarterly City payments of a percentage of Project TOT to Western Pacific as defined herein; a condition precedent of City's obligation to make any Western Pacific Payments hereunder shall be City's payment in full of the Wyndham Payment. (c) Total of Western Pacific Payments. The total of the Western Pacific Payments shall be exactly two million six hundred thousand dollars ($2,600,000.00) unless the City, for any reason apart from a City breach of this SECOND AMENDMENT, fails to make the Western Pacific Payments as due hereunder in their entirety by the Termination Date. (d) First Western Pacific Payment. City shall make the first Western Pacific Payment to Western Pacific within sixty (60) days of the end of the first full quarter after the Western Pacific Trigger Date. City shall issue each (e) Subsequent Western Pacific Payments. additional/subsequent Western Pacific Payment due and payable to Western Pacific on a quarterly basis, within sixty (60) days of the end of the each quarter (the "Western Pacific Payment Due Date"). (f) Amount Western Pacific Payments, Accounting Data. Each Western Pacific Payment shall be equal to forty-five percent (45%) of the aggregate Project TOT revenue received by City during the quarter preceding the Western Pacific Payment in question. City shall, concurrent with issuance of each Western Pacific Payment, provide Western Pacific with supporting documentation as to the amount of each Western Pacific Payment, i.e, a record reflecting gross quarterly Project TOT collected. (g) Last Western Pacific Payment. The amount of the last Western Pacific Payment shall be reduced, dollar for dollar, to insure that Western Pacific does not receive more than an aggregate total of two million six hundred thousand dollars ($2,600,000.00). City shall make the last Western Pacific Payment on the earlier of the following dates: (1) The first Western Pacific Due Date after the Termination Date, agreed by the undersigned parties to be August 1, 2017.

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(2) The Western Pacific Due Date when the aggregate Western Pacific Payments made to Western Pacific totals two million six hundred thousand dollars ($2,600,000.00). (h) Conflicts with AMENDED AGREEMENT. To the extent, if any, that this SECOND AMENDMENT may be deemed to conflict with any provision of the AMENDED AGREEMENT, including but not limited to Section 8(f) thereof, this SECOND AMENDMENT shall supersede and control. 3. New Section 15. Section 15 is added to the AMENDED AGREEMENT, as by and between the undersigned parties only, as follows: "15. Western Pacific Acceptance, Agreement and Ratification of AMENDED AGREEMENT. Although Western Pacific was not a necessary party to the FIRST AMENDMENT, Western Pacific now hereby accepts, agrees to and ratifies the entire AMENDED AGREEMENT, excluding Sections 12 and 13 reflected in the FIRST AMENDMENT, as the updated foundation for this SECOND AMENDMENT. 4. New Section 16. Section 16 is added to the AMENDED AGREEMENT, as by and between the undersigned parties only, as follows: "16. Indemnification, Waiver & Release. (a) Western Pacific now hereby unilaterally covenants to defend, hold harmless, indemnify and reimburse City and/or any of its agencies agents, appeals boards, attorneys, employees, instrumentalities, legislative bodies, officers or officials (in the aggregate, "Indemnitees") as to any and all liabilities, demands, claims, actions, or proceedings, whether actual or threatened, including by way of example but not exclusion proceedings of an administrative or regulatory nature, such proceedings as may be associated with alternative dispute resolution, or such action as may be approved by the voters of the City, ("Indemnified Claims") to the extent that any Indemnified Claim arises or is alleged to arise from, in whole or in part, or is related to any aspect of this SECOND AMENDMENT and/or the AMENDED AGREEMENT or the facts and circumstances underlying the negotiation and execution of same. (b) Western Pacific's promise to hold harmless, indemnify and defend City and/or its Indemnitees, as specified above in Section 16(a) includes but is not limited to the Western Pacific's specific covenant to pay reasonable fees for legal counsel and/or any experts or consultants ("Defenders") deemed necessary by City. City, in an exercise of its sole discretion, has the absolute right to unilaterally select any and all Defenders.
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(c) Western Pacific intends, understands and agrees that this Section 16 shall be a waiver, release and settlement that bars and precludes any and all claims, demands, rights, liabilities and causes of action, actual or potential, to which Western Pacific may be or allegedly be entitled, based in whole or in part upon any City actions or omissions arising from or in any way related to any aspect of this SECOND AMENDMENT or the AMENDED AGREEMENT, or the City's request for the indemnification, waiver and release specified in this Section 16 ("Claims"). Western Pacific and the City understand and agree that Claims waived and released under this Section 16 include but are not limited to any potential Western Pacific challenge to the sufficiency of the Western Pacific Payments. However, said waived and released Claims do not include any potential or future Claim by Western Pacific arising from or related to City's obligation to make such payments as provided in this SECOND AMENDMENT or the AMENDED AGREEMENT. (d) Western Pacific hereby waives and releases any and all Claims against the City and/or any of its Indemnities; provided, however, that nothing contained herein shall release or be deemed to release the City from its obligation to make the Western Pacific Payments under this SECOND AMENDMENT or waive any economic benefit to Western Pacific under this SECOND AMENDMENT. (e) Western Pacific's waiver and release provided in this Section 16 extends to all claims that now exist or that may arise in the future, whether or not any such claim is known to, or should be known by Western Pacific; furthermore, Western Pacific hereby expressly waives its rights under California Civil Code 1542, that provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially/ affected his settlement with the debtor." Western Pacific Initials

SIGNATURES FOLLOW

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IN WITNESS WHEREOF, the undersigned Parties hereto have executed this SECOND AMENDMENT as dated below. "CITY" CITY OF INDIO, a California municipal corporation , 2008 Glenn S uthard, City Manager Attest:

Date: December

Cy

a Hernandez, City Clerk,

Approved as to form: Woodruf S radlin & Smart, APC

Edward Kotkm, City Attorney

"WESTERN PACIFIC"

WESTERN PACIFIC RES a RT DEVELOPMENT, a California General hip

Date: November a) 2008

Partner

WillSwank,

er

au

uiring, Partner

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AMENDMENT TO TRANSIENT OCCUPANCY TAX AGREEMENT

City of Indio, California THIS AMENDMENT TO TRANSIENT OCCUPANCY TAX NGREEMENT ("Amendment"), made and entered into as of this Mill day of a. ti 2008, by and between the undersigned parties, clarifies that certain "TRANSIENT OCCUPANCY TAX AGREEMENT" dated March 9, 2004 by and between the CITY OF INDIO, a California municipal corporation ("City"), WYNDHAM RESORT DEVELOPMENT CORPORATION, an Oregon Corporation formerly known as TREND WEST RESORTS, INC., an Oregon Corporation ("Wyndham"), WOLRDMARK, THE CLUB, a California nonprofit mutual benefit corporation that owns and operates resorts marketed by Wyndham ("WorldMark"), and WESTERN PACIFIC RESORT DEVELOPMENT, a California general partnership ("Western Pacific"), (the "Agreement"), pursuant to Section 11(i) thereof. RECITALS A. An issue has arisen between the undersigned parties to the Agreement as to the timing of payments due to Wyndham under Section 8(c) of the Agreement. B. This issue has necessitated the negotiation and execution by the undersigned parties of this Amendment (the Agreement as amended herein is referenced as the "Amended Agreement"). C. The undersigned parties are in agreement as to the following matters: L Three million five hundred and fifty-eight thousand five hundred dollars ($3,558,500.00) shall remain the aggregate total amount due and payable by the City to Wyndham under the Amended Agreement (the "Wyndham Payment"). ii. Section 8(e) of the Agreement limits the source of the Trendvvest Payment and the Trendwest Difference Payment in a manner that causes the timing of the City's installments thereof, as specified in Section 8(c) of the Agreement, to be inconsistent with the Agreement's letter and spirit, and furthermore, neither practicable nor legally feasible. Hi. Wyndham warrants, and the City accepts and acknowledges that Wyndham is the lawful successor in interest to Trendwest vis a vis the Agreement.

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iv. WorldMark and Western Pacific are not a parties to this Amendment. WorldMark and Western Pacific retain all of their respective rights and benefits, and remain subject to all of their respective duties and obligations pursuant to the Agreement. D. The undersigned parties have presented a true and correct copy of this Amendment to Western Pacific not less than one week prior to its execution. NOW, THEREFORE, in consideration of the recitals, covenants, agreements and stipulations contained herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned parties do agree as follows: 1. Substance of Amendment - Recitals Incorporated, Definitions. Continued Binding Force of Agreement. The recitals set forth above are true and correct and have been relied upon by the undersigned parties as a material inducement to enter this Amendment; as such, all recitals above are hereby incorporated herein by this reference. Each capitalized term not defined herein shall have the meaning ascribed to it in the Agreement. Except as herein expressly modified, all of the provisions of the Agreement, as amended. are hereby ratified and confirmed and remain in full force and effect. 2. New Section 12. Section 12 is added to the Agreement, as by and between the undersigned parties only, as follows: "12. Warranties and Covenants re: Wyndham as Successor in Interest to Trendwest. Wyndham warrants and covenants that Wyndham is a lawful and valid successor in interest to Trendwest as contemplated by the Agreement." 3. New Section 8(i). Section 8(i) is added to the Amended Agreement, as by and between the undersigned parties only, as follows: "(i) Given the constraints of the Code and other applicable legal authorities, and the Agreement's limitation upon the source and derivation of the Trendwest Payment and the Trendwest Difference Payment, if any, the undersigned parties understand and agree that City shall issue payments to Wyndham exclusively as follows. In order to fund such payments, City shall hold all Project TOT collected in trust until due and payable hereunder. (1) Within three (3) days of the undersigned parties' execution of this Amendment, the City shall issue a lump sum check to Wyndham in the amount of nine hundred eight thousand ninety-four dollars and fiftyeight cents ($908,094.58) (the "Lump-Sum Check"). This amount represents all Project TOT collected since the Project's inception through and including March 30, 2008.

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(2) On a going forward basis, City make quarterly payments to Wyndham, funded exclusively by Project TOT, in the amount of one hundred percent (100%) of all Project TOT within thirty (30) days after receipt of TOT funds. These quarterly payments shall continue until the aggregate Project TOT paid to Wyndham, inclusive of the Lump-Sum Check. equals three million five hundred fifty-eight thousand five hundred dollars ($3,558,500.00). The undersigned parties agree that the amount of the City's last quarterly check shall be reduced in order to insure that Wyndham ultimately receives this exact amount. (3) The undersigned parties understand and agree that if the Project for any reason ceases to generate TOT revenue, payments to Wyndham pursuant to the Amended Agreement will terminate."

4. New Section 13. Section 13 is added to the Amended Agreement, as by and between the undersigned parties only, as follows: "13. Indemnification, Waiver & Release. (a) Wyndham now hereby unilaterally covenants to defend, hold harmless, indemnify and reimburse City and/or any of its agencies agents, appeals boards, attorneys, employees, instrumentalities, legislative bodies, officers or officials (in the aggregate, "Indemnitees") as to any and all liabilities, demands, claims, actions, or proceedings, whether actual or threatened, including by way of example but not exclusion proceedings of an administrative or regulatory nature, such proceedings as may be associated with alternative dispute resolution, or such action as may be approved by the voters of the City, ("Indemnified Claims") to the extent that any Indemnified Claim arises or is alleged to arise from, in whole or in part, or is related to this Amendment. (b) Wyndham's promise to hold harmless, indemnify and defend City and/or its Indemnitees, as specified above in Section 13(a) includes but is not limited to Wyndham's specific covenant to pay reasonable fees for legal counsel and/or any experts or consultants ("Defenders") deemed necessary by City. City, in an exercise of its sole discretion, has the absolute right to unilaterally select any and all Defenders. (c) Wyndham intends, understands and agrees that this Section 13 shall be a waiver, release and settlement that bars and precludes any and all claims, demands, rights, liabilities and causes of action, actual or potential, to which Wyndham may be or allegedly be entitled, based in whole or in part upon any City actions or omissions arising from or in any way related to any aspect of the Amended Agreement, or the City's request for the indemnification, waiver and release specified in this Section 13 ("Claims"). Wyndham and the City understand and agree that Claims waived and released per this Section 13 include any potential Wyndham
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challenge to the sufficiency of the Lump-Sum Check as it relates to City obligations under the Amended Agreement through the date of this Amendment's execution, but do not include matters arising from or relating to the sufficiency of future quarterly payments by City per Section 8(i)(2). Wyndham hereby specifically waives and releases any and all Claims without limitation against City and/or any of its Indemnitees. (d) Wyndham's waiver and release provided in this Section 13, except as limited by Section 13(c), extends to all claims that now exist or that may arise in the future, whether or not any such claim is known to, or should be known by Wyndham; Wyndham hereby expressly waive their rights under California Civil Code 1542, that provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must hav-g - aterially affected his settlement with the debtor."

m Initials

IN WITNESS WHEREOF, the undersigned parties hereto have executed this Amendment this MOday of Mf,ty, 2008. "CITY" CITY OF INDIO, a Californya muipal corporati , 2008 Glen So hard City Manager Atte

Date:

Cynthia Hernandez, City Clerk Approved as to form: pradlin & Smart, APC

Edward Kotkin, Esq. City Attorney, City of Indio Additional Signatures Follow on Next Page
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"WYNDHAM"

RESORT DEVELOPMENT ION 2008

Date: May

ice President

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TRANSIENT OCCUPANCY TAX AGREEMENT

City of Indio, California THIS TRANS I I-,NT OCCUPANCY TAX AQREEMENI ("Agreement") , 2001fby and between is made and entered into as of this q")(6 day of /t, A TRENDWEST RESORTS, INC., an Oregon corporation ("Trendwest"), WorldMark, The Club, a California nonprofit mutual benefit corporation which owns and operates resorts marketed by Trendwest ("WorldMark"), WESTERN PACIFIC RESORT DEVELOPMENT, a California general partnership ("Western Pacific"), and THE CITY OF INDIO, A California municipal corporation ("City"). Trendwest, WorldMark, Western Pacific and the City may hereinafter be referred to individually as "Party" or collectively as the "Parties." RECITALS:

A. Trendwest and Western Pacific are developing, or intends to develop, a vacation club resort (the "Project") on that certain 27.3 acre parcel of land identified as Parcel 2 in Exhibit A attached hereto and demarcated on the site map attached hereto as Exhibit B and made a part of this Agreement (the "Property"). B. Trendwest and Western Pacific have entered into a written contract for development and construction of the Project pursuant to which Trendwest is the owner and Western Pacific is the developer and general contractor. C. Trendwest is a vacation sales and marketing company which acquires resorts such as the Project and thereafter transfers those resorts to WorldMark in return for marketable vacation credits ("Vacation Credits") which authorize the owner thereof to occupy and use units within the Project for limited periods of time based upon the number of vacation credits purchased. D. WorldMark is an association whose members have purchased vacation credits from Trendwest allowing those members to occupy and use any of the resorts owned and operated by WorldMark. WorldMark's members pay annual maintenance assessments ("Dues") to WoridMark based upon the number of Vacation Credits owned. E. Upon completion of the construction of the Project, Trendwest. will convey units in the Project to WoridMark for the use and benefit of WorldMark's members in the manner described above (referenced individually as a "Unit" or in the aggregate as the "Units").

All Parties understand and agree that pursuant to Indio Municipal F. Code 34.37, the City imposes a Transient Occupancy Tax ("TOT") on hotels and vacation club resorts similar to the Project. The City has determined that the Project will provide a public G. benefit as it will encourage tourism and contribute to the economic development of the City, has approved the Project Design Review on June 25, 2003, and has modified preexisting land use entitlements for the Property to conform to said entitlements to the Project on July 30, 2003 (the approval of said Design Review and modification of said entitlements referenced in the aggregate as the "Approvals"). NOW, THEREFORE, in consideration of the recitals, covenants, agreements and stipulations contained herein, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties do agree as follows: AGREEMENT Construction and Use of Project. Trendwest and Western 1. Pacific(referred to collectively as the "Construction Parties") agree to construct the Project on the Property in not more than three (3) phases in a manner consistent with the Approvals. The Project as completed will consist of up to a maximum (a) of four hundred and fifty-five (455) units, construction of same to be completed within a period of not-to-exceed eighty-four (84) months following the issuance of the first City building permit for the Project (the "Construction Period"). Notwithstanding the length of the Construction Period, (b) Trendwest and Western Pacific covenant that construction of the first phase of the project incorporating not less than two hundred and twenty-eight (228) units ("Phase I"), together with all Project off-site improvements and the on-site infrastructure related to Phase I, including but not limited to roadways and parking areas, utilities, Project recreational amenities and common facilities, etc. (the "Phase I Improvements") will be completed within a period of not to exceed thirty-six (36) months following the issuance of the first City building permit for the Project. (c) In the event that Trendwest or its designee seeks to alter its design or construction plans after the City's building department has actually issued a permit in a manner which would require the City to again review that permit and/or modify its permit approval resulting in a situation in which the City would typically charge for the costs incurred for that additional review and approval and/or inspections, Trendwest shall be responsible for paying such additional costs in addition to the costs set forth in Section 8 (b), below.

The life of any and each Trendwest permit, notwithstanding (d) the timing of Trendwest's payment of "Plan Review Fees" as set forth below in Section 8 (a), shall not commence until such time as the City's building department actually issues the permit pursuant to its review and approval process. Trendwest agrees to convey Units in the Project to (e) WorldMark. WorldMark agrees to accept and operate the Units in accordance with the terms of this Agreement and the Approvals. 2. Application of the Code. The City hereby represents and WorldMark hereby acknowledges that the Code of Indio (the "Code") sets forth WorldMark's obligation to pay TOT and any applicable subsequent use fee levied by the City in place or instead of the TOT. The Project is a "Hotel" and WorldMark is an "Operator" as defined in Code Section 34.36 and therefore shall be subject to the City's Uniform Transient Occupancy Tax Ordinance. WorldMark hereby undertakes and accepts that TOT payments to the City shall be determined by multiplying the Rent as defined herein attributable to each Unit occupied during any given reporting period by the TOT rate set forth in the Code. The Units will remain subject to payment of the TOT until such time as the Code is either repealed or amended such that the Units are no longer operated as a vacation club or other type of transient occupancy use subject to the Code. Except as otherwise specifically set forth in this Agreement, WorldMark and Trendwest, including all successors and assigns thereof, agree to be bound by the provisions of the Code dealing with TOT and any applicable subsequent use fee levied by the City in place or instead of the TOT, including without limitation, those Code sections pertaining to annual registration certificates, penalties for delinquent payments, refunds, and violations. In paying any subsequent use fee applicable to the Units under the Code, the calculations of Rent set forth herein shall govern in the same manner as for the TOT. 3. Rents and TOT Calculation. The daily rent ("Rent") on which the TOT rate is to be initially applied shall be equal to the amount of the Dues associated with the number of Vacation Credits required for a one (1) week stay at that particular Unit divided by seven (7). The Vacation Credit requirements set forth below in Section 5 and the Dues structure set forth in Section 6, below will be used to calculate the Rent for the initial year of occupancy of a Unit. Rent commencing on the first day of each successive year thereafter shall be calculated by adjusting the base rent structure then in effect by the amount of the increase in the annual Consumer Price Index for all urban consumers published by the Bureau of Labor Statistics, United States Department of Labor for the State of California, Los Angeles/Riverside/Orange County California Region, over the index for the next preceding year. The TOT payable to the City shall be determined by multiplying the daily Rent attributable to each Unit occupied during any given reporting period by the TOT rate set forth in the Code.

Vacation Credit Allocation. Each member will be entitled to 4. occupy the following types of units for one week for each specified number of Vacation Credits owned: Vacation Credits - Peak-High/Low Season 7,000/5,000 9,000/7,000 11,000/9,000 13,000/11,000 18,000/16,000 Unit Type Studio 1 Bedroom 2 Bedroom 3 Bedroom 3 Bedroom Penthouse

5. Dues Structure. WoridMark members are charged Dues based upon the number of Vacation Credits owned by the member. Dues are subject to change from time-to-time by the WorldMark board of directors. Since the date the Project will first be occupied and the Dues structure, which will be in effect at that time are uncertain, the Parties agree that the Dues to be utilized in calculating the Rent for the first year of occupancy shall be as follows: Vacation Credits 5,000 5,001 to 7,500 7,501 to 10,000 10,001 to 12,500 12,501 to 15,000 15,501 to 17,500 17,501 to 20,000 Dues $274 357 440 523 606 689 772

6. Example of Payment of Rent Calculation. Based upon the Vacation Credits owned and the Dues structure set forth in Paragraphs 4 and 5, the Rent for a studio Unit Peak-High Season during the initial year of occupancy would be $51.00, calculated as follows: 7,000 Vacation Credits per week equals $357.00 per week in Dues, divided by 7 days, which equals $51.00 per night in Rent. Rent equivalency for the unit types at these rates would be as follows: Peak-High/Low Season Studio 1 Bedroom 2 Bedroom 3 Bedroom 3 Bedroom Penthouse $51.001 39.14 62.86/ 51.00 74.71/ 62.86 86.57/ 74.71 110.29/ 98.43

If Trendwest or WorldMark, including any successors or assigns of either of them, subsequently rents a Unit to the general public for a "per night" fee or charge, the full amount of such rent shall be subject to the TOT provisions of the Code. 7. 34.41: WorldMark, on or before the last day of the month (a) following the close of each calendar quarter, or at the close of any shorter reporting period which may be established by the City's "Tax Administrator" as defined in Section 34.36 of the Code, shall make a return to said Tax Administrator, on forms provided by him or her, of the total Rent and the amounts of tax collected for transient occupancies (a "Return"). At the time WorldMark files its Return, WorldMark shall (b) remit the full amount of the tax collected to the Tax Administrator. The Tax Administrator may establish shorter reporting (c) periods for WorldMark if he or she deems it necessary in order to insure collection of the tax and he or she may require further information in WorldMark's Return. WorldMark Returns and payments are due immediately (d) upon cessation of business for any reason. (e) WorldMark shall hold all TOT collected in trust for the account of the City until payment thereof is made to the Tax Administrator. (f) This Section 7 is not intended, and shall not be construed, to expand WorldMark's legal obligations to the City beyond those set forth in the Code. 8. Obligations. In consideration of the construction and operation of the Project by Western Pacific, Trendwest and WorldMark respectively, and the City's facilitation of said construction and operation via this Agreement, the Parties agree as follows: (a) As a condition precedent to City's performance of any obligation pursuant to this Agreement, Trendwest shall prepay any and all City site plan review, building permit, plan check, and other fees in conjunction with the construction of the entire Project (hereinafter referred to as "Plan Review Fees"). This condition precedent will require prepayment of one hundred percent (100%) of the Plan Review Fees corresponding to all Project Units and facilities to be constructed, regardless of phasing. Trendwest shall make this prepayment in full on or before December 31, 2004. The amount of the Plan Review Fees shall be as set forth in the fee schedule in place during November 2002. WorldMark Return to the City. As required by Code Section

Other than as set forth in Section 1 (c), above, no new or (b) additional fees beyond the Plan Review Fees will be imposed on the Project. This limitation does not apply to residential development of the Property beyond the Project. City shall make certain payments funded pursuant to (c) Section 8 (e) below to Trendwest and, as set forth in Section 8 (f) below to Western Pacific, during the period commencing on the issuance date of the last certificate of occupancy associated with Phase I (the "Initiation Date"), and ending on the tenth anniversary of the issuance of the last certificate of occupancy in the project (the "Termination Date"). In the aggregate, the payments detailed in this Section 8 (c) (1) through (3) inclusive are referenced herein as the "Trendwest Payment." In the aggregate, the payments detailed in this Section 8 (c) (5) through (7) inclusive are referenced herein as the "Trendwest Difference Payment." The Trendwest Payment and the Trendwest Difference Payment shall be made as follows: On or before 30 days from the Initiation Date, the (1) City will pay Trendwest a sum equal to a prorated portion of $2,000,000. (2) On or before the end of the 12th month following the Initiation Date, the City will pay Trendwest a sum equal to a prorated portion of $1,000,000. On or before the end of the 24th month following (3) the Initiation Date, the City will pay Trendwest a sum equal to a prorated portion of $558,500. (4) Each of the Trendwest Payment installments described above shall be prorated based upon the ratio of Units with a certificate of occupancy at the end of the Phase I to the maximum number of Units, for which Trendwest purchased permits pursuant to Section 8(a) above (e.g., if Trendwest secures 283 certificates of occupancy by the end of Phase I [62.2% of 455 Units], City will pay Trendwest: (A) $1,244,000 [$2,000,000 x 62.2%] on or before 30 days from the Initiation. Date, (B) $622,000 [$1,000,000 x 62.2%] on or before the end of the 12th month following the Initiation Date, and (C) $347,387 [$558,500 x 62.2%] on or before the end of the 24th month following the Initiation Date). (5) The Trendwest Difference Payment equals three million five hundred fifty-eight thousand five hundred dollars ($3,558,500) minus the Trendwest Payment. City shall pay Trendwest 56% of the Trendwest Difference Payment on or before thirty (30) days after the issuance date of the last certificate of occupancy associated with the Project's last phase (the "Last Phase Conclusion Date"). (6) City shall pay Trendwest 28% of the Trendwest Difference Payment on or before the end of the 12th month following the Last Phase Conclusion Date.

(7) City shall pay Trendwest 16% of the Trendwest Difference Payment on or before the end of the 24th month following the Last Phase Conclusion Date. (8) The Parties intend and agree that the sum of the Trendwest Payment plus the Trendwest Difference Payment shall in all events be equal to three million five hundred fifty-eight thousand five hundred dollars ($3,558,500). In the event that City funds are required to make any (d) installment of the Trendwest Payment or the Trendwest Difference Payment, i.e., any payment specified in Section 8 (c) (1) through (3) inclusive and/or (5) through (7) inclusive ("Installment Funds"), are not available as specified in Section 8 (e) below on the date the installment is due, City shall pay such Installment Funds to Trendwest within thirty (30) days of the date when the Installment Funds become available as calculated by City's Director of Finance in his or her reasonable discretion. (e) City shall make the Incentive Payments and the Western Pacific Payments exclusively from revenues collected from the TOT payments collected pursuant to this Agreement and the Code. City's payment in full of the Incentive Payments shall be a condition precedent to the Western Pacific Payments. This condition precedent shall apply regardless of payment of any portion of the Incentive Payments more than twenty-four (24) months after the Last Phase Conclusion Date. However, to the extent the TOT revenues do not completely fund the Incentive Payments obligation, City shall, to the extent permitted by the Code, use Plan Review Fees to make the Incentive Payments. Except as provided in this Section 8 (e), no portion of the Incentive Payments shall be paid from City General Fund monies. (f) After its payment in full of all installments of the Trendwest Payment and the Trendwest Difference Payment (referenced collectively as the "Incentive Payments") from funds available pursuant to Section 8 (e) above, City will retain all TOT revenue received from the Project, until the point in time when 45% of the aggregate TOT revenue received by the City exceeds the total amount of the Incentive Payments, i.e., three million five hundred fifty-eight thousand five hundred dollars ($3,558,500) (the "Western Pacific Trigger Date"). After the Western Pacific Trigger Date, and throughout the first year thereafter (the "Western Pacific Trigger Year"), City will pay to Western Pacific the difference between 45% of the aggregate TOT revenue received by the City and the total amount of the Incentive Payments, i.e., three million five hundred fifty-eight thousand five hundred dollars ($3,558,500). In all years subsequent to the Western Pacific Trigger Year continuing until the Termination Date, the City will pay to Western Pacific 45% of the annual TOT revenue received by the City. The City payments to Western Pacific during the Western Pacific Trigger Year and thereafter are collectively referenced herein as the "Western Pacific Payments." (g) Subject to Sections 8 (h) and 11 (g) below, Trendwest anticipates, based on its occupancy history at other resorts, that the Property will enjoy occupancy averaging 75% or more from the date of the issuance of the final certificate of

occupancy through the tenth anniversary thereafter. On the earlier of the date five (5) years after the Last Phase Conclusion Date or December 31, 2012, (the "TOT Review Date"), City will calculate whether the aggregate TOT revenue collected from the Project (the "Initial TOT Revenue") equals or exceeds four million three hundred thousand dollars ($4,300,000) (the "Initial TOT Projection"). If on the TOT Review Date, the Initial TOT Revenue is less than the Initial TOT Projection and Trendwest has received the Incentive Payments, Trendwest shall within sixty (60) days of the TOT Review Date (the "TOT Refund Period") refund and pay City in full the difference between the Initial TOT Revenue and the Initial TOT Projection (the "TOT Refund"). The TOT Refund Period may be shortened or extended by mutual written consent of Trendwest and City. In executing this Agreement, Trendwest unconditionally guarantees its payment to City of the TOT Refund if circumstances described in this Section 8 (g) (apart from occupancy not averaging 75% or more from the date of the issuance of the final certificate of occupancy through the tenth anniversary thereafter) arise. In the event that Trendwest determines that completion of (h) the Project is no longer economically viable, Trendwest may terminate the Project's construction. If no portion of the Project is constructed, this Agreement shall be null and void and of no force or effect. However, in that event, to the extent Trendwest has not already paid the City for such costs at the time it terminates the Project, Trendwest shall reimburse City for actual costs incurred as a consequence of City's consideration of all matters related to the Approvals and this Agreement. In the event that Trendwest only constructs Phase I consisting of approximately two hundred and eighty-three (283) Units or any portion thereof, then (A) the City shall be entitled to keep all Plan Review Fees to be paid by Trendwest pursuant to this Agreement, (B) Trendwest shall not be entitled to receive a any installments of the Trendwest Difference Payment set forth in Section 8 (c) above; and (C) the amount of Trendwest's guarantee of the TOT Refund as set forth in section 8 (g) shall be reduced from $4.3 million to $2.8 million. 9. Indemnification. To the fullest extent permitted by law, the Parties shall reimburse, indemnify, and hold the other Parties and their agents, employees, officers, elected officials, and directors, harmless from and against all claims, damages, losses, fines, penalties, judgments, awards and expenses, including but not limited to reasonable attorney's fees for counsel acceptable to the indemnified Party, arising out of or resulting from the indemnifying Party's breach of this Agreement or the indemnifying Party's negligence or intentional misconduct (including any breach, negligence or intentional misconduct by independent contractors hired by the indemnifying Party). Trendwest further shall indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by any member of the vacation club resort challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal matter.

10. Alternative Dispute Resolution. If a dispute arises between City and Trendwest WorldMark and Western Pacific (collectively "Developer" for this Section 10 only) regarding the making, formation, interpretation, or performance of this Agreement, City and Developer agree to adhere to the dispute resolution protocol as delineated and explained herein. NEGOTIATION: City and Developer will make a good faith effort to resolve (a) any claim or issue as to this Agreement, through negotiation. MEDIATION: If City and Developer cannot resolve such a claim or issue as to (b) this Agreement, through negotiation, then that claim or issue shall be the subject of mediation, administered by a mediator. LITIGATION (Limited): City or Developer may pursue an action at law or in (c) equity, with respect to a claim or issue as to this Agreement, that has been subject to mediation, only as specified below. Any mediator administering proceedings pursuant to this Agreement shall be selected from the roster of the Los Angeles, California office of the American Arbitration Association, hereinafter "the AAA," and must be deemed acceptable by all involved Parties. Mediation pursuant to this Agreement shall be conducted pursuant to the AAA's "Commercial Dispute Resolution Procedures (Including Mediation and Arbitration Rules)" as amended and effective on July 1, 2002, or alternatively, such AAA Commercial Mediation and/or Arbitration Rules as may supersede. The AAA Optional Rules for Emergency Measures of Protection shall apply to proceedings pursuant to this Agreement. No mediator(s) shall have the power to make any award inconsistent with, or contrary to the terms and provisions of this Agreement. A written settlement executed by the Parties at mediation may be entered in any court having jurisdiction as to the issue as to this Agreement, in question. The costs and expenses of any Party that initiates litigation to enforce such a written settlement, including but not limited to full reasonable attorney's fees of a prevailing Party identified as such in the written settlement, shall be borne and paid by the Party(ies) who do not prevail therein. The submission to mediation of any matter pursuant to this Section is hereby made a condition precedent to the institution of any action at law or in equity as to any issue as to this Agreement. No Party shall institute an action at law or in equity, with respect to any matter subject to mediation pursuant to this Section 10 until after the completio of mediation. Developer Initials (Trendwest)

Developer Initials (Western Pacific)

Developer Initials (WorldMark)

City Initials

11.

Miscellaneous.

Headings and Captions. The headings and captions in this (a) Agreement are for convenience only and shall not be referred to in the interpretation of this Agreement. Definitions. When used in this Agreement, the following (b) terms shall have the meaning set forth herein: (1) "Occupancy", for the purpose of calculating TOT, shall mean, as set forth in the Code, any twenty-four (24) hour period in which a unit is occupied by an overnight guest, excluding occupancy for maintenance or resort business. (2) "Rent" for the purpose of calculating transit occupancy tax for each night a Unit is occupied shall refer to the amount of daily rent as set forth and calculated in paragraphs 3, 4, 5, & 6 above , without regard to the timing or amount of monies actually paid to WorldMark by its members for Dues or otherwise. (c) Waiver. The failure of any Party to exercise any right or power given it hereunder or to insist upon strict compliance with the terms of this Agreement shall not constitute a waiver of that Party's right to demand exact compliance with the terms hereof Waiver by a Party of any particular default by the other shall not affect or impair its rights with respect to any subsequent defaults of the same or of a different kind; nor shall any delay or omission by a Party to exercise any rights arising from any default affect or impair its right as to such default or any future default. (d) Severance. Should any part of this Agreement be declared invalid or unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the Parties. If such part is determined to be invalid and/or unenforceable any remainder of such provision, and of the entire Agreement, shall remain in full force and effect. (e) Governing Law. This Agreement shall be construed under the laws of the State of California. Attorneys' Fees. If legal action is commenced to enforce or (0 to declare the effect of any provision of this Agreement, the prevailing Party (as determined by the court) shall be entitled to an award of reasonable attorney's fees and costs incurred at trial, on appeal, on petition for review, or in any related bankruptcy matter. A Party shall also be entitled to reasonable attorney's fees and costs incurred to enforce or collect a judgment or award. (g) Force Majeure and Uncontrollable Events. In the event that an act of God, a strike, a lockout, labor trouble, an inability to procure materials, a failure of power, a riot, an insurrection, a war, or another reason of like nature, not the fault or within Trendwest's reasonable control (a "Disruption") results in Trendwest's incapacity to construct the Project at all, then this Agreement shall be null and void and of no force 10

or effect, In the event that a Disruption impacts this Project and Trendwest only constructs Phase I consisting of approximately two hundred and eighty-three (283) Units or a portion thereof, then the City shall be entitled to keep all Plan Review Fees paid by Trendwest pursuant to this Agreement and Trendwest shall not be entitled to receive any installments of the Trendwest Difference Payment set forth in Sections 8 (c) above. Furthermore, the amount of Trendwest's guarantee of the TOT Refund as set forth in section 8 (g) shall be reduced from $4.3 million to $2.8 million. (h) Entire Agreement. This Agreement contains the entire agreement between the Parties. Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect. No modification or change to the terms of this Agreement will be binding on a Party unless in writing and signed by an authorized representative of that Party. Modification. This Agreement may not be modified except (i) by written instrument executed by the Parties. To the extent that any disagreement regarding the semantics or format of this Agreement may arise among the Parties with respect to any non-monetary issue, the Parties understand and agree that City's City Manager will negotiate on the City's behalf with the other Party involved in the disagreement toward mutually acceptable clarifying amendments to this Agreement. (j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same Agreement. (k) Authorization. The persons executing this Agreement on behalf of the Parties hereby warrant that they have the authority and are duly authorized and are duly authorized to execute this Agreement on behalf of the Party they purport to represent and can bind that Party to this Agreement. (1) City Disclosure. The City's calculations as to any amounts referenced in this Agreement (the "City Calculations") shall be reflected in public records maintained by City in accord with applicable California law. Upon proper request of Trendwest for records reflecting City Calculations, City shall comply with applicable California law as to the records' production. In all events, within fifteen (15) days of a Trendwest request for data as to City Calculations, the City shall make best efforts to comply with such a request. (in) Recitals. The recitals set forth above are true and accurate and incorporated herein by this reference.

11

IN WITNESS WHEREOF, this Transient Occupancy Tax Agreement has been executed as of the day and year first above written. TRENDWEST RES an Oregon Corpora CITY OF INDIO, a California Municipal Corporation By: Michael H. Wilson, Mayor

DMARK, THE LLTB, a California Nonprofit Mutual Benefit Corporation By: Title: WESTERN PACIFIC DEVELOPMEN , a General Parts By: ~lha E T
r

ATTEST:

By: Cynthia Hernandez Deputy City Clerk B Edwad. Kotkin City Attorney

111F''

Partner

12

EXHIBIT "A" PARCEL "2" LOT LINE ADJUSTMENT NO. 2002 THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7 AND THE NORTHEAST QUARTER OF SECTION 18, TOWNSHIP 5 SOUTH, RANGE 8 EAST SAN BERNARDINO MERIDIAN IN THE CITY OF INDIO, COUNTY OF RIVERSIDE, CALIFORNIA, MORE PARTICULARLY DESCRIBED' AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 7; THENCE S 89 36' 30" W ALONG THE SOUTH LINE OF SAID SECTION 7 A DISTANCE OF 1,182.41 FEET TO THE POINT OF BEGINNING; THENCE S 2339' 31" W A DISTANCE OF 47.73 FEET; THENCE N 66 20' 29" W A DISTANCE OF 2.56 FEET; THENCE NORTHWESTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 60.00 FEET THROUGH AN ANGLE OF 85 06' 41" AN ARC LENGTH OF 89A3 FEET; THENCE S 28 32' 50" W A DISTANCE OF 121.59 FEET; THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 450.00 FEET THROUGH AN ANGLE OF 14 36' 27" AN ARC LENGTH OF 114.73 FEET. (THE ENDING RADIAL BEARS N 76 03' 37" )); THENCE S 56 52' 20" W A DISTANCE OF 234.18 FEET; THENCE S 27 44' 27" E A DISTANCE OF 6235 FEET; THENCE SOUTHEASTERLY AND SOUTHWESTERLY ALONG A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 400.50 FEET THROUGH AN ANGLE OF 40 18' 34" AN ARC LENGTH OF 281.76 FEET; THENCE S 12 34' 08" W A DISTANCE OF 143.70 FEET; THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 520.50 FEET THROUGH AN ANGLE OF 5 46' 20" AN ARC LENGTH OF 52.44 FEET; THENCE S 18 20' 28' W A DISTANCE OF 115.67 FEET;. THENCE SOUTHWESTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 420.50 FEET THROUGH AN ANGLE OF 0 35' 54" AN ARC LENGTH OF 4.39 FEET; THENCE N 71 03' 38" W A DISTANCE OF 41.00 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 379.50 FEET THROUGH AN ANGLE OF 0 35' 54" AN ARC LENGTH OF 3.96 FEET; THENCE N 18 20' 28" E A DISTANCE OF 115.67 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONtAVE NORTHWESTERLY HAVING A RADIUS OF 479.50 FEET THROUGH AN ANGLE OF 5 46' 20" AN AF,C LENGTH OF' 48.3I FEET; THENCE N 126 34' 08" E A DISTANCE OF 143.70 FEET; THENCE NORTHEASTERLY AND NORTHWESTERLY ALONG A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 359.50 FEET THROUGH AN ANGLE OF 26' 08' 46"

AN ARC LENGTH OF 164.05 FEET. (THE ENDING RADIAL BEARS N 76 25' 22" E); THENCE N 78 18' 15" W A DISTANCE OF 65.06 FEET; THENCE N 01 28' 46" E A DISTANCE OF 11.50 FEET; THENCE NORTHEASTERLY AND NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 58.67 FEET THROUGH AN ANGLE OF 67 58' 58" AN ARC LENGTH OF 69.61 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 167.36 FEET THROUGH AN ANGLE OF 20 18' 14" AN ARC LENGTH OF 59.31 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 697.70 FEET THROUGH AN ANGLE OF 8 04' 43" AN ARC LENGTH OF 98.37 FEET TO THE BEGINNING OF A COMPOUND CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 136.08 FEET THROUGH AN ANGLE OF 26 37' 19" AN ARC LENGTH OF 63.23 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 141.56 FEET THROUGH AN ANGLE OF 38 19' 35" AN ARC LENGTH OF 94.69 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 148.09 FEET THROUGH AN ANGLE OF 26 54' 28" AN ARC LENGTH OF 69.55 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 60.22 FEET THROUGH AN ANGLE OF 48 52' 22" AN ARC LENGTH OF 51.37 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 77.43 FEET THROUGH AN ANGLE OF 48 52' 22" AN ARC LENGTH OF 66.05 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEAS1ERLY HAVING A RADIUS OF 90.60 FEET THROUGH AN ANGLE OF 42 41' 07" AN ARC LENGTH OF 67.50 FEET TO THE BEGINNING OF A COMPOUND CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 3,717.93 FEET THROUGH AN ANGLE OF 0 23' 24" AN ARC LENGTH OF 25.31 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 98.28 FEET THROUGH AN ANGLE OF 33 41' 52" AN ARC LENGTH OF 57.80 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 133.56 FEET THROUGH AN ANGLE OF 30 07' 04" AN ARC LENGTH OF 70.21 FEET TO TH.E BEGINNING OF A COMPOUND CURVE;, THENCE NORTHWESTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 218.25 FEET THROUGH AN ANGLE OF 32 34' 04" AN ARC LENGTH OF 124.06 FEET TQ THE BEGINNING OF A COMPOUND CURVE; THENCE. NORTHEASTERLY ALONG A CURVE CONCAVE., SOU THEAS TERL Y HAVING

A RADIUS OF 1104.65 FEET THROUGH AN ANGLE OF 5 06' 33" AN ARC LENGTH OF 98.50 FEET TO THE BEGINNING OF A REVERSE CURVE; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1735.87 FEET THROUGH AN ANGLE OF 3 39' 10" AN ARC LENGTH OF 110.67 FEET. THE ENDING RADIAL BEARS S 85 57' 43" E; THENCE N 80 36' 16" W A DISTANCE OF 98.81 FEET; THENCE N 33 01' 28" W A DISTANCE OF 137.65 FEET; THENCE S 72 13' 07" E A DISTANCE OF 15.23 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 110.00 FEET THROUGH AN ANGLE OF 41 16' 21" AN ARC LENGTH OF 79.24 FEET; THENCE N 66 30' 32" E A DISTANCE OF 87.84 FEET; THENCE NORTHEASTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 90.00 FEET THROUGH AN ANGLE OF 43 15' 23" AN ARC LENGTH OF 67.95 FEET; THENCE S 70 14' 05"E A DISTANCE OF 3.46 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 85.00 FEET THROUGH AN ANGLE OF 44 48' 44" AN ARC LENGTH OF 66.48 FEET; THENCE N 64 57' 11" E A DISTANCE OF 4.96 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 400.00 FEET THROUGH AN ANGLE OF 14 13' 26" AN ARC LENGTH OF 99.30 FEET; THENCE N 79 10' 39" E A DISTANCE OF 0.03 FEET; THENCE NORTHEASTERLY AND SOUTHEAS1ERLY ALONG A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 175.00 FEET THROUGH AN ANGLE OF 21 21' 08" AN ARC LENGTH OF 65.22 FEET; THENCE S 79 28' 15" E A DISTANCE OF 33.34 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 50.00 FEET THROUGH AN ANGLE OF 59 07' 00" AN ARC LENGTH OF 51.59 FEET; THENCE N 41 24' 45" E A DISTANCE OF 67.20 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 145.00 FEET THROUGH AN ANGLE OF 34 36' 39" AN ARC LENGTH OF 87.59 FEET; THENCE N 76 OF 24" E A DISTANCE OF 0.96 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 120.00 FEET THROUGH AN ANGLE OF 27 14' 54" AN ARC LENGTH OF 57.07 FEET; THENCE N 48 46' 30" E A DISTANCE OF 89.06 FEET; THENCE N 88 27' 19" E A DISTANCE OF 63.12 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 70.00 FEET THROUGH AN ANGLE OF 50 43' 47" AN ARC LENGTH OF 61.98 FEET; THENCE N 37 43' 32" E A DISTANCE OF 74.01 FEET;

THENCE N 75 20' 06" E A DISTANCE OF 69.95 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 100.00 FEET THROUGH AN ANGLE OF 43 00' 38" AN ARC LENGTH OF 75.07 FEET; THENCE N 32 19' 28" E A DISTANCE OF 2.89 FEET; THENCE NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 800.00 FEET THROUGH AN ANGLE OF 14 49' 48" A DISTANCE OF 207.07 FEET. (THE ENDING RADIAL BEARS N 42 50' 44" W); THENCE N 00 13' 01" E A DISTANCE OF 77.71 FEET; THENCE S 67 43' 58" E A DISTANCE OF 523.77 FEET; THENCE S 36 29' 25" W A DISTANCE OF 788.92 FEET; THENCE S 19 33' 51" W A DISTANCE OF 5.00 FEET; THENCE SOUTHWESTERLY AND SOUTHEASTERLY ALONG A CURVE CONCAVE EASIERLY HAVING A RADIUS OF 390.00 FEET THROUGH AN ANGLE OF 30 43' 31" AN ARC LENGTH OF 209.14 FEET. (THE ENDING RADIAL BEARS S 78 50' 20" W); THENCE S 23 39' 31" W A DISTANCE OF 16.66 FEET TO THE POINT OF BEGINNING.

EXHIBIT "B"
SCALE: 1" = 400'

SHEET 1 OF 6 SHEETS

LOT LINE ADJUSTMENT NO. 2002BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

200' 400'

800'

1200'

1600'

SEE SHEETS 4, 5 & 6 FOR ANNOTATION TABLES

0
ADJUSTED LOT LINE

0 0

0
91

PROPERTY "A"

4
0
55

oe

44

33

PARCEL 3
SEE SHEET 2

p ro
0

5_

g
PARCEL 2
0
128

0
ADJUSTED LOT LINE S 785'20*-C-R) 1182.41 EXISTING LOT LINE

8557'43"EIRj

(11) 10
EXISTING LOT LINE

0
N 89'36'30"E 2664,21 6 64

0
82

S 34.09'50"EcRI\ N 76'03.37"W_CRI

96

0
PARCEL 1

65

o@
ao

PROPERTY "B"

00
75
79 75

0
C C

16

PARCEL 1

C0
LANDMARK GOLF PARKWAY // TO GOLF CENTER PARK WAY

SEE SHEET 3

PROPERTY

tAtilEIT
LOT LINE ADJUSTMENT NO. 2002BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM
28

SHEE

g
91 92 0 0 9-1--(ECR) 75 ,27 N 39%33'30"ELPL

o
38

PROPERTY "A"
PARCEL 2
SEE SHEET 1

04 0

ADJUSTED LOT LINE'

4-

24

0S 78.50. 2"141R).1182.41 EXISTING LOT LINE S 34.09'5(1"Flk N 76.0.3.37"WLRI

5'47.08" \i'i( r\ 9

`dE3 'flT

25

PARCEL 3
96
0

23

1,1

ESR

69

0
73

00

N 65'30'26' WT)

c
79 75

ADJUSTED LOT LINE

0
0 0 102

ADJUSTED! LOT LINE

iO3

a
105 L

PARCEL 1

0 PROPERTY "B"

4
PARCEL 1

ANDMARK GOLF PARKWAY

12

PROPERTY
SEE SHEET 3

"C"

SEE SHEETS 4, 5 & 6 FOR ANNOTATION TABLES

SCALE:

400'

200' 400'

800'

1200'

1600'

EXHIBIT
1

SHEET 3 OF 6 SHEET!

LOT LINE ADJUSTMENT NO. 2002BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

PROPERTY
94 24

SCALE: 1" = 400' Mint*- MN NM ; 0 200' 400'

800'

1200'

1600'

PARCEL 3
SEE SHEET 2 ss 97_ 98 N 65'30'26T) ADJUSTED LOT LINE

SEE SHEETS 4, 5 & 6 FOR ANNOTATION TABLES

\)
PARCEL 1

PROPERTY "B"

PARCEL 1

PROPERTY "C"

EXHIBIT "B"

hi Lt. i 4 (..)- 6 SHEET

LOT LINE ADJUSTMENT NO. 2002BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM

DATA
0 0 0 0 CD 0 0 0 0 10 0 12 0 8 0 0 @ 0 0 0 (D 63 0 0 cy C) 0 67:1 1 r..:2 0 0 0 0 '0 0 0 36 0 38 0 CD 0 42) .--3 44 DELTA/BEARING N 89'53'19"E N 25'09'28"W 8'47'30" N 33'56'58"W 2112'30" N 55'09.28"W N 33'57'26"E N 89-59'19"W N 89'3711"E 5'49'25" N 25-19'37"W 40'00'00" N 6519'37"W 2818'08" N 86'22'15"E 3618'40" N 5719'05"W N 00`21'43"E N 00'00'25"E N 88'00'32"E 2415'30" N 67'43.58"W 1717'28" N 00'04.28"W N 89'53.19"E N 671/4 3'58"W N 0013'01"E 14'49'48" N 3219'28"E 43'00'38" N 75-20'06"E N 37'43'32"E 50'43'47" N 88'27'19"E N 48'46'30"E 2714'54" N 76'01'24"E 34'36'39" N 41-24'45"E 59'07'00" N 79'28'15"W 21'21'08" 14'13'26" N 64"57'11"E 175.00 400.00 50.00 145.00 120.00 70.00 100.00 800.00 829.93 829.93 373.69 773.69 1155.37 1232.40 1557.40 1557.40 RADIUS LEN./DIST. 335.04 909.20 238.97 918.89 576,48 373.61 259.22 1920.06 71.73 125.26 599.50 806.60 747.82 382.18 282.42 #236.83 187.55 880.16 1104.67 1114.92 351.38 1071.60 250.46 529.57 150.20 34.59 77.71 207.07 2.89 75.07 69.95 74.01 61.98 63.12 89.06 57.07 0.96 87.59 67.20 51.59 33.34
J

TANGENT

119.72 291.58

62.69 420.52 195.07 122.54

178.36 126.19

104.11 39.40

33.19

29.08 45,18 28.36 32.99 49.91

65.22 99.30 4.96

LOT LINE ADJUSTMENT NO. 2002BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, RBE, SBM

-EXHIBIT
DATA

/9

SHEET 5 OF 6 SHEETS

0 0 0 0 0 0 0 0 0 0 C) 0 0 0 0 0 62 63 0 0 0 0 66 0 0 0 0 0 0 C) 0 C7) 0 0 0 C) 92
83
84

DELTA/BEARING 44'48'44" N 7014'05"W 43'15'23" N 66'30.32"E 4116'21" N 7213'07"W N 33'01'28"W N 80'36'16"W 3'39`10" 5'06'33" 32'34'04" 30'07'04" 33'41'52" 0'23'24" 42'41'07" 48'52'22" 48'52'22" 26'54'28" 3819'35" 26'37'19" 8'04'43" 20'18'14" 67'58'58" N 0128.46"E N 7818'15"W 26'08'46" N 12'34'08"E 5'46'20" N 18'20'28"E 0'35'54" N 71`03'38"W 0'35'54" 5'46'20" 40'18'34" N 27'44'27"W N 56-52.20"E 14'36'27" N 28'32'50"E 85'06'41 N 66'20'29"W N 23'39.31"E 30'4331" N 19'33'51"E N 36'29.25"E

RADIUS 85.00 90.00 110.00

LEN./DIET. 66 48 3.46 67.95 87.84 79.24 15.23 137.65 98.81

TANGENT 35.05 35.68 41.43

1735.87 1104.65 218.25 133.56 98.28 3717.93 90.60 77.43 60.22 148.09 141.56 136.08 697.70 167.36 58.67

110.67 98.50 124.06 70.21 57.80 25.31 67.50 66.05 51.37 69.55 94.69 63.23 98.37 59.31 69.61 11,50 65.06 164.05 143.70 48.31 115.67 3.96 41.00 4.39 52.44 281.76 62.75 234.18

55.35 49.28 63.75 35.93 29.76 12.65 35.40 35.18 27.36 35.43 49.19 32.20 49.27 29.97 39.56

359.50 479.50 379.50 420.50 520.50 400.50

83.48 24.17 1.98 2.20 26.24 147.00 -1

450.00 60.00

114.73 121.59 89.13 2.56 64.39

57.68 55.09

85

8 9 94

390.00

209.14 5.00 788.92

107.15

EXHIBIT "13' LOT LINE ADJUSTMENT NO. 2002DATA

0 0 0 0 0 0 0 0 0 0 0 0
12

SHEET 6 Z.'r 6 SHEET

BEING A PORTION OF THE EAST HALF OF SECTIONS 7 & 18, & THE NORTHWEST QUARTER OF SECTION 17, T5S, R8E, SBM
DELTA/BEARING N 67'43'58"W N 05'4417"E N 86'3516"E 26'49'21" N 1218'38"E 43'31'32" N 17'45.36"W N 70'43'36"W 4'36'43" N 19'3610"E 28'26'53" N 48'03'03"E 23'22'40" N 24'40'23"E N 6519'37"W 379.50 325.00 629.50 420.50 284.00 670.50 395.00 1070.00 RADIUS LEN./DIST. 112.45. 292.64 150.84 500.91 153.72 300.07 53,40 122.08 53.97 198.88 141.01 210.22 171.57 240.30 41.00 154.84 161.37 53.73 97,01 61.04 500.00 200.00 300.00 100.00 600.00 125.00 200.00 67.61 11.70 75.07 9.73 80.75 60.68 17.04 17.16 121.97 12.40 94.89 31.57 88.11 9.98 122.75 155.35 48.46 47.73 0.03 523.77 16.66 184.84 400.79 ' 44.78 49.87 61.20 8.54 40.62 37.98 33.86 78.51 82.38 96.88 87.00 71.99 27.00 157.69 255.13 TANGENT

0 0
0

23'22'40" 0 028'26'53" 4"5.4" N 84`05'36"W N 67'32'08"E 7'44'52" N 7517'00"E 21'30'19" N 53'46'41 "E 15'25'21" N 6912'02"E 9'45'49" N 78'57'51"E 11'38'51" N 67'19'00"E 43'29'47" N 691113"W 2514'34" N 1118.08"E N 21'09'29"W N 24'53'21"W N 33'25'33"W N 23'39'31"E N 7910'39"E N 6743.58"W N 2.3',39'31"E N 89"53'19"E N 6743'58"W

co a
(11)

0 0

CO

0 O 0 0

0
0

ilD to
0
0

co
ID
0 0 0