RIDER TO CONTRACT

This Rider to  Contract  ("Rider")  is made this 24th day of March,  1999 by and
between Resort Funding,  Inc. ("Buyer"),  a Delaware  corporation,  and Premiere
Development Incorporated, an Arizona corporation ("Seller"), and supplements the
Contract  of  Sale of  Timeshare  Receivables  with  Recourse  ("Agreement")  as
follows:

1. Page 33, Item 20 is amended to add the  following to the end of the sentence:
"subject to Buyer's approval with regard to provisions  addressing  release fees
and subordination, nondisturbance, and notice to creditors, which approval shall
not unreasonably be withheld."

2. EXHIBIT "G"  (Assignment of Receivables) is deleted and replaced with EXHIBIT
"G" attached to this Rider.

In witness  whereof,  the ponies set their hands  effective the date above first
written.

Seller:                                      Buyer:
Premiere Development Incorporated,           Resort funding, Inc.
an Arizona corporation

By: /s/ Joseph P. Martori                    By: /s/ Thomas J. Hamel
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Name: Joseph P. Martori                          Thomas J Hamel, President
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Title: Chairman
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