1.

Purchaser represents to Seller that Purchaser has full authority and capacity to enter into this agreement. Purchaser represents and warrants that Purchaser is purchasing the Membership (s) solely for personal use and enjoyment of future vacation experiences and not for resale or any commercial use and not with the expectations of income, appreciation or other profit whatsoever. Purchaser further represents and warrants that the rights being acquired under this agreement have not been represented or sold to Purchaser as an investment or profit-making opportunity, and that Seller has not made any promises or guaranty that the Membership (s) may be desirable for resale or to produce income at any time in the future and for any amount of money. This agreement does not in any manner constitute a joint venture or partnership agreement between the parties, and relates purely to the sale of hotel and travel related services.

2.

Each of the provisions contained in this agreement are to be construed independently so that if any provision in determined to be illegal, invalid or unenforceable, such determination will not affect any other provision of the documents referred to above, all of which will remain in full force and effect.

3.

If Seller is prevented, hindered or delayed from performing any of its obligations under this agreement by a Force Majeure Event (as that term is commonly understood), its (and hence Purchaser's) obligations under this Agreement, including the occupancy date, shall be suspended while the Force Majeure Event continues to the extent that the Force Majeure Event prevents, hinders or delays the performance of those obligations. As soon as reasonably possible after the start of the Force Majeure Event, Seller shall notify Purchaser of the Force Majeure Event, the date on which is started, and its effects on its ability to perform its obligations under this agreement. Seller shall make reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement and as soon as reasonably possible after the end of the Force Majeure Event, Seller shall notify Purchaser in writing that the Force Majeure Event has ended and resume performance of its obligations hereunder. If the Force Majeure Event continues for more than twelve (12) months after the day which the Force Majeure Event starts prior to satisfaction of all parties' obligations hereunder, Seller may terminate this Agreement and refund Purchaser's funds, reduced by the amount of any contract benefits Purchaser has received by giving not less than thirty (30) days written notice to Purchaser.

4.

Upon Purchaser's breach of Purchaser's obligations under this agreement, Seller may declare this agreement dissolved, without any judicial intervention being necessary to effect such dissolution, and to revoke any and all rights granted to Purchaser hereunder. Upon such dissolution, Seller may retain all sums paid by Purchaser hereinabove as a penalty (in lieu of damages an losses of any kind and nature) as its sole and exclusive remedy, and Seller irrevocably waives its right to pursue and demand damages of any kind and nature whatsoever, in addition to the penalty or to seek any other remedies that may be available by law. Neither party shall thereafter have any further rights, obligations or liabilities with respect to the other part under this Agreement.

5.

Should Seller be in breach of its obligations hereunder, then, provided Purchaser is not in default, Purchaser may dissolve this Agreement and Purchaser shall in such instance be entitled as, its sole and exclusive remedy, to a penalty (in lieu of damages and losses of any kind and nature) which shall be return of all sums heretofore paid to Seller, reduced by the amount of any contract benefits Purchaser has received, and upon receipt of such payment by Purchaser, neither party shall have any further rights, obligations or liabilities with respects to the other party under this agreement. Purchaser irrevocably waives its rights to pursue and demand damages of any kind and nature whatsoever, in addition to the penalty or to seek any other remedies that may be available by law.

6.

A waiver by either party to this agreement of any breach of any provision herein by the other party shall not prejudice the non-defaulting party's rights in respect of that breach or deemed to be a waiver of a subsequent breach of that or any other provision of this agreement. No delay or omission by a nondefaulting party to this Agreement in exercising any rights in respect of a breach by the other party shall prejudice that non-defaulting party's rights as to that or any future breach.

7.

This agreement shall be governed and constructed in all respects in accordance with the laws of New York. Venue for any cause of action arising out of this Agreement shall be in New York.

8.

Notices required to be given pursuant to this agreement will be in writing and will either be (a) hand-delivered in a person; (b) sent by local mail delivery that permits sending party to obtain a receipt from the receiving party, if any; (c) sent by telefacsimilie transmission with evidence of receipt by the receiving party as shown on the sending party's equipment; or (d) sent by an international, overnight carrier with evidence of receipt by the receiving party. In the event the party to whom notice is sent refuses delivery under any means set forth above, the sending party will resend such notice, and such notice will deemed to have been received by the receiving party seven (7) days after having been sent.

9.

The Purchaser does hereby make, constitute and appoint Seller as Purchaser's true and lawful attorney, for the limited purpose of performing all necessary matters concerning the correction of typographical, clerical and other non material errors in documents prepared by Sellers and associates.

This agreement is binding upon the parties hereto and their heirs, legal representatives, successors and/or assigns and may not be assigned by Purchaser without the prior written of Seller. The captions preceding each paragraph in this agreement are merely for the parties' convenience, and, in and of themselves, confer no substantive rights nor create any obligations. This agreement represents the entire agreement between the parties hereto, and supersedes all other prior or contemporaneous oral or written agreements among the parties, and may only be modified in writing by an instrument executed by each of the parties. Words denoting the singular number shall include the plural and vice versa. All references to the masculine, feminine or neutral genders shall include other genders, as the context requires.