Pamela Prindle

[COMPANY NAME] [Company address]

DISCLOSURE STATEMENT FOR HACIENDA

CLUB AT ANGEL FIRE, A CONDOMINIUM

Disclosure Statement Summary

Name of Property: Hacienda Club at Angel Fire, a Condominium

Name of Project: 25 Spyglass Hill, Angel Fire New Mexico 87710

Name of Sales Person:

This Disclosure Statement contains information which deserves your careful study. The

Disclosure Statement contains answers to the following questions which should be

particular importance to you.

Before you sign any contract which obligates you to purchase a time share, you should

consider:

1. When will my time share be available to me:

May 2004

2. What will be my total cost, including my initial cost, periodic fees and other charges?

Purchase Price:

Reserve Payment:

Assessment:

Cleaning Fee:

Total:

3. Who may change these charges and how?

Hacienda Club at Angel Fire Condominium Association.

4. How will the time share project be maintained in the future?

See Disclosure Statement, Section 9

5. When will each amenity and recreation facility (swimming pool, golf course, tennis

courts, etc.) be available for my use?

See Disclosure Statement Section 16.

6. Will I be able to exchange my time share for a time share somewhere else? If so,

how?

No

7. How and when will the title to my time share be recorded?

See Disclosure Statement Section 13.

Exhibit “A”

Hacienda Club At Angel Fire

Rules, Regulations and Reservation Procedures

These Rules, Regulations and Reservation procedures (Rules), are promulgates and

effective as of the ____ day of _______, 2002 (Effective Date).

These Rules govern the reservation, use and occupancy of the Club Residences of Hacienda

Club at Angel Fire, a Condominium located in Angel Fire, New Mexico (Project). They shall

remain in effect until amended by the Board of Directors of Hacienda Club at Angel Fire

Association (Association), and shall apply to and be binding upon all Members and

Occupants. Members and Occupants shall at all times comply with these Rules and use their

best efforts to ensure that such Rules are fully and faithfully observed by other Members

and Occupants. These Rules are subordinate to the Declaration for Hacienda Club at Angel

Fire, as the same may be amended from time to time (the “Declaration”). In the event of any

conflict between these Rules and the Declaration, the Declaration shall control.

1. Definitions.

Unless otherwise specifically defined in these Rules, all terms used in these Rules having

the meanings given to them in the Declaration. Certain key definitions contained in the

Declaration are also set forth below, together with some additional definitions.

1.1 Club Residence: A Unit within the Project.

1.2 Club Year: The period from October 1st each year to September 30th of the

succeeding year.

1.3 Designated Season: with respect to use of Hacienda Club at Angel Fire by a Member,

the seasons into which each calendar year is divided, pursuant to the Rules, during

which periods Members may use and occupy units in the manner set forth in the

Declaration and the Rules.

1.4 Managing Agent: a person, firm, corporation or other entity employed or engaged as

an independent contractor pursuant to a Management Agreement to perform

management services for the Association. The Managing Agent for the Project is

currently Hacienda Club Real Estate.

1.5 Member: the Owner vested with legal title to an Interval, his or her spouse and

dependent children under the age of 24. If the Owner of a Club Interest is not an

individual (i.e. a corporation, partnership, joint venture, limited liability company or

other association, or a trust), then the owner shall designate on the form as

designated by the Managing Agent one individual as the beneficial user who shall be

considered the “Member” with respect to such Interval for the applicable Calendar

Year. The designated beneficial user may be changed no more frequently than

annually, upon written notice thereof by the owners to the Managing Agent.

1.6 Occupant: any member of a Member’s family, or a Member’s guests and invitees

who occupy a Club Residence or are on the Common Elements of the Project for any

period of time.

1.7 Planned Vacation: those pre-reserved Club Weeks when a Member can use his or

her Club Residence(s) or send Sponsored Guests to use those Club Residence(s) at

no additional occupancy charge, except for the published housekeeping fee (if

applicable). Member may reserve up to forty-two (42) days of Planned Vacations (6

Club Weeks) each Club Year, for a total of twenty-one (21) days in the Fall/Winter

Season and twenty-one (21) days in the Spring/Summer Season, divided as follows:

(i) a “First”, “Second” and “Third” Planned Vacation, each a maximum of seven (7)

days in length, during the Fall/Winter Season; and (ii) a “First” , “Second” and “Third”

Planned Vacation, each a maximum of seven (7) days in length, during the

Spring/Summer Season. Any Member who reserved a Planned Vacation that is less

than seven (7) days in length shall be deemed to have used the entire Club Week for

which the reservation was made. A Member may cancel a Planned Vacation in

accordance with §2.3.2 below. Fall/Winter Season Planned Vacation may be

reserved only during the Planned Vacation Reservation Period and Planned Vacation

Additional Reservation Period for the Fall/Winter Season, and Spring/Summer

Season Planned Vacation may be reserved only during the Planned Vacation

Reservation Period and Planned Vacation Additional Reservation Period for the

Spring/Summer Season.

1.8 Planned Vacation Additional Reservation Period: the period just prior to the Winter

Season or the Summer Seasons, as applicable, after Planned Vacations have been

scheduled and confirmed by the Managing Agent and before Space Available

Vacations or reserve, during which Members can reschedule their Planned Vacations

or reserve their First, Second and/or Third Planned Vacations during the applicable

season if such Members did not or were unable to reserve a First, Second or Third

Planned Vacation Additional Reservation Period for the Winter Season is the fifteen

(15) day period from August 1st to August 15th of each year. The Planned Vacation

Additional Reservation Period for the Summer Season is the fifteen (15) day period

from March 1st to March 15th.

1.9 Planned Vacation Reservation Periods: (i) the forty-five (45) day period from June 1st

to July 15th of each calendar year, during which Members can reserve their Planned

Vacations for the upcoming Winter Season; and (ii) the forty-five (45) period from January

1st to February 15th of each calendar year, during which Members can reserve their

Planned Vacations for the upcoming Summer Season.

1.10 Reservation Form: the form or forms published by the Association from time to

time, and used by Members to request Planned Vacation dates. The Reservation Form

shall provide each Member with the ability to select at least three (3) alternative dates

for each Planned Vacations, so that if a Member does not receive his or her choice of a

Planned Vacation , such Member may then receive his or her second or third choice,

without submitted another Reservation Form.

1.11 The Reservation Priority Group Letter: The letter assigned to each Interval at

Closing is permanent and is used by the Managing Agent to allocate Planned Vacations

when the request Reservations exceeds the number of Club Weeks available in a

Residence during that time period. Within each Club Residence, the priority of each

Reservation during that time period. Within each Club Residence, the priority of each

Reservation Priority Group Letter rotates forward each year to equitably allocate Planned

Vacations to all members. The rotation is set forth on Exhibit “A” attached hereto. For

example, for the 2002-2003 Winter Season, Reservation Priority Group Letter A will have

the first reservation priority for the First Planned Vacation, Reservation Priority Group

Letter B will have the second reservation priority for the First Planned Vacation, etc. For

the 2003-2004 Winter Season, Reservation Priority Group Letter H will have the first

reservation priority for the First Planned Vacation, Reservation Priority Vacation,

Reservation Priority Group Letter A will have the second reservation priority for the First

Planned Vacation, etc. For the 2003 Summer Season, Reservation Priority Group Letter

H will have the first reservation priority for the First Planned Vacation, Reservation

Priority Group Letter G will have the second reservation priority for the First Planned

Vacation, etc. For the 2004 Summer Season, Reservation Priority Group Letter G will

have the first reservation priority for the First Planned Vacation, Reservation Priority

Group Letter F will have the second reservation priority for the First Planned Vacation,

etc. The priority among Member in the same Club Residence Category with the same

Reservation Priority Group Letter is determined on a first-come, first served basis.

1.12 Sleeping Capacity: the maximum number of persons permitted to lodge in a

Residence. The Sleeping Capacity of a Club Residence is the number of beds times two,

plus the number of sleeper sofas times two.

1.13 Space Available Vacation: Access to and usage of a Club Residence that each

Member has on a space-available basis. Members can lodge in a Club Residence during

any Space Available Vacation for periods of up to seven (7) days. Each Member can have

only one (1) Space Available Vacation reservation on the Project reservation books at a

time (except as detailed in this §1.13). Starting on September 1st of each calendar year,

Members may reserve Space Available Vacations during the remainder of the Fall/Winter

Season. Starting on April 1st of each calendar year, Members may reserve Space

Available Vacations during the remainder of the Summer Season. Each Member can

request one (1) additional Space Available Vacation within five (5) days of the desired

arrival date. All space Available Vacation requests will be processed on a first-come, first-

served basis.

1.14 Sponsored Guest: any guest who lodges at a Club Residence without a Member

during such Member’s Planned Vacation, at no additional occupancy charge, or who

lodges at a separate Club Residence during a Member’s Planned Vacation at the same

time such member is using another Club Residence. A Member requesting lodging for a

Sponsored Guest (Sponsoring Member) must provide the Managing Agent with written

notice of the Sponsored Guest’s name, address and telephone number at least fourteen

(14) days prior to such Sponsored Guest’s arrival so that the Managing Agent can send a

notice to that Sponsored Guest, confirming the terms of his or her stay at Hacienda Club.

Members may request and are permitted to have more than one (1) Club Residence

occupied by Sponsored Guests at a given time. Sponsored Guests are required to pay all

applicable housekeeping fees unless payment has been arranged in advance by the

Sponsoring Member. The Sponsoring Member is responsible for any unpaid charges

incurred by the Sponsored Guests and for any damages to Project facilities caused by

such Sponsoring Member’s Sponsored Guest. The number of persons lodged with a

Sponsored Guest in a Club Residence cannot exceed the Sleeping Capacity of that Club

Residence.

1.15 Spring/Summer Season: April 1 to September 30 of each year.

1.16 Fall/Winter Season: October 1 to March 31st of each year.

2. Reservation Procedures.

These Project reservation procedures have been designed to insure that all Members

have equal access to Club Residences and have been carefully formulated in an

attempt to be fair and equitable to all Members. Each Member is allowed to use the

Project for: (a) three (3) Planned Vacations during the Fall/Winter Season; (b) three

(3) Planned Vacations during the Spring/Summer Season; and (c) such Space

Available Vacations as may be reserved in accordance with the rules for making such

reservations set forth below. Each Planned Vacation will be for a Club Week of a

maximum of seven (7) days. All arrivals and departures shall occur between or on

Saturday, i.e. each seven (7) day period begins and ends of Saturday. Exceptions to

the arrival and departure times may be made at any time by the Managing Agent.

As permitted in the Declaration and Bylaws, the Board of Directors of the Association

reserves the right to alter these Project Reservation Procedures from time to time as

conditions warrant in order to assure a manageable and fair system.

Although the Deed to each Interval will show a specific Club Residence, Members

may be assigned to any Club Residence at Check-In Time.

2.1 Fall/Winter Season.

2.1.1 Fall/Winter Season Planned Vacations.

2.1.1.1 Reservation Forms. Prior to June 1st of each year, the Managing Agent will

provide to all Members, a Planned Vacation Reservation Form, requesting that Members

select First, Second and Third Planned Vacations dates for the following Fall/Winter

Season. The priority of each Reservation Priority Group Letter will be noted on that form

by the Managing Agent. If the Planned Letter will be noted on that form by the Managing

Agent. If the Planned Vacation Reservation Form for the Winter Season is not received by

the Member by June 14th, the Member should immediately notify the Managing Agent.

Fall Planned Vacation Reservations do not require a priority group letter.

Prior to July 15th of each year, Members must return the completed Planned Vacation

Reservation Forms for the Fall/Winter Season to the Managing Agent. It is the Member’s

responsibility to complete and return the Planned Vacation Reservation form by July 15th

to preserve priority rights for the upcoming Winter Season. Planned Vacation Reservation

Forms received after July 15tth will be considered on a first-come, first-served basis after

all Planned Vacation Reservation Forms received in a timely manner have been

processed.

2.1.1.2 Priority Assigned Club Weeks. After July 15th of each year, the Managing Agent

allocated the Planned Vacations for the Winter Season as follows:

First Planned Vacation- Members are confirmed for a maximum of seven (7) days based

on their requests and their Reservation Priority Group Letters. When demand for certain

dates exceeds lodging supply, the Member with the Reservation Priority Group Letter

with the highest reservation priority (i.e. starting with the Reservation Priority Group

Letter with the first reservation priority and ending with the Reservation Priority Group

Letter with the last reservation priority) for such year as shown on Exhibit “A” will be

confirmed.

Second Planned Vacation- After the First Planned Vacations are confirmed for Members,

reservations are confirmed for up to seven (7) additional days. When demand for certain

dates exceed lodging supply, the Member with the Reservation Priority Group Letter with

the highest reservation priority for such year as shown on Exhibit “A” will be confirmed.

2.1.1.3 Written Confirmation. By August 1st of each year, the Managing Agent shall

provide written confirmation of the Planned Vacations for the Winter Season to each

Member. Additionally, a reservation calendar will be provided indicating which dates

have been reserved by members and which are still available.

2.1.1.4 Rescheduling and Reserving Planned Vacations. From August 1st through August

15th of each year, Members who desire to reschedule a confirmed Planned Vacation or

to reserve their First or Second Planned Vacation may contact the Managing Agent to

request to reschedule and/or reserve such Planned Vacation during the Winter Season.

When demand for certain Planned Vacation dates exceeds lodging supply, requests will be

processed on a first-come first-served basis. By September 1st of each year, the Managing

Agent will provide written confirmation of the Planned Vacations for the Winter Season to

each Member and a revised reservation calendar indicating which dates have been reserved

by Member and which are still available.

2.1.2 Fall/Winter Season Space Available Vacations. Starting on September 1st of each

year, Members may reserve Space Available at any time during the remainder of the

Fall/Winter Season. All Space Available Vacation request will be processed on a first-come,

first-served basis.

2.2 Spring/Summer Season.

2.2.1 Spring/Summer Season Planned Vacations.

2.2.1.1 Reservation Forms. Prior to January 1st of each year, the Managing Agent will

provide to all Members, a Planned Vacation Reservation Form, requesting that Member

select First, Second, Third Planned Vacation dates for the following Summer Season. The

priority of each Reservation Priority Group Letter will be noted on that form by the Managing

Agent. IF the Planned Vacation Reservation Form is not received by the Member by January

14th, the Member should immediately notify the Managing Agent. Spring Planned Vacation

Reservations do not require a priority Group Letter.

Prior to February 15th of each year, Members must return the completed Planned Vacation

Reservation Forms for the Summer Season to the Managing Agent. It is the Member’s

responsibility to complete and return the Planned Vacation Reservation Form by February

15th to preserve priority rights for the upcoming Summer Season. Planned Vacation

Reservation Forms received after February 15th will be considered on a first-come, first-

served basis after the Planned Vacation Reservation Forms received in a timely manner

have been processed.

2.2.1.2 Priority Assignment of Club Weeks. After February 15th of each year, the Managing

Agent allocates the Planned Vacations for the Summer Season as follows:

First Planned Vacation- Members are confirmed for a maximum of seven (7) days based on

their requests and their Reservation, Priority Group Letters. When demand for certain dates

exceeds lodging supply, the Member with the Reservation Priority Group Letter with the

highest reservation priority for such year as shown on Exhibit “A” will be confirmed.

Second Planned Vacation- After the First Planned Vacation is confirmed for Members,

reservations are confirmed for up to seven (7) additional days. When demand for certain

dates exceeds lodging supply, the Member with the Reservation Priority Group Letter with

the highest reservation priority for such year as shown on Exhibit “A” will be confirmed.

2.2.1.3 Written Confirmation. By March 1st of each year, the Managing Agent shall provide

written confirmation of the Planned Vacations for the Summer Season to each Member.

Additionally, a reservation calendar will be provided indicating which dates have been

reserved by which members and which periods are still available.

2.2.1.4 Rescheduling and Reserving Planned Vacations. From March 1st through March 15th

of each year, Members who desire to reschedule a confirmed Planned Vacation or to reserve

their First or Second Planned Vacation may contact the Managing Agent to request to

reschedule and/or reserve such Planned Vacations during the Spring/Summer Season.

When demand for certain dates exceeds lodging supply, requests will be processed on a

first-come, first-served basis. By April 1st of each year, the Managing Agent will provide

written confirmation of the Planned Vacations, for the Spring/Summer Season to each

Member and a revised reservation calendar indicating which dates have been reserved by

Members and which are still available.

2.2.2 Spring/Summer Season Space Available Vacations. Starting on April 1st of each year,

Members may reserve Space Available Vacations at any time during the remainder of the

Spring/Summer Season. All Space Available Vacation requests will be processed on a first-

come, first-served basis.

2.3 Miscellaneous.

2.3.1 Reservation Request. Except as otherwise provided herein, all written Reservation

Forms and requests shall be provided to the Managing Agent in the manner required by the

Managing Agent at the following address, or at such other address as the Managing Agent

designates from time to time by written notice to all members:

Hacienda Club at Angel Fire

P.O. Box 410

Angel Fire, NM 87710

Fax: 505-377-1569

Attention: Reservations

2.3.2 Cancellation/Failure to Cancel.

2.3.2.1 Planned Vacations. If a Member wishes to cancel a Planned Vacation, but retain the

usage right associated with the cancelled Planned Vacation, a written request for

cancellation must be received by the Managing Agent at least fourteen (14) days prior to the

Member’s scheduled arrival at the Project. If the notice of cancellation is received in writing

at least fourteen (14) days prior to the scheduled arrival, the cancelling Member is entitled

to request the reservation of another Club Week in the same Club Year on a space-available

basis, but there is no guarantee that a canceling Member will be able to secure another

reservation in that same Club Year. If the notice of cancellation is not received in writing at

least fourteen (14) days prior to the scheduled arrival, the Managing Agent will deem all of

the Planned Vacation days for which proper notification was not received to have been used.

If a Member wished to cancel a portion, but not all, of a Planned Vacation a written request

for cancellation of such portion must be received by the Managing Agent at least thirty (30)

days prior to the Member’s scheduled arrival at the Project or the Member will be required to

pay a fee set by the Board of Directors based upon the rate charged to Sponsored Guests

pursuant to Section 5.3, below for reserved but unused time for which proper notification

was not received.

2.3.2.2 Space Available Vacations. If a Member fails to check in at the Project for a Space

Available Vacation, without giving notice to the Project’s Managing Agent at least fourteen

(14) days prior to such Member’s scheduled check-in, or if the Space Available Vacation

reservation was made less than fourteen (14) days prior to such Member’s scheduled

check-in, at least seventy-two (72) hours prior to such Member’s scheduled check-in, the

Member must pay a fee set by the Board of Directors based upon the rate charged to

Sponsored Guests pursuant to Section 5.3, below for reserved but unused time for which

proper notification was not received.

2.3.3 No Carry Forward of Use Rights. If, for whatever reason, a Member or Occupant does

not use all of the Club Week(s) that such Member is entitled to reserve or use in each Cub

Year, the unused time cannot be accumulated and carried forward for future use at the

Project. Such Member remains responsible to comply with all of the provisions of the

Condominium Documents, including but not limited to the payment of all Assessments and

other amounts levied by the Association against his or her Interval.

2.3.4 Exchanges. Members may exchange their confirmed Planned Vacations or Space

Available Vacations with other Members. Members will be provided a reservation calendar

after Planned Vacations have been confirmed, for the Fall/Winter Seasons and

Spring/Summer Season, respectively. Exchanges may be arranged directly between

Members; provided, however, written notice of an exchange must be provided to the

Managing Agent at least Fourteen (14) days prior to the arrival date of the Member using the

earliest Planned Vacation or Space Available Vacation involved in the exchange. The

Managing Agent encourages and will make all reasonable efforts to facilitate such

exchanges between members. Such facilitation may include, without limitation, an Internet

website for the exclusive use of Members seeking such exchanges.

3 Transfers

All transfers of Intervals within the Project shall be governed by the terms, conditions and

restrictions contained in the Declaration. After the initial transfer of a Club Interest by the

Declarant, immediately upon any subsequent transfer of such Club Interest as permitted by

the Declaration, the transferee Member shall give written notice thereof, by registered or

certified mail, to the Managing Agent. The written notice shall state the name and address of

the transferee and shall be accompanied by a non-refundable administrative fee of one

hundred dollars ($100.00). Said notice shall also be accompanied by a true and correct

copy of the applicable recorded deed pursuant to which title is vested in the new Member.

4 Payment of Assessment and Other Fees.

Payment of the annual Assessment shall be due in four (4) quarterly installments on January

1, April 1, July 1 and October 1 of each year. The Association shall bill each Member

quarterly, and shall (if necessary) provide an estimate of any Club Assessment that will be

due prior to the commencement of a Member's Planned Vacation or Space Available

Vacation, at the time that a reservation request is made for such vacation. A Member's

failure to receive a bill shall not excuse payment of an installment. Failure to pay an

installment within thirty (30) days of its due date shall result in the addition of a late fee in

the amount of five percent (5%) of the unpaid fee. All unpaid installments and late fees shall

bear interest at the rate of eighteen percent (18%) per annum until the unpaid

installment(s), late fees and accrued and unpaid interest are paid.

5 Occupancy of Club Residences.

5.1 Check-In and Check-Out Time. During Planned Vacations, check-in time shall be 4:00

p.m. (Check-In Time) Saturdays, the first day of any Club Week. All Members and Occupants

shall vacate and remove all personal belongings from their Club Residences no later than

11:00 a.m. (Check-Out Time) on the last day of their reserved Club Week. The five (5) hour

period between Check-Out Time and Check-In Time is to permit the routine cleaning and

maintenance of Club Residences by the Association. However, a Member or Occupant who

has reserved or is otherwise entitled to consecutive Club Weeks in the same Club Residence

shall not be required to vacate his or her Club Residence during the period of time between

such check-out and check-in times.

5.2 Housekeeping Services. Full housekeeping services will be provided twice a week, once,

prior to the start of the week, and again, mid-week. If a Member or Occupant desires

additional housekeeping services, or causes additional cleaning or housekeeping services to

be required over and above that which would ordinarily be provided, then such Member or

Occupant will be charges fees for such additional services.

5.3 Guests and Tenants. Members may rent only their Planned Vacation Weeks under the

following conditions: each tenant will be a sponsored Guest; Member may not rent Space

Available Reservations; Member may not rent to a number of guests in excess of the

Sleeping Capacity for Member's Club Residence, and Member shall be responsible for all

financial obligations incurred by such persons at the Project. Each Member shall notify the

Managing Agent in writing of the arrival and departure dates for any Sponsored Guests.

Upon check-in at the Project, such Sponsored Guests shall present identification in a form

acceptable to the Managing Agent, together with written authorization to enter and use such

Member's Club Residence for the Club Week(s) in questions. The Managing Agent, in its

discretion, may decline access to such Club Residence in the event adequate identification

is not provided.

5.4 Keys. Each Member and Occupant shall return to the Managing Agent upon check-out all

keys to his or her Club Residence. Members and Occupants shall be responsible for all lost

keys and all costs and charges incurred by the Association to replace lost keys and replace

or repair locks. No Member or Occupant shall alter any lock or install a new lock on the door

of any Club Residence or Common Element within the Project.

5.5 Emergencies. In case of an emergency originating in or threatening the condition of any

Club Residence, Common Element or Club Furnishing, or the health or safety of any person,

the Board of Directors, through an authorized representative thereof, including but not

limited to the Managing Agent, shall have the right to enter any Club Residence for the

purpose of remedying or abating such emergency. In order to facilitate such right of entry,

the Board of Directors and the Managing Agent may retain a pass key to each Club

Residence within the Project.

6 General Use Restrictions.

6.1 Personal Property. Except in areas that may be designated for such purpose by the

Board of Directors or the Managing Agent (such as the Project's long term clothing and

equipment storage facility), the personal property of all Members and Occupants shall be

stored within their Club Residence during their period of occupancy. The Managing Agent

shall not be responsible for any belongings left by a Member or Occupant in an

undesignated location.

6.2 Storage in Common Elements. No Member or Occupant shall place or store baby

carriages, playpens, toys or furniture on any part of the Common Elements, except in those

area that may be expressly be provided for such purpose. No Member shall store or leave

any boats, trailers, bicycles, mobile homes or other recreational vehicles anywhere within

the Project, except in such areas, if any, as may specifically be designated for such items

and as expressly approved in advance by the Managing Agent or the Association.

6.3 Prohibited Activities.

6.3.1 No Member or Occupant shall allow anything whatsoever to fall from the windows,

patios, decks, balconies, entry ways or doors of the Project, nor shall he or she sweep or

throw from his or her Club Residence any first or other substances outside of his or her Club

Residence or in the Common Elements of the Project.

6.3.2 No Member or Occupant shall direct, supervise or in any manner attempt to assert

control over the employees or other agents of the Managing Agent or the Association.

6.3.3 No Member or Occupants of a Club Residence shall make or permit any disturbing

noises or offensive odors, nor do or permit anything that will interfere with the rights,

comfort or convenience of the other Members and Occupants. No Member or Occupant of a

Club Residence shall play upon or suffer to be suffer to be played upon any musical

instrument, or operate or suffer to be operated a stereo, television, radio or sound amplifiers

in his or her Club Residence in such manner as to disturb or annoy other Members or

Occupants. All Occupants of a Club Residence shall lower the volume as to the foregoing

items from 10:00 p.m. to 8:00 a.m. The Board of Directors and Managing Agent shall have

the right to abate all nuisances in or about the Project.

6.3.4 No radio, television installation or other wiring shall be made without the prior written

consent of the Board of Directors or the Managing Agent.

6.3.5 No barbeque grills of any type may be used on balconies, within Club Residences or on

the Common Elements except in areas specifically designated for such use if any.

6.3.6 No flammable, combustible, explosive or otherwise dangerous fluid, chemical or other

substance shall be kept in any Club Residence, except such as are required for normal

household use.

6.3.7 Water shall not be left running for any unreasonable or unnecessary length of time.

6.3.8 No Project service may be used and no Club Residence may be occupied by minors

(persons under the age of 21) unless accompanied by an adult.

6.4 Disposal of Refuse. Refuse and bagged garbage shall be deposited only in such areas

as are expressly provided therefor.

6.5 Conduct of Occupants. Member and Occupants shall be responsible shall be responsible

for the conduct of members of their families, their guests, tenants, invitees and licensees.

Members or Occupants shall ensure that such persons’ behavior is neither offensive to any

Member or Occupant nor damaging to any Club Residence or portion of the Common

Elements or Club Unit Furnishings.

6.6 Complainants; Violations. Complaints regarding the operation and maintenance of the

Project and violations of these Rules, Regulations, and Procedures should be made or

reported, in writing, to the Managing Agent or the Board of Directors.

6.7 Pets. No pet or animal of any kind may be kept in any Club Residence or elsewhere

within the Project, except properly licensed and certified service animals for disabled

persons.

6.8 Smoking. No smoking is permitted in the Club Residences.

6.9 Parking. No parking shall be permitted within the Project, except in designated parking

areas.

6.10 Noncompliance. A Member who does not comply or a Member whose Occupant does

not comply, with these Rules, or a Member who misuses any other rights or other benefits

granted to such Member by virtue of his or her status as a Member specifically including, but

not limited to, misuse of membership credentials, shall be subject to suspension and loss of

privileges granted to Members for up to one (1) year or such other short period of time as

reasonably determined by the Association.

6.11 Past Due Balance. Any member who’s not current on their membership dues shall not

be allowed to use their Allotted Weeks nor shall they be allowed reserve weeks for the next

reason until such time as the member is current on all dues owed.

Exhibit “B”

Management Agreement

This Management Agreement (agreement) is made and entered into this day of

_____________, 2002, by and between Michael A Tavelli and Gerald S. Halpern, d/b/a

Hacienda Club Real Estate (Manager) and Hacienda Club at Angel Fire Condominium

Association, a New Mexico nonprofit corporation (Association).

Recitals:

Responsibility for the maintenance, repair, replacement, restoration, improvement,

operation, and administration of Hacienda Club at Angel Fire, a Condominium (Club) is

vested in the Association, pursuant to the Declaration for Hacienda Club at Angel Fire, a

Condominium (Declaration); and

The Association has determined to delegate certain of said responsibilities to the Manager,

and the Manager is prepared to accept such engagement upon the terms and subject to the

conditions set forth herein.

In consideration of the mutual covenants contained herein and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties

hereto hereby agree as follows:

Agreement

1. Definitions. Unless the context otherwise requires, the capitalized terms used in this

Agreement shall have the meanings ascribed to them in the Declaration.

2. Engagement of Manager. The Association hereby engages the Manager as an

independent contractor to perform or arrange for the performance of the services

described herein, and the Manager hereby accepts such engagement and agrees to

perform or arrange for the performance of such services on the terms and conditions

herein set forth. The Manager acknowledges its fiduciary relationship with, and

responsibilities to, the Association and each of its members, and agrees at all times

during the term hereof to act in good faith and to exercise sound business judgement

in the performance of its duties and responsibilities hereunder.

3. Subcontractors/Assignees of Manager. The Association hereby agrees that the

Manager shall have the right to assign or delegate certain rights, benefits, duties,

and responsibilities or services described herein to other entities or persons

(Subcontractors) whether or not such entities or persons are related to the Manager.

The Association also agrees that it shall be responsible for the payment of the costs

and fees charges by the Subcontractors or assignees and that such charges and fees

are in addition to the Management Fee described in Paragraph 8 herein.

4. Term

4.1 Initial Term; Renewability. Except as otherwise expressly provided herein, this

Agreement shall have an initial term of five (5) years, commencing on the date

hereof, and shall be automatically renewed for successive five (5) year periods

thereafter unless written notice of non-renewal is given by either party hereto not

later than ninety (90) days prior to the end of any such five (5) year period.

4.2 Resignation of Manager. Upon ninety (90) days’ prior written notice to the Association

of its intention to resign hereunder, the Manager may cancel this Agreement, without

cause, whereupon the mutual rights and obligations of the parties hereunder shall

cease forthwith. Manager’s resignation shall be effective at the end of such ninety

(90) day notice period. In the event the Association has in good faith exercised

reasonable efforts during such ninety (90) day period to enter into a new

Management Agreement with respect to the Club but have failed to enter into a new

Management Agreement, this Agreement shall continue in full force and effect for an

additional sixty (60) day period.

4.3 Surrender of Records. On or before the effective date of any termination hereof or

the Manager’s resignation hereunder, the Manager shall surrender to its successor

all books, records, accounts, and other items in its possession, custody, or control

with respect to the Club or the Association, provided however, Manager shall be free

to copy and keep all such books, records, accounts and other items it deems

reasonably necessary.

5 Delegation of Powers and Duties. All of the powers and duties of the association as set

forth in the Declaration and the Bylaws of the Association (except such thereof as are

statutorily required to be exercised by the Associations Board of Directors (“Board”) or its

members) are hereby delegated by the Association exclusively to the Manager, and the

Manager shall perform or arrange for the performance of, by way of illustration and not

of limitation, the following services as often as is reasonably required for the proper

management and operation of the Club and administration of the Association.

5.1 Agents and Subcontractors of Manager. The Manager shall cause to be hired, paid,

supervised, and dismissed such personnel or Subcontractor as the Manager deems

necessary for the maintenance and operation of the Club and the administration of the

Association, including a minimum of one (1) person who shall be designated as the

“Resident Manager”. The Association hereby acknowledges its responsibility for the

payment of any and all wages, or other compensation due to all such individuals or

Subcontractors.

5.2 Maintenance and Repairs; Entry into Condominiums. The Manager shall arrange for

the regular cleaning, maintenance, repair, replacement, and restoration of the

Condominium Unit, the Club Unit Furnishings, and the Common Elements, together with

any additions or alterations thereof, as needed in the reasonable discretion of the

Manager, and/or as directed to do so by the Board. To the extent practicable, all

maintenance, repairs, replacements, additions, and/or changes to the interior of a

Condominium Unit shall be performed at the time when such Condominium Unit is

vacant, whether at the end of a Club Week or during a reserved maintenance period for

the particular Condominium Unit in question. If it becomes necessary, in the judgement

of the Manager, to perform maintenance or repairs within a Condominium Unit Prior to

the end of the Club Week then in progress in order to prevent reasonably foreseeable

personal injury or imminent damage to any of the Condominium Units, Common

Furnishings, Common Elements, or the personal belongings of any Condominium Unit

Occupant, and if such work cannot be performed while the Condominium Unit is

occupied, in the judgement of the Manager, then the Manager shall exercise reasonable

efforts to relocate the Condominium Unit Occupant(s) of such Condominium Unit for the

duration of such displacement to such reasonably comparable nearby accommodations

as possible, at the Association’s expense, to the extent so required by the Declaration.

With respect to any one (1) repair, replacement, or restoration, the expense incurred

by the Manager, on behalf of the Association, shall not exceed Ten Thousand Dollars

($10, 000.00), unless such expense is specifically set forth in the then-current

Association budget or otherwise authorized in writing by the Board; provided, however,

that in the case of an emergency, the Manager is authorized to expend any reasonable

amount necessary to protect and preserve the Club or any portion thereof. For purposes

of this sub-paragraph (b) all expenses incurred by the Manager, on behalf of the

Association, during any twenty-one (21) day period and paid to any single person or an

affiliate thereof, shall be considered to be a single expense unless clearly demonstrated

by the Manager to the contrary.

In addition to the foregoing, the Manager shall have the right to enter into any

Condominium Unit for the purpose of abating any nuisance or any unlawful or prohibited

activity being conducted therein.

5.3 Compliance with Applicable Laws. The Manager shall at all times during the term

hereof comply fully with all applicable statutes, ordinances, rules and regulations, as

each may be amended from time to time. The Manager shall obtain and keep in full

force and affect all permits, licenses, and authorizations required for the maintenance,

repair, replacement, restoration, improvement, operation, and administration of the

Association.

5.4 Service Contracts. The Manager shall enter into contracts, on behalf of the

Association, for garbage and trash removal, heating and air-conditioning maintenance,

hot tub maintenance, landscaping, telephone service, cable television service, pest

control, and such other services as it deems necessary or appropriate for the property

maintenance and operation of the Club. Except upon the approval of the Board, the

Manager hereby agrees not to enter into any contract on behalf of the Association with

an initial term in excess of one (1) year or which does not permit termination of the

contract by the Association upon no more than thirty (30) days’ written notice.

5.5 Supplied. The Manager shall purchase or lease, for and on behalf of the Association,

all such equipment, tools, vehicles, appliances, goods, supplies, furniture, and other

materials, as are deemed reasonably necessary or appropriate to enable the Manager to

perform its duties hereunder.

5.6 Insurance. The Manager shall procure and maintain in effect, on behalf of the

Association, insurance as required by the Declaration and the Association’s Bylaws and

other applicable documents (“Documents”), and shall perform such other duties in

connection therewith as delegated to the Association by the Declaration and the

connection therewith as are delegated to the Association by the Declaration and the

Bylaws or as directed by the Board. Among other things, the Manager, in its sole

discretion, shall adjust all claims arising under such insurance policies, bring suit

thereon and deliver releases upon payment of claims, otherwise exercise all of the rights,

powers and privileges of the insured parties, and receive, on behalf of the insured

parties, all insurance proceeds, subject to the provisions of the Declaration. Insurance

policies shall name of the Manager as an additional insured or co-insured.

5.7 Association’s Records. The Manager or its Subcontractors shall maintain all books

and records of the Association as required by the Documents and applicable law,

including but not limited to detailed and accurate records of the Association’s receipts

and disbursements, an individual account for each Owner designating such Owner’s

name and address and the amount of any Assessments or other amounts paid by and/or

due from such Owner, minutes of all Association and Board meetings (including

committees thereof), correspondence, amendments to the Documents, and a list of the

names and current mailing addresses of all Owners and their First Mortgagees, which list

shall be updated no less frequently than quarterly. Except as otherwise provided in the

Bylaws and except as necessary to implement rights and privileges of membership in the

Association, the Manager shall not publish or furnish the name or address of any Owner

to any other Owner or authorized agent thereof unless the Owner whose name and

address are requested first approves such disclosure in writing. All books and financial

records related to the Club or the Association shall be maintained in accordance with

sound accounting principles. To the extent required by applicable stature, rules, or

regulation, the Manager shall make the Association’s accounting records and the

minutes of all Association and Board meetings available for inspection and reproduction

by the members, at reasonable times; provided, however, that the Manager may charge

a member or his authorized representative such reasonable reproduction fee as the

Board from time to time establishes.

5.8 Finances of Association. The Manager shall supervise the preparation of, and submit

to the Board, within one hundred twenty (120) days after the close of the each fiscal

year, a complete set of financial statements of the Association for the previous fiscal

year as required by applicable law and/or the Association’s Bylaws, and shall ensure that

copies thereof are furnished to each Officer of the Association and made available for

copies thereof are furnished to each Officer of the Association and made available for

inspection by members of the Association at reasonable times in the office of the

Manager.

5.9 Annual Budget. The Manager shall arrange for the preparation and submission of a

proposed operating and capital improvement budget and schedule of Assessments to

the Board for its review and approval at least sixty (60) days prior to the commencement

of each fiscal year, taking into consideration all applicable provisions of the Documents.

The Manager shall also mail or deliver a copy of said budget to each Owner in

accordance with the requirements of applicable law and/or the Association’s Bylaws.

5.10 Collection of Assessments. Based upon the annual budget submitted to and

approved the Association each fiscal year, the Manager shall bill and attempt to collect

from the Owners, on behalf of the Association, all Assessments, ad valorem and other

taxes, and any other amounts due and owing the Association or a third party pursuant to

the provisions of any applicable law or the documents. The Manager shall be responsible

for collecting any delinquent amounts on behalf of the Association, utilizing such means

as may be established by law or the documents. All funds collected from the

Association’s members or otherwise accruing to the Association shall be deposited by

the Manager in one (1) or more federally insured bank accounts in the name of the

Association, as herein provided, and shall not be commingled with funds of others. The

Manager shall at all times during the term hereof maintain accurate and detailed records

of all receipts into and disbursements from such account(s). The Association shall aid

and assist the Manager in collecting Assessments and other amounts in any reasonable

manner requested by the Manager.

5.11 Payment of Obligations. The Manager shall arrange for the payment of all of the

Association’s authorized financial obligations, to the extent of available Association

funds.

5.12 Manager’s Records. The Manager shall maintain records sufficient to reflect the

performance of its services hereunder, and such financial books and records sufficient

in accordance with sound accounting principles, to identify the source of all funds

collected by it, on behalf of the Association, and the disbursement thereof. To the extent

required by applicable stature, rule or regulation, copies of such records shall be kept at

the office of the Resident Manager and shall be available for inspection by Owners or

their authorized representatives’ at all reasonable times.

(a) Attendance at Meetings. The Manager shall cause a representative thereof to attend

all Association and Board meetings and represent the Association and the members

thereof in such manner as the Board may direct, including but not limited to the casting

of votes on the Association’s and/or individual members’ behalf. It is agreed that the

minutes of all Association meetings shall be taken by the Association’s Secretary,

although the Manager shall obtain a copy of such minutes.

(b) Rules and Regulations. The Manager shall recommend proposed Rules and

Regulations to the Board and ensure that a copy of the then-current Rules and

Regulations promulgated by the Board is kept in each Unit and/or is furnished to the Unit

Occupant(s) thereof, at check-in or otherwise, upon request, and shall ensure that such

Rules and Regulations and the other Project Instruments are strictly observed and

enforced at all times.

(c) Professional Services. The Manager shall retain and engage, on behalf of the

Association, such attorneys, accountants, and other professionals, experts, and

subcontractors whose services may reasonably be required, in the discretion of the

Manager, in order to enable the Manager effectively to perform its duties and exercise its

powers hereunder.

(d) Agreements Regarding the Common Property. Subject to the provisions of the

Documents, the Manager may enter into agreements upon such terms and conditions

and for such purposes as the Manager deems appropriate in its sole discretion, with

respect to the Common Elements of the Club, and may by agreement grant concessions

and licenses to persons or entities to provide facilities and services to and within the

Club and cause coin vending machines and coin operated equipment and pay

telephones to be installed within the Club and to purchase same on behalf of and at the

cost and expense of the Association, or rent same or enter into agreements regarding

same; provided, however, that all net income derived by the Manager form the foregoing

shall inure solely to the benefit of the Association, and all reasonable expenses

pertaining thereto shall likewise be borne by the Association.

(e) Tax Collection Agent. The Manager shall, at the direction of the Board, serve as the

Association’s agent for the collection of assessments levied against individual Intervals.

5.18 Legal Action. The Manager, subject to the direction of the Board, may represent the

Association in any action, suit, or other proceeding, provided that any such action shall

be brought or defended in the name of the Association.

5.19 Annual Tax Returns. The Manager shall select a reputable independent certified

public accounting firm to prepare the Association’s annual tax returns. True and correct

copies of such tax returns shall be available for inspection by the members of the

Association and any Eligible Mortgagee in the office of the Manager during normal

business hours.

5.20 Assigned Condominium Units. Upon an Owner’s arrival and check-in at the Club, the

Manager shall verify that such Owner has a confirmed reservation for the Interval in

question and shall thereupon designate such Owner’s assigned Unit and otherwise

implement all appropriate check-in procedures.

5.21 Third Party Claims. Association also authorizes Manager, as part of the general

management of the Club, to settle on such terms and conditions as Manager shall deem

in the best interest of the Club, any and all third party claims or demands arising out of

the operation of the Club, irrespective of whether or not legal action has been instituted,

such settlement to be on the Club’s behalf and in the Club’s name, but not to exceed

Two Thousand Dollars ($2,000.00) for each such claim or demand, and Association

agrees that such sums shall be paid out of the Club’s account and be an operating

expense.

5.22 Other Duties. The Manager shall perform such other acts and be responsible for

such additional duties as may from time to time be delegated to it by the Board or the

Documents or as may be imposed upon the Manager by any applicable provision of

statute, rule, or regulation.

6. Application of Funds: Liens. The Manager shall apply all funds collected from the

Owners as it determines, in its sole discretion, with respect to hose items specified in the

Association’s Bylaws, including the Management Fee (as described herein) and its

overhead and operating expenses, which shall be deemed Association Expenses. The

Manager may compromise liens in such amounts as it deems advisable, in its sole

discretion, and may satisfy liens of record and render statements as to the current status

of an Owner’s account. Any lien against an Owner shall be limited to the Interval(s)

owned by such delinquent Owner and shall, in no event, be filed so as to encumber the

Interval(s) of any such Owner.

7 Sufficiency of Association Funds. It is specifically understood and agreed that the

Manager will not be responsible for paying any of the Association’s expenses from its

own funds, and shall only be required to perform its services hereunder and make

disbursements to the extent that and so long as amounts received by the Association

from Assessments and other revenue, if any, are sufficient to pay the costs and

expenses associated with the maintenance, repair, replacement, restoration,

improvement, operating, and administration of the Association; provided, however,

that in the event of an emergency posing imminent danger to the Club or any portion

thereof, including but not limited to the Condominium Unit, Club Unit Furnishings, or

the Common Elements, or the health or safety of any Owner or other person, the

Manager is authorized to expend from its own funds, for the protection of said

property or person, an amount not to exceed Ten Thousand ($10,000.00), and the

Association shall promptly reimburse the Manager therefor, if it shall appear to the

Manager that amounts received by the Association from Assessments and other

revenue, if any, are or likely will become insufficient to satisfy the Club Expenses. The

Manager shall immediately determine that additional Assessment(s) might be

required and advise the Board thereof.

8 Management Fee. It is specifically understood and agreed that the Manager shall

perform all of the services required of it hereunder at no cost and expense

whatsoever to itself, but solely at the cost and expense of the Association and its

members. As compensation for its services hereunder, the Manager shall receive a

“Management Fee” equal to the greater of __________________ Dollars ($________)

per month (Base Fee) or ten percent ($10) of the Association’s annual operating

expense budget (excluding management fees and real property taxes) as prepared by

the Manager and approved by the Board. At such time as the Management Fee is in

excess of the Base Fee, the Management Fee shall increase on the first day of each

fiscal year of the Association in a percentage equal to the increase in the

Association’s budgeted expenses (excluding such management fees and any portion

of the Basic expenses attributable to real property taxes) for the previous year. The

Manager shall be entitled to deduct the current month’s Management Fee from the

Association’s general operating account on or after the tenth (10th) day of each

calendar month during the term hereof.

9 Cooperation with Manager. The Association shall not interfere nor permit, allow, or

cause any of its Officers, Directors, employees, or members to interfere with the

Manager in the performance of its duties and obligations or the exercise of any of its

powers hereunder.

10 Indemnification. The Manager shall not be liable to the Association or its Members

for any loss or damage which is not caused by the Manager’s fraud, gross negligence,

or willful misconduct, and the Association and its members shall protect, negligence,

or willful misconduct, and the Association and its members shall protect, defend,

indemnify, and hold harmless the Manager from and against and all claims,

liabilities, losses, or expenses arising from the injury to any person or property in,

about, or in connection with the Club from any cause whatsoever, unless such injury

was caused by the Manager’s fraud, gross negligence, or willful misconduct not

covered by the Association’s insurance. If reasonably available, the Association shall

carry liability insurance, at its own expense, in amounts which are reasonably

adequate to protect the interests of both of the parties hereto, which policies shall be

written so as to protect the Manager in the same manner and to the same extent as

they protect the Association, and shall name the Manager as an additional insured

thereafter.

11 Assignment of Agreement. Except as provided in Paragraph 3 herein, neither party hereto

shall have the right to assign its duties or obligations hereunder without the prior written

consent of the other party and, in the case of an assignment by the Manager, the prior

written consent of First Mortgagee holding mortgages or security interests on a majority of

the Intervals submitted to the Declaration that are so encumbered.

12 Default by Association. If the Association or its Officers, Directors, or Members interfere

with the Manager in the performance of its duties or the exercise of its powers hereunder, or

if the Association fails promptly to do any of the things required of it hereunder, then the

Manager may declare the Association to be in default under this Agreement thirty (30) days

after having given written notice of said default to the Association by delivering said notice to

any Officer of the Association. Unless such default is cured by the Association to the

Manager’s reasonable satisfaction within thirty (30) days following its receipt of such notice,

the Manager may, in addition to any other remedy available to it by law, terminate this

Agreement and bring an action against the Association for damages and or specific

performance, and the Association shall be liable for the Manager’s reasonably attorney’s

fees and costs incurred in connection therewith. All such rights of the Manager upon the

Association’s default hereunder shall be cumulative and the exercise of one or more

remedies shall not be deemed to preclude or constitute a waiver of the right to exercise any

other remedy.

13 Default by Manager. Failure by the Manager to perform its duties and obligations under

this Agreement and the continuation of such failure for thirty (30) days after receiving

written notice of default from the Association shall be grounds for the Association to

terminate this Agreement and procure comparable services from another management firm.

In such event, the Association may, in addition to any other remedy available to it by law,

bring an action against the Manger for damages, specific performance, and/or other

injunctive relief, and the Manager shall be liable for the Association’s reasonable attorney’s

fees and court costs incurred in connection therewith. All such rights of the Association upon

the Manager’s default hereunder shall be cumulative, and the exercise of one or more

remedies shall not be deemed to exclude or constitute a waiver of the right to exercise any

other remedy.

14. Termination of Club. If the Club is terminated as provided for in the Declaration then this

Agreements and the rights and duties of the parties hereunder shall automatically also

terminate.

15. Suspension of Privileges. To the extent permitted by law and subject to the requirements

of the Documents, should an Owner be delinquent in the payment of any Assessment levied

by the Association pursuant to the Declaration, the Manager may suspend such Owner’s

right to use, or allow others to use his assigned Unit or any portion of the Common Elements

during his reserved Club Week(s). The Association agrees to indemnify and hold the

Manager harmless from and against any and all claims asserted against the Manager, its

agents employees, or affiliates, arising out of or in connection with any such suspension.

Notice of such suspension shall be provided to the First Mortgagee, if any, holding a

mortgage or other security interest on the applicable Owner’s Interval.

16 No Waiver of Breach. No restriction, condition, obligation, or provision contained herein

shall be deemed to have been abrogated or waived by reason of any failure by a party hereto

to enforce the same, irrespective of the number of violations or breaches thereof which may

occur.

17 Time of the Essence. Time is of the essence with respect to each and every provision and

condition hereof.

18 Entire Agreement. This Agreement, together with the applicable provisions of the

Declaration, Bylaws and other applicable documents, embodies the entire agreement

between the parties hereto relating to the subject matter hereof and supersedes and

replaced any and all prior negotiations, representations, agreements, and understandings ,

both oral and written, in connection therewith. In the event of any conflict between the

provisions of the Declaration, Bylaws and other applicable documents and this Agreement,

the applicable Declaration, Bylaws and other applicable documents shall control. This

Agreement shall not be amended or in any manner modified unless such amendment or

modification is set forth in a written instrument which is signed by both of the parties hereto.

19 Severability. The provisions hereof shall be deemed to be independent and severable,

and the invalidity or unenforceability of any one provision shall not affect the validity or

enforceability of any other provision hereof.

20 Successors and Assigns. This Agreement and all terms, provisions, and conditions hereof

shall insure to the benefit of and be binding upon the parties hereto and their respective

successors and permitted assigns.

21. Relationship of Parties. The Manager shall perform its duties and responsibilities

hereunder strictly as an independent contractor, and neither the execution of this

Agreement nor the complete performance hereof its intended to be, nor shall it be construed

as, evidencing the formation of a partnership, joint venture, or similar arrangement between

the Association and the Manager.

22 Number and Gender. Whenever the context so requires, the use of any gender herein

shall be deemed to include both genders, and the use of the singular shall be deemed to

include the plural, and the plural shall include the Manager.

23 Notices. All notices which either party hereto desires or is required to give the other party

hereunder shall be deemed to have been duly given upon being delivered personally or

three (3) business days after being deposited in the United States mail as certified r

registered mail, postage prepaid, return receipt requested, and addressed as follow:

Association: Hacienda Club at Angel Fire Condominium Association

25 Spyglass Hill Road

Angel Fire, NM 87710

Manager: Hacienda Club Real Estate

30 Sage Lane

P.O Box 410

Angel Fire, NM 87710

24 Authority. The Manager and the Association represent that each is duly organized,

validity existing, and in good standing under the laws of the State of New Mexico, that the

persons signing below have the full right, power, and authority to execute, deliver, and

perform this Agreement on behalf of the respective parties hereto and that this Agreement

constitutes the legal, valid and binding obligation of each party, enforceable against it in

accordance with the terms hereof.

25 Attorney’s Fees. In the event either party hereto institutes an action to enforce its rights

hereunder or to resolve any dispute arising with respect hereto, the prevailing party in such

action shall be entitled, in addition to any other relief granted by the court, to such

reasonable attorney’s fees as such court may award.

26 Captions. The captions contained herein are inserted solely for convenience of reference

and should not replied upon and/or used in interpreting the effect or meaning of any

provision hereof.

27 Choice of Law. This Agreement shall be governed by and construed in accordance with

the Laws of the State of New Mexico. Any legal action or proceeding arising out of or in any

way relating to this Agreement or the Club shall be brought in an appropriate court of

competent jurisdiction located in Colfax County, New Mexico, and both the Manager and the

Association, together with their successors and assigns, hereby irrevocably submit to the

jurisdiction of any such court.

28 Counterparts. This Agreement may be executed in identical counterparts, each of which

shall be deemed an original for all purposes and both of which collectively, shall constitute

one and the same document.

29 Enforcement. Any controversy which shall arise between the parties regarding the rights,

duties or liabilities of either party hereunder shall be settled, by binding arbitration pursuant

to the New Mexico Arbitration Act, and judgment upon the award shall be entered in

accordance with applicable New Mexico Law.

If any action, including arbitration, shall be brought by either party recover any sums

hereunder, or for or on account of any breach, or to enforce or interpret any of the

covenants, terms or conditions of this Agreement, the prevailing parties shall be entitled to

recover costs and expenses, including reasonable attorney’s fees.

If an arbitration proceeding is brought by any party to this Agreement, a request shall be

made by the parties to the arbitrator that in the event a prevailing party is not determined by

the outcome of the act, the arbitrator shall make a final determination concerning payment

of all costs and expenses (including reasonable attorney’s fees) by one or both parties, as

the arbitrator deems appropriate based on the facts and circumstances of the case.

30 Condemnation.

30.1 If the whole of the Club shall be taken or condemned in any eminent domain,

condemnation, compulsory acquisition or like proceeding by any competent authority for any

public or quasi-public use or purpose, or if such a portion thereof shall be taken or

condemned as to make it imprudent or unreasonable to use the remaining portion as a Club

of the type and class immediately preceding such taking or condemnation (either of such

events being hereafter referred to as “total condemnation”), then, in either of such events,

the term of the Agreement shall cease and terminate as of the date on which the

Association shall be required to surrender possession of the Club or such portion thereof as

a consequence of such taking or condemnation. Manager shall continue to supervise and

direct the management and operation of the Club as a consequence or taking such

condemnation. The condemnation award shall belong solely to the Association; provided,

however, that Manager shall be entitled to participate in any condemnation proceedings and

to assert its separate claim to an award.

30.2 if only of the Club shall be taken or condemned and the taking or condemnation or

such part does not make it unreasonable or imprudent to operate the remainder as a Club

of the type and class immediately preceding such taking or condemnation, this Agreement

shall not terminate. In such event, the entire award shall also belong to Association;

provided, however, that Manager shall be entitled to participate in any condemnation

proceedings and to assert its separate claim to an award. Association shall apply such

portions of the award as necessary to modify the Premises so as to permit their continued

operation of the Club.

In witness whereof, the parties hereto have caused this Agreement to be executed on the

date first written above.

Manager:

Hacienda Club Real Estate

By: __________________________________

H. Michael Stille

Association:

Hacienda Club at Angel Fire Condominium Association

A New Mexico Non Profit Corporation.

By _____________________________________

Its _____________________________________