Proposed Pairing Agreement

PROPOSED PAIRING AGREEMENT

This Agreement is made as of the day of , 1988, by and between (the “Company”), a Delaware corporation, and (the “Partnership”), a Delaware limited partnership.

RECITALS

WHEREAS, the Company and the Partnership have proposed to enter into the following transactions: (i) the distribution (the “Distribution”) of assignee limited partnership interests in the Partnership (“Partnership Shares”) to the holders of shares of Common Stock, .001 par value, of the Company (“Common Stock”) in an amount equal to the number of shares of Common Stock held by such holders; and (ii) the “pairing” of the outstanding shares of Common Stock and Partnership Shares so that they are transferable only in units (“Paired Shares”), each unit consisting of one share of Common Stock and one Partnership Share (the “Pairing”); and

WHEREAS, the Company and the Partnership desire to enter into this agreement in connection with effectuating the Pairing, including the establishment of the terms and conditions which will govern the transfer of shares of Common Stock and Partnership Shares after the Distribution has become effective.

NOW, THEREFORE, the Company and the Partnership agree as follows:

1. Exchange of Certificates; Issuance of Back to Back Certificates.

At such time as the Distribution becomes effective (the “Effective Date”), the Company shall cause a letter of transmittal to be sent to each holder of record of shares of Common Stock on the Effective Date for use by the holder in forwarding the holder’s certificates representing shares of Common Stock to a designated transfer agent (the “Transfer Agent”).

Upon tender to the Transfer Agent of a properly completed letter of transmittal accompanied by the appropriate certificate or certificates evidencing ownership of shares of Common Stock issued and outstanding on the Effective Date and a certificate evidencing such holder’s agreement to become a holder of Partnership Shares, the Transfer Agent shall deliver to such holder, in substitution therefor, one or more certificates in such form as the Company and the Partnership mutually determine (“Back to Back Certificates”) in such holder’s name evidencing the number of shares of Common Stock owned by such holder on the Effective Date and the corresponding number of Partnership Shares.

Until so tendered, each certificate evidencing shares of Common Stock outstanding prior to the Effective Date shall be deemed, for all purposes, to also evidence ownership of an equal number of Partnership Shares; provided, however, that in each calendar year the Company or the Partnership may refrain from paying dividends or making other distributions or allocating profits or losses with respect to such shares of Common Stock or such Partnership Shares until such holder tenders his certificates, at which time the holder shall be paid the amount of any dividends or distributions withheld during such year, without interest, which theretofore became payable with respect to such holder’s shares of Common Stock and Partnership Shares, less expenses incurred by the Company and the Partnership in connection therewith.

At the end of each calendar year the Company or the Partnership may, in their discretion, pay dividends or make other distributions or allocate profits or losses previously withheld from shareholders who had not tendered their certificates, to the remaining holders of the Common Stock and the Partnership Shares pro-rata to such holders in accordance with the shares owned by such holders.

2. Transfer of Shares.

Commencing on the Effective Date, and continuing until such time as the Pairing is terminated in accordance with the terms of this agreement:

(a) the shares of Common Stock and the Partnership Shares shall not be transferred on the respective books of either the Company or the Partnership unless in connection with any transfer the transferee acquires the same number of shares of Common Stock and Partnership Shares and there is a corresponding transfer on the books of both the Company and the Partnership.

(b) upon presentation to the Company’s transfer agent of (i) any certificate evidencing ownership of shares of Common Stock issued prior to the Effective Date duly endorsed for transfer or accompanied by a duly executed stock power and (ii) an executed agreement evidencing the intent of the transferee of such shares to become a holder of Partnership Shares, the Company shall cause the Transfer Agent to issue to the transferee a Back to Back Certificate evidencing both the number of shares of Common Stock so transferred and an equal number of Partnership Shares.

(c) neither the Company nor the Partnership shall issue or transfer, or agree to issue or transfer any shares of Common Stock or Partnership Shares unless provisions have been made for the issuance or transfer to the same person of the same number of shares of Common Stock or Partnership Shares and unless the Company and the Partnership shall have agreed upon the manner and basis of allocating the consideration to be received between the Company and the Partnership or upon the payment by one entity to the other of cash or other consideration in lieu of a portion of such consideration.

(d) notwithstanding the provisions of subsection (c) above, the Company or the Partnership may establish and issue one or more series or classes of equity or debt securities, provided that if such securities are to be convertible into shares of Common Stock or Partnership Shares or to be accompanied by warrants for the purchase of shares of Common Stock or Partnership Shares, then the securities shall be convertible or the warrants exercisable, as the case may be, only after (i) the Pairing shall have been terminated in the manner herein provided or (ii) provision shall have been made to satisfy the requirements of subsection (c) above.

3. Back to Back Certificates.

Commencing on the Effective Date and continuing until such time as the Pairing is terminated in the manner herein provided, each Back to Back Certificate which is delivered shall be printed on a single certificate and shall evidence ownership of shares of Common Stock and an equal number of Partnership Shares. Back to Back Certificates shall bear a conspicuous legend noting the restrictions on the transfer of shares of Common Stock and Partnership Shares, and shall be in a form which satisfies the requirements of the laws of Delaware and of the National Association of Securities Dealers, Inc. and any other market or stock exchange upon which the Back to Back Certificates are listed for trading.

4. Options.

Commencing on the Effective Date and continuing until such time as the Pairing is terminated in the manner herein provided, upon the exercise of any option to purchase shares of Common Stock which was issued by the Company prior to the Effective Date, the Partnership will simultaneously issue to the exercising optionee that number of Partnership Shares which equals the number of shares of Common Stock to be issued to the exercising optionee, and the Company will pay the Partnership or cause the Partnership to be paid for such Partnership Shares based on the relative fair value of a share of Common Stock and a Partnership Share at the time of exercise of the option.

5. Stock Dividends; Reclassification; Repurchase of Stock; etc.

Commencing on the Effective Date and continuing until such time as the Pairing is terminated in the manner herein provided, neither the Company nor the Partnership shall declare or pay any distribution consisting, in whole or in part, of shares of Common Stock or Partnership Shares, issue any securities convertible into shares of Common Stock or Partnership Shares, or issue rights or warrants to purchase shares of Common Stock or Partnership Shares, or subdivide, combine or otherwise reclassify shares of Common Stock or Partnership Shares, unless both the Company and the Partnership take action so that, thereafter, the outstanding shares of Common Stock and Partnership Shares will be paired on a one-to-one basis as contemplated herein.

6. Merger; Sale of Assets; etc.

Commencing on the Effective Date and continuing until such time as the Pairing is terminated in the manner herein provided, neither the Company nor the Partnership will be a party to any merger, consolidation, sale of assets, liquidation or other form of reorganization pursuant to which either the shares of Common Stock or the Partnership Shares are converted, redeemed or otherwise changed unless both the Company and the Partnership are parties to such transfer.

7. Registration.

The Partnership has caused the Partnership Shares to be registered pursuant to Section 12 of the Securities Exchange Act of 1934.

8. Listing.

The Company and the Partnership shall use their best efforts to cause the Paired Shares to be quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”).

9. Manner of Termination.

This agreement and the Pairing may be terminated by vote of the Board of Directors of the Company and the consent of the General Partner of the Partnership, subject to the requirements of applicable law. In the event of termination, the parties shall cooperate to effect an orderly separation of the Paired Shares to permit the separate issuance and transfer of shares of Common Stock and Paired Shares.

10. Amendments.

This agreement may be amended by action of the Board of Directors of the Company and the General Partner of the Partnership, subject to the requirements of applicable law regarding approval by holders of shares of Common Stock and Partnership Shares if such amendment would cause or permit the separation of the shares of Common Stock and the Partnership Shares.

11. Expenses.

The Company and the Partnership shall each bear a portion of the expenses incurred in connection with the implementation, administration and termination of the Pairing including, without limitation, the cost of printing Back to Back Certificates, arranging for the exchange of share certificates at the commencement and termination of the Pairing and the cost of the transfer of Back to Back Certificates while the Pairing is in effect. Such portion shall be determined by agreement of the Company and the Partnership.

12. Headings.

The headings in this Pairing Agreement are solely for convenience of reference and shall not affect the interpretation hereof.

13. Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the parties have caused this Pairing Agreement to be executed under seal as of the date first above written.

Homefree Village Resort, Inc    3/2/88