AGREEMENT

THIS AGREEMENT, made and executed this 15th day of June, 1999, between RESORT
CLUB, INC. a Delaware corporation ("Resort") with its principal offices at Route
94, Vernon, New Jersey and the RESORT CLUBINVENTORY. TRUST ("Trust") with its
principal place of business at 2 Craig Road, Vernon, New Jersey.

                                   WITNESSETH

         WHERAS, the Resort has have been engaged in the business of selling and
renting time share units with its operations based in the State of New Jersey;
and

         WHERAS, the Trust was established to hold legal title to the time share
units both owned and rented by Resort as set forth in the Exhibits attached to
the Trust; and

         WHERAS, Resort holds by contract certain rights to amenities consisting
of (i) the rights to certain passes for access to Great Action Park and (ii) to
the Campground site all as set forth in the agreements ("Agreements") relating
thereto originally dated October 15, 1997 which are incorporated hereunder as if
set forth at length; and

         WHERAS, the parties have determined that it is in their best interests
to ensure that the rights set forth under said Agreements ensure to the
beneficiaries of the Trust in accordance with the terms of the Agreements
subject to the obligation of Resort to perform the obligations required under
said Agreements.

                                  NOW THEREFORE

         In consideration of the premises, the mutual covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which by each of the parties hereto is hereby acknowledged, each of the
parties does for itself, its successors and assigns, agree as follows:

1.       EFFECTIVE DATE. The term of this agreement shall be effective as of
         June 15, 1999.

2.       SCOPE OF AGREEMENT. As of the Effective Date the Resort shall hold all
         rights granted to it under the terms of said Agreements for the sole
         and exclusive benefit of the beneficiaries to the Trust for the term of
         the Trust and/or the Agreements.

3.       PERFORMANCE REQUIREMENTS. Anything to the contrary notwithstanding
         Resort shall be obligated to and shall perform all requirements and
         obligations impose upon it under the terms of the Agreements.

4.       PROHIBITION AS TO TRANSFER. During the term hereof Resort shall not
         undertake or enter into any agreement to or transfer, convey, sell,
         hypothecate assign or in any other way dispose of the rights under the
         terms of said Agreements unless with the consent of the Trust to be
         executed in writing.




5.       ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the parties hereto. No amendment or modification hereof shall
         have any force or effect unless in writing and executed by all parties.

6.       BINDING AFFECT. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto, their respective legal representatives,
         their heirs, executors, administrators, successors and assigns.

7.       GOVERNING LAW. This Agreement shall be construed in accordance with the
         laws of the State of New Jersey.

8.       HEADINGS. The article headings contained in this Agreement are for
         reference only for the convenience of the parties. They shall not be
         deemed to constitute a part of this Agreement nor shall they alter or
         supersede the contents of the paragraphs themselves.

9.       COUNTERPARTS. This Agreement will be signed in any number of
         counterparts with the same effect as if the signatures thereto and
         hereto where upon the same instrument.

WITNESS/ATTEST:                                             RESORT CLUB, INC.



-----------------------------                          By:/s/ Christina M. Riker
                                                           ---------------------
                                                                  President

WITNESS/ATTEST:                                      RESORT CLUB INVENTORY TRUST



-----------------------------                            By:/s/ John Davey
                                                           -------------------
                                                                Trustee