6. The owner's participation in the FairShare Plus Program is voluntary. Once the Property Interest is assigned to the Trust, participation by the owner of the interest is mandatory so long as the property remains subject to the Trust.

7. Members receive a symbolic point allocation based upon their Property Interest. These points are renewed annually or biennially for alternate year ownership, and are used to reserve accommodations assigned to the Trust through a reservation system owned and maintained by Fairfield. Fairfield, the Trustee and the Plan Manager may amend the terms of the Trust. The Bylaws of the Fairshare Vacation Owners Association may be amended by a vote of seventh-five percent (75%) of the Association membership of by a vote of seventy-five percent (75%) of the Board of Directors. From time to time the Trustee may adjust the number of points required to reserve an accommodation in order to respond to actual use patterns and changes in use demand. Any increase or decrease in the total number of points required to reserve an accommodation shall also result in a pro-rata increase or decrease in the number of points allocated to the Members that own the affected accommodations (including Fairfield or such other applicable third party if all undivided interests have not yet been sold. However, any such adjustments made by the Trustee shall not result in a redistribution of the points assigned to UDI Accommodations from one season of a year to another season in excess of twenty per cent (20%) unless approved by a majority of the Members. Any such increase or decrease shall not alter or change the total number of symbolic points available for sale by Fairfield, a member or any third party.

8. After assigning their use rights to the Trust and receiving their vacation points, Members may use their points to reserve accommodations at locations for which time is available through the Trust. The FairShare Plus Vacation Program Directory, also known as Member's Directory, contains information regarding the various accommodations in the Program and the procedures for making accommodation reservations. The Directory lists the number of vacation points required to reserve each accommodation available through the Program. Point requirements for specific units vary based on factors such as location of the project, and the unit, season of the year, number of people and size of the accommodation.

Fairfield owns and operates the reservations system. Members can call Fairfield at the number listed in the Directory and request one of three types of reservations.

Advance Reservation Priority allows a Member to priority reserve their specific Property Interest from ten (10) to thirteen (13) months in advance of the requested vacation week. Certain members have Reciprocal Advance Reservation Priority privileges which allows a member to make a reservation at the reciprocal resort eleven (11) months in advance. A Standard Reservation request is accepted up to ten (10) months in advance. An Express Reservation may be made within three ninety (90) days of the requested vacation week to rent or borrow points or reserve a vacation of less than seven (7) nights in most Prime season accommodations. All requests may be made as late as twenty-four (24) hours prior to the vacation start date. If lodging is available, the reservation will be confirmed instantly. In the event a specific reservation cannot be confirmed and alternate reservations are not desired, a wait list is available and more fully explained in the Directory. The Directory also explains the Rotating Priority List, a Program feature allowing the opportunity to reserve accommodations during time periods, which are in extremely high demand such holidays or certain seasons at high-demand resorts.

9. The number of symbolic points assigned to a Member's Property Interest is based on several factors including, without limitation, size of unit, unit week (if applicable) and location of unit. There are no limitations on reservations. However, the number of points necessary for a specific reservation are determined by the unit size requested, time of year, destination and duration of stay. Thus, a Member may not own enough points to make reservations in large units at peak times in popular resorts. The Advance Reservation Priority allows a Member to make a reservation at their home resort thirteen (13) months in advance. Reciprocal Advance Reservation Priority allows certain members to make a reservation at the reciprocal resort eleven (11) months in advance. All other reservations can only be made ten (10) months in advance.

10. Reservations are confirmed on a space available basis and there are no guarantees of fulfillment of specific requests. If a reservation request cannot be confirmed, the Member can elect to be placed on a wait list or can request an alternate reservation.

11. Each Member relinquishes the annual use of his or her Property Interest once it is assigned into the Program. A Member will always be able to obtain accommodations within a unit in the Program so long as the Member applies for a reservation in accordance with the procedures outlined in the Directory.

13. Refer to the Directory for a complete listing of the available resorts and accommodations.

14. Refer to the Directory for a complete listing of the available in the Program. As of December 31, 2000 there were 165,015 Members eligible to participate in the Program. As of December 31, 2000 there were 214,083 seven day use periods within the Program available for use. Each Member remains eligible to participate in the Program as long as such Member remains current in the payment of all fees and expenses associated with his or her Membership, and the use rights to such Member's Property Interest are assigned to the Trust and available for use by the Members.

15. Each Member's Property Interest is available for use by all Members within the Program through the reservation system. A Member's use of the Program is not dependent upon whether or not his specific unit is used. Unless a Member utilizes the Points Credit Pool procedures outlined in the Directory, any unused points expire at the end of Member's use year and do not carry over to the next or subsequent years.

Fairfield may reserve, up to a maximum of sixty (60) days in advance of the first day of occupancy, the right to use unreserved units for its own purposes including renting to the public, provided it pays the occupancy related expenses for the use of such unit. As a result of Fairfield's use, there will be less space available for Members' use, however Fairfield may not reserve the last 10% of available occupancy for a unit until thirty (30) days prior to the first day of intended use.