Agreement For Affiliation, Dtd. 5-26-95

EXHIBIT 10.12


AGREEMENT FOR AFFILIATION
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THIS AGREEMENT FOR AFFILIATION ("Agreement") is entered into as of May 26, 1995, by RESORT CONDOMINIUMS INTERNATIONAL, INC., an Indiana corporation ("RCI"), VISTANA DEVELOPMENT, LTD., a Florida limited partnership ("Vistana"), RAYMOND L. GELLEIN, JR., a resident of the State of Florida ("Gellein") and JEFFREY A. ADLER, a resident of the State of Florida ("Adler").


WHEREAS, RCI has assisted in obtaining certain financing for Vistana pursuant to a Loan Agreement of even date herewith between Vistana and Stark & Greenwood Capital (the "Loan Agreement") in the principal amount of $4,500,000 (the "Loan");


WHEREAS, Gellein and Adler indirectly own and control Vistana;


WHEREAS, Vistana is the owner and developer of certain timeshare properties known as the Vistana Resort in Lake Buena Vista, Florida, and Vistana's Beach Club located in Jensen Beach, Florida;


WHEREAS, Vistana and RCI entered into an RCI Resort Affiliation Agreement, dated October 23, 1991, in which RCI agreed to provide exchange services for Vistana Resort and Vistana's Beach Club (the "1991 Affiliation Agreement");


WHEREAS, the parties desire to amend the 1991 Affiliation Agreement; and


WHEREAS, the parties desire to reach further agreements regarding the use of RCI as the exclusive exchange company for Vistana, Gellein and Adle r.


NOW, THEREFORE, in consideration for RCI assisting Vistana in obtaining the Loan and in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are ...