<SUBMISSION>
<ACCESSION-NUMBER>0001005150-02-000616
<TYPE>10KSB/A
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20000930
<FILING-DATE>20020508
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DOMINION RESOURCES INC /DE/
<CIK>0000314712
<ASSIGNED-SIC>4812
<IRS-NUMBER>222306487
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10KSB/A
<ACT>34
<FILE-NUMBER>000-10176
<FILM-NUMBER>02638587
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>2015384177
</BUSINESS-ADDRESS>
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<STREET1>355 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>NORTHERN ARIZONA GOLD & SILVER MILLING & MINING CO INC
<DATE-CHANGED>19820518
</FORMER-COMPANY>
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<DOCUMENT>
<TYPE>10KSB/A
<SEQUENCE>1
<FILENAME>form10-ksba.txt
<DESCRIPTION>FORM 10-KSB/A
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 2

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 2000

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the Transition period from          to
                                                      ----------   ----------

                         Commission File Number 0-10176

                            DOMINION RESOURCES, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                           22-2306487
                  --------                           ----------
        (State or other jurisdiction of            (IRS Employer
         incorporation or organization)          Identification No.)

                355 Madison Avenue, Morristown, New Jersey 07960
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

          Issuer's telephone number, including area code (973) 538-4177

           Securities registered pursuant to Section 12(b) of the Act:

                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                              Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or in any amendment to
this Form 10-KSB. [ ]

        For the year ended September 30, 2000, the issuer's revenues were
                                     $8,953

On December 15, 2000, the aggregate market value of the voting stock of Dominion
Resources Inc. (consisting of Common Stock, $.01 par value) held by
non-affiliates of the Issuer was approximately $811,253 based upon the high bid
price for such Common Stock on said date in the over-the-counter market as
reported by the National Quotation Bureau. On such date, there were 7,630,576
shares of Common Stock of the Issuer outstanding.

             Transitional Small Business Disclosure Format Yes[ ] No [X]


<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL:

         Dominion Resources, Inc. (the "Company") was, commencing February 1996
through September 1999, principally engaged, through a majority-owned
subsidiary, Resort Club, Inc. ("Resort Club"), in the business of offering
membership interests to the general public which allows its members to vacation
in resort condominiums. In September, 1999, the Board of Directors adopted a
plan to dispose of the Resort Club through sale or liquidation. In connection
with the Company's disposal plan, Resort Club ceased operations as of September,
1999 and is treated in this Annual Report as a discontinued operation.

         From time to time, the Company has acquired real property or other
assets where it believes there are favorable investment opportunities. At
September 30, 2000, these investments included certain real estate assets
including 27 vacant condominium lots located in Great Gorge Village, a
condominium development comprising a total of approximately 1,300 units situated
adjacent to the ski area and summer participation theme park near Vernon, New
Jersey. The Company intends to construct condominiums on these properties for
sale. In addition, the Company owns three condominium units which it is
currently renting located in Fort Lee, New Jersey. The Company also owns,
subject to a contract of sale, an approximately 1,560 square foot building in
Selma, Alabama. On November 1, 2000, the Company entered into a contract to sell
the Selma building for a selling price of $155,000. Pursuant to the terms of the
contract, the Company agreed to take back a mortgage for $130,000 at 9% due in
ten years.

         In March 1996, the Company entered into a $1.75 million secured loan
with The RiceX Company ("RiceX"). Subsequently, in December 1998, the Company
entered into a Loan Participation Agreement with FoodCeuticals, L.L.C.
("FoodCeuticals") whereby the Company contributed its secured loan, including
accrued interest, due from RiceX in the aggregate of approximately $2 million
and FoodCeuticals contributed its secured loan due from RiceX in the amount of
$1.85 million. FoodCeuticals had made its loan to RiceX in December 1998. RiceX
is an agribusiness food technology company which has developed a proprietary
process to stabilize rice bran. Its shares of Common Stock are quoted on the OTC
Bulletin Board under the symbol "RICX.." The Company and FoodCeuticals'
collateral includes certain tangible and intangible assets of RiceX including
RiceX's extrusion machines located at two rice mills in California, contract
rights, and all of RiceX's intellectual property. These assets represent
substantially all of the assets in RiceX. In conjunction with its loan to RiceX,
FoodCeuticals received an aggregate of 940,679 shares of RiceX's common stock
and a warrant to purchase an aggregate of 3,743,540 shares of RiceX's common
stock at an exercise price of $0.75 per share. Collectively, the Company's and
FoodCeuticals secured loans of $2 million and

<PAGE>


$1.85 million, respectively, are hereinafter referred to as the Participation
Loan. Pursuant to the Loan Participation Agreement, the Company and
FoodCeuticals share pro rata as to the Participation Loan, warrants, shares and
collateral due, payable or granted under the December 1998 Loan Agreement to the
extent that their participation amount bears to the total Participation Loan. As
a result, the Company received 409,421 shares of RiceX common stock and a
warrant to purchase 1,429,338 shares of RiceX common stock. In November 1999,
RiceX repaid the borrowing incurred in 1996 in the amount of $1.75 million, plus
accrued interest of approximately $320,750 and has advised the Company that on
or about December 31, 2000 it intends to repay the balance of the borrowing,
totaling $1,850,000, of which the Company's participation is approximately
$948,660.

         The Company is currently engaged in a review of its future business
objectives and plans. In that regard, it may dispose of certain of its assets,
acquire additional assets or enter into a business combination or other
transactions with others.

         On October 5, 1999, the Company entered into an agreement to convert
366,655 shares of the Company's redeemable common stock, par value $0.01 per
share for 1,622,000 shares of the Company's common stock, par value $0.01 per
share and a warrant to purchase a number of shares of common stock equal to 25%
of all shares of common stock issued by the Company from October 1, 1999 through
March 31, 2000.

         As of March 1, 2000, the Company negotiated the sale of its 65%
interest in Resort Club. The transaction is effective October 1, 1999 and
requires the Company to use its best efforts but is not obligated to restructure
certain notes payable to GAR, Inc., which aggregate approximately $11,483,000 at
September 30, 1999. Pursuant to the terms of the transaction, the Company is
entitled to receive a 3% royalty payment to be paid out of the net cash flow of
Resort Club. No minimum payment of royalty is required under the agreement and
the transaction was not conditioned upon the receipt of any payment under the
royalty arrangement. When recording this transaction as a sale, the Company took
into consideration that the 3% royalty payment is subordinate to the prior
payments under the GAR Notes of approximately $11.5 million. The Company
concluded, in view of these obligations, that realization of any royalty payment
is remote and not a material part of the transaction. As a result of the sale, a
gain of $10,302,712 was recorded which is broken out as follows:

            Net liability as of September 30, 1999               $33,523,317
             Less:  Contingency reserve for mortgages,
              fulfillment and GAR, Inc. restructuring              2,424,218
            Subtotal                                             $31,099,099
             Less:  Write-down to net realizable value,
              the Company's notes receivable due from
              Resort Club                                         20,796,387
            Net gain                                             $10,302,712


                                       2

<PAGE>


         For federal income tax purposes, the Company did not include Resort
Club, its former 65% owned subsidiary, in its federal consolidated income tax
return. Accordingly, the Company did not record an income tax expense in
connection with the gain on sale. Such gain was the result of a reduction of net
liabilities of Resort Club, which the Company has no obligation to pay. These
net liabilities were previously included in the consolidated financial
statements of the Company in accordance with the generally accepted accounting
principles.

         For the period ended September 30, 2000, Resort Club sold four
memberships for an aggregate selling price of $45,212 for which the Company
earned a royalty fee of $1,356 which the Company fully reserved.

         The Company's operations are currently limited, and therefore it
experiences no competition or seasonal aspects to its activities.

ORGANIZATION

         The Company was incorporated under the laws of the State of Delaware on
October 11, 1979.

EMPLOYEES

         As of September 30, 2000, the Company had two year-round employees
involved in its continuing operations.

ITEM 2. PROPERTIES

         The Company's executive offices are at 355 Madison Avenue, Morristown,
New Jersey. The Company is a tenant under a lease expiring November 30, 2000
with a total rent of $500 per month. The lease provides for rental adjustments
for changes in the Consumer Price Index. Subsequent to November 30, 2000, the
Company continues to lease the space on a month-to-month basis.

         The Company owns, subject to a contract of sale, an approximate 1,560
square foot office building located in Selma, Alabama.

         See Item 1. Business for a description of other real estate assets
owned by the Company.


                                       3

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

         In October, 1999, the Company received a Letter and Examination Report
from the District Director of the Internal Revenue Service that proposed a tax
deficiency based on an audit of the Company's consolidated 1995 tax return. The
Examination Report proposed adjustments that the Company does not agree to.

         The adjustments included disallowed deductions from the Company's
principal subsidiary in the amount of $5,124,000 which represented accruals and
deductions related to membership fulfillment expense and membership product
cost. The Internal Revenue Service's position was that these deductions should
have been capitalized. Additionally, approximately $498,000 of deductions
representing a write down of packaged loans acquired from Resolution Trust
Company and certain normal business deductions were disallowed. The Internal
Revenue Service also disallowed $830,000 as a compensation deduction related to
a former officer's stock redemption, claiming the disallowed deduction should
have been classified as treasury stock.

         The Company does not agree with the proposed adjustments and is
contesting the proposed tax assessment of $2,164,000 (not including interest and
penalties) at the appeals level of the Internal Revenue Service. To date, the
Appeals Division of the Internal Revenue Service has conceded to approximately
$645,000 of the above disallowances. The Company is continuing the appeal
process. The Company believes that when there is a final resolution, the
proposed tax deficiencies will be substantially reduced. No provision has been
made in the accompanying financial statements for the proposed additional taxes
and interest. Additionally, the Company has adequate net operating losses (see
Note 7 of Notes to Consolidated Financial Statements), which could be utilized
to offset any unresolved tax adjustments related to this examination.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of security holders during the
quarter ended September 30, 2000.

                                       4

<PAGE>


                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is traded in the over-the-counter market and
quotations appear on the OTC Bulletin Board under the symbol DNIR. The following
table sets forth the range of high and low bid and asked quotations for the
Common Stock during the past two fiscal years as derived from reports furnished
by the National Quotation Bureau, Inc.

<TABLE>
<CAPTION>


QUARTER ENDED                                     BID                                      ASKED
                                    HIGH                    LOW                    HIGH                    LOW
<S>                                <C>                     <C>                     <C>                   <C>

December 31, 1998                  $1.375                  $.6875                  $2.125                $1.4375
March 31, 1999                     $  .25                  $  .25                  $ .625                $  .625
June 30, 1999                      $ 1.00                  $ 1.00                  $ 1.00                $ 1.375
September 30, 1999                 $ 1.00                  $ 1.00                  $ 1.25                $  1.25

December 31, 1999                  $  .25                  $  .25                  $.4375                $ .4375
March 31, 2000                        *                       *                      *                       *
June 30, 2000                         *                       *                      *                       *
September 30, 2000                    *                       *                      *                       *

December 31, 2000                  $  .11                  $  .11                  $  .25                 $  .25

</TABLE>


-------------------
  *Quotations for the Common Stock were not published.

         The above quotations represent prices between dealers and do not
include retail mark-ups, mark-downs or commissions. They do not necessarily
represent actual transactions.


                                       5

<PAGE>


         As of December 15, 2000, the number of record holders of the Company's
Common Stock was 2,621. The Company has never paid a cash dividend on its Common
Stock and anticipated capital requirements make it unlikely that any cash
dividends will be paid on the Common Stock in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

         The following discussions and analysis of financial condition and
results of operations should be read in conjunction with the Company's
consolidated financial statements and accompanying notes.

Results of Operations

Fiscal Year 2000 Compared with Fiscal Year 1999

         Continuing Operations

         Total revenues were $8,953 in fiscal 2000 compared with $23,367 in
fiscal 1999 or a decline of $14,414 or 61.69%. The decline in revenues was
primarily the result of decreased rental income from the Company's condominiums
in Fort Lee, New Jersey.

         Other operations expenses were $95,400 in fiscal 2000 compared with
$24,865 in fiscal 1999, or an increase of $70,535 or 283.67%. The increase was
primarily the result of expenses related to moving the Company's brewery
equipment located in Vernon, New Jersey to storage. The Company previously had a
security interest in the equipment and took possession in lieu of payment. The
brewery has not been operational since 1994.

         General and administrative expenses increased to $1,264,467 in fiscal
2000 from $819,247 in fiscal 1999, or by $445,220 or 54.35% primarily as a
result of additional taxes due to the State of Alabama, in the amount of
approximately $346,000, offset by decreased legal fees in connection with the
GAR restructuring.

         Depreciation and amortization was $10,775 in fiscal 2000, compared to
$14,926 in fiscal 1999, resulting in a decrease of $4,151 or 27.81%. This
decrease was the result of certain assets being fully depreciated at September
30, 1999.


                                       6

<PAGE>


         Interest income was $810,929 in fiscal 2000, compared with $1,448,117
in fiscal 1999. The decrease of $637,188 was primarily the result of reserving
interest income from Stonehill Recreation.

         Interest expense increased to $702,417 in fiscal 2000, compared with
$652,009 in fiscal 1999. The increase of $50,408 was the result of the increase
in the Berkowitz Wolfman Assoc., Inc. loan and the increased loan facility with
Binghamton Savings Bank and increased interest rates.

         During fiscal 1999, the Company recognized financing fee income of
$531,714 in connection with the FoodCeuticals transaction.

         Amortization of deferred financing costs consists primarily of deferred
financing costs associated with the Company obtaining its loans from Binghamton
Savings Bank and Public Loan Corp. These costs increased to $117,034 in fiscal
2000 from $102,709 in fiscal 1999, or an increase of $14,325 which was the
result of a full year's amortization of costs associated with the Binghamton
loan closing on January 15, 1999.

         In fiscal 2000, the Company incurred a gain on the sale of its
marketable securities of $74,985 as compared to a loss on the sale of marketable
securities in fiscal 1999 of $38,832.

         In fiscal 1999, the Company incurred a gain on the sale of Real Estate
and RTC Mortgages of $11,764.

         At September 30, 2000, Stonehill Recreation Corporation ("Stonehill
Recreation") owed the Company $3,128,787 arising out of cash advances from the
Company to Stonehill Recreation. The obligation bears interest at 18% per annum
and is due on demand.

         During fiscal 2000, a foreclosure action was commenced against
Stonehill Recreation by Option Holders, Inc. The Company is working with the new
owner of the spa, The Spa at Crystal Springs (the "Spa") in connection with a
restructuring of this loan receivable which may include the conversion of all or
a portion of this receivable into an equity or joint venture investment.
Although the Company believes that the restructuring will be successful, there
can be no assurances that the Company will realize the full carrying value of
this asset. During fiscal 2000, the Company has reserved all interest income
accrued relating to this loan receivable (see Notes 4 and 11 of Notes to
Consolidated Financial Statements.

                                       7

<PAGE>


         As of September 30, 2000, the Company held 39,421 shares of RiceX
common stock and a warrant to purchase 1,229,338 shares of RiceX common stock.
Based on the market value of the RiceX common stock at September 30, 2000, the
Company adjusted the carrying value of these shares and warrants in its
financial statements to reflect a valuation allowance of $459,191 which
primarily relates to an adjustment to the carrying value in the RiceX warrant of
$442,562. This arises because the market value of the RiceX common stock at
September 30, 2000 was less than the exercise price of the warrants.

         Discontinued Operations

         As of March 1, 2000, the Company negotiated the sale of its 65%
interest in Resort Club. The transaction is effective October 1, 1999 and
requires the Company to use its best efforts but is not obligated to restructure
certain notes payable to GAR, Inc., which aggregate approximately $11,483,000 at
September 30, 1999. Pursuant to the terms of the transaction, the Company is
entitled to receive a 3% royalty payment to be paid out of the net cash flow of
Resort Club. No minimum payment of royalty is required under the agreement and
the transaction was not conditioned upon the receipt of any payment under the
royalty arrangement. When recording this transaction as a sale, the Company took
into consideration that the 3% royalty payment is subordinate to the prior
payments under the GAR Notes of approximately $11.5 million. The Company
concluded, in view of these obligations, that realization of any royalty payment
is remote and not a material part of the transaction. As a result of the sale, a
gain of $10,302,712 was recorded which is broken out as follows:

              Net liability as of September 30, 1999               $33,523,317
                Less:  Contingency reserve for mortgages,
                 fulfillment and GAR, Inc. restructuring             2,424,218
              Subtotal                                             $31,099,099
                Less:  Write-down to net realizable value,
                  the Company's notes receivable due from
                  Resort Club                                       20,796,387
              Net gain                                             $10,302,712

         For federal income tax purposes, the Company did not include Resort
Club, its former 65% owned subsidiary, in its federal consolidated income tax
return. Accordingly, the Company did not record an income tax expense in
connection with the gain on sale. Such gain was the result of a reduction of net
liabilities of Resort Club, which the Company has no obligation to pay. These
net liabilities were previously included in the consolidated financial
statements of the Company in accordance with the generally accepted accounting
principles.

         For the period ended September 30, 2000, Resort Club sold four
memberships for an aggregate selling price of $45,212 for which the Company
earned a royalty fee of $1,356 which the Company fully reserved.

                                       8

<PAGE>


Fiscal Year 1999 compared with Fiscal Year 1998

         The Company's income during the three fiscal years ended September 30,
1999 was derived from membership revenue, membership annual fee revenue, and ski
rental shop revenue and other revenue. Membership revenue consists of revenue
from the sale of vacation memberships. Membership annual fee revenue consists of
the annual membership dues established to cover each member's pro rata share of
the estimated annual maintenance and operating expenses, including reserves, for
all of the units, facilities, and amenities of the Resort Club program. Other
revenue in fiscal 1999 and 1998 consists primarily of lease income from its
office building in Selma, Alabama and overnight rental income generated by
vacant Resort Club condominiums.

         Continuing Operations

         Other revenue was $23,367 in fiscal 1999 compared with $25,470 in
fiscal 1998 or a decline of $2,103 or 8.26%. The decline in revenues was
primarily the result of decreased rental income from the Company's building in
Selma, Alabama.

         Other operations expenses were $24,865 in fiscal 1999 compared with
$216,023 in fiscal 1998, or a decrease of $191,158 or 88.49%. The decrease was
the result of certain non-recurring operating expenses that the Company recorded
in fiscal 1998.

         General and administrative expenses decreased to $819,247 in fiscal
1999 from $873,255 in fiscal 1998, or by $54,008 or 6.18% as a result of
decreased legal fees in connection with the GAR restructuring and certain
non-recurring items.

         Depreciation and amortization was $14,926 in fiscal 1999, compared to
$34,307 in fiscal 1998, resulting in a decrease of $19,381 or 56.49%. This
decrease was the result of certain assets being fully depreciated at September
30, 1998.

         Interest income was $1,448,117 in fiscal 1999, compared with $407,943
in fiscal 1998. The increase of $1,040,174 was the result of the increased
principal balance due from Stonehill Recreation.

         Interest expense increased to $652,009 in fiscal 1999, compared with
$557,861 in fiscal 1998. The increase of $94,148 was the result of the increase
in the Berkowitz Wolfman Assoc., Inc. loan and the increased loan facility with
Binghamton Savings Bank.

         During fiscal 1999, the Company recognized financing fee income of
$531,714 in connection with the FoodCeuticals transaction.

                                       9

<PAGE>


         Amortization of deferred financing costs consists primarily of deferred
financing costs associated with the Company obtaining its loans from Binghamton
Savings Bank and Public Loan Corp. These costs decreased to $102,709 in fiscal
1999 from $116,602 in fiscal 1998, or a decrease of $13,893, which was the
result of the varying maturities of these loans.

         In fiscal 1999, the Company incurred a loss on the sale of its
marketable securities of $38,832 as compared to a gain on the sale of marketable
securities in fiscal 1998 of $1,139,995 primarily resulting from a gain on the
sale of RiceX, Inc. stock.

         In fiscal 1999, the Company incurred a gain on the sale of Real Estate
and RTC Mortgages of $11,764 as compared to $174,979 in fiscal 1998. The
decrease was primarily a result from the Company's gain recorded from the sale
of its property in Ouray, Colorado and sale of RTC Mortgages in fiscal 1998.

         Discontinued Operations

         Sales of membership interests are recognized and included in Revenues
after certain "down payment" and other "continuing investment" criteria are met.
The agreement for sale generally provides for a down payment and a note payable
to the Company in monthly installments, including interest, over a period of up
to 7 years. Revenue is recognized after the requisite rescission period has
expired and at such time as the purchaser has paid at least 10% of the sales
price for sales of membership interests and the condominium is placed in service
free and clear of all encumbrances. The sales price, less a provision for
cancellation, is recorded as revenue and the cost related to such net revenue of
the membership interest is charged against income in the year that revenue is
recognized. If a purchaser defaults under the terms of the contract, after all
rescission and inspection periods have expired, payments are generally retained
by the Company. During fiscal 1999, the Company recognized approximately
$12,053,000 in membership revenue as compared to approximately $681,000 in
fiscal 1998.

         Costs incurred in connection with preparing membership interests for
sale are capitalized and include all costs of acquisition, renovation and
furnishings of condominiums, as well as operating, marketing and selling
expenses. Deferred Membership Interests Held for Sale are valued at the lower
cost or net realizable value in accordance with the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 67, "Accounting for costs and
Initial Rental Operations Real Estate Projects." During fiscal 1999, the Company
had adjusted Deferred Membership Interests Held for Sale for items over budget
in the aggregate amount of approximately $0, as compared to approximately
$2,207,000 in fiscal 1998.

                                       10

<PAGE>


         Membership revenue was $12,052,709 in fiscal 1999 compared with
$681,151 in fiscal 1998. The increase of membership revenue was the result of
the Resort Club's accounting treatment resulting from recognizing the remaining
deferred membership revenue, a non-cash revenue item, of approximately
$11,748,000 as a result of the transfer of the Resort Club condominium inventory
to a trust and reserving certain membership receivables for the payment of the
remaining purchase money mortgages encumbering certain condominiums in the
trust.

         Membership annual fee revenue was $486,118 in fiscal 1999 compared with
$421,359 in fiscal 1998, or an increase of $64,759 or 15.37%. This increase was
primarily the result of additional memberships, as well as an increase in
maintenance fees per membership in accordance with an increase in the consumer
price index.

         Membership operations expenses increased in fiscal 1999 to $3,775,458
from $1,539,000 in fiscal 1998, or by $2,236,458 or 145.32% as a result of the
Resort Club recognizing the remaining deferred membership expenses resulting
from the Resort Club recognizing the remaining deferred membership revenue.

         Membership maintenance expenses increased in fiscal 1999 to $893,399
from $749,511 in fiscal 1998, or by $143,888 as a result of increased real
estate taxes, condominium fees, check-in services and repairs and maintenance.

         Marketing and selling expenses were negative $4,633,622 in fiscal 1999
compared with $1,231,155 in fiscal 1998, an increase of $3,402,467. This
increase was the result of the Resort club recognizing the remaining deferred
membership expenses resulting from the Resort Club recognizing the remaining
deferred membership revenue.

         The Company recorded a gain of $345,000 from the sale of Resort Club
contracts. The Resort Club contracts sold were the Company's one-time, 5-year
leases of winter timeshare sales at two locations, a summer timeshare, sales
office at one location, as well as the Company's 10-year lease of a timeshare
closing house, all located within the ski facility and summer participation
theme park located in Vernon, New Jersey. In addition, it recognized an expense
of $12,426,510 as a result of contributions it made in the resolution of the
Great American Chapter 11 Proceedings. This expense is further discussed below
under Liquidity and Capital Resources.


                                       11
<PAGE>


Liquidity and Capital Resources

         During fiscal 2000, the Company had a loss from operations of
approximately $8,015,373. Included in net income from operations is depreciation
of approximately $10,775 and amortization of deferred financing costs of
$117,034, all of which are non-cash expenses. Amortization of interest income of
$60,017 offset these items. In addition, the sale of the Company's 65% interest
in Resort Club resulted in a non-cash gain of $10,302,712 offset by a valuation
allowance adjustment to the RiceX investment of $459,191.

         Changes in assets and liabilities included an increase in membership
receivables of $988,618, an increase in accrued interest and other receivables
of $735,767, offset by a decrease in prepaid expenses and other assets of $106,
accounts payable and accrued liabilities of $91,729 and deferred revenue of
$140,841. After reflecting the net changes in assets and liabilities, net cash
used by operations was approximately $268,600.

         Investing activities provided net cash of approximately $1,123,400 and
includes primarily the proceeds of the RiceX Note of $1,750,000, proceeds from
the sale of RiceX common stock of $329,593, offset by the participation in
FoodCeuticals loan of $948,655.

         Financing activities used net cash of approximately $910,800 which
resulted from the repayment of borrowings in the amount of $835,812 and the
purchase of redeemable common stock of $75,000.

         Accordingly, during fiscal 2000, the Company's cash decreased by
approximately $56,000.

Future Business Plans

         Through fiscal 1999, the Company's primary business operations were in
connection with the sale of membership interests through Resort Club. During the
third quarter of fiscal 1999, the Company substantially reduced its operating
activities with respect to selling new Membership Interests through Resort Club
primarily as a result of its inability to obtain financing. At the end of the
fiscal year ended September 30, 1999, these operations were treated as
discontinued.

         Management presently intends to apply the bulk of the Company's
resources in some or all of the following real estate development activities:
residential, commercial and resort development. Some of such activities may be
conducted with entities affiliated with management. The Company's involvement
may be as a sole principal, a partner, a joint venturer or in some other form.

         Despite the foregoing, management reserves the right to apply the
Company's resources in other businesses as opportunities present themselves.

                                       12

<PAGE>


ITEM 7. FINANCIAL STATEMENTS

Financial statements are attached hereto. See pages F-1, et seq.

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

         During the two fiscal years ended September 30, 2000, the Company has
not filed any Current Report on Form 8-K reporting any change in accountants in
which there was a reported disagreement on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure.

                                            PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>


NAME                             AGE      PRINCIPAL OCCUPATION                               DIRECTOR SINCE
<S>                              <C>      <C>                                                      <C>
Joseph R. Bellantoni *           38       Treasurer; Chief Financial Officer; Chief                1995
                                          Executive Officer and Director
Maureen Kosminsky                35       Vice President and Secretary                               --
Paul J. Donahue (+)*             67       Director                                                 1995
Thomas Conlin (+)                66       Director                                                 1996


</TABLE>


------------
         (*) Member of the Executive Committee.  The Executive
Committee is responsible for oversight with respect to executive
decisions.
         (+)  Member of the Audit Committee.

Directors and Executive Officers.

         Mr. Bellantoni is a Director and President of the Company. Mr.
Bellantoni joined the Company as a Director and Treasurer in April, 1995. He
devotes approximately 50% of his time to the Company. Mr. Bellantoni was
previously employed by Great American Recreation, Inc., the former
owner/operator of Vernon Valley/Great Gorge ski area and Action Park located in
Vernon, New Jersey, through October 1996. Mr. Bellantoni had been employed by
Great American since February 1989, where he became Vice President

                                       13

<PAGE>


of Administration in 1993 and Chief Financial Officer in June 1994. Mr.
Bellantoni is currently a director and Chief Financial Officer of reorganized
Great American, GAR, Inc. From May 1987 to February 1989, Mr. Bellantoni was
employed by Jaymont Properties, Inc., an owner, developer, and manager of
commercial real estate as a Project Analyst. Prior to working with Jaymont, Mr.
Bellantoni was employed by KPMG from November 1983 through May 1987.

         Maureen Kosminsky is Vice President and Secretary of the Company.

         Mr. Donahue is currently employed by Ballyowen Golf Club as a Pro Shop
Manager. Prior to working at Ballyowen, Mr. Donahue was employed as a Bank
Examiner with the State of Florida in 1994 and from 1990 through 1993, he was
employed by Midlantic Bank as a Vice President.

         Mr. Conlin became a Director of the Company in November 1996. He has
been engaged in the business of real estate sales for more than the past five
years. Prior to his involvement in real estate, Mr. Conlin was a member of the
New York Stock Exchange.

         No Director is a director of any other company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of that Act or any company
registered as an investment company under the Investment Company Act of 1940
with the exception of Joseph R. Bellantoni who is also a director of GAR, Inc.

         Compliance with Section 16(a) of the Exchange Act

         Based solely on a review of Forms 3 and 4 and any amendments thereto
furnished to the Company pursuant to Rule 16a-3(e) under the Securities Exchange
Act of 1934, or representations that no Forms 5 were required, the Company
believes that with respect to fiscal 2000, all Section 16(a) filing requirements
applicable to its officers, directors and beneficial owners of more than 10% of
its equity securities were timely complied with in fiscal 2000.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth all cash compensation paid or accrued by
the Company during the three years ended September 30, 2000 to its Chief
Executive Officer and any other executive officer who received compensation in
excess of $100,000 in any such fiscal year.

                                       14

<PAGE>


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>


                               ANNUAL COMPENSATION                       LONG-TERM COMPENSATION
                               -----------------------------------------------------------------------
                                                          BONUS/ANNUAL    SECURITIES      LONG-TERM
          NAME AND                                          INCENTIVE     UNDERLYING      INCENTIVE       ALL OTHER
     PRINCIPAL POSITION          YEAR         SALARY          AWARD         OPTIONS        PAYOUTS      COMPENSATION
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>              <C>            <C>             <C>            <C>
Joseph R. Bellantoni,            2000        $75,000          $-0-           $-0-            $-0-           $-0-
Chief Executive Officer          1999        $100,000         $-0-           $-0-            $-0-           $-0-
                                 1998        $100,000         $-0-           $-0-            $-0-           $-0-

</TABLE>


No options were granted or exercised during fiscal 2000.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of December 15, 2000, information
with respect to each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to the
Company to be the beneficial owner of more than five percent of the Company's
Common Stock as well as the number of shares of Common Stock beneficially owned
by all Directors of the Company and all Directors and officers of the Company as
a group. The percentages have been calculated on the basis of treating as
outstanding for a particular holder, all shares of the Company's Common Stock
outstanding on said date and all shares issuable to such holder in the event of
exercise of outstanding options owned by such holder at said date.




                                       15

<PAGE>


<TABLE>
<CAPTION>


Name of Beneficial Owner (1)                     Number of Shares Beneficially          Percentage of Outstanding
------------------------                         ------------------------------         -------------------------
                                                            Owned(2)                           Common Stock
                                                            -----                              ------------
<S>                                                        <C>                                   <C>
Joseph R. Bellantoni                                         - 0 -                               - 0 -
Paul J. Donahue                                              - 0 -                               - 0 -
Thomas Conlin                                                - 0 -                               - 0 -
All Officers and Directors as a Group                        - 0 -                               - 0 -
(three persons)
Amos Phillips                                              1,111,111                             14.0%
Venturetek, LP                                              555,555                               7.0%
Kinder Investments                                          555,555                               7.0%

</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since October 1, 1998, the Company has not been a party to any material
transaction with any officer, Director or holder of more than 5% of the
outstanding common stock of the Company.

                                     PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

                                                                        Page

(a)  (1) Financial Statements.

     Independent Auditors' Report                                       S-1
     Consolidated Balance Sheet - September 30, 2000                    S-2-3
     Consolidated Statements of Operations
            years ended September 30, 2000 and 1999                     S-4
     Consolidated Statements of Stockholders'
      Deficit - years ended September 30, 2000 and 1999                 S-5
     Consolidated Statements of Cash Flows -
            years ended September 30, 2000 and 1999                     S-6-7

     Notes to Consolidated Financial Statements                         S-8-18

    (2) FINANCIAL STATEMENT EXHIBITS - NONE

(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during
the quarter ended September 30, 2000.


                                       16

<PAGE>


(c) Exhibits:

         3 (a) Certificate of Incorporation of Registrant and Amendment No.1
               thereto (1)

           (b) Certificate of Amendment dated June 24, 1992 to Certificate of
               Incorporation reducing the authorized shares of Common Stock to
               25,000,000, increasing the par value to $.01 per share and
               effecting a one-for-four reverse stock split (2)

           (c) By-laws of Registrant (1)

         4 (d) Specimen Common Stock Certificate, $.01 par value (2)
         10(h) Consulting Agreement and First Amendment to the Consulting
               Agreement dated November 11, 1989 between the Registrant and
               Gene W. Mulvihill (3)

         10(i) Resort Club Inventory Trust dated as of June 15, 1999 among
               Resort Club, Inc., Comet Management, L.L.C. and Resort Club
               Fulfillment Corporation

         10(j) Amendment dated as of June 15, 1999 to Resort Club Inventory
               Trust

         10(k) Agreement dated as of July 1, 1999 among Diamond Leasing and
               Management Corp., Dominion Resources, Inc., and Resort Club, Inc.

         10(l) Agreement dated as of June 15, 1999 between Resort Club, Inc. and
               Resort Club Inventory Trust

         10(m) Campground and Amenities Trust dated as of June 15, 1999 between
               Resort Club Inventory Trust and Resort Club, Inc.

------------
(1) Filed as an exhibit to the Registration Statement on Form S-1 (File
    No. 2-66471) of the Registrant and incorporated herein by reference.

(2) Filed as an exhibit to the Registrant's annual report on Form 10-KSB for
    the year ended September 30, 1992 and incorporated herein by reference.

(3) Filed as an exhibit to the Registrant's annual report on Form 10-K for the
    year ended September 30, 1989 and incorporated herein by reference.

22. Subsidiaries of Registrant:


Name                                            State of Incorporation
----                                            ----------------------

Dominion Cellular, Inc.                         New Jersey
Diamond Leasing and Management Corp.            Delaware
Diamond World Funding Corp.                     New Jersey

(d) Financial statements omitted from annual report to shareholders filed
herewith - None.


                                       17

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            DOMINION RESOURCES, INC.


Dated: May 7, 2002                          By:/s/ Joseph R. Bellantoni


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

SIGNATURE                     TITLE                                  DATE
---------                     -----                                  ----

/s/ Joseph R. Bellantoni      Treasurer, Chief Financial          May 7, 2002
------------------------      Officer, Chief Executive
Joseph R. Bellantoni          Officer and Director

/s/ Maureen Kosminsky         Vice President and Secretary        May 7, 2002
------------------------
Maureen Kosminsky

/s/ Paul J. Donahue           Director                            May 7, 2002
------------------------
Paul J. Donahue


/s/ Thomas Conlin             Director                            May 7, 2002
------------------------
Thomas Conlin




                                       18

<PAGE>




INDEPENDENT AUDITORS' REPORT




Dominion Resources, Inc. and Subsidiaries
Morristown, New Jersey

We have audited the accompanying consolidated balance sheet of Dominion
Resources, Inc. and Subsidiaries as of September 30, 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the two fiscal years ended September 30, 2000. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Dominion Resources, Inc. and
Subsidiaries as of September 30, 2000, and the results of its operations and
cash flows for the two fiscal years ended September 30, 2000, in conformity with
generally accepted accounting principles.

Liebman, Goldberg, & Drogin, L.L.P.
Garden City, New York

December 18, 2000
(May 14, 2001 as to Notes 3,6 and 11)


(May 2, 2002 as to Notes 1 and 2)







                                               S-1



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000


ASSETS

Current assets:
Cash and cash equivalents                                             $   26,072
Investment in marketable securities                                        7,279
Membership Receivables (Note 2)                                          487,333
Accrued interest and other receivables                                   586,221
Prepaid expenses and other assets                                         59,568
      Total current assets                                             1,166,473

 Property, equipment, furniture, and fixtures, net
  of accumulated depreciation and amortization
   (Note 1)                                                              147,226

 Other assets:
 Membership Receivables (Note 2)                                       1,833,299
 Mortgage receivables                                                     20,177
 Note Receivable - Stonehill Recreation (Note 4)                       3,128,787
 Note Receivable - RiceX, Inc. (Note 5)                                  948,655
 Investment in RiceX, Inc. (Note 5)                                       24,612
 Real estate and real estate related activities (Note 2)                 875,326
         Total other assets                                            6,830,856

         Total assets                                                 $8,144,555











                                     See accompanying notes

                                               S-2


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (CONTINUED)
SEPTEMBER 30, 2000

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued liabilities (Note 6)                  $ 1,408,440
 Secured Debt, current portion (Note 8)                                 775,240
 Notes payable, (Note 8)                                                 33,955
 Deferred Revenue                                                        35,210
      Total current liabilities                                       2,252,845

Long-term liabilities:
 Resort Club Reserve (Notes 2 and 6)                                    927,769
 Secured Debt, net of current maturities (Note 8)                     3,672,707
 Notes Payable (Note 8)                                                  33,134
       Total long-term liabilities                                    4,633,610

Commitments and contingencies (Note 9)

Redeemable common stock, par value $0.01 per share; 358,333
  shares outstanding redeemable at $3.00 per share                    1,075,000


Stockholders' equity:
 Common stock, $0.01 par value;
 Authorized - 25,000,000 shares;
  issued and outstanding - 7,630,576 shares                              76,306
 Additional paid-in capital                                           5,819,484
 Accumulated deficit                                                 (4,276,941)
 Accumulated other comprehensive loss                                   (34,836)
Less: 1,350,646 shares held in treasury                              (1,400,913)
     Total stockholders' equity                                         183,100

     Total liabilities and stockholders' equity                     $ 8,144,555

















                                     See accompanying notes

                                               S-3


<PAGE>



DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                 2000                      1999
                                                                 ----                      ----
<S>                                                         <C>                       <C>

Revenues
  Ski rental shop revenue and other revenue                 $      8,953              $     23,367
       Total revenues                                              8,953                    23,367

Expenses:
  Ski rental shop and other operations                            95,400                    24,865
  General and administrative expenses                          1,264,467                   819,247
  Depreciation and amortization                                   10,775                    14,926
       Total expenses                                          1,370,642                   859,038

Loss from operations                                          (1,361,689)                 (835,671)

Other income (expenses):
  Interest income                                                810,929                 1,448,117
  Interest expense                                              (702,417)                 (652,009)
  Financing fee income                                               -0-                   531,714
  Amortization of deferred financing costs                      (117,034)                 (102,709)
  Gain (loss) on sale of marketable securities                    74,985                   (38,832)
  Gain on Sale of real estate and RTC Mortgages                      -0-                    11,764
  Unrealized loss on valuation of RiceX investment              (459,191)                      -0-
  Stonehill Recreation reserve                                  (532,922)                      -0-
      Total other income (expenses)                             (925,650)                1,198,045

Income from continuing operations before
  income taxes                                                (2,287,339)                  362,374
Income taxes (Note 7)                                                -0-                       -0-

Net (loss) income from continuing operations                  (2,287,339)                  362,374

Discontinued Operations:
  Income from operations of Resort Club
    less applicable tax benefit of $-0- in 2000 and
    1999                                                             -0-                 2,606,208

  Gain on sale of Resort Club less applicable
    taxes of $-0-                                             10,302,712                       -0-

Net income from discontinued operations                       10,302,712                 2,606,208

Net income                                                  $  8,015,373              $  2,968,582

Net income (loss) per common share -
  continuing operations                                     $      (0.30)             $       0.05

Net income per common share -
  discontinued operations                                   $       1.35              $       0.37

Net income per common share                                 $       1.05              $       0.42

Weighted average number of share used in
  computing net income (loss) per share                        7,630,576                 6,993,164

</TABLE>


                                                   See accompanying note


                                                            S-4


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2000 and 1999

<TABLE>
<CAPTION>


                                                   Capital                           Other
                        Common          Par       in Excess         Accum         Comprehensive     Treasury
                         Stock         Value       of Par          Deficit            Loss            Stock             Total
                        ------         -----      ---------        -------        -------------     --------            -----
<S>                    <C>           <C>         <C>            <C>                 <C>           <C>               <C>
Balance -
September 30,
1998                   5,058,354     $ 50,584    $ 5,270,206    $ (15,260,896)      $      0      $ (1,400,913)     $ (11,341,019)

Sale of 2,222,222
shares of common
stock                  2,222,222       22,222        377,778                                                              400,000

Issuance of
350,000 shares
for consulting
services                 350,000        3,500        171,500                                                              175,000

Net Income                                                          2,968,582                                           2,968,582

Balance -
September
30, 1999               7,630,576       76,306      5,819,484      (12,292,314)      $      0        (1,400,913)        (7,797,437)

Net Income                                                          8,015,373                                           8,015,373

Other Comprehensive Loss                                                             (34,836)                             (34,836)

Balance -
September
30, 2000               7,630,576     $ 76,306    $ 5,819,484    $  (4,276,941)       (34,836)     $ (1,400,913)     $     183,100


</TABLE>





                             See accompanying notes

                                       S-5


<PAGE>



DOMINION RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30,

                                                        2000            1999
                                                        ----            ----
Cash flows from operating activities:
  Net income                                       $  8,015,373    $  2,968,582

Adjustments to reconcile net income
 to net cash (used in) operating activities:
  Depreciation and amortization                          10,775          14,926
  Amortization of deferred financing costs              117,034         102,707
  Amortization of interest income                       (60,017)        (87,344)
  Acceleration of unamortized interest expense              -0-       1,276,551
  Amortization of interest expense                          -0-       1,350,936
  Financing fee income (RiceX)                              -0-        (531,714)
  Gain on sale of Resort club                       (10,302,712)            -0-
  Unrealized loss on valuation
        of RiceX investment                             459,191             -0-

Changes in assets and liabilities:
  Membership receivables                                988,618       1,209,041
  Accrued interest and other receivables                735,767      (1,454,168)
  Prepaid expenses and other assets                        (106)         (3,709)
  Deferred membership interests held for sale               -0-       8,109,431
  Accounts payable and accrued liabilities              (91,729)     (2,230,105)
  Deferred revenue                                     (140,841)    (11,482,588)
Net cash (used in) operating activities                (268,647)       (757,454)
Cash flows from investing activities:
  Sale of Marketable Securities                          31,012          42,115
  Note Receivable - Related Party                            45      (1,439,259)
  Investment in real estate and real estate
    related activities                                   (3,800)        (39,183)
  Investment in mortgages receivables                     4,922         130,692
  RiceX Note Receivable                               1,750,000             -0-
  RiceX Loan Participation                             (948,655)            -0-
  RiceX Investment                                      329,593             -0-
  Capital Expenditures                                  (39,706)        (22,878)
Net cash provided by (used in) investing
  activities                                          1,123,411      (1,328,513)
Cash flows from financing activities:
  Proceeds from borrowings                                  -0-       2,283,299
  Repayment of borrowings                              (835,802)       (843,381)
  Proceeds from sale of common stock                        -0-         400,000
  Purchase of redeemable common stock                   (75,000)       (300,000)
Net cash provided by (used in) financing
  activities                                           (910,802)      1,539,918

Decrease in cash and cash equivalents                   (56,038)       (546,049)
Cash and cash equivalents, October 1,                    82,110         628,159
Cash and cash equivalents, September 30,           $     26,072    $     82,110



                             See accompanying notes

                                       S-6


<PAGE>



DOMINION RESOURCES, INC. AND SUBSIDIARIES
SUPPLEMENTARY SCHEDULE
OF NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
FOR THE YEARS ENDED SEPTEMBER 30,


                                            2000               1999
                                            ----               ----

Common Stock (Note 10)                           -0-           (3,500)
Additional paid-in capital (Note 10)             -0-         (171,500)
Investment in RiceX (Note 5)                     -0-          813,396
Financing fee income (Note 5)                    -0-         (531,714)
Deferred interest income (Note 5)                -0-         (281,682)
Deferred financing costs (Note 10)               -0-          175,000
Gain on sale of Resort Club(Note 2)      (10,302,712)             -0-
Membership receivables (Note 2)           (1,456,917)             -0-
Accrued Interest and other
  receivables (Note 2)                    (1,065,472)             -0-
Prepaid expenses and other
  assets (Note 2)                           (235,566)             -0-
Accounts Payable and accrued
  expenses  (Note 2)                        (673,311)             -0-
Fixed assets (Note 2)                        (91,412)             -0-
Debt  (Note 2)                            13,825,390              -0-

Total Non-Cash Operating, Investing
      and Financing Activities          $        -0-        $     -0-














                             See accompanying notes

                                       S-7


<PAGE>




 DOMINION RESOURCES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

1.  Summary of Significant Accounting Policies

Nature of Business

Dominion Resources, Inc. (the "Company") was incorporated under the laws of
the State of Delaware on October 11, 1979. From time to time, the Company has
acquired real property or other assets where it believes there are favorable
investment opportunities.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Dominion Resources, Inc. and the accounts of all majority-owned subsidiaries,
hereinafter referred to as the "Company". The consolidated balance sheet is a
classified presentation, which distinguishes between current and non-current
assets and liabilities. The Company believes that a classified balance sheet
provides a more meaningful presentation consistent with the business cycles of
the Company's operations. All significant inter-company accounts and
transactions have been eliminated in consolidation.

Property, Furniture, Fixtures, and Equipment

Property, furniture, fixtures, and equipment are stated at cost. Depreciation is
computed using the straight-line method over the estimated useful lives of seven
years for furniture, fixtures and equipment, and thirty years for buildings and
improvements.

Property, furniture, fixtures, and equipment consisted of the following at
September 30, 2000:

Buildings and improvements                               $127,502
Furniture, fixtures and equipment                         111,182
     Subtotal                                             238,684
  Less:  Accumulated depreciation and
   amortization                                           (91,458)
Net property, furniture, fixtures and equipment          $147,226

Depreciation expense for the years ended September 30, 2000 and 1999 is $10,775
and $14,926, respectively.

Earnings Per Common Share

The Company adopted Financial Standards Board (FASB) Statement No. 128,
"Earnings per Share". The statement established standards for computing and
presenting earnings per share (EPS). It replaced the presentation of primary EPS
with a basic EPS and also requires dual presentation of basic and diluted EPS on
the face of the income statement. Basic income/(loss) per share was computed by
dividing the Company's net income/(loss) by the weighted average number of
common shares outstanding during the period. The weighted average number of
common shares used to calculate income/(loss) per common share during fiscal
2000 and 1999 was 7,630,576 and 6,993,164 respectively.

                                       S-8

<PAGE>


 DOMINION RESOURCES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

1.  Summary of Significant Accounting Policies (Continued)

Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.

Concentration of Credit Risk

The Company currently maintains cash accounts with financial
institutions which at various times may exceed the maximum insured by the
Federal Depository Insurance Corporation.

Investments

Investment securities, which consist principally of common stock, are accounted
for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities." This standard requires that debt and equity securities
be classified as either trading, available-for-sale or held-to-maturity. As of
September 30, 2000 all of the Company's securities were available for sale.

Securities classified as available for sale are recorded at fair value.
Unrealized gains and losses, net of the related tax effects, on available for
sale securities are excluded from earnings and are reported in stockholders'
equity as a component of accumulated other comprehensive earnings (loss) until
realized. The cost of securities sold is based on the specific identification
method.

Unrealized losses that are other than temporary are recognized in earnings. A
loss is recognized to the extent by which the fair market value of the
investment security has declined below its carrying value and the value is other
than a temporary impairment.

Comprehensive Income (Loss)

SFAS No. 130 "Reporting Comprehensive Income," requires unrealized gains and
losses on the Company's available for sale securities to be included in Other
Comprehensive Income. The Company has recorded unrealized losses on securities
as Other Comprehensive Loss in the amount of $34,836 for the year ended
September 30, 2000.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements as
well as the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

                                       S-9

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

Fair Value of Financial Instruments

SFAS No. 107 "Disclosures about Fair Value of Financial Instruments", requires
disclosures of the fair value information whether or not recognized in the
balance sheet where it is practicable to estimate that value. The carrying value
of cash, cash equivalents, receivables and notes payable approximate fair value.

2.   Discontinued Operations - Resort Club

In September, 1999, the Board of Directors adopted a plan to dispose of the
Resort Club through sale or liquidation. In connection with the Company's
disposal plan, Resort Club ceased operations as of September, 1999. Net
liabilities of the Resort Club at September 30, 1999 are as follows:

                                                          1999
                                                          ----

Cash                                                 $     72,642
Member receivables, net                                 1,266,167
Accounts receivable other, net                            179,798
Other assets                                              235,566
Fixed assets, net                                          91,412
Accounts payable and accrued liabilities               (1,560,157)
Secured debt                                           (2,193,797)
Unsecured debt                                        (11,631,593)
Net liabilities                                      $(13,539,962)

Net liabilities of Resort Club exclude debt owed to its parent
and an affiliated corporation, Dominion Resources, Inc. and
Diamond Leasing and Management Corp., a subsidiary of Dominion
Resources, Inc. of approximately $19,983,000 as of September 30,
1999. This debt and corresponding receivable has been eliminated in the
consolidated financial statements of the Company. Of the outstanding
indebtedness of Resort Club as of September 30, 1999 aggregating approximately
$15,386,000, Dominion Resources, Inc. and its subsidiaries other than Resort
Club are liable on an aggregate of approximately $1,394,000 of the secured debt
of Resort Club. To the extent these liabilities of approximately $1,394,000 are
not paid out of the liquidated assets of Resort Club, Dominion Resources, Inc.
will remain liable for the balance.

                                      S-10



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

2.  Discontinued Operations - Resort Club (continued)

Resort Club Accommodation Inventory Held in Trust

Management determined that in order to adequately assure to the members the
availability of the Resort Club accommodations, title to certain of the resort
condominium properties needed to be conveyed to and held by a trustee. A trustee
holds fee simple title and leasehold interests to 42 condominium units including
27 units that are the subject of mortgages aggregating as of September 30, 1999
approximately $1,194,000. These mortgages will be repaid out of the net member
receivables of Resort Club aggregating approximately $1,266,000 as of September
30, 1999. The trustee will administer the collection of the annual maintenance
assessments from membership owners, which will be applied to the payment of
insurance, taxes, maintenance fees and capital improvements. Under the trust
agreement, the Company has the right to rent unused inventory and collect the
rental income. However, the Company has not collected such income. Such income
is used to cover the deficiency in meeting the annual maintenance and operating
expenses of the properties. It is unlikely, because of the magnitude of the
deficiency, that any such rental collections will ever be collected by the
Company. Under the trust agreement, the Company has the right to replace the
Trustee of the Trust on thirty days notice. The trust will continue until the
expiration date of the last membership interest. Under the terms of the trust,
the trust assets will revert to the Company upon the expiration of the term of
the trust. The condominiums in trust have been recorded on the Company's books
in the amount of $272,000 as of September 30,2000.

As of March 1, 2000, the Company negotiated the sale of its 65% interest in
Resort Club. The transaction is effective October 1, 1999 and requires the
Company to use its best efforts but is not obligated to restructure certain
notes payable to GAR, Inc., which aggregate approximately $11,483,000 at
September 30, 1999. Pursuant to the terms of the transaction, the Company is
entitled to receive a 3% royalty payment to be paid out of the net cash flow of
Resort Club. No minimum payment of royalty is required under the agreement and
the transaction was not conditioned upon the receipt of any payment under the
royalty arrangement. When recording this transaction as a sale, the Company took
into consideration that the 3% royalty payment is subordinate to the prior
payments under the GAR Notes of approximately $11.5 million. The Company
concluded, in view of these obligations, that realization of any royalty payment
is remote and not a material part of the transaction. As a result of the sale, a
gain of $10,302,712 was recorded which is broken out as follows:

Net liability as of September 30, 1999                  $33,523,317
     Less: Contingency reserve for mortgages,
       fulfillment and GAR, Inc. restructuring            2,424,218
Subtotal                                                 31,099,099
     Less: Write-down to net realizable value,
       the Company's notes receivable due from
       Resort Club                                       20,796,387
Net gain                                                $10,302,712

                                              S-11

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

2.  Discontinued Operations - Resort Club (continued)

Resort Club Accommodation Inventory Held in Trust (continued)


For Federal Income tax purposes, the Company did include Resort Club, its former
65% owned subsidiary, in its Federal consolidated income tax return.
Accordingly, the Company did not record an income tax expense in connection with
the gain on sale. Such gain was the result of a reduction of net liabilities of
Resort Club, which the Company has no obligation to pay. These net liabilities
were previously included in the consolidated financial statements of the Company
in accordance with the generally accepted accounting principles.

For the period ended September 30, 2000, Resort Club sold four memberships for
an aggregate selling price of $45,212 for which the Company earned a royalty fee
of $1,356 which the Company fully reserved.

3.   Related Party Transactions

Since October 1, 1998, the Company has not been a party to any material
transactions with any officers, directors or holders of more than 5% of the
outstanding common stock of the Company.

4. Note Receivable- Stonehill Recreation Corporation

At September 30, 2000, Stonehill Recreation Corporation ("Stonehill Recreation")
owed the Company $3,128,787 arising out of cash advances from the Company to
Stonehill Recreation. The obligation bears interest at 18% per annum and is due
on demand.

During fiscal 2000, a foreclosure action was commenced against Stonehill
Recreation by Option Holders, Inc. The Company is working with the new owner of
the spa, The Spa at Crystal Springs (the "Spa") in connection with a
restructuring of this loan receivable which may include the conversion of all or
a portion of this receivable into an equity or joint venture investment.
Although the Company believes that the restructuring will be successful, there
can be no assurances that the Company will realize the full carrying value of
this asset. During fiscal 2000, the Company has reserved interest income
relating to this loan receivable (see Note 11).

                                      S-12


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

5. RiceX Note

In March 1996, the Company entered into a $1.75 million secured loan with The
RiceX Company ("RiceX"). Subsequently, in December 1998, the Company entered
into a Loan Participation Agreement with FoodCeuticals, L.L.C. ("FoodCeuticals")
whereby the Company contributed its secured loan, including accrued interest,
due from RiceX in the aggregate of approximately $2 million and FoodCeuticals
contributed its secured loan due from RiceX in the amount of $1.85 million.
FoodCeuticals had made its loan to RiceX in December 1998. RiceX is an
agribusiness food technology company which has developed a proprietary process
to stabilze rice bran. Its shares of Common Stock are quoted on the OTC Bulletin
Board under the symbol "RICX". The Company and FoodCeuticals' collateral
includes certain tangible and intangible assets of RiceX including RiceX's
extrusion machines located at two rice mills in California, contract rights, and
all of RiceX's intellectual property. These assets represent substantially all
of the assets in RiceX. In conjunction with its loan to RiceX, FoodCeuticals
received an aggregate of 940,679 shares of RiceX's common stock and a warrant to
purchase an aggregate of 3,743,540 shares of RiceX's common stock at an exercise
price of $0.75 per share. Collectively, the Company's and FoodCeuticals secured
loans of $2 million and $1.85 million, respectively, are hereinafter referred to
as the Participation Loan. Pursuant to the Loan Participation Agreement, the
Company and FoodCeuticals share pro rata as to the Participation Loan, warrants,
shares and collateral due, payable or granted under the December 1998 Loan
Agreement to the extent that their participation amount bears to the total
Participation Loan. As a result, the Company received 409,421 shares of RiceX
common stock and a warrant to purchase 1,429,338 shares of RiceX common stock.
In November 1999, RiceX repaid the borrowing incurred in the amount of $1.75
million, plus accrued interest of approximately $320,750. Pursuant to the terms
of the Loan Participation Agreement, approximately $912,900 was advanced to
FoodCeuticals as a pro-rata share of the loan proceeds. This amount, along with
advances for certain legal and professional fees, is carried on the Company's
financial statements as the basis in the FoodCeuticals loan due December 31,
2000.

As of September 30, 2000, the Company held 39,421 shares of RiceX common stock
and a warrant to purchase 1,229,338 shares of RiceX common stock. Based on the
market value of the RiceX common stock at September 30, 2000, the Company
adjusted the carrying value of these shares and warrants in its financial
statements to reflect a valuation allowance of $459,191 which primarily relates
to an adjustment to the carrying value in the RiceX warrant of $442,562. This
arises because the market value of the RiceX common stock at September 30, 2000
was less than the exercise price of the warrants.

                                      S-13


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

6.  Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities at September 30, 2000 consist of the
following:

  Accounts Payable                         $   56,737
  Accrued real estate taxes                    46,105
  Accrued condo association fees               59,410
  Accrued income taxes                        921,214
  Resort Club reserve (Note 2)                309,257
  Accrued interest                             13,883
  Accrued other                                 1,834
                                           $1,408,440

The accrued income taxes of $921,214 represent unpaid taxes including interest
and penalties due the state of Alabama, which remain unpaid.

7.  Income Taxes

The tax expense (benefit) for the years ended September 30, 2000 and 1999
consists of the following components:

                             2000               1999
                             ----               ----

Current
    Federal              $(43,118)            $145,266
    State                 (22,213)              45,615
                          (65,331)             190,881
Deferred
    Federal                   -0-                  -0-
    State                     -0-                  -0-
                              -0-                  -0-

                         $(65,331)            $190,881

The income tax benefit for the year does not bear the expected relationship
between pretax loss and the federal corporate income tax rate of 34% because of
the direct effect of state and local income taxes.

The reconciliation between the actual and expected federal tax is as follows:

Federal corporate tax rate of 34% and applicable
 AMT applied to pretax loss                               $(39,155)     $150,305

State and local taxes, net of federal benefit              (20,418)       26,259

Effect of non-deductible entertainment                      (5,758)       14,317

Effect of tax vs. book depreciation                            -0-           -0-

Effect of capital loss carry forward                           -0-           -0-

Effect of NOL limitation                                       -0-           -0-

Total tax benefit                                         $(65,331)     $190,881

                                      S-14


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

7.  Income Taxes(continued)
Deferred income taxes as reported on the balance sheet consists of:

                                                      September 30,
                                                      -------------
                                                   2000           1999
                                                   ----           ----

Deferred tax assets                            $ 5,733,308    $ 5,667,977
Deferred tax liabilities                               -0-            -0-
Valuation allowance                             (5,733,308)    (5,667,977)
                                               $       -0-    $       -0-

As of September 30, 2000 the Company had net operating losses (NOL) of
$14,318,867. This amount is available to be carried back three years to offset
past taxable income. Any remaining NOL after the carry back is available to
offset future taxable income. The carry forwards begin to expire for the year
ended September 30, 2000. The company has provided a full 100% valuation
allowance on the deferred tax assets as at September 30, 2000 and 1999 to reduce
such deferred income tax assets to zero as it is the management's belief that
realization of such amounts do not meet the criteria required by generally
accepted accounting principles. Management will review the valuation allowance
required periodically and make adjustments as warranted.

8.  Debt

Secured Debt

At September 30, 2000, the Company is obligated to Berkowitz Wolfman Assoc.,
Inc. in the amount of $3,672,707 including accrued interest arising out of cash
advances from Berkowitz Wolfman Assoc., Inc.. Such obligation bears interest at
15% per annum and is due on demand but if no demand is made, then on October 1,
2001.

On May 18, 1997 the Company entered into a loan agreement with Binghamton
Savings Bank ("Binghamton"), the Company's primary lender in the principal
amount of $2,000,000. Pursuant to the loan agreement, the amount owed from the
Company is collateralized by a first mortgage on substantially all of the
Company's assets. The loan bears interest at 12.5% and is due

                                      S-15






<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

8.  Debt (continued)

Secured Debt (continued)

and payable as follows:

         17 consecutive monthly interest payments, beginning June 13, 1997, with
         interest calculated on the unpaid principal balance at an interest rate
         of 12.5% per annum, 6 consecutive monthly principal payments of
         $50,000.00 each, beginning June 13, 1997, with interest calculated on
         the unpaid principal balances at an interest rate of 12.25% per annum;
         6 consecutive monthly principal payments of $75,000.00 each, beginning
         December 13, 1997, with interest calculated on the unpaid principal
         balance at an interest rate of 12.25% per annum, 5 consecutive monthly
         principal payments of $100,000.00 each, beginning June 12, 1998, with
         interest calculated on the unpaid principal balance at an interest rate
         of 12.25% per annum; and 1 principal and interest payment of
         $757,911.46 on November 13, 1998, with interest calculated on the
         unpaid principal balance at an interest rate of 12.25% per annum.

On January 15, 1999, the Company entered into a third loan agreement with
Binghamton in the principal amount of $500,000. The loan bears interest at
12.25%

Simultaneously with the closing of the third loan agreement, the Company entered
into a Mortgage Modification and Consolidation Agreement, whereby the first
mortgage and the second mortgage were combined, consolidated, and made equal and
coordinate in lien on the collateral without priority of one over another, so
that together they are one first mortgage. As of January 15, 1999, the balance
due and owing on this loan was $1,845,000 payable as follows:

         The principal sum of $50,000 plus accrued interest on the 13th day of
         each month commencing September 13, 1997 and on the 13th day of each
         month thereafter until March 13, 2000, when the entire unpaid principal
         balance plus accrued interest is due and payable.

The Company has continued to make the $50,000 principal payments subsequent to
March 13, 2000 to Binghamton.

As of September 30, 2000, the principal balance outstanding on this loan was
$695,000.

Secured Debt as of September 30, 2000 is summarized as follows:

                                      S-16



<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

8.  Debt (continued)

Secured Debt (continued)

Building and land purchased, August 1992
   10%, principal and interest of $901 payable
   monthly to August 2001, balloon payment of
   $77,962 at September 1, 2001                                 $   80,240
  Loan Agreement, 15% interest due October 1, 2001               3,672,707
  Loan Agreements dated May 18, 1997, August 6, 1997,
   and January 15, 1999, 12.25% interest due monthly
   with monthly principal payments of $50,000,
   balance due March 13, 2000                                      695,000
  Total mortgages                                                4,447,947
Less total current portion                                         775,240
Total non-current portion                                       $3,672,707

Notes Payable

Note Payable to bank, payable in monthly installments of $832.03 including
interest at 9.25%, final payment due September 2005.

Other Information

Aggregate principal reductions of debt as of September 30, 1999 are summarized
as follows (000's omitted):

                         Secured       Notes
Fiscal Year              Debt          Payable        Total

2001                     $  775,240    $33,955        $  809,195
2002                     $3,672,707    $ 7,207        $3,679,914
2003 and thereafter      $      -0-    $25,927        $   25,927

9. Commitments and Contingencies

The Company's executive offices are at 355 Madison Avenue, Morristown, New
Jersey. The Company is a tenant under a lease, expiring on November 30, 2000
with a total rent of $500 per month. The lease provides for rental adjustments
for changes in the Consumer Price Index. Subsequent to November 30, 2000,the
Company continues to lease the space on a month-to-month basis.

In October 1999, the Company received a Letter and Examination Report from the
District Director of the Internal Revenue Service that proposed a tax deficiency
based on an audit of the Company's consolidated 1995 tax return. The Examination
Report proposed adjustments that the Company does not agree to.

The adjustments included disallowed deductions from the Company's principal
subsidiary in the amount of $5,124,000, which represented accruals and
deductions related to membership fulfillment expense and membership product
cost. The Internal Revenue Service's position was that these deductions should
have been capitalized. Additionally, approximately $498,000 of deductions
representing a write down of packaged loans acquired

                                      S-17


<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

9. Commitments and Contingencies (continued)

from Resolution Trust Company and certain normal business deductions were
disallowed. The Internal Revenue Service also disallowed $830,000 as a
compensation deduction related to a former officer's stock redemption, claiming
the disallowed deduction should have been classified as treasury stock.

The Company does not agree with the proposed adjustments and is contesting the
proposed tax assessment of $2,164,000 (not including interest and penalties) at
the appeals level of the Internal Revenue Service. To date, the Appeals Division
of the Internal Revenue Service has conceded to approximately $645,000 of the
above disallowances. The Company is continuing the appeal process. The Company
believes that when there is a final resolution, the proposed tax deficiencies
will be substantially reduced. No provision has been made in the accompanying
financial statements for the proposed additional taxes and interest.
Additionally, the Company has adequate net operating losses (see Note 6), which
could be utilized to offset any unresolved tax adjustments related to this
examination.

10.  Common Stock

On or about December 28, 1998, the Company sold an aggregate 1,111,111 shares of
the Company's common stock to two unaffiliated corporations and 1,111,111 shares
to an unaffiliated individual at a per share price of $0.18.

On or about January 15, 1999, the Company issued 350,000 shares of its $0.01 par
value common stock to three unaffiliated corporations in connection with their
efforts in assisting the Company in various financing transactions. Due to the
trading restrictions placed on the stock, the Company recorded the transaction
at a discount of 75% or a per share price of $0.50.

On October 5, 1999, the Company entered into an agreement to convert 366,655 of
the Company's redeemable common stock, par value $.01 per share for 1,622,000
shares of the Company's common stock, par value $.01 per share and a warrant to
purchase a number of shares of common stock equal to 25% of all shares of common
stock issued by the Company from October 1, 1999 through March 31, 2000. The
Company has not finalized a definitive agreement.

Non-qualified Stock Option Plan and Option to Purchase Common
Stock

The Company has adopted a non-qualified stock option plan and reserved 125,000
shares for issuance pursuant thereto. Options are non-transferable; expire if
not exercised after five years; may not be exercised until after the completion
of one year of service with the Company by the employee; are exercisable at the
rate of one-fifth of the shares optioned per year and are issuable to employees
in such amounts and at such prices as determined by the Board of Directors,
provided that no single employee may be granted options to purchase more than
7,500

                                      S-18

<PAGE>


DOMINION RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999

10.  Common Stock (continued)

shares and persons owning more than 10% of the Company's outstanding shares are
excluded from participation in the plan. Options are protected against dilution
resulting from stock recapitalization. As of September 30, 2000, no options had
been issued under the plan.

11.  Subsequent Events (Unaudited) Not Covered By Independent
Auditor's Report

The Company is negotiating a restructuring of Resort Club's $7.5 million
Unsecured Creditors Note with GAR, Inc. Pursuant to the terms of the agreement,
the Company will issue up to 750,000 shares of its common stock in return for
the cancellation of the $7.5 million Unsecured Creditors Note.

The Company owns, subject to a contract of sale, an approximate 1,560 square
foot building in Selma, Alabama. On November 1, 2000, the Company entered into a
contract to sell the Selma building for $155,000. Pursuant to the terms of the
contract, the Company agreed to take back a mortgage for $130,000 at 9% due in
ten years.

During the fourth quarter of fiscal 2000, a foreclosure action was commenced
against Stonehill Recreation Corporation by Option Holders, Inc. The Company has
negotiated the restructuring of this receivable with the new owner of the Spa,
which includes the assignment proceeds from a real estate tax appeal Stonehill
Recreation Corporation filed against the Township of Vernon. The refund is
estimated to be approximately $500,000 with interest. In addition, the Company
is in the process of finalizing an agreement with the Spa, with respect to
providing amenities to Resort Club members (the "Amenity Agreement"). Pursuant
to the proposed terms, the Spa will provide access to the health club facility
to all members who purchased memberships subsequent to September 30, 2000. The
Spa will charge Resort Club a fee to be determined for each membership. The fee
will be adjusted from time to time in relation to established fees charged to
third parties using the spa facilities. As part of the agreement, the Spa has
agreed to assign the proceeds of the Amenity Agreement to the Company until such
time that the receivable is paid in full. The agreement also proposes that a
credit will be made for all interest accrued through September 30, 2000. The
proposed terms of the agreement also provide for interest at a rate of 7%
subsequent to September 30, 2000.

In December, 2000, the Company entered into an agreement with Berkowitz Wolfman
Assoc., Inc. effective September 30, 2000 which extended the due date of the
loan and accrued interest as of September 30, 2000, to December 1, 2001. As a
result, the Company recorded this debt as long term as of September 30, 2000.

                                      S-19


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(I)
<SEQUENCE>3
<FILENAME>ex10-i.txt
<DESCRIPTION>EXHIBIT 10(I)
<TEXT>
                                                                   EXHIBIT 10(I)


                           RESORT CLUB INVENTORY TRUST

         THIS TRUST DECLARATION is made effective as of the 15th day of June,
1999 by the Resort Club, Inc., a New Jersey Corporation, with a principal place
of business at Route 94, Vernon, New Jersey (referred to herein as the
"Settlor") Comet Management, L.L.C., of 2 Craig Road, Vernon, New Jersey (the
"Trustee") and Resort Club Fulfillment Corporation, a Delaware corporation with
a principal place of business at Route 94, Vernon, New Jersey (the "Manager").

                                    ARTICLE I

                                    RECITALS
                                    --------

         WHEREAS, the Settlor has acquired fee title, leasehold interests or
right to use interests in certain amenities and accommodations and has entered
into Membership Agreements granting certain rights to use such amenities and
accommodations, and intends to continue to acquire such amenities and/or
accommodations and to sell Memberships Agreements related thereto;

         WHEREAS, Settlor and Trustee desire to protect the interests of the
purchasers of Membership Agreements for the period of time during which the
members have a right to use the amenities or accommodations;

         NOW THEREFORE, the Settlor and the Trustee enter into this Trust
Declaration for the purposes herein set forth and pursuant to which the Trustee
will hold the amenities and/or accommodations transferred to it
contemporaneously herewith and any property which may hereafter be included in
this Trust subject to the terms of this Trust Declaration.


<PAGE>


                                  NAME OF TRUST
                                  -------------

         The Trust hereby created shall be known as the RESORT CLUB INVENTORY
TRUST ("Trust" hereinafter) and under that name, so far as legal, convenient and
practicable, shall all assets be owned by the Trust and shall all instruments in
writing by the Trust be executed.

                                   ARTICLE II

                                   DEFINITIONS
                                   -----------

         For the purpose of this Trust the following terms and expressions shall
have the meaning set forth below:

         Section 2.1. Accommodation Rights: The right to reserve and occupy a
unit or unit type during a designated week, or portion thereof, in accordance
with the member's available point values and rules and regulations governing
reservations, and subject to the terms of the applicable Membership Agreements.

         Section 2.2. Annual Membership Dues: Annual fee paid by Club Members
for their prorata share of annual maintenance and operating expenses, including
reserves, which may be increased annually in accordance with the applicable
Membership Agreements.

         Section 2.3. Annual Occupancy Point Value: Total points attributed to
full occupancy of a particular accommodation for an entire year.

         Section 2.4. Club Members: Purchasers obligated and acquiring rights
under a Membership Agreement (also referred to herein as "Members").

         Section 2.5. Inventory: Fully furnished and equipped accommodations and
amenities as described in Exhibit "A" attached hereto and made a part hereof.


                                        2
<PAGE>


         Section 2.6. Manager: Resort Club Fulfillment Corporation, a Delaware
corporation entrusted with the management and the orderly and efficient
administration of the Club for the individual Club Members.

         Section 2.7. Membership Agreements: Contracts by which purchasers
acquire Club Memberships at the Resort Club at Great Gorge ("Great Gorge") and
Brigantine Beach Club and Palmas Del Mar, Puerto Rico, and any other locations
which may be added to this Trust which entitle the purchasers to enjoy certain
recreational facilities, amenities and accommodations.

         Section 2.8. Memberships: Rights to use certain amenities and
accommodations over a given period of time, as evidenced by a Membership
Agreement.

         Section 2.9. Points: The symbolic unit of measure representing the
membership interest. Point values attributed are assigned to the use of
amenities and accommodations pursuant to the Membership Agreement.

         Section 2.10. Settlor: The Resort Club, Inc., a New Jersey corporation.

         Section 2.11. Special Assessments: Any fee charged to Club Members
other than the Annual Membership Dues.

         Section 2.12. Substitute Accommodation: An accommodation unit to be
added to this Trust in replacement of an existing accommodation, which
substitution is made according to the provisions hereof.

         Section 2.13. Substitute Amenity: An amenity or facility made available
to the members in replacement of an existing amenity, which substitution is made
according to the provisions hereof.

                                       3

<PAGE>


         Section 2.14. Trust Estate or Trust Property: All real and personal
property, contract rights and general intangibles conveyed to this Trust and all
appurtenant rights and all substitution replacements or proceeds.

         Section 2.15. Trustee: Comet Management, L.L.C. and any successor
trustee appointed as permitted in this Trust instrument.

         Section 2.16. Unless otherwise expressly provided herein or unless the
context otherwise requires, the following general definitions will apply to the
terms and expressions used in this Trust:

         (a) Each definition hereinbefore stated applies equally to the singular
and the plural forms of the term or express defined;

         (b) Any reference to a document or exhibit is to such document or
exhibit as originally executed, or, if modified, amended or supplement to such
document as so modified, amended or supplemented and in effect at the relevant
times of reference thereto;

         (c) The words herein, hereof, hereunder and other words of similar
import refer to this Trust Agreement as a whole and not to any particular
Article, Section or other subdivision of this Trust Agreement; and

         (d) A pronoun in one gender includes and applies to the other gender as
well.


                                       4

<PAGE>


                                   ARTICLE III

                            THE TRUST AND ITS PURPOSE
                            -------------------------

         Section 3.1. The sole purpose of this Trust is to receive and hold
title to certain accommodations, contract rights and general intangibles
conveyed to the Trust by or at the direction of the Settlor, to preserve and
protect the Trust Estate, and to bill, assess, collect and disburse all dues and
assessments of every nature from Club members. This Trust is not established to
engage in a business or to generate a profit. This Trust has been established to
make available to the Club Members the Inventory described in Exhibit "A"
attached hereto and made a part hereof (hereinafter "Exhibit A") and to secure
the benefits, rights and interests of Club Members for a period of time which at
a minimum will equal the duration of the longest running Membership Agreement as
the same may be modified, amended, extended or supplemented. Trustee holds legal
title to the Inventory by virtue of a deed from the Settlor dated of even date.
The use of the Inventory by the Club Members is subject to compliance by those
Club Members with the rules and regulations of the membership program, and
payment of fees and dues required under the Membership Agreements, and where
applicable, compliance by individual Club Members with the requirements of any
lender (or assignee of such lender) having financed the Club Member's purchase
under the Membership Agreement.

         Section 3.2. All of the rights and powers in and with respect to the
Trust Property described in Article IV hereof shall vest in the Trustee, as
Trustee of this Trust, in trust to exercise, manage, and administer the same for
the benefit of the Club Members.

         Section 3.3. It is expressly declared that a trust and not a
partnership is

                                       5

<PAGE>


hereby created to protect the interests of the Club Members under the Membership
Agreements and that the Club Members are neither partners nor associates nor in
any other relationship whatsoever with respect to the Settlor, the Trustee and
the Trust Property and that the Club Members do not own any legal or equitable
title to the Trust Property nor do they have the right to any distributions upon
sale of such property. This Trust is not intended to be a business trust.

                                   ARTICLE IV

                               THE TRUST PROPERTY
                               ------------------

         Section 4.1. The Settlor hereby transfers to the Trust (i) the
exclusive right to use the Inventory and (ii) the rights and privileges to use
recreational facilities and amenities for which Settlor has contracted, in
common with others entitled thereto, at the Resorts known as The Resort at Great
Gorge, Vernon, New Jersey, Brigantine Beach Club in Brigantine, New Jersey and
Palmas Del Mar, Puerto Rico. Additional real estate interests may be transferred
to the Trust. Under the terms of this Trust Agreement, Settlor will exercise no
control over the Inventory and, without limiting the generality of the
foregoing, shall not convey, sell, pledge or borrow against any of the Units
defined as Inventory hereunder or against any of the Trust Estate. Nothing
herein shall limit the rights of the Trust to accept Substitute Accommodations
or Substitute Amenities from the Settlor as set forth herein, provided that
the point values attributable to the Substitute Accommodations or Substitute
Amenities are reasonably equivalent to the Accommodations or Amenities being
replaced.

                                       6

<PAGE>


                                    ARTICLE V

                                   THE TRUSTEE
                                   -----------

         Section 5.1. The Trustee hereof shall be appointed by the Settlor, and
the name and address of the initial Trustee is: Comet Management, L.L.C., 2
Craig Road, Vernon, New Jersey 07462. The Trustee may be removed with or without
cause by the Settlor on thirty (30) days written notice, and Settlor shall, in
the event the Trustee is removed or resigns as set forth hereinafter, appoint a
successor Trustee and such person shall then be and become such Trustee, and
shall be vested with the title to the Trust Property without the necessity of
any act of transfer or conveyance. If for any reason any vacancy in the office
of Trustee shall continue for more than thirty (30) days and if such vacancy
shall not be filled in the manner above provided, a Trustee or Trustees to fill
such vacancy may be appointed by a court of competent jurisdiction upon the
application of the Manager, Club Members and notice to Settlor given in
accordance with the notice provisions hereof.

         Section 5.2. Any Trustee may resign at any time by giving thirty (30)
days written notice signed and acknowledged and delivered to Settlor and to the
Manager and the vacancy shall be filled by appointment of a new Trustee by the
Settlor, as set forth in Section 5.1 above.

         Section 5.3. No Trustee named or appointed as hereinbefore provided
whether as original Trustee or as successor to or as substitute for another,
shall be obligated to give any bond or surety or other security for the
performance of any of its duties hereunder.

                                       7

<PAGE>


         Section 5.4. The Trustee shall be entitled to indemnity out of the
Trust Property against any and all liability incurred by the Trustee in the
execution of any and all instruments, including without limiting the generality
of the foregoing, liabilities in contract, tort and environmental actions, and
liabilities for damages, penalties and fines; except that Trustee shall not be
entitled to such indemnity by reason of trustee's willful misconduct, willful
malfeasance and gross negligence. The Trustee shall not under any circumstances
or in any event, be held liable or accountable out of the Trustee's personal
assets or be deprived of compensation by reason of any action taken, suffered or
omitted in good faith or be so liable or accountable for more money or other
property than actually received, or be so liable, accountable or deprived by
reason of honest errors of judgment or mistakes of fact or law or by reason of
anything except the Trustee's own personal willful misconduct, willful
malfeasance, and gross negligence or willful defaults.

                                   ARTICLE VI

                        POWERS AND DUTIES OF THE TRUSTEE
                        --------------------------------

         The powers of the Trustee are the following:

         Section 6.1. The Trustee shall hold the Trust Property in the same form
in which it was received without liability for any loss resulting therefrom. The
Trustee acknowledges that the initial Trust Estate is subject to certain liens
or encumbrances as set forth on Exhibit "B" (the "Permitted Encumbrances").

         Section 6.2. The Trustee shall record with the appropriate recording
office in which any of the Trust Estate real property assets are located, a copy
of this Trust Agreement and any amendment thereto.

                                       8

<PAGE>


         Section 6.3. The Trustee shall maintain a record of the names of all
Club Members and cumulative number of points represented by Membership
Agreements which have not expired or been suspended or terminated, and shall
record all changes in ownership, suspension or termination.

         Section 6.4. The Trustee shall provide such consents and approvals
necessary to secure continued use of amenities and accommodations by the Club
Members.

         Section 6.5. The Trustee shall accept additional accommodations and
amenities conveyed to the Trust which shall then be governed according to this
Trust Declaration, provided that all new accommodations or amenities are
conveyed to the Trust with good clear record and marketable title, subject only
to (i) easements or restrictions which do not result in reverter of title and
which do not adversely affect the use of the premises conveyed for resort
accommodations or amenities; (ii) mortgages which contain a nondisturbance
clause such that the use by Club Members shall not be disturbed in the event of
foreclosure or sale; and (iii) real estate taxes or charges not yet due and
payable on the date of conveyance. The acceptance of additional amenities or
accommodations may be in addition to existing amenities and accommodations or in
substitution of a particular amenity or accommodation. In case of the latter,
the Trustee shall convey the inventory it holds to be substituted to the Settlor
or order, at the same time that it accepts title to the Substitute Amenity or
Substitute Accommodation, and the Annual Occupancy Point Value of the

                                       9

<PAGE>


Substitute Amenity or Substitute Accommodation shall be reasonably equivalent to
the accommodation or amenity being transferred out of the Trust, and comparable
in terms of size and quality. No amenity or accommodation may be substituted
without the prior written approval of the Trustee.

         Section 6.6. The Trustee shall be authorized to execute and deliver on
behalf of the Trust mortgages upon the following conditions: (i) all said
mortgages shall contain a nondisturbance clause protecting the Club Member's
rights to use the amenities or accommodations in the event of foreclosure or
other disposition of the mortgages and (ii) such mortgages shall secure
indebtedness incurred by the Settlor in connection with the acquisition of said
real estate. Should any Lender require a lien on a portion of the accommodations
to secure a loan arrangement for the financing of the receivables generated by
Membership Agreements, the Trustee shall at Settlor's direction convey title to
a certain number of accommodations sufficient at all times to service the
cumulative points of the contracts being pledged to a separate trust established
for the joint benefit of the Club Members whose Membership Agreements are being
pledged and the lender providing financing based on those receivables.

         Section 6.7. The Trustee shall establish the budget and associated
Member's fees and shall review financial reports generated by the Manager and
shall, if appropriate, make recommendations to members regarding same. Trustee
will collect sufficient funds to run the Club in a manner that is fair and
equitable to the Members including funds for renovations and reserves as needed.

                                      10

<PAGE>


         Section 6.8. The Trustee shall enter into management contract(s) for
the efficient management of the Club.

         Section 6.9. Except as set forth in Section 6.5 and Section 6.6 above,
Trustee shall have no authority whatsoever to dispose of or encumber the
accommodations or amenities which it holds.

         Section 6.10. The Trustee shall prepare, execute and deliver
documentation necessary to convey the Trust Property to the Settlor in the event
of revocation by the Settlor under the circumstances specified in Article X.

         Section 6.11. The Trustee shall defend any and all claims against the
Trust.

         Section 6.12. The Trustee shall take any action to achieve the purposes
of the Trust as set forth in Article III, or to comply with any applicable law,
ordinance or regulation concerning the Trust Estate or any part thereof,
including, but not limited to, modifying, restating or amending this Trust
Agreement to comply with such laws, ordinances and regulations.

         Section 6.13. The Trustee shall employ counsel or accountants if needed
by the Trustee to perform its duties hereunder.

                                   ARTICLE VII

                     LIMITATION ON THE POWERS OF THE TRUSTEE
                     ---------------------------------------

         Section 7.1. The Trustee shall not be empowered to sell, assign,
pledge, lend, lease, convey, transfer, change or otherwise deal with or dispose
of the Trust Property nor to incur liabilities on behalf of the Trust or the
Trust Property nor borrow or in any



                                       11

<PAGE>



other manner raise sums of money except as specified in Article VI. The Trustee
shall not at any time, on behalf of the Trust, any Members or the Settlor, enter
into or engage in any business.


                                  ARTICLE VIII

                                   THE MANAGER
                                   -----------

         Section 8.1. The Manager is the Resort Club Fulfillment Corporation, a
Delaware Corporation, or its successors or assigns.

         Section 8.2. The Manager hereby agrees on behalf of the Trust to
coordinate the use of the Inventory forming a part of the Trust Property in the
manner designed to benefit Club Members in accordance with the terms of the
Membership Agreements. The Manager shall be responsible for the efficient
administration of the Inventory for the Club Members and hereby agrees to
promptly and efficiently perform all services required in connection therewith.

                                   ARTICLE IX

                       DUTIES AND COVENANTS OF THE MANAGER
                       -----------------------------------

         Section 9.1. The Manager by execution hereof accepts and assumes all of
the responsibilities for providing services to all of the Club Members in
accordance with the Membership Agreements. The Manager agrees that it will from
this day forward provide all of the services which Club Members contracted for
under the Membership Agreements in a satisfactory and efficient manner.

                                       12

<PAGE>


         Section 9.2. The Manager covenants to keep all of its documents and its
books, accounts and records open to inspection by the Settlor and the Trustee at
all reasonable times during the term of this Trust. The Manager shall, as soon
as reasonably possible after the closing of each fiscal year, submit to the
Settlor and the Trustee its report regarding the Trust Property for such year,
together with corporate filings, corporate tax returns, financial statements and
any other reports or filings requested by the Settlor or Trustee.

         Section 9.3. The Manager agrees to honor all existing contracts for
amenities or recreational facilities entered into for the benefit of Club
Members.

         Section 9.4. The Manager agrees to make timely payments of loan or
lease payments related to all Trust Property and all real estate taxes, water
and sewer charges and insurance premiums on the Inventory as assessed.

         Section 9.5. The Manager agrees to pay all costs related to all Trust
Property, including real estate taxes, comprehensive fire, hazard and flood and
liability insurance premiums providing coverage equal to full replacement value
of all portions of the Trust Estate, until the termination of this Trust.

         Section 9.6. The Manager agrees to maintain, repair, and replace
personal property appurtenant to the accommodations or amenities related to all
Trust Property, which responsibility may be delegated by contract to a
responsible unaffiliated sub-manager or management entity.

         Section 9.7. The Manager agrees not to engage in any sales activities
of Memberships and agrees to refer all sales inquiries to the Settlor.

                                       13

<PAGE>


         Section 9.8. The Manager agrees to provide all management and
reservation services and shall hire such employees, agents or independent
contractors necessary to efficiently provide these services, which the Manager
may also, by contract, delegate to a responsible unaffiliated sub-manager or
managing entity.

         Section 9.9. Manager represents and warrants that there are no actions,
suits, investigations or proceedings pending or threatened against or affecting
it or any of its subsidiaries or affiliates or their property or assets by or
before any court or other tribunal or any governmental or administrative
authority or agency which if determined adversely would have a material adverse
affect on the condition, financial or otherwise, of the Manager, its assets, or
its ability to perform its covenants hereunder.

         Section 9.10. Manager will promptly notify Settlor and Trustee of any
actions, suits, investigations or proceedings filed against the Manager by any
Club Member or any other persons or entity, during the term of this Trust.

         Section 9.11. Manager may resign or be replaced in accordance with the
Management Agreement between Trust and Manager, and any vacancy may be filed by
agreement between the Settlor and the Trustee.

                                    ARTICLE X

         DURATION OF THE TRUST; TERMINATION; WITHDRAWAL OF TRUST ESTATE
         --------------------------------------------------------------

         Section 10.1.  The Trust shall remain in full force and
effect at a minimum until the date when all Club Memberships (as amended or
supplemented or extended beyond the original term by a supplemental agreement)
have expired.

                                       14

<PAGE>


         Section 10.2. The Trustee may withdraw an accommodation or amenity from
the Trust with the written consent of Settlor and Manager, by executing and
recording the appropriate conveyance document, and amending Exhibit "A" and
recording the amendment at the appropriate recording office(s) under any one of
the following conditions:

         (a) Membership Contracts having points equal to the Adjusted Annual
Occupancy Point Value of the accommodation being withdrawn, having expired or
been suspended or terminated by the Settlor, and the Settlor has selected the
accommodation or amenity to be withdrawn and so notified Trustee; and Trustee
has obtained the consent of Manager, which shall not be unreasonably withheld;

         (b) An accommodation has been destroyed, condemned, damaged or lost
such that in the discretion of Manager and Trustee it is no longer suitable for
use;

         (c) No portion of the Trust Estate may be withdrawn, except with the
prior written consent of the Settlor, the Trustee and the Manager, expressed in
form acceptable for recording in all recording offices and attached to and
recorded together with a supplement to this Trust Agreement executed by the
Trustee and amending said Exhibit "A" to describe the property being withdrawn.

                                   ARTICLE XI

                     RIGHTS AND RESPONSIBILITIES OF SETTLOR
                     --------------------------------------

         Section 11.1. Settlor shall have the right to continue to sell
Memberships and shall notify Trustee and Manager in writing of all new
Memberships at least once a week.

                                       15

<PAGE>


         Section 11.2. Settlor agrees to indemnify and hold harmless the Trust,
the Trustee and the Manager from any and all claims and damages arising from the
marketing of Memberships.

         Section 11.3. In accordance with delegation by the Trustee, Settlor
shall have the right to examine or have audited the books and records of the
Manager.

         Section 11.4. Settlor reserves the right to terminate this Trust as
described in Article X hereof.

         Section 11.5. Settlor shall be entitled to exercise rights reserved by
the Settlor as Developer of the Club, including the right to reacquire
memberships after default and the right to rent unused inventory and collect
rental payments therefrom.

         Section 11.6. Settlor reserves the right to receive notices of any
claims or proceedings against the Manager by any Club Member.

         Section 11.7. Settlor reserves the right (i) to amend this Trust with
the written joinder of the Manager that the Trustee, (ii) to substitute, amend,
extend or supplement contracts for the provision of recreational facilities or
amenities to Club Members provided that the substituted or amended contracts
will benefit the Club Members, and (iii) to amend Exhibit "A" by adding
additional accommodations to Exhibit "A".

                                   ARTICLE XII

                                     NOTICES
                                     -------

         Section 12.1 Every notice required under the provisions hereof or which

                                       16

<PAGE>


may be deemed to be necessary or desirable in connection with the administration
of this Trust or which may be ordered in any judicial proceedings, shall be
deemed sufficient and binding if given by overnight courier and first class
postage prepaid, and addressed:

         To the Trustee at:                 Comet Management, L.L.C.
                                            2 Craig Road
                                            Vernon, NJ 07462

         To the Settlor at:                 Resort Club, Inc.
                                            P.O. Box 1307
                                            McAfee, New Jersey 07428
                                            Attention:

         To the Manager at:                 Resort Club Fulfillment Corporation
                                            P.O. Box 1307
                                            McAfee, NJ 07428
                                            Attention:

         or such other address as may be designated by the above parties in
writing to the other parties.

                                  ARTICLE XIII

                       COPIES AND CERTIFICATES BY TRUSTEE
                       ----------------------------------

         Section 13.1. Any person, individual or corporation dealing with the
Trust Property may accept a duplicate or copy of this Trust Agreement, or any
part thereof or of any amendment thereto, duly acknowledged or certified by the
Trustee before a Notary Public or Justice of the Peace, as a true copy hereof.

         Section 13.2. Any person dealing with the Trust Property or the Trustee
may rely on a certificate signed by any individual appearing from instruments or
certificates filed for record to be the Trustee as to

                                       17

<PAGE>



the identity of the Trustee and Manager hereunder or as to the existence or
nonexistence of any fact or facts which constitute conditions precedent to acts
by the Trustee or are in any other manner germane to the affairs of the Trust.

                                   ARTICLE XIV

                                    CAPTIONS
                                    --------

         The captions to the various Articles are used only as a matter of
convenience and are not to be considered a part of said Articles or of this
Trust Agreement and are not to be used in determining the intent of the parties
to it.

                                   ARTICLE XV

                                   INVALIDITY
                                   ----------

         The invalidity of any provision of this Trust Agreement shall not be
deemed to impair or affect in any manner the validity, enforceability or effect
of the remainder of this Trust Agreement and, in such event, all of the other
provisions of this Trust shall continue in full force and effect.

                                   ARTICLE XVI

                                  CONSTRUCTION
                                  ------------

         This Trust Agreement shall take effect as a sealed instrument, shall
supersede all prior agreements, written or oral, between the parties and is a
complete expression of the intent of the parties and is a complete expression of
the intent of the parties hereto. All of the powers and provisions of this Trust
Agreement shall take effect and be construed according to the laws of the State
of New Jersey, to the extent that Federal law does not apply.

                                       18

<PAGE>


         Executed as a sealed instrument this 15th day of June, 1999.

                                     SETTLOR:  Resort Club, Inc.


                                     /s/Christina M. Riker
                                     -------------------------------------------
                                     By:



                                     TRUSTEE:


                                     /s/John Davey
                                     -------------------------------------------
                                     Comet Management, L.L.C. Trustee,
                                     and not individually



                                     MANAGER:  Resort Club Fulfillment
                                     Corporation

                                     /s/Christina M. Riker
                                     -------------------------------------------
                                     By:



State of New Jersey
         ----------
County of Sussex
          ------

         On this 15th day of June, 1999, before me personally appeared Christina
M. Riker, the President of Resort Club, Inc. and acknowledged that he/she
executed the foregoing instrument for the purposes therein contained on behalf
of the corporation.

                                     Edwina Sommerfield
                                     -------------------------------------------
                                     Notary Public
                                     My commission expires:


                                       19

<PAGE>


State of New Jersey
         ----------
County of Sussex
          ------

         On this 15th day of June, 1999, before me personally appeared John
Davey, authorized signatory of Comet Management, L.L.C. and acknowledged that he
executed the foregoing instrument for the purposes therein contained.

                                     Katheryne D. White
                                     -------------------------------------------
                                     Notary Public
                                     My commission expires:



State of New Jersey
         ----------
County of Sussex
          ------

         On this 15th day of June, 1999, before me personally appeared Christina
Riker, the President of the Resort Club Fulfillment Corporation and acknowledged
that he/she executed the foregoing instrument for the purposes therein contained
on behalf of the corporation.

                                     Edwina Sommerfield
                                     -------------------------------------------
                                     Notary Public
                                     My commission expires:

                                       20

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(J)
<SEQUENCE>4
<FILENAME>ex10-j.txt
<DESCRIPTION>EXHIBIT 10(J)
<TEXT>
                                                                   EXHIBIT 10(J)

                    AMENDMENT TO RESORT CLUB INVENTORY TRUST

         THIS AGREEMENT, made and executed as of this 15th day of June, 1999,
between RESORT CLUB, INC. a Delaware corporation ("Resort") with its principal
offices at Route 94, Vernon, New Jersey and Comet Management, L.L.C., of 2 Craig
Road, Vernon, New Jersey ("Trustee") and Resort Club Fulfillment Corporation, a
Delaware corporation with its principal place of business at Route 94, Vernon,
New Jersey (the "Manager").

                                   WITNESSETH

         WHEREAS, the simultaneously with the execution of this Agreement the
parties have entered into a Trust Declaration creating the Resort Club Inventory
Trust (the "Trust"); and

         WHEREAS, the Trust was established to hold legal title to the time
share units both owned and rented by Resort as set forth thereunder; and

         WHEREAS, because of proper business considerations to effectively
operate the time share business in relationship to the Trust it is deemed
necessary to allow for substitutions of time share units of comparable value as
time and circumstance may require and as proper; and

         WHEREAS, the parties have determined that it is in their mutual best
interests to enter into this amendment of the Trust.

                                  NOW THEREFORE

         In consideration of the premises, the mutual covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which by each of the parties hereto is hereby acknowledged, each of the
parties does for itself, its successors and assigns, agree as follows:

1.    EFFECTIVE DATE. The term of this agreement shall be effective as of June
      15, 1999..

2.    SCOPE OF AGREEMENT. As of the Effective Date the Trust is hereby amended
      to provide that anything to the contrary notwithstanding as set forth
      under the Trust Resort shall have the right to substitute new time share
      units for those units specified in the inventory attached to the Trust
      subject to the following:

      a.      Any substitution must be comparable as to value and rights of
              usage.

      b.      Any substitution must be of the same title characteristics i.e if

                                       1

<PAGE>



              leased then only for a leased unit or if owned then only for a
              owned unit etc.

3.    ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
      the parties hereto. No amendment or modification hereof shall have any
      force or effect unless in writing and executed by all parties.

4.    BINDING AFFECT. This Agreement shall be binding upon and inure to the
      benefit of the parties hereto, their respective legal representatives,
      their heirs, executors, administrators, successors and assigns.

5.    GOVERNING LAW. This Agreement shall be construed in accordance with the
      laws of the State of New Jersey.

6.    HEADINGS. The article headings contained in this Agreement are for
      reference only for the convenience of the parties. They shall not be
      deemed to constitute a part of this Agreement nor shall they alter or
      supersede the contents of the paragraphs themselves. 1.

7.    COUNTERPARTS. This Agreement will be signed in any number of counterparts
      with the same effect as if the signatures thereto and hereto were upon the
      same instrument.



WITNESS/ATTEST:                              RESORT CLUB, INC.


/s/  Edwina Sommerfield                      By:  /s/  Christina M. Riker
-------------------------                         ------------------------------
                                                  President

WITNESS/ATTEST:                              RESORT CLUB FULFILLMENT CORPORATION

/s/Edwina Sommerfield                        By: /s/Christina M. Riker
-------------------------                        -------------------------------
                                                 Manager

WITNESS/ATTEST                               COMET MANAGEMENT, L.L.C




                                             By: /s/John Davey
-------------------------                        -------------------------------

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(K)
<SEQUENCE>5
<FILENAME>ex10-k.txt
<DESCRIPTION>EXHIBIT 10(K)
<TEXT>
                                                                   EXHIBIT 10(K)


                                    AGREEMENT

         This Agreement is effective as of July 1, 1999 by and between Diamond
Leasing and Management Corp ("Diamond"), a New Jersey corporation, Dominion
Resources, Inc a Delaware corporation ("Dominion") and Resort Club, Inc.
("Resort") a New Jersey corporation. The purpose of this Agreement is to set
forth the terms and conditions applicable to certain of the legal rights and
duties as between the Parties with respect to (i) the Loans from
Diamond/Dominion to Resort; (ii) the rights and duties under a certain Security
Agreement between; and (iii) the rights if any of Resort as the Settlor under a
certain Trust k/a the Resort Club Inventory Trust to be executed as effective as
of July 15, 1999..

         Now, therefore, in consideration of that purpose and for good and
valuable consideration had and received, Diamond, Dominion and Resort agree as
follows:

                                    ARTICLE I

                              DEFINITIONS AND USAGE
                              ---------------------

1.01    Definitions
        -----------

         As used in this Agreement, the following terms have the meanings given
to them in this Section 1.01.

         (a) "Agreement" means this Agreement including its Schedules and
             Exhibits.

         (b) "Amenities" means the Amenities as defined under certain agreements
             between Resort and Angel Projects LLC, ("Angel") a New York limited
             liability company all dated on or about October 15, 1997 as defined
             under the Plan or Reorganization of GAR, Inc, which agreements are
             incorporated hereunder by reference as if set forth more fully
             hereunder as subsequently assigned in writing to Great Gorge
             Resort, Inc.. Said Amenities shall include but are not limited to
             the (i) "Excess Passes" as defined under the said Angel Agreements,
             (ii) "Campground Lease" as defined under the said Angel Agreements
             and (iii) the "Kiosks" as defined under the said Angel Agreements.


                                       1

<PAGE>




         (c) "Applicable Law" means any law, rule, regulation, order, decree or
             other requirement having the force of law and, where applicable,
             any interpretation thereof by any authority having jurisdiction
             with respect thereto or charged with the administration thereof.

         (c) "Diamond and/or Dominion Loan" means all loans and or obligations
             owed with accrued interest from Resort Club, Inc ("Resort") to
             Diamond and/or Dominion as set forth under the Loan and Security
             Agreement and any Notes issued pursuant thereto and/or as reflected
             on open book accounts of the parties.

         (d) "Equitable Principles" means (i) bankruptcy, insolvency,
             reorganization, moratorium or other similar laws now or hereafter
             in effect relating to creditors rights, and (ii) general principles
             of equity, including the possible unavailability of the remedy of
             specific performance and injunctive and other equitable relief.

         (c) "Exhibit(s)" means the Exhibit(s) attached to this Agreement and
             made a part hereof as if set forth more fully hereunder.

         (d) "Party" or "Parties" means Diamond, Dominion and/or Resort.

         (e) "Person(s)" means any natural person, Governmental Authority,
             corporation, partnership, limited liability company, joint venture,
             association, or other entity of any kind.

         (f) "Security Agreement" means the Security Agreement executed between
             Resort and Diamond and/or Dominion under date of July 1, 1999 which
             agreement is incorporate hereunder by reference as if set forth
             more fully hereunder.

         (g) "Settlor" means Resort under the Trust Agreement.

         (h) "Trust Agreement" mean the Trust Agreement k/a the Resort Club
             Inventory Trust dated July 15, 1999 between Resort as the Settlor
             and John Davey as Trustee and Resort Club Fulfilment Corporation as
             manager which agreement is incorporate hereunder by reference as if
             set forth more fully hereunder.

         (i) "Trust" mean the Trust as created under Trust Agreement.

         (j) "Trustee" means John Davey as designated under the Trust Agreement.



                                       2


<PAGE>


1.02    Additional terms.
        ----------------

         All definitions as set forth under the agreements incorporated
hereunder by reference except where in conflict are incorporated herein by
reference as if set forth more fully hereunder except to the extent that they
may be inconsistent with the terms as used in the within Agreement in which
event the terms hereof shall govern.

1.03    Usage
        -----

         Terms used in the singular in Section 1.01 may be used in the plural.
Similarly, terms defined in the plural may be used in the singular. Unless the
context of the Agreement clearly requires otherwise: (i) references to any
Person includes such Person's successors and assigns but, if applicable, only if
such successors and assigns are permitted by this Agreement; (ii) references to
one gender shall include all genders; (iii) "including" is not limiting; (iv)
"or" has the inclusive meaning represented by the phrase "and/or"; (v) the words
"hereof", "herein", "hereby", "hereunder" and similar terms in this Agreement
refer to this Agreement as a whole and not to any particular provision of this
Agreement; (vi) article, section, clause, paragraph, Exhibit, and Schedule
references are to this Agreement unless otherwise specified; (vii) references to
any agreement (including this Agreement), document or instrument (but excluding
all agreements, documents, and instruments set forth on the Exhibits and
Schedules attached hereto) means such agreement, document or instrument as
amended or modified and in effect from time to time in accordance with the terms
thereof and, if applicable, the terms hereof; and (viii) general or specified
references to any Applicable Law, means such Applicable Law as amended,
modified, codified, or reenacted, in whole or in part, and in effect from time
to time, unless the effect thereof is to reduce, limit, or otherwise
prejudicially affect any obligation or any right, power or remedy hereunder, in
which case such amendment, modification, codification, or re-enactment will not,
to the maximum extent permitted by Applicable Law, form part of this Agreement
and is to be disregarded for purposes of the construction and interpretation
hereof.

                                   ARTICLE II

                       RIGHTS AND DUTIES AND CONSIDERATION
                       -----------------------------------

2.1      Agreement
         ---------


                                       3

<PAGE>



         By execution hereof the executing Parties shall be bound by all the
terms and conditions hereof.

2.2      Amenities
         ---------

         2.2.1 Any and all Excess Passes, rights to Kiosks and the Campground
         ----- Lease not required for use by the Trust and/or Resort shall be
               deemed transferred fully and absolutely to Diamond for the
               consideration as hereunder specified.

2.3      Rights of Resort under Trust Agreement
         --------------------------------------

         2.3.1 All rights of Resort as the Settlor under the Trust Agreement to
         ----- be executed effective as of July 15, 1999 and in particular but
               not limited to the right of the Settlor of said Trust to remove,
               change remove or replace the Trustee as provided for under
               Article X of the Trust Agreement and all rights of the Settlor
               under Articles X and XI of said Trust Agreement are hereby
               assigned irrevocably and forever to Diamond as of the effective
               date of said Trust Agreement.

2.4      Consideration
         -------------

         2.3.1 In exchange for the covenants as set forth hereunder
         ----- Diamond/Dominion agree at to loan from time to time if
               circumstance requires monies for the continued operation of
               Resort not to exceed the sum of $50,000. Any additional amount
               required to b loaned shall be at the sole discretion of
               Diamond/Dominion. In addition Diamond/Dominion do hereby release
               and forgive the sum of $500,000 of debt due and owing from Resort
               as of the effective date hereof.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

3.1      Corporate Organization.
         ----------------------

a.       All Participants who are corporations are a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         their incorporation..

3.2      Authorization.
         -------------

a.       All Parties/Participants have full corporate power and authority to
         enter into this

                                       4

<PAGE>


         Agreement and to carry out the transactions contemplated hereby and
         thereby. All Parties' board of directors have taken all action required
         by law, their certificates of incorporation and bylaws or otherwise
         authorize the execution and delivery of this Agreement and the
         consummation of the transactions contemplated hereby.


b.       This Agreement is a valid and binding agreement of the Parties
         enforceable in accordance with its terms except that such enforcement
         may be limited by Equitable Principles.

3.3 No Violation, Neither the execution and delivery of this Agreement or any of
the related Documents nor the consummation of the transaction contemplated
hereby or thereby will violate any provisions of the Parties certificates of
incorporations or bylaws, or violate, or be in conflict with, or constitute a
default under, or result in the termination of, or cause the acceleration of the
maturity of any debt or obligation pursuant to, any agreement to which the
Parties are a party or by which the Parties are bound, or violate any statute or
law or any judgment, decree, order regulation, or rule of any governmental or
quasi-governmental authority.

3.4 Broker and Finders. None of the Parties/Participants nor any of their
officers, directors, or employees has employed any broker or finder or incurred
any liability for any brokerage fees, commissions, or finders fees in connection
with the transactions contemplated by this Agreement.

                                   ARTICLE IV

         MISCELLANEOUS.


4.1. Notices. All notices, requests, consents or other communications permitted
or required under this Agreement shall be in writing and shall be deemed to have
been given when personally delivered, or when sent via fax and first class mail,
to the following:

                If to DOMINION:
                                                     355 Madison Avenue
                                                     Morristown, NJ 07960

                If to DIAMOND                        355 Madison Avenue
                                                     Morristown, NJ 07960

                                       5

<PAGE>


                If to RESORT                         POB 1307
                                                     McAfee, NJ 07960


provided, however, if any Party shall have designated a different addressee by
notice, then to the last addressee so designated.

4.2. Assignment. This Agreement shall be binding and inure to the benefit of the
successors and assigns of each of the Parties hereto, but no rights,
obligations, duties or liabilities of either Party may be assigned without the
prior written consent of the other, which shall not be unreasonably withheld.

4.3. Entire Agreement. This Agreement represents the entire agreement and
understandings between the Parties with respect to the transactions contemplated
herein; provided, however, that the Parties may, by agreement, extend the time
of any performance of any obligations of the Parties hereto. This Agreement
supersedes all prior agreements, understandings, arrangements, covenants,
representations or warranties, written or oral, by any officer, employee or
representative of either Party dealing with the subject matter hereof.

4.4. Waiver. Waiver by any of the Parties of any breach or of a failure to
comply with any provision of this Agreement shall not constitute, or be
construed as, a continuing waiver of such provision, or a waiver of any other
breach of, or failure to comply with, any provision of this Agreement.

4.5. Amendment. This Agreement may only be terminated or amended in writing by
duly authorized representatives or officers of the Parties.

4.6. Expenses. Each Party shall be responsible for its own expenses incurred in
connection with the preparation of this Agreement, the performance of its
obligations hereunder and with the consummation of the transactions contemplated
hereby, except as otherwise expressly provided in this Agreement.



                                       6

<PAGE>


         a. In the event of default by any party that party shall bear the
reasonable costs, expenses and attorneys fees of the non-defaulting party
incurred with respect to any litigation required to enforce the terms hereof.

4.7. Third Parties. Nothing contained in this Agreement is intended to or shall
be construed to confer upon or give to any person, firm, corporation,
association or trust other than the Parties/Participants hereto and their
respective permitted successors and assigns, any claims, rights, or remedies
under or by reason of this Agreement.

4.8. Headings. The headings of the Articles and Sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
hereof.

4.9. Counterparts. More than one counterpart of this Agreement may be executed
by the Parties, and each fully executed counterpart shall be deemed an original.

4.10. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey.

4.11 Further Assurances. At the Closing and from time to time after the Closing,
for no further consideration, the Parties shall perform all such other action
and shall execute, acknowledge and deliver all such assignments, transfers,
consents and other documents as the other Party or its counsel may reasonably
request to carry out the intent of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized officers the day and year first above written.

Resort Club, Inc.                      .   Diamond Leasing and Management
                                           Corporation

By Christina Riker, President              By /s/Joseph R. Bellantoni, President
  ---------------------------                 ----------------------------------



                                           Dominion Resources, Inc.


                                           By /s/Joseph R. Bellantoni, President
                                              ----------------------------------



                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(L)
<SEQUENCE>6
<FILENAME>ex10-l.txt
<DESCRIPTION>EXHIBIT 10(L)
<TEXT>
                                    AGREEMENT

THIS AGREEMENT, made and executed this 15th day of June, 1999, between RESORT
CLUB, INC. a Delaware corporation ("Resort") with its principal offices at Route
94, Vernon, New Jersey and the RESORT CLUBINVENTORY. TRUST ("Trust") with its
principal place of business at 2 Craig Road, Vernon, New Jersey.

                                   WITNESSETH

         WHERAS, the Resort has have been engaged in the business of selling and
renting time share units with its operations based in the State of New Jersey;
and

         WHERAS, the Trust was established to hold legal title to the time share
units both owned and rented by Resort as set forth in the Exhibits attached to
the Trust; and

         WHERAS, Resort holds by contract certain rights to amenities consisting
of (i) the rights to certain passes for access to Great Action Park and (ii) to
the Campground site all as set forth in the agreements ("Agreements") relating
thereto originally dated October 15, 1997 which are incorporated hereunder as if
set forth at length; and

         WHERAS, the parties have determined that it is in their best interests
to ensure that the rights set forth under said Agreements ensure to the
beneficiaries of the Trust in accordance with the terms of the Agreements
subject to the obligation of Resort to perform the obligations required under
said Agreements.

                                  NOW THEREFORE

         In consideration of the premises, the mutual covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which by each of the parties hereto is hereby acknowledged, each of the
parties does for itself, its successors and assigns, agree as follows:

1.       EFFECTIVE DATE. The term of this agreement shall be effective as of
         June 15, 1999.

2.       SCOPE OF AGREEMENT. As of the Effective Date the Resort shall hold all
         rights granted to it under the terms of said Agreements for the sole
         and exclusive benefit of the beneficiaries to the Trust for the term of
         the Trust and/or the Agreements.

3.       PERFORMANCE REQUIREMENTS. Anything to the contrary notwithstanding
         Resort shall be obligated to and shall perform all requirements and
         obligations impose upon it under the terms of the Agreements.

4.       PROHIBITION AS TO TRANSFER. During the term hereof Resort shall not
         undertake or enter into any agreement to or transfer, convey, sell,
         hypothecate assign or in any other way dispose of the rights under the
         terms of said Agreements unless with the consent of the Trust to be
         executed in writing.

<PAGE>


5.       ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
         between the parties hereto. No amendment or modification hereof shall
         have any force or effect unless in writing and executed by all parties.

6.       BINDING AFFECT. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto, their respective legal representatives,
         their heirs, executors, administrators, successors and assigns.

7.       GOVERNING LAW. This Agreement shall be construed in accordance with the
         laws of the State of New Jersey.

8.       HEADINGS. The article headings contained in this Agreement are for
         reference only for the convenience of the parties. They shall not be
         deemed to constitute a part of this Agreement nor shall they alter or
         supersede the contents of the paragraphs themselves.

9.       COUNTERPARTS. This Agreement will be signed in any number of
         counterparts with the same effect as if the signatures thereto and
         hereto where upon the same instrument.

WITNESS/ATTEST:                                             RESORT CLUB, INC.



-----------------------------                          By:/s/ Christina M. Riker
                                                           ---------------------
                                                                  President

WITNESS/ATTEST:                                      RESORT CLUB INVENTORY TRUST



-----------------------------                            By:/s/ John Davey
                                                           -------------------
                                                                Trustee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.(M)
<SEQUENCE>7
<FILENAME>ex10-m.txt
<DESCRIPTION>EXHIBIT 10(M)
<TEXT>
                                                                   EXHIBIT 10(M)


                         CAMPGROUND AND AMENITIES TRUST

         THIS TRUST DECLARATION is made effective as of June 15, 1999 between
the Resort Club Inventory Trust ("Trust") and Resort Club, Inc. ("Resort") a
corporation of the State of Delaware.

         WHEREAS, on or about October 15, 1997 Resort acquired certain rights as
a tenant from Angel Projects LLC ("Angel") granting to Resort a 25 year lease
for restricted use of the Evergreen Campground Site ("Campground") all as more
particularly set forth in said lease a copy of which is attached hereto as
Exhibit "A"; and

         WHEREAS, on or about October 15, 1997 Resort acquired certain rights
relating to the purchase and use of Excess Passes ("Passes") at the Ski area and
the Great Action Park from Angel all as more particularly set forth in said
agreement a copy of which is attached hereto as Exhibit "B"; and

         WHEREAS, Exhibits "A" and "B" were intended to benefit the members of
Resort as set forth more particularly under the terms of each said Exhbit; and

         WHEREAS, on or about June 15, 1999 Resort transferred all of its legal
and/or equitable rights to the time share units used by the aforesaid members as
more particularly set forth in the Resort Club Inventory Trust ("Trust") all as
more particularly set forth in said Trust attached hereto as Exhibit "C"); and

         WHEREAS, the parties are desirous of setting forth the irrevocable
rights of the members, by and through the Trust, relating to the rights granted
to Resort under Exhibits "A" & ""B".

                                  NOW THEREFORE

         In consideration of the premises, the mutual covenants herein
contained, and for good and valuable consideration, the receipt and sufficiency
of which by each of the parties hereto is hereby acknowledged, each of the
parties does for itself, its successors and assigns, agree as follows:

         1. For and until the end of the term of the Campground lease, as
defined under the Exhibit "A" Resort shall hold exclusively for the use and
benefit of the Members ( as defined under the Resort Agreements) all rights it
possess as tenant under the terms of the aforesaid Campground Lease.

a.       Anything to the contrary notwithstanding this agreement shall not
         constitute and assignment or transfer of the legal or equitable title
         to the Campground Lease. Notwithstanding Resort shall at all times
         remain liable and responsible for the performance of all duties,
         obligations and liabilities under the terms of Exhibit "A".

<PAGE>


b.       Notwithstanding the terms of this Agreement the Trust shall have no
         responsibilities or liabilities to any party relative to the Campground
         Lease and shall have no rights to seek enforcement of its terms or
         rights against the Landlord or any other party except to require Resort
         to perform the terms of this agreement.

2.       For and until the end of the term of the Passes agreement
         ("Exhibit"B"), Resort shall hold exclusively for the use and benefit of
         the Members ( as defined under the Resort Agreements) all rights it
         possess under the terms of the aforesaid Passes agreement.

         a.   Anything to the contrary notwithstanding this agreement shall not
              constitute and assignment or transfer of the legal or equitable
              title to the Passes rights granted under Exhibit "B".
              Notwithstanding Resort shall at all time s remain liable and
              responsible for the performance of all duties, obligations and
              liabilities under the terms of Exhibit "B".

         b.   Notwithstanding the terms of this Agreement the Trust shall have
              no responsibilities or liabilities to any party relative to the
              Passes agreement and shall have no rights to seek enforcement of
              its terms or rights against Angel or any other party except to
              require Resort to perform the terms of this agreement.

3. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto. No amendment or modification hereof shall have any force or
effect unless in writing and executed by all parties.

4. Binding Affect. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, their respective legal representatives, their heirs,
executors, administrators, successors and assigns.

5. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of New Jersey.

6. Headings. The article headings contained in this Agreement are for reference
only for the convenience of the parties. They shall not be deemed to constitute
a part of this Agreement nor shall they alter or supersede the contents of the
paragraphs themselves.

7. Counterparts. This Agreement will be signed in any number of counterparts
with





                                       2

<PAGE>


the same effect as if the signatures thereto and hereto were upon the same
instrument.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized persons or officers duly authorized as of the
date specified thereon.

RESORT CLUB INVENTORY TRUST            RESORT CLUB, INC


By:  /s/John Davey                     By:  /s/Christina Riker, President
     -----------------------                ------------------------------------
     Trustee                                Title








                                       3

</TEXT>
</DOCUMENT>
</SUBMISSION>
