Robert T. and Mary F. Gow - Page 7




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          Security Pacific (a local financial institution) agreed to provide            
          development financing, as well as a bridge loan, to refinance the             
          First American loan.  Security Pacific conditioned its financing              
          agreement on WVI’s ability to reduce its outstanding debt.                    
          Consequently, in order to obtain debt forgiveness and secure                  
          additional guarantors, WVI proposed a joint venture with Bush and             
          Offsite.                                                                      
          Powhatan Associates                                                           
               On November 19, 1986, WVI, Bush, and Offsite formed Powhatan             
          Associates.  WVI contributed the development assets (which                    
          consisted of the Powhatan Plantation time-share project, land,                
          unsold inventory, and contractual and other rights associated with            
          the project net of project liabilities) as well as its services and           
          expertise as a developer and administrator.  Bush and Offsite each            
          agreed to forgive the debt owed them by WVI; they further agreed to           
          guarantee certain liabilities of WVI to repurchase defaulting time-           
          share contracts under several financial agreements.  Offsite agreed           
          to continue to provide marketing services to the joint venture in             
          exchange for an allocation of the fees and expenses relating to its           
          marketing operations. Bush agreed to continue to provide                      
          construction services to Powhatan Plantation so long as it was                
          allocated the profits and expenses associated with construction.              
          The parties agreed that WVI would receive all of its administration           
          costs (including reasonable salaries), plus 1-1/2 percent of the              






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