I.     GENERAL DESCRIPTION

     TROPIC LEISURE CORP. d.b.a. THE BAY CLUB, (herein "CLUB") is a Virgin Islands corporation. The CLUB consists of one-bedroom and two bedroom villas located at Magens Point Resort, Magens Bay Road, St. Thomas, US Virgin Islands. One-bedroom villas are configured for privacy for two couples. Two bedroom villas are configured for privacy for three couples.

     Purchasers of memberships in the CLUB are permitted to use the facilities of Magens Point Resort. Tropic Leisure Corp. or its designee will be responsible for all CLUB management. Magens Point Resort or CLUB will provide all housekeeping and other hotel services for the CLUB Villas.

     Membership in the CLUB entities a member to use a specific villa for a specific week every year for sixty (60) years or sixty (60) weeks usage, whichever occurs first. The Membership week begins on Saturday at 4PM and ends at 1 OAM on the following Saturday.

     At its option, CLUB may change the check-in/check-out times with 30 days written notice to Members.

II.     ANNUAL CLUB FEES

     In addition to the initial membership fee, all Members will be billed on an annual basis for a pro rata share of the operation and maintenance cost of the CLUB. Members will be responsible for these fees regardless of whether or not they use their membership. Members will be provided with an itemized annual budget of the operating and maintenance cost of the CLUB. The annual budget will be estimated and billed to members in advance for each year's usage. The budget will include the annual cost of operating and maintaining the CLUB, a 10 % contingency reserve fee and a 20% CLUB management fee. Increases in the normal, non-extraordinary operating expenses will be limited to no more than 15% in any single fiscal year.

     Members who purchase week 52 will have use of week 53 every leap year. If Member elects to use week 53, Member must notify CLUB in writing at least 90 days in advance of the week. Member's notification of usage of week 53 must include the payment for the operations fee for that week. If the Member cancels within 90 days of week 53, the operations fee paid will not be refunded. Failure by the member to notify the CLUB of intended usage and/or pay the operations fee will result in the week reverting back to CLUB until the following leap year.

     The 10% contingency reserve fund is designed to cover extraordinary expenses. Extraordinary expenses are defined, as expenses not specifically addressed in the annual budget. If such an event does occur, the reserve fund will be used first to cover extraordinary expenses. If the reserve fund is not adequate to cover an extraordinary expense, members will be assessed on a pro rata basis for the shortfall.

III.     INSURANCE

     CLUB will carry Fire, Windstorm and Casualty Insurance in such amounts as Resort Management Services deems appropriate in the Virgin Islands. Tropic Leisure Corp. with the proceeds of such insurance shall repair any insured damage to the CLUB. If a Member is prevented from using his or her membership as a result of such damage and before such repairs are complete, Tropic Leisure Corp. will extend the membership to compensate the member for time lost.

     In the event that the insurance proceeds are insufficient to repair such damage, the CLUB will use the contingency reserve account to cover any shortfall. If the cost of such repair or restoration is in excess of the insurance proceeds and the reserve fund, the event shall constitute a common expense and the CLUB may assess Members for said deficit as part of the operation expenses. In the event the damage is substantial and Tropic Leisure Corp. elects not to repair such damage, the proceeds from any Fire, Windstorm or Casualty Insurance, after being reduced by any amounts required to be applied to outstanding CLUB indebtedness, shall be distributed pro rata among the Members holding Memberships at the time of the destruction, including memberships held by Tropic Leisure Corp.

     CLUB will carry liability insurance for all CLUB facilities with a deductible of $10,000.00. Member recognizes and agrees that the CLUB will not be responsible for any personal injuries suffered by Member, Member's family, invitee or invitee's family resulting from their use of CLUB facilities up to a total of $10,000.00.

IV.     TRANSFER OF MEMBERSHIP

     As part of Member's estate, Member may bequeath or transfer the Membership as part of Member's estate or by gift without restriction, with the prior written approval of the CLUB which shall not be unreasonably withheld. All Member dues, fees, installment loans and assessments must be paid in full, at the time of the transfer.

     Membership may be transferred to another party by notarized letter from Member of record to Club. The letter must state the current owner's unit, week number, original date of Membership, statement of transfer, date the transfer is to take affect. New Member must acknowledge understanding and acceptance in writing, without reservation, of all CLUB rules, regulations and conditions of Membership. The transfer letter must also provide, name, address, telephone numbers of new Member. Upon acceptance of the transfer, Club will issue to member a confirmation of the transfer of Club Membership.

V.     EXCHANGE PRIVILEGES

     CLUB will execute an agreement with RCI or another international exchange network to provide Members the opportunity for vacation exchanges. CLUB will pay for membership in the exchange organization for the first year only. Thereafter, Member will be required to renew his membership in the exchange organization annually.

VI.     TITLE TO PROPERTY

     CLUB owns the real property, furnishings and improvements provided for the use of CLUB members. CLUB will not convey such title interest while membership is in effect unless the grantee in such conveyance assumes all liabilities and obligations to the member herein. In the event CLUB should mortgage any part of the real property, the mortgagee shall not disturb the member's usage as long as member is current with all membership fees, assessments and any installment loan payments. CLUB membership does not convey any interest in real estate neither fee simple nor as a leasehold. It also does not convey a security or investment interest, nor is it intended to do so.

VII.     DEFAULT

     Failure to pay any sums due to CLUB within 30 days of the due date will constitute default. A member in default may not use, transfer, sell, bank or exchange his membership. If a member fails to bring his account current within 10 days following written notice of default, CLUB will have the option of pursuing all legal remedies available to collect the amounts due. In the event CLUB is unable to collect the amount due from the member, it can, at its option, cancel the membership and retain all sums paid hereunder as liquidated damages.

VIII.     TERMS OF MEMBERSHIP SALE

     All membership sales are final at the time of signing unless otherwise provided for in the laws of the US Virgin Islands.

IX.     RECEIPT OF DOCUMENTS

     CLUB Member hereby acknowledges the receipt and understanding of the following:

X.     NO WAIVER

     The failure of the CLUB to enforce any provision of this Agreement shall not constitute a waiver of this right to enforce such provisions thereafter.

XI.     NOTICES

     All notices under this Agreement shall be in writing by first class mail to each party at the address reflected on this Agreement, or the last known address provided by either party to the other in writing. CLUB member must notify CLUB, in writing, of any changes in member's address of record. CLUB will not waive late, default or collection fees on installment loan payments, annual operation fee payments or any regularly scheduled payments for the lack of a current address. Bills that are sent to Members for these types of payments are reminders only. If a Member does not receive a bill for a regular schedule payment, the payment is still due and payable and will incur late, default and collection fees if not paid in a timely manner. Notices sent to Members by certified mail and are refused by Member or returned for lack of a forwarding address will be considered delivered as of the date of the postmark.

XII.     RE-SALE OF MEMBERSHIP BY CLUB

     If Member desires to re-sell his Membership, Tropic Leisure Corp. will use its best efforts to re-sell the Membership. However, Tropic Leisure Corp. does not guarantee that the Membership will be sold. Member must request and execute a re-sale agreement with Tropic Leisure Corp. and be current on all CLUB accounts before the Membership will be placed in the re-sale inventory. Member will be responsible for keeping current on all Membership dues, fees, installment loan payments and assessments while Membership is in the Tropic Leisure Corp. re-sale inventory.

     If MEMBER decides to re-sell his or any other vacation club membership using his own efforts, Member may not solicit sales on CLUB premises at any time. Solicitation of any sales on CLUB premises is not allowed without prior written approval of CLUB management. Any Member found to soliciting sales on CLUB premises or who interferes with the sales and marketing efforts of Tropic Leisure Corp. will be subject to immediate ejection from the property and will be held responsible for any damages allowed by law.

XIII.     BINDING EFFECT

     This Agreement is binding upon the parties hereto and their successors and assigns. It supersedes any and all prior understandings and agreements between the parties. It embodies the entire agreement between the parties. The agreement may be amended or modified only by a written instrument signed by both parties. This agreement shall be construed under the laws and venue of the US Virgin Islands.

     Member agrees that any disputes or controversies arising from this Agreement shall be settled through binding Arbitration in the US Virgin Islands. Said Arbitration shall be in accordance with the rules and procedures of the American Arbitration Association. The award or decision of the Arbitrators shall be final, conclusive and binding upon each party and shall be enforceable under the laws and venue of the US Virgin Islands. All costs of arbitration shall be shared equally except that each party shall be responsible for their own legal costs.

CHECK-IN AND CHECK-OUT

With respect to this Membership, check-in is at or after 4PM on the Saturday of their respective interval. When possible, management will make every effort to assist incoming guests and CLUB Members into their units as early as possible. Check-out is at or before 10AM on Saturday. Members who delay their check-out without prior approval of the CLUB will be charged a penalty.

DAILY CLUB VILLA RATES

A Member may check in prior to his Membership's arrival date or may stay after the Membership departure date if space is available in the CLUB Villas. The Member will be charged a daily rental rate for his additional stay of 30% off the published normal daily room rate.

HOUSEKEEPING SERVICES

Full maid service will be provided in the CLUB villas on Sunday and Wednesday or as assigned by the CLUB. Every other day the garbage will be picked up and the towels changed out. Housekeepers will not be responsible for washing dirty dishes. Any Member leaving dirty dishes when checking out will be charged $15.00. Members are responsible for leaving the villas in good order. If in management's opinion, the condition of the villa indicates that it has been abused, the Member will be charged for any additional cleaning or repair costs. Daily maid service will be available for an additional charge. CLUB management reserves the right to alter the scheduling of the above housekeeping services as needed.

MEMBER INTERNAL EXCHANGE

It is anticipated that Members will want the option to exchange their Membership weeks with other CLUB Members. The CLUB will assist Members in making internal exchanges for a nominal administration fee. Members requesting an internal exchange should contact the CLUB at least 60 days in advance of their requested time.

DISTURBANCES

No Member or guest shall disturb or permit the disturbance of the peaceful enjoyment of CLUB facilities by other Members and guests. Management will eject members or guests who do not adhere to House Rules or who persist in interfering with the rights, comforts or conveniences of other Members or guests. Members ejected will not be entitled to any compensation for any time lost from their Membership week.

PETS

With the exception of seeing-eye dogs, no Member or guest is allowed to have pets in the CLUB villas.

RESORT COMMON AREAS

Resort pool areas, tennis courts, exercise room, hot tub and other common areas are for the exclusive use of CLUB Members and guests. Member agrees not to remove any pool furniture, cushions, BBQs, chaise lounges or pool floats from the common areas without permission from CLUB management. Member agrees not to permit running, jumping, diving in or around the pool. Infants must wear leak proof bottoms in the pool at all times. Food products and glass containers will not be permitted in the pool. Children under the age 12 years will not be permitted to use the pool without direct adult supervision. All posted pool rules must be adhered to at all times.

USE OF MEMBERSHIP

Member shall have the right to use or occupy a CLUB villa for each day of each numbered week designated in the CLUB Membership Agreement. CLUB will use its best efforts to place Member in their designated week. However, in the event that the Member's villa is not available for occupancy, CLUB will provide Member with a comparable or better villa.

In the event that Member does not check-in at the CLUB by 1O:OOAM of the second day of the Member's designated week and has not notified CLUB in writing or by fax of a late arrival, the balance of the Member's week will revert to the CLUB. If the Member arrives at the CLUB after the second day of Member's designated week and has not notified CLUB of a late arrival, Member will be accommodated only on a space available basis.

PAYMENT OF FEES

In order to operate the CLUB efficiently, it is necessary that Members pay their operation fees, assessments, installment payments and late fees in a timely manner. Members who become delinquent in making these payments will be subject to late and collection fees. In addition, they will not be able to use, exchange, transfer, rent or sell their membership week until they bring their accounts current. In the event a Member's account is more than 30 days delinquent, the CLUB will not confirm the Member's stay at the CLUB until their account is brought current. If a Member has not brought their account current within 45 days of the beginning of their membership week, they will be accommodated ONLY on a space available basis.

Members with delinquent accounts who arrive at the CLUB to use their week will accommodated only if space is available and they bring their account current at check-in. Acceptable forms of payment at check-in are traveler's checks, credit cards, cash or another certified form of payment - no personal checks.

BANKING OF WEEKS

If a Member is unable to use their membership week and they wish to save the week for future usage they can usually bank it with RCI or one of the other international exchange organizations. At present, most exchange organizations allow their members to bank up to two years of usage. However, before a CLUB Member can bank a week for future usage, they must pay the operation fee on the week banked. If the CLUB operation fee increases after the week is banked, the Member will be billed for the difference. Once the operation fee is paid, the CLUB will notify the Member designated exchange organization and verify that the week is available.

OVER OCCUPANCY FEE

The one bedroom CLUB villa is configured for four adults and the two bedroom unit for six adults. Member agrees to pay the CLUB an over occupancy fee of thirty dollars ($30.00) per day per person for each person over the maximum occupancy of each unit. Up to two children, under 12 years of age, are exempt from the over occupancy fee provided the total occupancy of the villa does not exceed six persons in a one bedroom unit and eight persons in a two bedroom unit.. Occupancy exceeding the unit maximum must be requested and approved in writing by the CLUB 30 days in advance of the Member's arrival.

IMPROVEMENTS

No Member shall make improvements, decorations or repairs to the CLUB villa without written permission from CLUB management. No Member shall use or permit to be used on the premises any machinery or permit to be brought into the villa any flammable oils, fluid or other explosive articles that may be hazardous to life or property. Member will not be allowed to store any items on the resort property without prior written approval of management.

No Member shall alter the villa locks or install new locks on any entrance or interior door without the CLUB's written permission. When Member checks in, Member will be issued a CLUB villa key(s) for the Member's exclusive usage during Member's stay. At the end of the Member's stay, Member must return the CLUB's key(s) to the front desk. Members who lose the key(s) or fail to return the key(s) at the end of their stay will be charged a minimum $25.00 per key not returned.

USE BY THIRD PARTY

A Member may designate a third party to use or occupy Member's assigned week(s) providing Member is in good standing and notifies the CLUB in writing at least 30 days in advance of the change in usage. The Member's guest will required to abide by all CLUB rules. The Member will be liable for all fees, damages or losses to the CLUB as a result of negligent or wrongful acts of such persons during their stay.

VALUABLES

The CLUB provides a safe in each villa for CLUB Member and guest usage. Members are urged to keep their valuables locked in the safe at all times. Members should make sure all doors and windows are locked before leaving the villa. CLUB will not be responsible for any Member or guest valuables left in the villa or in the public areas. CLUB urges all Members to use, at least, the same amount of caution concerning their valuables and security in the Virgin Islands as they would at home.

CHANGE OF HOUSE RULES

CLUB Management reserves the right to delete modify or add house rules as necessary. Members will be notified in writing 30 days in advance of any changes in house rules.