PROPOSED SIXTH AMENDMENT

TO CONDOMINIUM DECLARATION

AND PLAN OF VACATION OWNERSHIP FOR

GRAND TIMBER LODGE

This Sixth Amendment (the "Sixth Amendment") to the Condominium Declaration and Plan of Vacation Ownership for Grand Timber Lodge, as amended (the "Declaration") is made and executed this day of _____________, 2002, by Gold Point Lodging Realty, Inc., a Colorado corporation d/b/a Grand Timber Development Company (hereinafter "Declarant").

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RECITALS

0.1 The Declaration dated April 21, 1999 was recorded April 21, 1999 at Reception No.593269 in the Summit County, Colorado public records (the "Records"). Capitalized terms used herein without further definition have the meanings given to them in the Declaration.

1. A First Amendment (the First Amendment) to the Declaration dated June 15, 1999 recorded August 2, 1999 at Reception No. 601793 in the Records and a First Supplement to the Map recorded August 2, 1999 at Reception No. 601792 in the Records added a portion of the Tract A1 Expansion Property to the Project.
2. A Second Amendment (the Second Amendment) to the Declaration dated July 13, 2000, recorded August 9, 2000, at Reception No. 628738 in the Records and a Second Supplement to the Map recorded August 9, 2000, at Reception No. 628737 in the Records added an additional portion of the Tract A1 Expansion Property to the Project. A Third Amendment to Condominium Declaration And Plan portion of Vacation Ownership For Grand Timber Lodge (the Third Amendment) to the Declaration recorded January 9, 2001, at Reception No. 642216, in the Records and a Third Supplement of the Map recorded January 9, 2001, at Reception No. 642215, in the Records added an additional portion of the Tract A1 Expansion Property to the Project and made amendments to the Declaration. A Fourth Amendment to Condominium Declaration And Plan portion of Vacation Ownership For Grand Timber Lodge (the Fourth Amendment) was recorded February 28, 2001, at Reception No. 646418, in the Records. A Fifth Amendment to Condominium Declaration and Plan of Vacation Ownership For Grand Timber Lodge was recorded on March ___, 2002, at Reception No. _______ in the Records and a Fourth Supplement to the Map was recorded on March ______, 2002, under Reception No. ______ in the Records.
3. Pursuant to the rights reserved to Declarant in Article 16 of the Declaration, Declarant desires to subject a portion of the real estate described on Exhibit A (the Expansion Property) to the Declaration, to create additional Condominium Units and Common Elements on a portion of the Expansion Property, to reallocate the Allocated Interests on Exhibit B to the Declaration and to amend Exhibit E to the Declaration to submit additional Units to The Plan of Vacation Ownership.
4. Declarant has contemporaneously with the recording of this Sixth Amendment filed a Fifth Supplement to the Map showing the location of the Improvements constructed on a portion of the Expansion Property.

NOW, THEREFORE, Declarant hereby declares and publishes as follows:

1. Real Estate. The portion of the Expansion Property and the Additional Improvements constructed thereon which are subject to the Declaration are described in the Fifth Supplement to the Map.

2. Exercise of Development Rights. Declarant hereby creates Units 5101, 5102, 5103, 5201, 5202, 5203, 5204, and 5205 as shown on the Fifth Supplement to the Map.

3. Allocated Interests. The Allocated Interests appurtenant to each Unit in the Condominium Project set forth on Exhibit B to the Declaration are hereby reallocated, based upon the formula in Section 4.2 of the Declaration. Exhibit B to the Declaration is hereby amended and replaced in its entirety as set forth on Exhibit 1 to this Sixth Amendment.

4. Exhibit E to Declaration. Exhibit E to the Declaration is hereby amended by the submittal of Units 5101, 5102, 5103, 5201, 5202, 5203, 5204, and 5205 to The Plan of Vacation Ownership pursuant to Section 22.1 of the Declaration. Exhibit E to the Declaration is hereby amended as set forth on Exhibit 2 to this Sixth Amendment.

5. General. In the event of any conflict or inconsistency between the provisions of the Declaration and this Sixth Amendment, the provisions of this Sixth Amendment shall control. All capitalized terms used in this Sixth Amendment, but not defined herein, are defined in the Declaration. A reference to the Declaration or the Map in any document or instrument shall be deemed to include this Sixth Amendment and the Fifth Supplement to the Map without any further or specific reference thereto.

Executed as of the date first written above.

DECLARANT:

GOLD POINT LODGING & REALTY, INC., a Colorado corporation d/b/a GRAND TIMBER DEVELOPMENT COMPANY

Attest:

By:_________________________ By:_____________________________________________

Michael C. Millisor, President Robert A. Millisor, Secretary

STATE OF COLORADO }

} ss.

Subscribed to and sworn to before me this ____ day of _______________, 2002, by Michael C. Millisor as President and Robert A. Millisor as Secretary of Gold Point Lodging & Realty, Inc., a Colorado corporation d/b/a Grand Timber Development Company.

Witness my hand and official seal.

My commission expires: __________________

___________________________

Notary Public

MORTGAGEE'S CONSENT

The undersigned hereby consents to the execution and recording of the foregoing Sixth Amendment and hereby subordinates the lien of its Deed of Trust, recorded October 10, 1997 under Reception No. 549600 and the Deed of Trust recorded on August 11, 2000 under Reception No. 541537 in the records of Summit, County, Colorado, to this Sixth Amendment and the effect hereof.

Dated this ______ day of _________________, 2002.

By: ______________________________

, Title

STATE OF MASSACHUSETTS )

) ss.

COUNTY OF BERKSHIRE )

Subscribed to and sworn to before me this ___ day of _______, 2002, by ______________, as _________________________ of Litchfield Financial Corporation.

Witness my hand and official seal.

___________________________________

My Commission Expires: _________________________

MORTGAGEE'S CONSENT

The undersigned hereby consents to the execution and recording of the foregoing Sixth Amendment and hereby subordinates the lien of its Deed of Trust, recorded August 11, 2000, under Reception No. 629192 in the records of Summit, County, Colorado, to this Sixth Amendment and the effect hereof.

Dated this ______ day of _________________, 2002.

By: __________________________

, Title

STATE OF MASSACHUSETTS )

) ss.

COUNTY OF BERKSHIRE )

Subscribed to and sworn to before me this ___ day of _______, 2002, by _________________, as __________________________ of Textron Financial Corporation.

Witness my hand and official seal.

My Commission Expires: _________________________

EXHIBIT 1

TO PROPOSED

SIXTH AMENDMENT TO DECLARATION

TABLE OF ALLOCATED INTERESTS

EXHIBIT 2

TO

PROPOSED

SIXTH AMENDMENT TO DECLARATION

EXHIBIT E

Units 5101, 5102, 5103, 5201, 5202, 5203 5204 and 5205.

Vacation Estates in Units 5102, 5103, 5203, 5205 are comparable.

Vacation Estates in Units 5101, 5201, 5202, 5204 are comparable.

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