Reservation Agreement

NON-BINDING RESERVATION AGREEMENT

FOR THE

_________________

This Non-Binding Reservation Agreement for the _________________ (the “Agreement”) is made and entered into as of the ____ day of ________________, 200_, by and between _________________ (“Seller”) and ____________________________________________________________

_ (“Purchaser”).

1. Club Interest. For and inconsideration of the sum of U.S. $___________ (the “Reservation Deposit”), Seller hereby grants to Purchaser the right to enter into a Promise of Assignment of Club Interest for the _________________, pursuant to which Purchaser will agree to purchase and Seller will agree to sell Purchaser’s Club Interest (as such term is defined below) (the “Promise Agreement”).

A “Club Interest” consists ofbeneficial title in and to an undivided one-tenth (1/10th) fractional interest in a specific condominium unit within the _________________ Condominium (a “Club Residence”), together with (i) a corresponding undivided interest in the common elements of the _________________ Condominium (the “Common Elements”); (ii) the exclusive right to use and occupy a specific Club Residence and to use and enjoy allappurtenances thereto for seven (7) nights during such specific “fixed” week or holiday period each year as is set forth in the Promise Agreement; (iii) the exclusive right to use and occupy a Club Residence of the condominium unit type as is set forth in the Promise Agreement and to use and enjoy all appurtenances thereto for twenty-eight (28) nights during such periods of use as shall properlyhave been reserved in accordance with the Reservation Policies and Procedures of the _________________ (the “Reservation Policies and Procedures”) each year; and (iv) the non-exclusive right to use and enjoy the Common Elements, for their intended purposes, during all periods of use as shall properly have been reserved in accordance with the Reservation Policies and Procedures each year, all inaccordance with and subject to the governing documents of the _________________ (the “Residence Club”) and the _________________ Condominium. Legal title to the Club Residence, together with legal title to the other real property and improvements dedicated to the Residence Club, which is located within the State of Nayarit, Mexico, is held in trust by _________________.

“Purchaser’s ClubInterest” consists of an undivided one-tenth (1/10th) fractional interest in Club Residence Number __________, a three-bedroom/four-bedroom (circle one) Club Residence, and the following “fixed” week or holiday period each year: ___________________________. The purchase price for Purchaser’s Club Interest shall be the purchase price in effect (as established by Seller, in its sole discretion) at thetime that Purchaser and Seller execute the Promise Agreement.

2. Reservation Deposit Escrow. The entire Reservation Deposit shall be held by Ticor Title Insurance Company or an affiliate thereof, as escrow agent for Purchaser and Seller (“Escrow Agent”), and deposited by Escrow Agent in a non-interest bearing escrow account maintained at a financial institution located within theUnited States or Mexico. Upon the execution of the Promise Agreement by Purchaser and Seller, the Reservation Deposit shall be fully creditable toward the purchase price of Purchaser’s Club Interest.

3. Termination.

(a) Purchaser shall be entitled to the unqualified refund of the Reservation Deposit, without interest, promptly following the receipt by Seller and Escrow Agent of a writtennotice from Purchaser requesting such refund. In addition, Seller may terminate this Agreement at any time prior to the execution of the Promise Agreement by both Seller and Purchaser by giving written notice to Escrow Agent of such termination and directing Escrow Agent to refund the Reservation Deposit to Purchaser, without interest. Purchaser’s sole and exclusive remedy for any breach or...