WILDERNESS DEVELOPMENT CORP, S-11/A, 1997-07-07

WILDERNESS DEVELOPMENT CORP
S-11/A, 1997-07-07
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 6, 1997 and Amended
on May 14, 1997, May 28, 1997 and July __, 1997.
Registration No. ____________

SECURITIES AND EXCHANGE COMMISSION - WASHINGTON, D.C. 20549
__________________

FORM S-11 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 3

MANDATORY RENTAL POOL AT THE WILDERNESS HOTEL & RESORT
WITH 133 HOTEL CONDOMINIUM UNITS TO BE BUILT IN TWO PHASES

WILDERNESS DEVELOPMENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN GOVERNING INSTRUMENT)

511 E. ADAMS STREET
WISCONSIN DELLS, WI 53965
(608) 253-9729
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

THOMAS J. LUCKE
511 E. ADAMS STREET
WISCONSIN DELLS, WI 53965
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
TIMOTHY C. SWEENEY, ESQ.\PATRICK S. SWEENEY, ESQ.
SWEENEY & SWEENEY, S.C.
440 SCIENCE DRIVE, 4TH FLOOR
MADISON, WI 53711
(608) 238-4444

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

TOTAL COMBINED PHASES

<TABLE>
<CAPTION>
=====================================================================================================================
TITLE OF EACH CLASS AMOUNT OF PROPOSED MAXIMUM PROPOSED AMOUNT OF
OF SECURITIES BEING UNITS BEING OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT* OFFERING PRICE FEE
- - - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HOTEL CONDOMINIUM UNITS 133 $114,900.00 (A, PHASE I) $18,987,700.00 $5,691.31
$217,900.00 (F, PHASE II)
=====================================================================================================================
</TABLE>

THESE UNITS ARE BEING OFFERED ON A BEST EFFORT BASIS BY THE REGISTRANT.

*SEE TABLE ON PAGE (III).

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.
<PAGE> 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE. IF THE FILING FEE IS CALCULATED PURSUANT TO RULE 457(O) UNDER
THE SECURITIES ACT, ONLY THE TITLE OF THE CLASS OF SECURITIES TO BE REGISTERED,
THE PROPOSED MAXIMUM AGGREGATE OFFERING PRICE FOR THAT CLASS OF SECURITIES AND
THE AMOUNT OF REGISTRATION FEE NEED TO APPEAR IN THE CALCULATION OF
REGISTRATION FEE TABLE. ANY DIFFERENCE BETWEEN THE DOLLAR AMOUNT OF SECURITIES
REGISTERED FOR SUCH OFFERINGS AND THE DOLLAR AMOUNT OF SECURITIES SOLD MAY BE
CARRIED FORWARD ON A FUTURE REGISTRATION STATEMENT PURSUANT TO RULE 429 UNDER
THE SECURITIES ACT.

IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [
]______________________
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE
462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE
SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]______
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE
434, PLEASE CHECK THE FOLLOWING BOX. [ ]____________________________

THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:

(1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR SALES ARE BEING
MADE, A POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION STATEMENT:

(I) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION 10(A)(3) OF THE
SECURITIES ACT OF 1933;

(II) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS ARISING AFTER
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (OR THE MOST RECENT
POST-EFFECTIVE AMENDMENT THEREOF) WHICH, INDIVIDUALLY OR IN THE AGGREGATE,
REPRESENT A FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN THE REGISTRATION
STATEMENT. NOTWITHSTANDING THE FOREGOING, ANY INCREASE OR DECREASE IN VOLUME
OF SECURITIES OFFERED (IF THE TOTAL DOLLAR VALUE OF SECURITIES OFFERED WOULD
NOT EXCEED THAT WHICH WAS REGISTERED) AND ANY DEVIATION FROM THE LOW OR HIGH
END OF THE ESTIMATED MAXIMUM OFFERING RANGE MAY BE REFLECTED IN THE FORM OF
PROSPECTUS FILED WITH THE COMMISSION PURSUANT TO RULE 424(B) (Section
230.424(B) OF THIS CHAPTER) IF, IN THE AGGREGATE, THE CHANGES IN VOLUME AND
PRICE REPRESENT NO MORE THAN A 20% CHANGE IN THE MAXIMUM AGGREGATE OFFERING
PRICE SET FORTH IN THE "CALCULATION OF REGISTRATION FEE" TABLE IN THE EFFECTIVE
REGISTRATION STATEMENT.

(III) TO INCLUDE ANY MATERIAL INFORMATION WITH RESPECT TO THE PLAN OF
DISTRIBUTION NOT PREVIOUSLY DISCLOSED IN THE REGISTRATION STATEMENT OR ANY
MATERIAL CHANGE TO SUCH INFORMATION IN THE REGISTRATION STATEMENT;

(2) THAT, FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER THE
SECURITIES ACT OF 1933, EACH SUCH POST-EFFECTIVE AMENDMENT SHALL BE DEEMED TO
BE A NEW REGISTRATION STATEMENT RELATING TO THE SECURITIES OFFERED THEREIN, AND
THE OFFERING OF SUCH SECURITIES AT THAT TIME SHALL BE DEEMED TO BE THE INITIAL
BONA FIDE OFFERING THEREOF.

(3) TO REMOVE FROM REGISTRATION BY MEANS OF A POST-EFFECTIVE
AMENDMENT ANY OF THE SECURITIES BEING REGISTERED WHICH REMAIN UNSOLD AT THE
TERMINATION OF THE OFFERING.

-ii-
<PAGE> 3
COST OF UNITS IN PHASES I AND II

<TABLE>
<CAPTION>
=================================================================================================================
Description of Initial Prices Phase I Phase II # of Maximum # of
Unit Phase I Phase II Prices # of Units Units Units
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Type A-1 Unit $114,900.00 $124,900.00 8 10 18
-----------------------------------------------------------------------------------------------------------------
Type A-Unit $120,900.00 $130,900.00 10 10 20
-----------------------------------------------------------------------------------------------------------------
Type B-1 Unit $128,900.00 $138,900.00 4 5 9
-----------------------------------------------------------------------------------------------------------------
Type B Unit $131,900.00 $141,900.00 5 5 10
-----------------------------------------------------------------------------------------------------------------
Type C-1 Unit $130,900.00 $140,900.00 9 12 21
-----------------------------------------------------------------------------------------------------------------
Type C Unit $136,900.00 $146,900.00 7 12 19
-----------------------------------------------------------------------------------------------------------------
Type D-1 Unit $145,900.00 $155,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type D Unit $148,900.00 $158,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type E Unit $192,900.00 $202,900.00 4 4 8
-----------------------------------------------------------------------------------------------------------------
Type F Unit $207,900.00 $217,900.00 2 2 4
-----------------------------------------------------------------------------------------------------------------
Type G $182,900.00 $192,900.00 2 0 2
-----------------------------------------------------------------------------------------------------------------
Type H $177,900.00 $187,900.00 2 0 2
=================================================================================================================
</TABLE>

PRICES FOR THE UNITS ARE OFFERED PURSUANT TO THE PRICING SCHEDULE CONTAINED IN
THE PROSPECTUS AND PRICES ARE NOT, AT THIS TIME, NEGOTIABLE. THE COMPANY,
HOWEVER, RESERVES THE RIGHT TO CHANGE PRICES AT ANY TIME. HOWEVER, IF ANY
CHANGE IN PRICE OR ANY OTHER MATERIAL CHANGE IN THE AFFAIRS OF THE COMPANY
SHALL OCCUR DURING THE TIME WHEN A COPY OF THIS PROSPECTUS IS REQUIRED TO BE
DELIVERED, THE COMPANY WILL AMEND OR SUPPLEMENT THIS PROSPECTUS TO REFLECT SUCH
CHANGE. PURSUANT TO RULE 424(b) AND 430A OF REGULATION C.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY STATE AGENCY NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO

-iii-
<PAGE> 4
THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

ALL NET PROCEEDS SHALL BE PAYABLE TO THE COMPANY OR ITS ASSIGNS.

REFER TO RISK FACTOR SECTION PAGE 7 OF PROSPECTUS SUMMARY, PRINCIPAL RISK
FACTOR, PROSPECTUS SUMMARY PAGE 4.

SEE RISK FACTOR DISCLOSED ON COVER SHEET PAGES (iii)-(ix), (xii)-(xvii).

POTENTIAL SALES COMMISSIONS
<TABLE>
<CAPTION>
Average Total Price Average and Total
to Average and Total Proceeds
Public (1)(2) Sales Commission (3) to Company (4)
- - - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Unit 142,764.00 8,565.88 134,198.79

Total 18,987,700.00 1,139,262.00 17,848,439.00
- - - -----------------------------------------------------------------------------------------------------
</TABLE>
SALES COMMISSIONS WILL ONLY BE PAID IN THE EVENT A SALE IS PROCURED BY
A LICENSED, QUALIFIED (PURSUANT TO SECTION 15(a) OF THE SECURITIES EXCHANGE ACT
OF 1934) AND/OR EXEMPT INDIVIDUAL OR ENTITY (PURSUANT TO RULE 33(a)4-1 OF THE
SECURITIES EXCHANGE ACT OF 1934). IN THE EVENT THE COMPANY AND/OR ITS
EMPLOYEES, OFFICERS AND/OR DIRECTORS PROCURE A SALE, NO COMPENSATION SHALL BE
PAID TO THE INDIVIDUAL OR THE COMPANY.

(1) Represents an arithmetic average of the various initial Offering prices of
the 133 Units offered in two separate Phases pursuant to the terms of this
Offering and assumes the later Phases of the project will be completed (see
"THE OFFERING - Purchase Prices," page 31).

(2) The price of the furnishings in a Unit is included in the price of the
Unit.

(3) Assumes payment of a commission of up to 6% of the aggregate Offering price
of the Units--(see "THE OFFERING - Purchase Prices," page 31).

(4) Before deducting expenses of the public Offering estimated at $250,000.00
(or an average of $1,880.00 per Unit if all Units are sold) all of which will
be paid by the Company out of contributed Company capital and the proceeds of
this Offering.

-iv-
<PAGE> 5
WILDERNESS DEVELOPMENT CORPORATION

Showing location in Prospectus of information required to be included
in Prospectus in response to items of Form S-11.

<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
----------------------- ---------------------
<S> <C> <C>
1. Forepart of Registration Statement and Cover Page of Prospectus
Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages
of Prospectus Outside Back Cover of Prospectus

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges Summary; Risk Factors

4. Determination of Offering Price Determination of Offering Price

5. Dilution Not Applicable

6. Selling Security Holders Not Applicable

7. Plan of Distribution Plan of Distribution

8. Use of Proceeds Use of Proceeds

9. Selected Financial Data Audited Financial Statements of
the Company

10. Management's Discussion and Analysis of Management's Discussion and Analysis of Financial
Financial Condition and Results of Condition and Results of Operations
Operations

11. General Information as to Registrant The Company

12. Policy with Respect to Certain Activities The Company

13. Investment Policies of Registrant Not Applicable

14. Description of Real Estate Description of Wilderness Resort & Hotel

15. Operating Data Not Applicable

16. Tax Treatment of Registrant and its Certain Federal Income Tax Considerations; Certain
Security Holders Wisconsin Tax Matters

</TABLE>

-v-
<PAGE> 6
<TABLE>
<S> <C> <C>
17. Market Price of and Dividends on the Not Applicable
Registrant's Common Equity and Related
Stockholder Matters

18. Description of Registrant's Securities The Units

19. Legal Proceedings Legal Matters

20. Security Ownership of Certain Beneficial Management
Owners and Management

21. Directors and Executive Officers Management

22. Executive Compensation Management Remuneration and Certain Transactions

23. Certain Relationships and Related Risk Factors and Conflicts of Interest
Transactions

24. Selection, Management and Custody of Management Remuneration and Certain Transactions
Registrant's Investments

25. Policies with Respect to Certain Risk Factors and Conflicts of Interest
Transactions

26. Limitations of Liability The Units

27. Financial Statements and Information Audited Financial Statements of
the Company

28. Interest of Named Experts and Counsel Experts

29. Disclosure of Commission Position on Liability and Indemnification of Officers and
Indemnification for Securities Act Directors
Liabilities
</TABLE>

-vi-
<PAGE> 7
Prospectus Subject to Completion dated: May 6, 1997, amended May
(herein referred 14, 1997 and May 28, 1997 and July __, 1997.
to as "Prospectus"
and/or "Offering")

Mandatory Rental Pooling and Agency Agreement
Coupled With 133 Hotel-Condominium Units at the
Wilderness Hotel & Resort
Offered By
Wilderness Development Corporation
511 E. Adams Street, Wisconsin Dells, WI 53965
Total Aggregate Amount of Offering: $18,987,700.00

Wilderness Development Corporation, a Wisconsin corporation (the
"Company") offers for sale a mandatory rental pool agreement coupled with 133
fully furnished resort hotel-condominium units (the "Units") to be built in two
phases (the "Phases"), in a portion of Wilderness Hotel & Resort (the
"Wilderness Hotel & Resort") located in Lake Delton, Sauk County, Wisconsin
(see "DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT," page 50). The Units
consist of condominium hotel suites of various sizes and dimension (see
"DESCRIPTION OF RENTAL POOL," page 38; "DESCRIPTION OF UNITS," page 51; and
"EXHIBIT 17") each with (a) the cubical constituting the Unit as defined in
the Declaration and its furnishings (see "DESCRIPTION OF FURNISHINGS," page
53); (b) an undivided interest in the common areas and common elements as
described in the Declaration of Condominium (see "Exhibit 10-A" AND
"ORGANIZATION OF HOTEL CONDOMINIUM," page 56); (c) an access and use right, to
the recreational facilities and other amenities associated with the Wilderness
Hotel & Resort pursuant to established rules and fees if applicable (see "USE
AND ACCESS AGREEMENT" and "EXHIBIT 10-E"); and (d) participation in the rental
pool created for that type of Unit ("Rental Pool(s)")(see "DESCRIPTION OF
RENTAL POOL," page 38 and "EXHIBIT 4-B").

The purpose of this offering is to allow investors to purchase a
condominium Unit (along with the common elements), the furnishings contained
therein and participation in the Rental Pool. In addition, ownership of this
security shall allow the Owner and/or its guests, who have rented the Unit,
access to the entire Wilderness Hotel & Resort and the recreational facilities
located at the Wilderness Hotel & Resort. The purpose of the Rental Pool is to
centralize and maximize all of the obligations and benefits of marketing,
booking, operating, and controlling the Units. It is felt that if the Units
are offered other than through a mandatory Rental Pool, that the marketing of
the Wilderness Hotel & Resort would be ineffective to help rent the Units.
Furthermore, without the Rental Pool(s), ultimate hotel tenants could not rely
on a predictable price market. Further, the ability of the hotel tenant to
count on proper check-in, check-out, maid and repair services would be limited
if there was not a central entity controlling all such functions for the Units.
It is generally felt that the Wilderness Hotel and Resort would take on a
chaotic nature but for the mandatory Rental Pool for the Units. It is further
anticipated that proper maintenance, control and upkeep of the recreational
facilities, along with access to these facilities, by the registered overnight
guests of the Units and the Wilderness Hotel and Resort will accommodate an
orderly operation of the recreational facilities at the Wilderness Hotel &
Resort. As a result of each of these factors, the Units, the furnishings,
common elements, the use right and the mandatory participation in the Rental
Pool are all combined for the benefit of the investors ("Investor" or "Unit
Owner").

There are existing non-condominium hotel units, amenities and
recreation facilities that are not included in the common elements of the
Hotel-Condominium--(see "DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT," page
50). Any funds generated by the existing 138 non-

-vii-
<PAGE> 8
condominium hotel units, the Company, the Wilderness Hotel & Resort, Inc., or
any of its affiliates will not be included, nor charged against the Unit, nor
the Rental Pools. Each Unit will be sold subject to a mandatory Rental Pooling
and Agency Agreement (the "RPA Agreement," a copy of which is attached to this
Prospectus as Exhibit 4-B) under which the Company will act as agent for each
Investor in operating all of the Units as hotel rental accommodations, (see
DESCRIPTION OF THE RENTAL POOL," page 38). Executing the RPA Agreement and
enrolling the Unit in the appropriate Rental Pool is mandatory and accordingly,
no Investor will be permitted to rent the Unit at any time to any party outside
of the Rental Pool.

There shall be no rental outside the RPA Agreement by any Investor
through a privately negotiated lease transaction. In the event any Investor
attempts to lease his/her Unit outside the RPA Agreement, the Investor shall be
penalized by a reasonable fine and penalty, as determined by the Company.
Collection of these penalties shall be enforced by the Company by virtue of the
RPA Agreement, allowing the Company to place a lien on the Unit for any
penalties assessed. In the event the amount is not paid, the lien may be
foreclosed upon by the Company. (See "DESCRIPTION OF THE RENTAL POOL," page 38
and RPA Agreement, Exhibit 4-B.)

Investment in a Unit to be operated under the RPA Agreement involves a
degree of risk and the success of the Rental Pools and/or the Wilderness Hotel
& Resort depends on many factors beyond the Company's control. Accordingly, no
assurance can be given that the Rental Pool and/or the Wilderness Hotel &
Resort will be operated at a profit. There is no present resale market for
condominium units subject to a hotel use restriction and the required Rental
Pool participation (see "ORGANIZATION OF HOTEL-CONDOMINIUM - Declaration,
Articles and Bylaws," page 56), and it is not expected that a public market
will develop for such a security. The Wilderness Hotel & Resort is the first
hotel to be managed by the Company. The Units are being offered as business
investments and the purpose of the RPA Agreement is to allow the Units to be
operated as a business enterprise. (See "RISK FACTORS AND OTHER FACTORS TO BE
CONSIDERED," page 7.)

The Company has the right to reject any offer to purchase, and to
withdraw or cancel further sales, without notice. The Company gives no
assurance that any or all of the Units will be sold. This Offering will
commence the effective date of this Registration Statement and will continue
until all Units are sold or until the Company otherwise voluntarily terminates
this Offering or until the termination date. (See "DESCRIPTION OF THE
OFFERING," page 30.)

The termination date of this Offering shall be May 5, 1999. No
minimum purchases are required which would trigger the Company's commencement
of construction of the Units or the Common Areas. Although any downpayment
("Downpayment") for a Unit shall be placed in an escrow account, no specific
arrangements to place the funds received as Downpayment, in a specific escrow
account have been commenced to date. It is anticipated that the escrow account
will be set up shortly

-viii-
<PAGE> 9
after the effective date of the Registration Statement, and prior to the
acceptance of any Downpayment from Investors. There are no amounts necessary
to "break escrow as defined in Release 33-6900, 34-29314, June 17, 1991, 56
F.R., 17 C.F.R., 231.6900, Section 71,125, Federal Security Law Reports. The
Downpayment shall be held in escrow for the benefit of both parties. In the
event the offer is terminated, the escrow funds will be returned to the
Investors. In the event the Investors do not close and breach the terms of the
Condominium Construction and Sales Agreement, as defined herein, then the
escrow funds will be paid to the Registrant as liquidated damages, which
practice is common in real estate transactions throughout the country.

The Company may, in its sole and absolute discretion, cancel this
Offering at any time after the effective date of this Prospectus, and terminate
all executory contracts for the sale of Units entered into by the Company and
Investors. In the event of such cancellation, the Company will promptly return
to each Investor his/her earnest money deposit together with interest thereon.
(See "THE OFFERING - Terms of Purchase," page 35.)

TOTAL COST OF UNITS INCLUDING PURCHASE PRICE & CLOSING COSTS (AS REFERRED TO BY
TABLE ON PAGE xi and xii).

ESTIMATED CLOSING COSTS

<TABLE>
<CAPTION>
======================================================================================================
Item Type A-1 Type A Unit Type B-1 Type B Unit
Unit Unit
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Recording Fees (1) 12.00 12.00 12.00 12.00
------------------------------------------------------------------------------------------------------
Title Insurance (2) 345.00 363.00 387.00 396.00
------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (3) (estimated average)
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (4)
------------------------------------------------------------------------------------------------------
Total Closing Costs $2,257.00 $2,275.00 $2,299.00 $2,308.00
======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
========================================================================================================
Item Type C-1 Type C Unit Type D-1 Type D Unit
Unit Unit
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Recording Fees (1) 12.00 12.00 12.00 12.00
Title Insurance (2) 393.00 411.00 438.00 447.00
--------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (3) (estimated average)
--------------------------------------------------------------------------------------------------------
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (4)
Total Cash Payment $2,305.00 $2,323.00 $2,350.00 $2,359.00
========================================================================================================
</TABLE>

-ix-
<PAGE> 10

<TABLE>
<CAPTION>
===================================================================================================
Item Type E Unit Type F Unit Type G Unit Type H Unit
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Recording Fees (1) 12.00 12.00 12.00 12.00
---------------------------------------------------------------------------------------------------
Title Insurance (2) 579.00 624.00 549.00 534.00
---------------------------------------------------------------------------------------------------
4-1/2-Months Advance 900.00 900.00 900.00 900.00
Association Fees (3)
(estimated average)
---------------------------------------------------------------------------------------------------
Additional Miscellaneous 1,000.00 1,000.00 1,000.00 1,000.00
Closing Costs (4)
---------------------------------------------------------------------------------------------------
Total Cash Payment $2,491.00 $2,536.00 $2,461.00 $2,446.00
===================================================================================================
</TABLE>

(1) Recording fees are approximately estimated at $12.

(2) Estimated at $3.00 per thousand based on current prices.

(3) At closing each Investor will be required to pay (a) 3 months'
Association fees in advance to establish a reserve for
extraordinary repairs and capital expenditures; and (b) the
pro rata balance of the current quarter's Association fees
(billed quarterly in advance) due as of closing, for the
purposes of the above table, it is assumed that the estimated
current quarterly payment is based on 1-1/2 months of
assessments being due and owing. For purposes of this section
the 4 1/2 month advance association fee is an estimated
average at $900.00 (see "ORGANIZATION OF HOTEL-CONDOMINIUM -
Declaration, Articles and Bylaws - Liability of Members," page
56).

(4) Additional Miscellaneous Closing Costs includes Wisconsin
Transfer Fee (.003 of Purchase Price) and other closing costs
which, for purposes of this table, are estimated in the
aggregate of $1,000.00.

-x-
<PAGE> 11
COMBINED UNIT PRICES AND CLOSING COSTS - PHASE I

<TABLE>
<CAPTION>
======================================================================================
Number of Units Description of Initial Prices
Unit
-------------------------------------------------------------------------------------
<S> <C> <C>
18 Type A-1 Unit $114,900.00 + $2,257.00 Closing Costs
Total: $117,157.00
-------------------------------------------------------------------------------------
20 Type A-Unit $120,900.00 + $2,275.00 Closing Costs
Total: $123,175.00
-------------------------------------------------------------------------------------
9 Type B-1 Unit $128,900.00 + $2,299.00 Closing Costs
Total: $131,199.00
-------------------------------------------------------------------------------------
10 Type B Unit $131,900.00 + $2,308.00 Closing Costs
Total: $134,108.00
-------------------------------------------------------------------------------------
21 Type C-1 Unit $130,900.00 + $2,305.00 Closing Costs
Total: $133,205.00
-------------------------------------------------------------------------------------
19 Type C Unit $136,900.00 + $2,323.00 Closing Costs
Total: $139,223.00
-------------------------------------------------------------------------------------
10 Type D-1 Unit $145,900.00 + $2,350.00 Closing Costs
Total: $148,250.00
-------------------------------------------------------------------------------------
10 Type D Unit $148,900.00 + $2,359.00 Closing Costs
Total: $151,259.00
-------------------------------------------------------------------------------------
8 Type E Unit $192,900.00 + $2,491.00 Closing Costs
Total: $195,391.00
-------------------------------------------------------------------------------------
4 Type F Unit $207,900.00 + $2,536.00 Closing Costs
Total: $210,436.00
-------------------------------------------------------------------------------------
2 Type G $182,900.00 + $2,461.00 Closing Costs
Total: $185,361.00
-------------------------------------------------------------------------------------
2 Type H $177,900.00 + $2,446.00 Closing Costs
Total: $180,346.00
======================================================================================
</TABLE>

-xi-
<PAGE> 12
COMBINED UNIT PRICES AND CLOSING COSTS - PHASE II

<TABLE>
<CAPTION>
======================================================================================
Number of Units Description of Initial Prices
Unit
--------------------------------------------------------------------------------------
<S> <C> <C>
18 Type A-1 Unit $124,900.00 + $2,257.00 Closing Costs
Total: $127,157.00
--------------------------------------------------------------------------------------
20 Type A-Unit $130,900.00 + $2,275.00 Closing Costs
Total: $133,175.00
--------------------------------------------------------------------------------------
9 Type B-1 Unit $138,900.00 + $2,299.00 Closing Costs
Total: $141,199.00
--------------------------------------------------------------------------------------
10 Type B Unit $141,900.00 + $2,308.00 Closing Costs
Total: $144,108.00
--------------------------------------------------------------------------------------
21 Type C-1 Unit $140,900.00 + $2,305.00 Closing Costs
Total: $143,205.00
--------------------------------------------------------------------------------------
19 Type C Unit $146,900.00 + $2,323.00 Closing Costs
Total: $149,223.00
--------------------------------------------------------------------------------------
10 Type D-1 Unit $155,900.00 + $2,350.00 Closing Costs
Total: $158,250.00
--------------------------------------------------------------------------------------
10 Type D Unit $158,900.00 + $2,359.00 Closing Costs
Total: $161,259.00
--------------------------------------------------------------------------------------
8 Type E Unit $202,900.00 + $2,491.00 Closing Costs
Total: $205,391.00
--------------------------------------------------------------------------------------
4 Type F Unit $217,900.00 + $2,536.00 Closing Costs
Total: $220,436.00
--------------------------------------------------------------------------------------
2 Type G $192,900.00 + $2,461.00 Closing Costs
Total: $195,361.00
--------------------------------------------------------------------------------------
2 Type H $187,900.00 + $2,446.00 Closing Costs
Total: $190,346.00
======================================================================================
</TABLE>

In addition to the purchase price of a Unit, each Investor will be required to
pay certain closing costs (see "THE OFFERING - Purchase Prices," page 31) (see
"DESCRIPTION OF THE RENTAL POOL - The Company's Compensation," page 43, and
"THE OFFERING - Purchase Prices," page 31). The Units will be sold at prices
according to a published price schedule to be delivered with this Prospectus.
These prices may be subject to change from time to time (see "THE OFFERING -
Purchase Prices," page 31).

THIS PROSPECTUS CONTAINS ALL THE MATERIAL FACTS CONCERNING THE SECURITIES BEING
OFFERED HEREUNDER. ANY REPRESENTATION MADE WHICH IS NOT

-xii-
<PAGE> 13
CONTAINED IN OR IS BEYOND THE STATEMENTS MADE IN THIS PROSPECTUS IS MADE
WITHOUT AUTHORITY FROM REGISTRANT AND MUST NOT BE RELIED UPON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO ANY PERSON IN
ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITY LAWS
OF SUCH STATE.

INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS PROSPECTUS OR ANY PRIOR OR
SUBSEQUENT COMMUNICATIONS FROM THE REGISTRANT, OR ANY OF REGISTRANT'S AGENTS,
AS INVESTMENT, LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS/HER OWN
COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER
RELATED MATTERS CONCERNING HIS/HER OR ITS INVESTMENT.

THERE CAN BE NO ASSURANCE THAT THE TAX INCIDENTS OF OWNERSHIP AND OPERATION OF
THE UNITS BEING OFFERED HEREUNDER AS DESCRIBED IN THIS PROSPECTUS WILL NOT, AT
SOME LATER DATE, BE CONTESTED BY THE INTERNAL REVENUE SERVICE, IN WHICH CASE
THE TAX BENEFITS ASSOCIATED WITH THIS OFFERING MAY NOT BE AVAILABLE.

THE RELATIONSHIP BETWEEN THE COMPANY AND THE INVESTOR WILL BE TREATED LIKE A
PARTNERSHIP FOR FEDERAL TAX PURPOSES.

THE UNITS, AS DESCRIBED HEREIN, WILL BE OFFERED IN TWO SEPARATE PHASES. THE
UNITS IN PHASES I AND II WILL BE AVAILABLE AT A FUTURE DATE AND ARE NOT, AT THE
TIME OF THIS OFFERING, CONSTRUCTED. NO GOVERNMENTAL APPROVAL AND PERMITS HAVE
BEEN OBTAINED AT THE PRESENT TIME. THE REGISTRANT MAY, HOWEVER, ELECT TO
TERMINATE THIS OFFERING AT ANY TIME DURING OR PRIOR TO THE COMPLETION OF EITHER
AND/OR BOTH OF THE PHASES DESCRIBED HEREIN.

INVESTORS DO NOT HAVE ANY VOTING, DIVIDEND OR OTHER RIGHTS IN THE COMPANY, NOR
ANY OF ITS AFFILIATES.

THE COMPANY AND ITS AFFILIATES INTEND TO DEVELOP, MARKET AND MANAGE, IN THE
FUTURE, OTHER HOTELS, CONDOMINIUMS OR CONDOMINIUM HOTEL PROJECTS AND ACT AS
RENTAL AGENTS AND MANAGERS FOR THE OWNERS OF THE UNITS IN SAID PROJECT. THE
EXISTING WILDERNESS HOTEL & RESORT AND FUTURE PROJECTS AT THE WILDERNESS HOTEL
& RESORT WILL BE IN COMPETITION WITH THE UNITS FOR RENTAL ACCOMMODATIONS.

THE COMPANY HAS THE SOLE AND ABSOLUTE DISCRETION TO REJECT ANY OFFER TO
PURCHASE THE UNITS. FURTHER, THE COMPANY MAY AT ANY TIME WITHDRAW AND/OR
TERMINATE THIS OFFERING. IN THE EVENT THE COMPANY WITHDRAWS OR TERMINATES THIS
OFFERING, THE INVESTOR SHALL BE REFUNDED ANY SUMS PAID INTO ESCROW AS A
DOWNPAYMENT FOR A UNIT.

-xiii-
<PAGE> 14
IN THAT GROSS ROOM REVENUES CONTAINED IN THE PROSPECTUS ARE MERE PROJECTIONS,
GROSS ROOM REVENUES ARE NOT GUARANTEED AND MAY TURN OUT TO BE INACCURATE.
OWNERS WILL BE RESPONSIBLE FOR THE COST OF ANY OPERATING AND CAPITAL SHORTFALLS
AS A RESULT OF OPERATING COSTS EXCEEDING GROSS ROOM REVENUES, IF ANY.

THERE IS NO EXTENSIVE OPERATING HISTORY FOR THE COMPANY BECAUSE IT IS RECENTLY
FORMED AND BECAUSE THE UNITS HAVE NOT, AS OF YET BEEN CONSTRUCTED, NO OPERATING
HISTORY EXISTS FOR THE UNITS.

THERE IS NOT NOW, NOR IS THERE EVER EXPECTED TO BE, ANY ORGANIZED MARKETS FOR
THE UNITS. THERE CAN BE NO ASSURANCES THAT THE UNITS CAN BE RESOLD FOR THEIR
ORIGINAL PURCHASE PRICE UNDER THIS OFFERING, OR AT ALL.

THE INVESTORS HAVE NO AUTHORITY TO CONTROL THE MANAGEMENT AND OPERATION OF THE
UNITS OR THE COMPANY. MANAGEMENT AND OPERATION OF THE UNITS RESIDES SOLELY IN
THE COMPANY . MANAGEMENT AND OPERATION OF THE WILDERNESS HOTEL & RESORT
RESIDES SOLELY IN THE WILDERNESS HOTEL & RESORT, INC. IN ORDER TO PROTECT THE
PROPERTY AND OPERATIONS, THE COMPANY HAS THE AUTHORITY TO AMEND THE POLICIES
AND RULES AND REGULATIONS GOVERNING THE WILDERNESS HOTEL & RESORT WITHOUT A
VOTE OF INVESTORS, PROVIDED SUCH AMENDMENT IS CONSISTENT WITH THE TERMS OF THE
RENTAL POOLING AND AGENCY AGREEMENT, THE ACCESS AND USE AGREEMENT, AND THE
MANAGEMENT AND USE AGREEMENT. ACCORDINGLY, INVESTORS SHALL HAVE NO CONTROL
OVER CHANGES IN POLICIES OF THE UNITS, THE RENTAL POOLS, OR THE WILDERNESS
HOTEL & RESORT.

IF THE ANTICIPATED PROJECTED RESULTS ARE NOT ACHIEVED, INCLUDING THE FACT THAT
ROOM OPERATING EXPENSES MAY EXCEED NET ROOM INCOME, THE OWNERS MAY LOSE MORE
THAN THEIR INITIAL INVESTMENT IN THE UNIT IF THIS OPERATING LOSS CONTINUES FOR
A LONG PERIOD OF TIME. FURTHER, OWNERS MAY HAVE PERSONAL LIABILITY FOR TORT
AND CONTRACT CLAIMS DUE TO THE POTENTIAL PARTNERSHIP NATURE, AS MAY BE
DETERMINED UNDER STATE LAW AS A RESULT OF THE RENTAL POOLING AND AGENCY
AGREEMENT.

THE TERM OF THE RENTAL POOLING AND AGENCY AGREEMENT IS FOR TWENTY (20) YEARS,
AND DURING THAT TIME THERE ARE NO PROVISIONS GIVING THE INVESTORS THE RIGHT TO
REMOVE THE COMPANY AS THE MANAGER OF THE UNITS IN THE RENTAL POOL.

PURSUANT TO THE USE AND ACCESS AGREEMENT, AND THE RENTAL POOLING AND AGENCY
AGREEMENT, THE INVESTORS MAY ONLY USE THE RECREATIONAL AMENITIES AT THE RESORT
SO LONG AS THE COMPANY IS THE OPERATOR OF THE RENTAL POOLS AND THE UNITS.

THE PARTICIPATION IN THE RENTAL POOLS IS MANDATORY AND ANY ATTEMPT BY AN
INVESTOR TO WITHDRAW FROM THE POOL SHALL BE NULL AND VOID. IF AN

-xiv-
<PAGE> 15
INVESTOR PROHIBITS THE COMPANY FROM RENTING THE UNIT WITHIN THE RENTAL POOL,
THE UNIT SHALL NOT BE USED OR RENTED OUTSIDE THE TERMS OF THE RENTAL POOLING
AND AGENCY AGREEMENT. NOTWITHSTANDING THIS, THE INVESTOR SHALL STILL BE LIABLE
FOR ANY AND ALL EXPENSES INCURRED PURSUANT TO THE RENTAL POOLING AND AGENCY
AGREEMENT, THE USE AND ACCESS AGREEMENT, AND THE MANAGEMENT AND USE AGREEMENT.

THERE SHALL BE NO RENTAL OUTSIDE THE RPA AGREEMENT BY ANY INVESTOR THROUGH A
PRIVATELY NEGOTIATED LEASE TRANSACTION. IN THE EVENT ANY INVESTOR ATTEMPTS TO
LEASE HIS/HER UNIT OUTSIDE THE RENTAL POOLING AND AGENCY AGREEMENT, THE
INVESTOR SHALL BE SUBJECT TO A REASONABLE FINE AND PENALTY, TO BE DETERMINED BY
THE COMPANY. COLLECTION OF THESE PENALTIES SHALL BE PROTECTED BY THE RIGHT OF
THE COMPANY TO PLACE A LIEN ON THE UNIT FOR ANY PENALTIES ASSESSED. IN THE
EVENT THE AMOUNT IS NOT PAID, THE LIEN MAY BE FORECLOSED UPON BY THE COMPANY.

PURSUANT TO THE RENTAL POOLING AND AGENCY AGREEMENT, A UNIT OWNER AND THE UNIT
WILL BE BOUND BY THE TERMS AND RESTRICTIONS OF THE RENTAL POOLING AND AGENCY
AGREEMENT, INCLUDING THE POTENTIAL FOR LIABILITIES AND ASSESSMENTS, FOR A
PERIOD OF NOT LESS THAN TWENTY 20 YEARS, UNLESS THE COMPANY TERMINATES THE RPA
AGREEMENT PRIOR TO THE TWENTY (20) YEAR TERM.

NO IRS RULING, AS TO PARTNERSHIP TAX STATUS, HAS BEEN APPLIED FOR OR OBTAINED.
THERE IS THE POSSIBILITY, NOTWITHSTANDING COUNSEL'S OPINION LETTER, THAT THE
IRS MAY, ON AUDIT, DETERMINE, THAT FOR TAX PURPOSES THE RENTAL POOLING AND
AGENCY AGREEMENT IS AS ASSOCIATION TAXABLE AS A CORPORATION, IN WHICH CASE,
INVESTORS WOULD BE DEPRIVED OF THE TAX BENEFITS ASSOCIATED WITH THIS OFFERING.
THE OPINION LETTER OF COUNSEL IS NOT BINDING ON THE IRS. IF THE IRS CLASSIFIED
THE RENTAL POOLING AND AGREEMENT AS A CORPORATE ASSOCIATION, IT WOULD DEPRIVE
INVESTORS OF THE TAX BENEFITS OF THE OFFERING, ONLY IF THE IRS DETERMINATION
WAS UPHELD IN COURT OR OTHERWISE BECOMES FINAL. CONTESTING AN IRS
DETERMINATION MAY IMPOSE EXPENSES ON THE INVESTOR FOR REPRESENTATION AND
ACCOUNTING WORK IN PREPARING THE APPEAL WITH THE IRS.

IT IS POSSIBLE THAT IN ANY GIVEN YEAR, AN INVESTOR'S TAX LIABILITY FROM THE
RENTAL POOLS MAY EXCEED HIS/HER CASH DISTRIBUTION AND THAT TO THE EXTENT THERE
IS SUCH AN EXCESS, PAYMENT OF SUCH TAXES WILL BE OUT-OF-POCKET EXPENSES BY THE
INVESTOR.

UPON THE SALE OR OTHER DISPOSITION OF THE UNIT THERE IS A RISK THAT AN
INVESTOR'S TAX LIABILITY MAY EXCEED THE CASH HE/SHE RECEIVES AT CLOSING, AND TO
THE EXTENT THERE IS SUCH EXCESS TAX LIABILITY, PAYMENT OF SUCH TAXES WILL BE
OUT-OF-POCKET EXPENSES TO THE INVESTOR.

-xv-
<PAGE> 16
WHETHER THE GAIN FROM ANY SALE OR OTHER DISPOSITION IS TAXED AS ORDINARY INCOME
OR CAPITAL GAINS DEPENDS UPON MANY FACTORS, WHICH ARE DIFFERENT FOR MANY
INVESTORS. SOME OF THESE INCLUDE HOW THE UNIT WAS USED, HOW LONG THE INVESTOR
OWNED THE UNIT AND WHAT DEPRECIATION SCHEDULE MAY HAVE BEEN APPLIED TO THE
UNIT.

AN AUDIT OF THE PARTNERSHIP'S INFORMATION RETURN MAY RESULT IN AN AUDIT OF AN
INVESTOR'S OWN TAX RETURN.

THE REQUIRED LOCAL PERMITS AND APPROVALS TO BUILD THE UNITS IN PHASES I AND II
AND TO DECLARE IT A CONDOMINIUM (FOR BOTH PHASES) HAVE NOT BEEN OBTAINED. NO
APPLICATION OR APPROVAL FOR THE PERMITS HAS BEEN UNDERTAKEN TO DATE. FURTHER,
ADDITIONAL PERMITS AND APPROVALS NOT YET ANTICIPATED MAY BE REQUIRED BEFORE THE
UNITS CAN BE DELIVERED TO THE OWNERS. NO ASSURANCE CAN BE GIVEN THAT ANY
APPROVALS WILL BE OBTAINED IN TIME TO ACCOMMODATE THE PLANNED JULY 1998 (PHASE
I) AND JULY 1999 (PHASE II) OPENING OF THE UNITS FOR BUSINESS.

CERTAIN COSTS WILL BE INCURRED BY THE COMPANY TO OBTAIN NECESSARY PERMITS AND
APPROVALS. THERE CAN BE NO ASSURANCES, THAT THE REQUISITE APPROVALS OR PERMITS
CAN BE OBTAINED.

THE COMPANY WILL ACT AS AGENT FOR THE OWNERS UNDER THE RENTAL POOLING AND
AGENCY AGREEMENT AND WILL CONTROL THE BOARD OF DIRECTORS OF THE ASSOCIATION
UNTIL A MAJORITY OF THE UNITS ARE SOLD. THEREAFTER, THE COMPANY INTENDS TO
MANAGE, OPERATE AND MAINTAIN THE COMMON AREAS FOR THE ASSOCIATION PURSUANT TO
THE MANAGEMENT AND USE AGREEMENT. AFFILIATES OF THE COMPANY OWN AND OPERATE
WILDERNESS HOTEL & RESORT IN ITS VARIOUS OPERATIONS AND ACTIVITIES. THE
COMPANY THEREFORE HAS CONFLICTS OF INTEREST WITH REGARD TO 1) SERVICES TO BE
PERFORMED UNDER THE RENTAL POOLING AND AGENCY AGREEMENT AND THE MANAGEMENT AND
USE AGREEMENT; 2) REMUNERATION TO BE PAID TO THE COMPANY' 3) ITS RELATIONSHIP
AS MANAGER OF THE COMMON AREAS AND ITS INITIAL CONTROL OF THE BOARD OF
DIRECTORS OF THE ASSOCIATION; AND 4) THE MANNER IN WHICH THE OBLIGATIONS OF THE
WILDERNESS HOTEL & RESORT MANAGEMENT AND THE ASSOCIATION HAVE TO ONE ANOTHER.

THE COMPANY PLANS ON BUILDING THE IMPROVEMENTS WITH THE PROCEEDS FROM A
CONSTRUCTION LOAN FOR THE PROJECT. AT THE PRESENT TIME FINANCING HAS YET TO BE
OBTAINED AND THERE ARE NO ASSURANCES THAT FINANCING WILL BE OBTAINED. IN THE
EVENT THE COMPANY CANNOT OBTAIN CONSTRUCTION FINANCING, UNDER TERMS THAT WILL
ALLOW THE PROJECT TO BE COMMENCED AND FINISHED, THEN THE COMPANY RESERVES THE
RIGHT TO TERMINATE THIS OFFER AND RETURN ALL DOWNPAYMENTS, WHICH ARE HELD IN
ESCROW, TO THE INVESTOR.

-xvi-
<PAGE> 17
THE INVESTOR MAY BE REQUIRED TO PAY ASSESSMENTS TO COVER THE ROOM OPERATING
EXPENSES NOT COVERED BY THE NET RENTAL INCOME, NOTWITHSTANDING THAT ALL ROOM
OPERATING EXPENSES WERE BEYOND INVESTOR'S CONTROL.

-xvii-
<PAGE> 18
PROSPECTUS
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
----------------- ----
<S> <C>
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Risk Factors Relating to the Rental Pool
and Ownership of a Condominium Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

INTRODUCTORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
The Offering of Hotel-Condominium Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
The Rental Pooling and Agency Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Types of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Management of the Wilderness Hotel & Resort and the Units . . . . . . . . . . . . . . . . . . . . . . . . 20
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Plan of Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

DETERMINATION FO OFFERING PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

COMPENSATION AND FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND OPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Phases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Purchase Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Terms of Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Financing of Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

DESCRIPTION OF THE RENTAL POOL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Management and Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Owner's Personal Use of the Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

-xviii-
<PAGE> 19
<TABLE>
<CAPTION>
Page
----
<S> <C>
Rental Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
The Company's Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Revenues and Expenses of the Rental Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Room Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Sharing of Revenues and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Summary of Tax Treatment of Expenses of Unit Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . 47

DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Description of the Lake Delton/Wisconsin Dells Area . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Description of Wilderness Hotel & Resort . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Hotel facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Description of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Drawings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Furnishings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ORGANIZATION OF HOTEL-CONDOMINIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Declaration, Articles and By-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Rules and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Association Management and Use Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
The Company and Its Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Management Remuneration and Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . 60

INCOME TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Overview of Income Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Tax Treatment of Owner's Acquisition Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Tax Treatment of Expenses of Unit Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Deduction Limited By Basis/Personal Use and Passive Activity Rule . . . . . . . . . . . . . . . . . . . . 65
Tax Treatment of the Condominium Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Sale of a Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

REPORTS TO OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

UNDERTAKINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

SUMMARY OF PROMOTIONAL AND SALES MATERIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
</TABLE>

-xix-
<PAGE> 20
<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS PAGE
----
<S> <C> <C>
Exhibit 3-A Articles of Incorporation of Wilderness Development Corporation E-75

Exhibit 3-B Bylaws of Wilderness Development Corporation E-76

Exhibit 3-C Organizational Consent of Directors and August 1, 1996
Consent of Directors E-92

Exhibit 4-A Copy of Wilderness Hotel Condominium Construction and Sales
Agreement E-1

Exhibit 4-B Rental Pooling and Agency Agreement E-5

Exhibit 4-C Preliminary Price List E-23

Exhibit 8 Sweeney & Sweeney, S.C. Opinion and Consent as to United States
Income Tax Matters E-110

Exhibit 10-A Condominium Declaration for Wilderness Hotel Condominium
Association, Inc. E-24

Exhibit 10-B Draft Articles of Incorporation of Wilderness Hotel
Condominium Association, Inc. E-58

Exhibit 10-C Draft Bylaws of Wilderness Hotel Condominium Association, Inc. E-61

Exhibit 10-D Draft Management and Use Agreement for Wilderness Resort
between the Association and Wilderness Hotel & Resort, Inc. E-95

Exhibit 10-E Use and Access Agreement between Owners, Registrant, Wilderness
Resort & Hotel, Inc., Wild Golf, Inc. and Tom and Terri Lucke E-105

Exhibit 17 Unit Descriptions E-112

Exhibit 18 Economic Models and Information E-115
</TABLE>

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<PAGE> 21
PROSPECTUS SUMMARY

The following is a summary of certain of the information contained in
the body of this Prospectus and exhibits hereto. The Summary is qualified in
its entirety by reference to more detailed information which may be found in
the remainder of this Prospectus and Exhibits thereto. Capitalized terms used,
but not defined in this Summary, are defined elsewhere in the Prospectus.
Investors are urged to read and evaluate this Prospectus and the exhibits
attached hereto in their entirety.

COMPANY Wilderness Development Corporation (see "INTRODUCTORY
STATEMENT - The Company," page 18) for addresses and telephone
numbers of principal offices.

UNITS OFFERED 133 Units, which will be offered two separate phases, will
constitute the Wilderness Hotel Condominium Hotel Project (as
defined herein). Non-Condominium hotel units presently exist
at the Wilderness Hotel & Resort. In addition, recreational
amenities presently exist adjacent to the Units and other
amenities will be built. The Units consist of the following:
(a) the cubical constituting the Unit as defined in the
Declaration and its furnishings; (b) an undivided interest in
the common areas and common elements as described in the
Declaration; (c) an access and use right, to the recreational
facilities and other amenities associated with the Wilderness
Hotel & Resort pursuant to established rules and fees if
applicable; and (d) participation in the rental pool created
for that type of Unit. There are twelve (12) different types
of Units to be offered in both Phases. These different types
of Units are described in full detail in the Prospectus (see
"DESCRIPTION OF UNITS," page 51).

LOCATION Lake Delton, Wisconsin (see "DESCRIPTION OF HOTEL-
CONDOMINIUM PROJECT - Description of Wisconsin Dells Area,"
page 50).

INITIAL PRICE One bedroom suites, two bedroom suites and three bedroom
OF UNIT* suites; ranging in price from $114,900.00 to $217,900.00
(see "PHASES -Phases I and II," page 31).

COST OF UNITS IN PHASES I AND II

-1-
<PAGE> 22
<TABLE>
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Type D-1 Unit $145,900.00 $155,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type D Unit $148,900.00 $158,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type E Unit $192,900.00 $202,900.00 4 4 8
-----------------------------------------------------------------------------------------------------------------
Type F Unit $207,900.00 $217,900.00 2 2 4
-----------------------------------------------------------------------------------------------------------------
Type G $182,900.00 $192,900.00 2 0 2
-----------------------------------------------------------------------------------------------------------------
Type H $177,900.00 $187,900.00 2 0 2
=================================================================================================================
</TABLE>

DOWN 10% of Unit purchase price ($11,490.00-$21,790.00) to be held
PAYMENT* in escrow pending completion of the roof on the Condominium
Hotel Project, at which time these funds will be used toward
payment of construction costs (see "RISK FACTORS," page 7).

Pursuant to the Wilderness Hotel Condominium Construction and
Sales Agreement, earnest money shall be held by an escrow
agent selected by the Registrant and shall be held in an
account of the escrow agent until applied to the purchase
price or otherwise disbursed. In the event of a default by
the Investor, the Registrant may: 1) sue for specific
performance and request the earnest money as partial payment
of the purchase price, or 2) terminate the offer and have the
option to request the earnest money as liquidated damages, or
3) return the earnest money to the Investor and have the
option to sue for actual damages. In the event the Registrant
defaults, the Investor, in conjunction with other rights
provided by law, shall have the escrow funds returned to
he/she. (see "WILDERNESS HOTEL CONDOMINIUM CONSTRUCTION AND
SALES AGREEMENT," lines 112-146, attached as Exhibit 4-A of
the exhibit portion of this filing).

CASH REQUIRED From approximately $103,410.00 to $196,110.00, including the
AT CLOSING* downpayment (see "ESTIMATED CASH REQUIRED," pages 33).

_____________________
* Unit prices are subject to change and any such change could affect the
matters asterisked. If any such change occurs, this Prospectus will
be amended and subject to review by the Securities and Exchange
Commission.

-2-
<PAGE> 23

RENTAL POOLS Mandatory pooling of rental income from all Units sold under
this Offering which are to be rented to transient hotel
guests. There are seven separate Rental Pools within the
Hotel Condominium Project (see "DESCRIPTION OF THE RENTAL
POOL," page 38). The Expenses and Revenues are allocated to
each Unit, as determined by the number of Units in a Rental
Pool. The chart below describes each of the seven (7) Rental
Pools.

Phases I and II

<TABLE>
<CAPTION>
====================================================================================================
TYPE OF UNIT IN POOL NUMBER OF UNITS IN RENTAL POOL DESCRIPTION (1)
<S> <C> <C>
----------------------------------------------------------------------------------------------------
A 38 One Room
----------------------------------------------------------------------------------------------------
B 19 One Room/Loft
----------------------------------------------------------------------------------------------------
C 40 One Bedroom
----------------------------------------------------------------------------------------------------
D 20 One Bedroom/Loft
----------------------------------------------------------------------------------------------------
E 8 Master Bedroom
----------------------------------------------------------------------------------------------------
F 4 Three Bedroom/Loft
----------------------------------------------------------------------------------------------------
G/H 4 One/Two Bedroom(s)
====================================================================================================
</TABLE>

(1) As more particularly described on page 51, as "Description of the
Unit" and page 53 in the "Description of the Furnishings," and Exhibit
17.

-3-
<PAGE> 24
FEES TO THE Certain fees shall be paid to the Company and/or its
COMPANY AND affiliates (see "USE OF PROCEEDS," page 24). Subsequent to
AFFILIATES the sale of the Units and construction of the Hotel-Condominium
Project, and Opening of the Units, a management fee of
thirty-five percent (35%) of the Gross Room Revenues will be
paid to the Company, and/or its affiliates, pursuant to the
RPA Agreement. Although this is a fixed percentage fee,
this is not a fixed management fee, in that it will be totally
dependant upon the amount of Gross Room Revenues generated.
To the extent the occupancy and Gross Room Revenues increase,
the Management Fee will increase. On the other hand, if the
occupancy and Gross Room Revenues decrease, the Management
Fee will decrease. In the unlikely event all Units are
occupied each and every night of the year, at a blended
average room rate of $100 per night, the total annual
Management Fee would be $1,699,075.

PRINCIPAL RISK o The Units are not built at the present time and will not be
FACTORS completed unit 1998 (Phase I) and 1999 (Phase II).

o No governmental permits or approvals have been applied for or
obtained.

o The Company may terminate this offer at any time.

o The Rental Pooling and Agency Agreement will be treated as a
partnership for tax purposes.

o Owner may be responsible for payments of operating capital
deficits in the event gross room revenue is insufficient to
cover any costs and expenses.

o No market exists for the resale of these securities and none
is foreseen at the present time.

o The projections used in the prospectus are based on certain
assumptions, which may not be correct and accordingly, the
projections may not be accurate.

o Owners may have personal liability for tort and contract
claims and there is the possibility that an investor may lose
more than his/her, its initial investment in the Unit.

o Prices are not negotiable.

o The term of the Rental Pooling and Agency Agreement is twenty
(20) years and the Investor may not remove the Unit from the
Rental Pool until the termination of the Rental Pooling and
Agency Agreement.

o In the event the Rental Pooling and Agency Agreement is
terminated by the Investor, then, the Unit(s) no longer in the
Rental Pool shall not be

-4-
<PAGE> 25
allowed to use any of the Recreational Amenities at the
Wilderness Hotel & Resort.

o Participation in the Rental Pooling and Agency Agreement is
mandatory. No use outside of the Rental Pool shall be allowed
for the Units.

o Investors do not have any voting, dividend or other rights in
the Company, nor any of its affiliates.

HOTEL The Company, being a newly formed company, has no experience
OPERATORS' in marketing and selling condominium hotel rooms involved
LACK OF with a rental pool. Notwithstanding this, Thomas J. Lucke,
QUALIFICATION President of the Company, has extensive experience in
operating hotels open for use by the general public and
condominium hotels. Specifically, Mr. Lucke has participated
as the operator of five (5) theme hotels in the Wisconsin
Dells Area, including The Polynesian Hotel (230 unit tropical
theme resort), the Atlantis Hotel (79 units), the Caribbean
Club Hotel (68 unit hotel and condominium resort) and Bahama
Bay (31 units). Although an Investor may realize revenue
through the Rental Pool, the amount of such revenue, if any, is
entirely speculative and therefore Investors should not assume
any rate of rental income or resale of any Unit for any amount
(see "RISK FACTORS," page 7).

PURCHASE The Investor shall execute the Condominium Construction and
PROCEDURE Sale Agreement and shall place ten percent (10%) of the
purchase price as a Downpayment into an escrow account with
the escrow holder being an independent third party lending
institution to be named at a later date. Upon completion of
the Units, a closing, pursuant to the terms of the
Condominium Construction and Sales Agreement, shall take place
at the Wilderness Hotel & Resort. At the closing, the Investor
shall deliver all proceeds due at closing and execute all
documents to enter into the Rental Pooling and Agency
Agreement, and the Use and Access Agreement. Further, the
Company shall execute all documents in order to deliver fee
simple ownership in the condominium Unit, its common
elements, the access and use to the Recreational Facilities,
participation in the Rental Pool.

FINANCING Financing will not be offered by the Company and must be
obtained, if the Investor so desires, through independent
lenders.

TAX The RPA Agreement will be treated as a partnership for federal
CONSIDERA- purposes.
TIONS

-5-
<PAGE> 26
THE The Association is the Wilderness Hotel Condominium
ASSOCIATION Association, Inc., a corporation organized pursuant to
AND ITS Chapter 181 of the Wisconsin Statutes. Although this
QUALIFICATIONS corporation is not presently formed, it is intended to
be formed for the purpose of operating the Hotel
Condominium Association. The initial members shall be the
officers of the Company, until such time as the Units are
transferred to the Investors.

OPERATIONS The Company shall operate the Units, via the Rental Pools, and
OF THE the Wilderness Hotel & Resort, Inc. shall operate the entire
RESORT Wilderness Hotel & Resort. The Owners of the Units, via the
Rental Pools, shall pay the Company thirty-five percent (35%)
of the Gross Room Revenues in any given year as a Management
Fee. The thirty-five percent (35%) revenue shall offset any
costs for commission for leasing the Units and a portion of
the marketing, advertising and sales activities at the
Wilderness Hotel & Resort. In addition, each Unit in the
Rental Pool shall pay all Rental Pool expenses which shall
include, but not be limited to, the salaries, wages
and employee benefits of the administrative personnel, cleaning
staff, cleaning supplies, uniforms, office and front desk
supplies, utilities, Unit maintenance and repair, and legal
and accounting fees, management fee for the common areas,
common insurance, owners' and directors' insurance, common
electricity and gas, common water and sewer, common
repair/maintenance, legal, accounting, telephone, tax
reserves, satellite, garbage and snow removal, each of which
will be charged to each Unit Owner's account pursuant to a
formula listed in the Prospectus (see "SHARING OF REVENUE AND
EXPENSES," page 44). In the event there is a deficit in the
Unit Owner's account at the end of each quarter, the Company
will assess the Unit Owner for any deficit and his/her Owner
account. In the event there are any distributions to be
made, they will be mailed to the Unit Owner's address on
file with the Company.

-6-
<PAGE> 27
RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED

Ownership of a Unit and its management under the RPA Agreement
involves certain risks. In analyzing this Offering, Investors should carefully
consider the following risk factors:

Risk Factors Relating to the Rental Pool and Ownership of a Condominium Unit

1. Lack of Experience. While certain shareholders, officers and
employees of the Company have experience in hotel and the hotel- condominium
industry, including rental, management, promotion and operation, the Company,
because it has been recently formed and therefore is a new entity, has limited
experience in the promotion and operation of a hotel-condominium, and this lack
of experience could adversely affect the success of the Hotel. Thomas J. Lucke
and S. Peter Helland, Jr. have operated the Wilderness Hotel & Resort since
1994. In addition, Thomas J. Lucke does presently operate, or has operated the
following hotels: Polynesian Hotel, the Atlantis Hotel, the Bahama Bay Hotel,
the Riviera Hotel and the Caribbean Club Resort, all within the Wisconsin Dells
Area.

2. Absence of Operating History of the Company. The Company is a
recently formed Wisconsin corporation and has no operating history. The
Company's anticipated operations are subject to all the risk inherent in the
establishment of a new enterprise in a competitive market and volatile industry
such as the Wisconsin Dells area resort hotel operations. Investors should
carefully consider their rights and obligations under the RPA Agreement and the
Declaration (see ORGANIZATION OF HOTEL-CONDOMINIUM, page 50).

3. Absence of Market for Units. There is not now, nor is there ever
expected to be, any organized market for the Units. There can be no assurances
that the Units can be resold for their original purchase price under this
Offering, nor at any price.

4. Potential Negative Effect by Virtue of Changes in Federal Income
Tax Laws. An Investor should understand that certain tax ramifications
described herein, including the possibility of deductions being taken by the
Investor, may not be available by virtue of any IRS ruling or change in any
existing law. In addition, there is a substantial risk that the tax deduction
of expenses of owning and operating a Unit may be limited to the income
realized with respect to a Unit. The particular circumstances of each Investor
will determine the degree to which such Investor will be able to utilize any
deductions related to this investment. Further, there can be no assurance that
any deductions derived under existing income tax laws, if any, will continue as
a result of any future legislative changes or future court decisions (see
"INCOME TAX INFORMATION," page 61).

No IRS Ruling, as to partnership tax status, has been applied for or
obtained. There is the possibility, notwithstanding counsel's opinion letter,
that the IRS may, on audit, determine, that for tax purposes the RPA Agreement
is as association taxable as a corporation, in which case, investors would be
deprived of the tax pass through nature of this offering. The opinion letter
of counsel is not binding on the IRS. If the IRS classified the RPA Agreement
as a corporate association, it would deprive investors of the pass through
nature of the offering, only if the IRS determination was upheld in Court or
otherwise becomes final. Contesting an IRS

-7-
<PAGE> 28
determination may impose expenses on the Investor for representation and
accounting work in preparing the appeal with the IRS.

It is possible that in any given year, an Investor's tax liability
regarding the RPA Agreement may exceed his/her cash distribution and that to
the extent there is such an excess, payment of such taxes will be out-of-pocket
expenses by the Investor.

Upon the sale or other disposition of the Unit, along with the RPA
Agreement, there is a risk that an Investor's tax liability may exceed the cash
he/she receives at closing and to the extent there is such excess tax
liability, payment of such taxes will be out-of-pocket expenses to the
Investor. The fact of whether the gain from any sale or other disposition is
taxed as ordinary income or capital gains depends upon many factors, which can
be different for Investors. Some of these include how the Unit was used, how
long the Investor owned the Unit and what depreciation schedule may have been
applied.

An audit of the partnership's information return may result in an
audit of an Investor's own tax return.

The Company has received an opinion of Sweeney & Sweeney, S.C.,
counsel for the Company, that the RPA Agreements will create a general partner
for federal income tax purposes. The opinion is subject to certain conditions
and if any of such conditions are not satisfied, counsel's opinion may not be
applicable and accordingly may be withdrawn. Such an opinion will not be
binding on the Internal Revenue Service.

5. Completion of Construction. Construction has not yet begun on any
Unit. Completion of construction of the Units on schedule may be affected by
factors beyond the Company's control, such as strikes, weather conditions and
inability to obtain materials. Any such delays in the construction of the
Units would delay occupancy of the Units and adversely affect the potential for
initial success of the Rental Pools.

6. Absence of Independent Underwriter and Appraiser. No appraisals or
other independent valuations have been obtained for the purpose of determining
the value of the Units. The value of the units have been determined solely by
the Company on the basis of its subjective evaluation of marketing conditions.
The valuation has not been calculated based upon any method considering net
worth, earnings, appraisals, or other established investment criteria of value.
Accordingly, there can be no assurances that the Units offered hereby can be
resold at or in excess of the offering price, if at all. There is not
organized market for the trading of the Units offered herein and none is
expected to develop.

7. No Permits and Approvals for Construction Obtained To Date. The
required local permits and approvals to build the Units in Phases I and II and
to declare it a condominium (for both Phases) are required to be obtained. No
application or approval for the permits has been undertaken to date. Further,
additional permits and approvals not yet anticipated may be required before the
Units can be delivered to the Owners. No assurance can be given that any
approvals will be obtained in time to accommodate the planned July 1998 (Phase
I) and July 1999 (Phase II) opening of the Units for business. Certain costs
will be incurred by the

-8-
<PAGE> 29
Company to obtain necessary permits and approvals. There can be no assurances,
that the requisite approvals or permits can be obtained.

8. Absence of Independent Appraisal. No appraisals or other
independent valuations have been obtained for purposes of determining the value
of the Units. The value of the Units have been determined solely by the
Company on the basis of its subjective evaluation of marketing considerations.

9. Conflicts Within Hotel Management. The Company will act as agent
for the Owners under the RPA Agreement and will control the Board of Directors
of the Association until a majority of the Units are sold. Thereafter, the
Company intends to manage, operate and maintain the common areas for the
Association pursuant to the Use and Access Agreements. Affiliates of the
Company own and operate Wilderness Hotel & Resort in its various operations and
activities. The Company therefore has conflicts of interest with regard to 1)
services to be performed under the RPA Agreement and the Use and Access
Agreement, 2) remuneration to be paid to the Company, 3) its relationship as
manager of the common areas and its initial control of the Board of Directors
of the Association, and 4) the manner in which the obligations of the
Wilderness Hotel & Resort management and the Association have to one another.

10. Rental Pool. Each initial Owner is required to enter into an RPA
Agreement, which will essentially obligate the Owner to keep his/her Unit
available for rental as a hotel accommodation and will subject the Owner to the
risk of losses inherent in hotel operations such as competition, low occupancy,
bad weather, down-turn in the local regional and/or national economies, etc.
The term of the RPA Agreement is for twenty (20) years. Unless earlier
terminated by the Company, all subsequent transferees of the Unit
("Transferee") shall be bound by the terms of the RPA Agreement. The
effectiveness of the management of an Owner's Unit under the RPA Agreement will
be one factor contributing to an Owner's Net Rental Income. There is no
certainty that Net Rental Income will cover all or any specific portion of the
costs of owning and operating a Unit. Because there are many other hotels in
Lake Delton and the Wisconsin Dells area, and many of those hotels are operated
on a nonrental pool basis (unlike the rental pool operation to be established
for the Units), it is difficult to predict whether or when occupancy and rental
rates sufficient to generate positive Net Rental Income sufficient to cover the
Room Operating Expense will be attained. Variables contributing to the success
or lack thereof of the Wisconsin Dells tourism economy, will be a contributing
risk factor. It should also be recognized that the hotel occupancy rate could
be adversely affected by decisions of the Company, or other affiliated
entities, with respect to management of the golf course or other Wilderness
Hotel & Resort amenities.

11. Possibility of Room Revenue Shortfall. Investors should expect
that Net Rental Income during the first two or three years of ownership will
probably fall short of covering the Room Operating Expense and notwithstanding
the passage of time, this status may continue indefinitely. If an Owner
finances his/her Unit, he/she may still experience a negative cash flow even
when higher rental and occupancy rates are attained.

12. Additional Conflicts of Interest. The Company and its affiliates
intend to develop, market and manage, in the future, other hotels, condominiums
or condominium hotel projects and act as rental agents and managers for the
owners of the units in said project. The existing

-9-
<PAGE> 30
Wilderness Hotel & Resort and future projects at the Wilderness Hotel & Resort
will be in competition with the Units for rental accommodations.

13. Possibility that Company Cannot Obtain Construction Financing.
The Company plans on building the improvements with the proceeds from a
construction loan for the project. At the present time financing has yet to be
obtained and there are no assurances that financing will be obtained. In the
event the Company cannot obtain construction financing, under terms that will
allow the project to be commenced and completed, then the Company reserves the
right to terminate this offer and return all downpayments, which are held in
escrow, to the Investor.

14. Liability for Losses and Additional Assessments. The RPA
Agreement imposes on each Owner the obligation to pay his/her pro rata share of
the Room Operating Expenses. Therefore, under the RPA Agreement each Owner will
be obligated to contribute additional funds to the Rental Pool if his/her share
of Room Operating Expenses exceeds his/her share of Net Rental Income. The
liability for additional Rental Pool assessments is absolute, notwithstanding
that the management of the Rental Pools and the Units shall be outside of the
control of the Investors. If an Owner fails to make full payment of such
additional assessments when due, the Company may pursue and enforce all rights
and remedies it may have under the RPA Agreement, including creation of and
foreclose upon a lien in favor of the Company on the Owner's Unit. An Investor
will incur the responsibility for assessments until the Units are operational.

Because some Room Operating Expenses will not vary significantly with
the number of Units participating in the Rental Pool, each Owner's liability
for the Rental Pool losses may be increased during the first few years of
operation because the Company may place all Phase II Units in the Rental Pool
until they are constructed. Liabilities for assessment until the closing of
the transaction to purchase the unit, which will be at such time as the Units
become operational and as a result, available for rent. All unsold Units shall
be placed in the Rental Pool. The Company shall pay all assessments for Rental
Pool shortfalls in Gross Room Revenues. See "DESCRIPTION OF RENTAL POOL -
Term," page 38).

15. Competition. The business of owning and operating a hotel is
highly competitive. Currently, the Wisconsin Dells area has many other
competitive hotel facilities (see "DESCRIPTION OF THE HOTEL CONDOMINIUM PROJECT
- - - - Description of Wilderness Hotel & Resort - Hotel Facilities," page 51).
There are approximately 160 additional hotels in the Wisconsin Dells Area which
are in competition with the Wilderness Hotel & Resort. Hotels that directly
compete in the price range with the Wilderness Hotel & Resort are as follows:
1) Black Wolf Lodge, 120 rooms; 2) Atlantis Hotel, 95 rooms; 3) Treasure
Island, 169 rooms; 4) Raintree, 115 rooms; 5) Copa Cabana, 165 rooms; and 6)
Wintergreen, 110 rooms. In addition, the construction of new hotels in the
Wisconsin Dells area could further adversely affect the business of the Units
and the Wilderness Hotel & Resort. The Units offered will face competition for
overnight rental accommodations from the Wilderness Hotel & Resort which is
owned and operated by an affiliate of the Company. (See "CONFLICTS OF
INTERESTS," page 16).

16. Seasonal Nature of Business. Though the Units and the Wilderness
Hotel & Resort are being developed as an all season resort complex, it
currently is recognized primarily for its

-10-
<PAGE> 31
summer season, with emphasis on the golf amenities. Therefore, income at the
Units could therefore be seasonal, with the summer season as the prime rental
period. Accordingly, an Investor should be prepared for an uneven flow of
income over the course of a year. Further, both summer and winter rental
income could be adversely affected by weather conditions. To obtain additional
hotel income for the winter season, the Company will seek group, meeting and
convention business. However, there can be no assurance of the success of any
such sales promotions.

17. Hotel Use Restriction. Though the RPA Agreement terminates on an
Owner's transfer of his/her Unit. An Owner cannot transfer his/her Unit free
of the restriction contained in the Declaration requiring that the Unit be used
solely as a hotel rental accommodation through the Rental Pool (see
"ORGANIZATION OF HOTEL-CONDOMINIUM - Declaration, Articles and Bylaws," page
56). The Company shall offer the Transferee an opportunity to participate in
the Rental Pool on the same basis as then currently being offered to the other
Owners. Pursuant to the RPA Agreement, a Unit Owner and the Unit will be bound
by the terms and restrictions of the Rental Pooling and Agency Agreement,
including the potential for liabilities and assessments, for a period of not
less than twenty 20 years, unless the Company terminates the RPA Agreement
prior to the twenty (20) year term.

18. Use of Units. An Owner must rent the Unit through the Rental Pool
and be bound by the RPA Agreement. Unless earlier terminated by the Company,
the term of the RPA Agreement is twenty (20) years. The Unit, and the Investor
(and all Transferees), are bound by the terms of the RPA Agreement for twenty
(20) years. Subsequent to the twenty (20) year term, the Investors may
withdraw from the RPA Agreement if a motion is passed by 2/3rds of the Unit
Owners in the specific Rental Pool desiring to withdraw from the RPA Agreement.
The RPA Agreement contains express prohibitions against an Owner renting
his/her Unit outside of the Rental Pool. The RPA Agreement will limit Owner's
rent-free occupancy of his/her Unit to "Personal Use Night(s)" which are
defined as any or all night(s) which any Unit is used for personal use by a
Unit Owner without compensation to the Rental Pool. Personal Use Night(s)
shall be limited to ten (10) nights and be subject to availability within a
Unit Owner's Rental Pool and terms of this Offering and all rules and
regulations (see page 42). (See "DESCRIPTION OF THE RENTAL POOL - Owner's
Personal Use of the Units," page 42). Owner's rent charges may be deducted
from Owner's Net Rental Income distribution.

19. Increase in Expenses as a Result of Use by Hotel Guests. An
Investor should be aware that the use of the Units and related common elements
by third party transient renters (i.e., hotel guests), on a nightly basis, will
increase the maintenance and other expenses above what they would be if the
Unit were used only by Owners and their invited guests.

20. Expenses of Rental Management Fees. Pursuant to the RPA
Agreement, the Company will receive a Management Fee of 35% of Gross Room
Revenues. (see "DESCRIPTION OF THE RENTAL POOL - The Company's Compensation,"
page 43). An Investor should realize that the amount of the Management Fee may
be substantial and will fluctuate because they are a function of Gross Room
Revenues.

21. Termination of RPA Agreement. (i) At any time after 20 years
following the date the first completed Unit is placed under the Company's
rental management pursuant to the RPA

-11-
<PAGE> 32
Agreement as entered into by one of the Owners (the "First Management Date"),
the Owners may, as a group, terminate the RPA Agreement as entered into by each
of them if at a meeting called for the purpose of such termination, the motion
is passed by a two-thirds vote of all of the Owners. Such termination shall be
effective at the end of the third full calendar month following such meeting.
A meeting for the purposes of terminating the RPA Agreement by all Owners may
be called by the Condominium Association or by Owners owning more than one
third of the Units in the Hotel Condominium Project. An Investor is bound to
the terms of the RPA Agreement for twenty (20) years, unless terminated by the
Company as described below.

(ii) At any time after 3 years following the first management
date, the Company may, for any reason, upon 90 days prior written notice to
Owner, withdraw as agent under the RPA Agreement and thereby terminate the RPA
Agreement. Such withdrawal and termination may be given to Owner individually
or to all of the Owners, and shall be effective at the expiration of the 90 day
notice period.

(iii) The RPA Agreement shall automatically terminate, as to a
specific Owner only, upon the bankruptcy, insolvency or dissolution of an
Owner, or upon the death of Owner provided, however, that (A) if Owner is two
or more people owning a Unit as Joint tenants or tenants by the entirety, then
the RPA Agreement shall terminate upon the death or bankruptcy of the last
surviving tenant; and (B) if Owner is two or more people or entities owning a
Unit as tenants in common, then the RPA Agreement shall terminate upon the
death, bankruptcy, insolvency or dissolution of the persons or entities owning
more than a 50% interest in the Unit on a cumulative basis.

(iv) The RPA Agreement shall automatically terminate, as to a
specific Owner, upon the conveyance or other transfer of Owner's title to his
Unit, whether by sale to a third party, foreclosure by a mortgagee or
otherwise.

(v) Any termination of the RPA Agreement shall be subject to
any then existing Unit rental reservations. Unit rental reservations are
binding contracts with third parties. The termination of the RPA Agreement
shall not terminate any such reservation, nor free the Unit from any prior
commitment made on behalf of the Unit Owner by the Company, on the Unit Owner's
behalf for overnight reservations. An Owner shall receive a refund of his pro
rata share of the balance in the reserve accounts established, if any, pursuant
to Sections 4.3 and 9.3 of the RPA Agreement.

(vi) In the event the Owners terminate the RPA Agreement by a
vote of the Owners pursuant to paragraph 10(i) above, then the consideration
granted to the Owners as described herein (i.e., the rights and benefits
granted the Owners under the Access and Use Agreement) shall be rescinded and
of no further force and effect. In that event, all Owners, their successors or
assigns shall have no further rights to use the amenities at the Wilderness
Hotel & Resort.

22. Potential for RPA Agreement Being Deemed Partnership Relationship
and Therefor Unlimited Liability for the Investor for Tort Liability and Losses
from Operations in the Rental Pool. The RPA Agreement creates a relationship
among the Owners and the Company that will be considered a partnership under
Wisconsin state law. Therefore, each Owner and the

-12-
<PAGE> 33
Company will be a partner in the business of operating the Units as hotel
rental accommodation. As a partner any Owner or the Company could take actions
that bind the partnership and each partner will have unlimited liability for
partnership debts and other partnership claims or liabilities. The potential
for unlimited liability shall apply to both in tort liability and contract
liability. As a precaution to this, the Company shall undertake to enter any
contracts in the Company's name and not in the Rental Pools' name. Although
this may not protect the endless liability to the Investor, it will make the
Company the primary liable party for the debt incurred in the operation of the
Rental Pools. Further, regarding tort liability, the Company shall keep in
full force and effect, liability insurance in an amount deemed sufficient in
the hotel industry at the time.

23. Potential Tax Liabilities Without Corresponding Dividend
Distributions. An Owner's share of Gross Room Revenues retained by the Company
for debt service, working capital or other reasons must nevertheless be taken
into account at the end of each taxable year by each Owner for income tax
purposes, and Owners will have to report and pay tax on such income not
distributed to them by virtue of such accumulation. (See "INCOME TAX
INFORMATION," page 61).

24. Fluctuation In Occupancy Rates. An Owner's share of income and
expenses under the RPA Agreement will be determined without regard to the
actual occupancy of such individual Owner's Unit and shall be based on the
actual and collective occupancy of the Units in an Owner's specific Rental
Pool. The actual occupancy of a Unit by hotel guests will be affected by many
factors, the desirability of a Unit to hotel guests, the applicable room rate
and the Unit's special features and including decisions of the Company
regarding assignment of hotel guests to available Units. Units will be
segregated to a specific Rental Pool by their Unit Type. (See "DESCRIPTION OF
RENTAL POOL," page 38.) Although certain Rental Pools may have higher or lower
occupancy rates, it is anticipated that all Rental Pools will operate within a
certain occupancy range, varying from 50.5% to 58% for September to May. It is
anticipated that the percentage of occupancy will range from 73.3% to 78% for
the month of June and 93.5% per Unit for July and August. (See Exhibit 18.)

25. Lack of Liquidity in Real Estate Investment. A condominium unit
is not a liquid asset and an investment in a Unit is subject to all the risks
inherent in real estate investment, including national and local economic
conditions, the supply of and demand for similar resort hotel condominiums, the
availability of financing, the possibility of natural disasters and the
inevitability of increases in all costs and expenses incurred by Unit Owners.
Although real estate values have appreciated substantially in recent years,
there can be no assurance that the Units will appreciate in value. Therefore,
there is a possibility of loss rather than a gain on resale of a Unit. (see
"DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT - Hotel Facilities," page 51).

26. Possibility of Natural Disaster. Like any real estate investment,
there is a risk that the improvements to the real property could be damaged in
part, or in whole. The Company shall, however, purchase hazard insurance which
in the event of most natural disasters would provide funds for the rebuilding
of the Units.

-13-
<PAGE> 34
27. Investor's Inability to Control or Influence Expenses Incurred.
In addition to each Owner's liability under the RPA Agreement for each Owner's
pro rata share of Room Operating Expenses, each Owner will also be required to
pay directly, or indirectly through the Association, the cost of fire, casualty
and liability insurance, all expenses relating to the operation and maintenance
of the common elements appurtenant to the Unit, utility costs, property taxes,
membership fees and charges, the Association and mortgage payments, if any,
attributable to the Unit. There can be no assurances with regard to the amount
of such expenses or assessments. An Investor should be aware of the fact that
an Owner will be liable for these expenses or assessments regardless of the
success or failure of the Rental Pool, and that failure to pay these expenses
or assessments could result in the establishment of and foreclosure of a lien
on the Unit. Investors, by virtue of the RPA Agreement, will be bound by the
terms of such agreement for at least twenty (20) years, unless earlier
terminated by the Company. Further, the Investor will not have any voting
rights or other ability to control the level of charges, fees, costs,
assessments, or liabilities incurred on their behalf, but will be fully
responsible for all charges, fees, costs, assessments and liabilities. The
Board of Directors of the Condominium Association shall review the actual
expenditures incurred by the Company on behalf of the Condominium Association
and the Unit Owners. The Board of Directors of the Condominium Association
shall have no right to control these factors except as to inform the Company of
the opinion of the Association and its member Unit Owners.

28. Financing of Purchase. If an Investor intends to finance the Unit
purchase, an Investor must arrange financing with a lending institution of the
Investor's choice and there can be no assurances that funds will be available
or, if available, that they will be loaned at an interest rate or upon other
terms satisfactory to the Investor. If acceptable financing cannot be obtained
and the Investor is unable to complete the purchase of the Unit, the Investor's
down payment may be forfeited. (See "THE OFFERING - Financing of Purchase,"
page 37).

29. Possible Loss of Downpayments. Initially each Investor's
downpayment will be escrowed in an account to be established at a local bank.
The downpayment will be returned to the Investor if, for any reason other than
the default of the Investor, the purchase of the Unit fails to close. If,
however, the purchase fails to close due the Investor's default, the Company
will have the right to retain the downpayment as liquidated damages. (See "THE
OFFERING - Terms of Purchase," page 37).

30. Lack of Voting Power in Regards to the Operation and Control of
the Units in the Rental Pools. The power to control the actions of the
Association, whether through its Board of Directors or through the members
acting as a group, rests with owners of each condominium unit in the Wilderness
Hotel Condominium. Because Wilderness Hotel & Resort, Inc. and Wild Golf, Inc.
own a large portion of the Wilderness Hotel & Resort, however, the vote of the
Association will not solely be able to influence or control the direction of
the Wilderness Hotel & Resort. The Unit Owners, by their membership in the
Association, shall have all voting rights to elect the Association's Board of
Directors and any issues voted upon by members of the Association pursuant to
the Declaration of Condominium. The Unit Owners have no voting power regarding
the Company or its affiliates, and therefore the Unit Owners will not have
authority to control the management and operation of Rental Pools, the Company
and/or its

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<PAGE> 35
affiliates. The Company has been given total discretion and control in matters
related to the operations of the Units and the Rental Pools.

31. Assignment by the Company of its Management Obligations. The
Company may assign all or substantially all of its duties without the consent
of the Unit Owners.

32. Company's Ability to Merge or Consolidate With Another Company
Without the Consent of Unit Owners. The Company may merge or consolidate with
any affiliated or unaffiliated company without the consent of the Unit Owners.

33. Incomplete Offering. The Company has reserved the right, in its
sole and absolute discretion, to cancel this Offering. In the event the
Offering is cancelled, the Escrow Agent shall refund any deposit to the
Investor with interest, if any.

34. Reliance on Management. Pursuant to the terms of the RPA
Agreement, the Owners have no authority to control the management and operation
of the Rental Pools or the Company. Management and operation of the Rental
Pools and the Company reside solely in the Company, its officers and directors.
Accordingly, the Owners will have no control over changes in policy in regard
to the Rental Pools and any changes in the Rental Pools' policies may not fully
serve the interest of each individual owner. In order to protect the property
and operations, the Company has the authority to amend the Rental Pools'
policies and the rules and regulations governing the Rental Pools without a
vote of the Unit Owners, provided such amendment is consistent with the terms
of the RPA Agreement, the Use and Access Agreement and the management and Use
Agreement. The Company does intend to meet periodically to discuss all matters
with the Association's Board of Directors, composed of the members of the
Association elected by the other members, for purposes of sitting on the Board.
Notwithstanding this, the ultimate responsibility for policies will be the sole
domain of the Company. (See DESCRIPTION OF THE RENTAL POOL-Term, page 39 and
the RENTAL POOLING AND AGENCY AGREEMENT, attached as Exhibit 4-A.)

35. Fiduciary Responsibility of the Company. The Company is
accountable to the Investors, as a fiduciary, and consequently must exercise
good faith and integrity in handling affairs between the parties. This is a
rapidly developing and changing area of the law and the Investors, but if
Investor has questions concerning the duties of the Company, should consult
with their own counsel.

36. Dependance on Key Personnel. The Units will be managed by the
Company. The loss of the services of Thomas J. Lucke and/or S. Peter Helland,
Jr., both officers and directors of the Company, could have serious adverse
effect on the operation of the Units, the Rental Pools and the Wilderness Hotel
& Resort. There are no existing written employee contracts with any employees,
nor do any employees have a covenant not to compete with the Company or its
related entities.

37. Americans With Disabilities Act. Under the Americans with
Disabilities Act (the "ADA") all public accommodations are required to meet
certain federal requirements related to physical access and use by disabled
persons. A determination that the Units are not in compliance with the ADA
could result in imposition of fines, injunctive relief, damages and

-15-
<PAGE> 36
attorneys fees. A finding of noncompliance could also endanger the Company's
ongoing ability to rent the Units as hotel accommodations to the general
public. A certificate of occupancy will not be granted unless the Company has
complied with the Americans with Disabilities Act. Any fines, injunctive
relief, damages and attorneys fees due to noncompliance will be the
responsibility of the Company.

Conflicts of Interest

1. Conflicts Within Hotel Management. The Company will act as agent
for the Owners under the RPA Agreement. During the development stage of the
Units, the Company will control the board of directors of the Association. The
Company intends to enter into a contract with the Association for the
management, operation and maintenance of the common areas controlled by the
Association. The affiliates of the Company will own and operate the Wilderness
Hotel & Resort. The officers and directors of the Company are also officers or
directors of Wild Golf, Inc., Wilderness Hotel & Resort, Inc. and WILBAR, Inc.
and have been involved directly with the development and promotion of the
Wilderness Hotel & Resort and may be involved, directly or indirectly, in the
operation of the Units. Accordingly, the Company may have conflicts of
interest with regard to (1) its services to be performed for the Owners under
the RPA Agreement and for the Association under a common areas management
agreement, (2) the remuneration to be paid for providing such services, (3) its
relationship as manager of the common areas for the Association, and its
initial control of the board of directors of the Association, and (4) the
manner in which the obligations, of the Wilderness Hotel & Resort management
and the Association have to one another, are performed.

2. Conflicts Within Wilderness Hotel & Resort. Wilderness Hotel &
Resort, Inc., Wild Golf, Inc. and WILBAR, Inc. currently operate and perform
management services for the Wilderness Hotel & Resort. The Company and it
affiliates intend to develop, market and manage, in the future, other hotels,
condominiums, or hotel-condominium projects, to organize condominium or
homeowners' associations for the operation of such projects, to designate its
employees as temporary directors for such associations and to act as rental
agent and managers for the owners of units in such projects. The existing
Wilderness Hotel and future projects at the Wilderness Hotel & Resort will be
in competition with the Units for rental accommodation.

3. Company Policies. The Company and its other affiliates have
adopted the following policies, which are unwritten at this time, with respect
to the conflicts of interest set forth above, however, these policies may be
varied if circumstances change:

(a) Transactions Within Hotel Management. The Company will provide
rental management services for the Units under the RPA Agreement. The Company
intends to enter into a management agreement with the Association to provide
management services for the common areas of the Units and intends to enter into
an access and use agreement with Owners to provide Owners with certain access
and use of the Wilderness Hotel & Resort recreational facilities. It is the
policy of the Company that the Company's operation of the Units and the common
areas and its, or any affiliate's, relationship with the Owners or the
Association, will be on terms no less favorable to the Owners or the
Association than the terms pursuant to which such operations or relationships
with unrelated persons or entities are or could be conducted.

-16-
<PAGE> 37
(b) Competition by Affiliates Within Wilderness Resort. The Company,
Wilderness Hotel & Resort, Inc., Wild Golf, Inc. and Wilbar, Inc. intend to
cooperate with each other in providing appropriate accommodations for
prospective tenants. The Units, together with all other condominium Units
built in the future will be given a fair exposure to prospective tenants that
contact the Company for reservations. By fair exposure, it is contemplated
that each Unit would benefit from the overall marketing exposure and no
specific Units would be placed ahead of others in attempt to lease them to the
general public for hotel accommodations.

Assumptions

Estimated revenues and expenses of the Rental Pool, as shown on
Exhibits 17 and 18, are based in large part on the assumptions described
therein. Though the Company has attempted to make realistic assumptions for
the purpose of these tables, some or all of the assumptions used therein may be
erroneous, in which case the economic results shown therein would also be
erroneous. There is and can be no assurance that the assumptions on which
these tables of economic results are based will be correct. For example, most
of the factors described herein under the heading "RISK FACTORS AND OTHER
FACTORS TO BE CONSIDERED" (page 7) would affect the correctness of the
assumptions contained in the enclosed tables. In addition, the economic
results presented in these tables, even if the underlying primary assumptions
are accurate, should be considered reasonable approximations only. They are
based upon reasonably precise methods of computation and secondary assumptions
believed to be reasonable to the nature and the purpose of the analysis.

The assumptions are as follows:

o It is assumed that expenses for the units will be in line with expenses at
other hotels in the Wisconsin Dells Area which have been or are presently
operated by the officers of the Company.

o Occupancy rates will be similar to the other hotels which have been or are
presently operated by the officers of the Company.

o Room rates will be similar to the Wilderness Hotel & Resort and/or other
hotels which have been or are presently operated by the officers of the
Company.

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<PAGE> 38
INTRODUCTORY STATEMENT

1. The Company

Wilderness Development Corporation (the "Company") was organized under
the laws of Wisconsin on July 26, 1996 (see "THE COMPANY - The Company and Its
Affiliates," page 59). The Company's principal executive offices are located
at 511 E. Adams Street, Wisconsin Dells, Sauk County, Wisconsin. The mailing
address for the executive offices is 511 E. Adams Street, Wisconsin Dells,
Wisconsin 53965 and the telephone number is (608) 253-9729.

The Company is "affiliated" (within the meaning of the Securities Act
of 1933) with the following companies: 1) Wilderness Hotel & Resort, Inc.
which presently owns a portion of the Wilderness Hotel & Resort and operates
the hotel functions at the Wilderness Hotel & Resort; 2) Wild Golf, Inc., which
presently owns a portion of the Wilderness Hotel & Resort and operates the golf
functions at the Wilderness Hotel & Resort; and 3) WILBAR, Inc., which
presently owns and operates the food and bar functions at the Wilderness Hotel
& Resort (see "THE COMPANY - The Company and Its Affiliates," page 59). The
Investors of the Units offered hereby will have no interest in the Company, or
any of the affiliates. Any proceeds generated by an affiliate, including but
not limited to Wild Golf, Inc., WILBAR, Inc. and Wilderness Hotel & Resort,
Inc., will not be contributed in any way to the Rental Pool(s). Unit Owners
will not have any rights to any cash flow or any other assets of the Company or
any of its affiliates. Further, Unit Owners will not have any interest,
voting, rights to dividends, ownership or any other rights in the Company or
any of its affiliates.

2. Hotel-Condominium

The Company is offering to Investors 133 fully furnished Units in two
separate Phases, in the Wilderness Hotel. There are 61 Units to be constructed
at the Wilderness Hotel & Resort ("Phase I") (see "PHASES--PHASE I," page 31)
and 72 Units to be constructed at the Wilderness Hotel & Resort ("Phase II")
(see "PHASES--PHASE II," page 31) to be constructed on a 170 acre site located
in the core of the all season recreational resort complex known as Wilderness
Hotel & Resort in Lake Delton, Sauk County, Wisconsin (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT," page 50). Construction of Phase I of the Hotel
Condominium Project will commence in September 1997 and is scheduled for
completion in June 1998. Construction of Phase II shall begin in September
1998 and would be scheduled for completion in June 1999.

The Units are being offered on a best efforts basis by the Company.

3. The Rental Pooling and Agency Agreement

Investors of the Units offered under this Prospectus will be required
to enter into an RPA Agreement with the Company (see "DESCRIPTION OF THE RENTAL
POOL," page 38). Under the RPA Agreement the Company will act as agent for the
owners of the Units (the "Owners") in the promotion and rental of their Units
as hotel accommodations. In both Phases there will be seven (7) separate
Rental Pools, one for each general classification of Units (see "DESCRIPTION OF
THE RENTAL POOL," page 38). All rental income from each Unit in

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<PAGE> 39
that certain Rental Pool will be pooled and distributed among the Owners of
that certain Rental Pool pursuant to the provisions of the RPA Agreement. To
facilitate the economic objectives of the Rental Pool(s), Owners will be
limited to ten (10) Personal Use Nights per complete calendar year, subject to
the terms contained herein and the RPA Agreement.

<TABLE>
<CAPTION>
======================================================================================================
TYPE OF UNIT IN POOL NUMBER OF UNITS IN RENTAL POOL DESCRIPTION (1)
------------------------------------------------------------------------------------------------------
<S> <C> <C>
A 38 One Room
------------------------------------------------------------------------------------------------------
B 19 One Room/Loft
------------------------------------------------------------------------------------------------------
C 40 One Bedroom
------------------------------------------------------------------------------------------------------
D 20 One Bedroom/Loft
------------------------------------------------------------------------------------------------------
E 8 Master Bedroom
------------------------------------------------------------------------------------------------------
F 4 Three Bedroom/Loft
G/H 4 One/Two Bedroom(s)
======================================================================================================
</TABLE>

(1) As more particularly described on page 51, as "Description of the
Unit" and page 53 in the "Description of the Furnishings," and Exhibit
17.

4. Personal Use

In addition to all other rights and obligations available to a Unit
Owner, he/she and/or his/her assigns may use the Unit for a total of ten (10)
nights during any one (1) calendar year within an Owner's own Rental Pool
("Personal Use Nights"). Such Personal Use Nights shall not be allowed from
June 10th through Labor Day. Further, all Personal Use Nights shall be subject
to availability within Owner's own Rental Pool. An Owner's Personal Use Nights
shall be free of any rental charge whatsoever, except: for any telephone
charges; charges to the room during the Owner's stay at the Wilderness Hotel &
Resort; recreation fees or charges at the Wilderness Hotel & Resort; any
extraordinary wear and tear and/or damage to any Unit and/or the furnishings
contained therein; and any other charge or fee not incidental to actual rental
charge normally due from the occupant of a hotel room within the hotel
industry. In the event an Owner owns a Unit for less than a full calendar
year, the number of Personal Use Nights shall be prorated on the basis of ten
(10) Personal Use Nights per 365 days. In the event a Personal Use Day is to
be prorated in any given year, resulting in a number of days containing a
fraction, then the number of personal use days will be rounded up to the next
highest whole number. Any use shall be subject to the terms of this Agreement
and all rules and regulations of the Hotel Condominium Project and the
Wilderness Hotel & Resort. Notwithstanding anything contained herein to the
contrary, Personal Use Nights must be used during a calendar year or the right
to use the Personal Use Night shall expire on December 31 of that certain
calendar year. As a result, no Personal Use Nights can be accumulated from
year to year. (See "DESCRIPTION OF RENTAL POOL," page 38 and Exhibit "4-B.")

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<PAGE> 40
5. Types of Units

There are twelve (12) different types of Units being offered in Phases
I and II. Each of the twelve (12) Units are described in detail in Exhibit 17,
attached hereto. The various types of Units are as follows:

COST OF UNITS IN PHASES I AND II

<TABLE>
<CAPTION>
=================================================================================================================
Description of Initial Prices Phase II Prices Phase I Phase II # of Maximum # of
Unit Phase I # of Units Units Units
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Type A-1 Unit $114,900.00 $124,900.00 8 10 18
-----------------------------------------------------------------------------------------------------------------
Type A-Unit $120,900.00 $130,900.00 10 10 20
-----------------------------------------------------------------------------------------------------------------
Type B-1 Unit $128,900.00 $138,900.00 4 5 9
-----------------------------------------------------------------------------------------------------------------
Type B Unit $131,900.00 $141,900.00 5 5 10
-----------------------------------------------------------------------------------------------------------------
Type C-1 Unit $130,900.00 $140,900.00 9 12 21
-----------------------------------------------------------------------------------------------------------------
Type C Unit $136,900.00 $146,900.00 7 12 19
-----------------------------------------------------------------------------------------------------------------
Type D-1 Unit $145,900.00 $155,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type D Unit $148,900.00 $158,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type E Unit $192,900.00 $202,900.00 4 4 8
-----------------------------------------------------------------------------------------------------------------
Type F Unit $207,900.00 $217,900.00 2 2 4
-----------------------------------------------------------------------------------------------------------------
Type G $182,900.00 $192,900.00 2 0 2
-----------------------------------------------------------------------------------------------------------------
Type H $177,900.00 $187,900.00 2 0 2
=================================================================================================================
</TABLE>

6. Management of the Wilderness Hotel & Resort and the Units

The Company and/or its affiliates shall manage the Rental Pools, the
Units and the Association pursuant to the RPA Agreement and the Management and
Use Agreement in Exhibits 4-B and 10-D, respectively. As described above, the
Company is affiliated (within the meanings of the Securities Act of 1933) with
Wilderness Hotel & Resort, Inc., Wild Golf, Inc. and WILBAR, Inc. These three
entities all manage different functions at the Wilderness Hotel & Resort.

The overall management of the Wilderness Hotel & Resort is conducted
by the Wilderness Hotel & Resort, Inc. It operates and directs all marketing,
reservations, check-ins, check-outs, maid service, operations, accounting,
maintenance and repair, and any and all other hotel oriented operations at the
Wilderness Hotel & Resort. In conjunction therewith, the Wilderness
Development Corporation shall operate the Rental Pools, including the
accounting for the Rental Pools. Wilderness Development Corporation shall
interact with the Wilderness Hotel & Resort, Inc. to achieve the rental,
maintenance and upkeep of the Units. Wild Golf,

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<PAGE> 41
Inc. is the owner and operator of the golf course amenities adjacent to the
Units at the Wilderness Hotel & Resort. WILBAR, Inc. is the licensee and
operator of the Wilderness Hotel & Resort's food and beverage operations.
Wilderness Hotel & Resort, Inc., Wilderness Development Corporation, WILBAR,
Inc. and Wild Golf, Inc. are commonly owned by the same shareholders and have
the same officers and directors.

7. Use of Proceeds

This is a summary of the Use of Proceeds Section. This is not to be
used as a substitute for the Use of Proceeds section at page 24. The net
proceeds of this Offering will be used to pay Offering costs; the costs of
construction of the Units; construction of recreational facilities; any amounts
owed to any lender or Affiliate thereunder; and any commission due any licensed
qualified and/or exempt persons and/or entities with all remaining proceeds
payable to the Company and/or its affiliates (see USE OF PROCEEDS, page 24).

Gross proceeds to be received by the Company from the sale of all of
the Units (see "COMPENSATION AND FEES" page 29), are expected to be
$19,707,700.00, and are expected to be applied approximately as follows:

COMBINED PHASES I AND II
<TABLE>
<CAPTION>
% of Gross
Amount Proceeds
------ ----------
<S> <C> <C>
Gross Proceeds of This Offering $19,707,700.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $284,815 .00 1 .50%

Sales Commissions* 1,182,468.00 6%

Amount Available for
Application Toward Units
Construction Costs and Additional
Recreational Facilities;
Related Fees and
Expenses; and Proceeds
Due Seller $18,525,238.00 92.50%
</TABLE>

* Notwithstanding this chart, a commission and/or compensation will
only be paid if a sale of a Unit is procured by a duly licensed qualified
and/or exempt person or entity under any state and/or federal requirement(s).
Any such commission and/or compensation so paid shall be paid by the Company.
At the present time it is contemplated that Units will only be sold by Thomas
J. Lucke and S. Peter Helland, Jr., both officers and directors of the Company.
In the event a sale is procured by a duly licensed person or entity, this
offering will be amended to reflect commissions to be paid and the amended
filing will be submitted to the Security and Exchange Commission for staff
review.

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<PAGE> 42
8. Distributions

As the Investors do not own any shares of the Company, the Company
will not make annual or other distributions of the Company's income to Owner,
nor does owning a Unit give rise to a distribution right from the Company of
any of the Company's income. Owners may derive revenue from renting the Units
through the Rental Pool. There can be no assurances that an Owner will realize
any rental revenue from the Units and the Rental Pool.

In the event the costs and expenses of operating a Unit in a Rental
Pool exceeds the Gross Room Revenues for that Rental Pool, then Investors will
be required to contribute funds to cover the shortfall. Penalties for
nonpayment of any shortfall amount will be the creation of a lien in the amount
of the sums due for the shortfall against the Unit and the possible potential
of foreclosure of that lien in the event of nonpayment by the Investor. See
SHARING OF REVENUES AND EXPENSES at page 44.

9. Tax Considerations

The parties to the RPA Agreement will be treated as partners for
federal tax purposes. (See "Counsel Opinion Letter," Exhibit 8.) Tax
consequences will vary upon an Owner's use of the Unit and deductions for costs
of interest, annual dues, special assessments, if any, may be limited. Upon
the closing of the sale and purchase of a Unit there will be Wisconsin Real
Estate Transfer Tax due (see INCOME TAX INFORMATION, page 61).

10. Plan of Offering

As of the date of this Prospectus, it is anticipated that sales will
definitely be offered in Wisconsin and possibly offered in Indiana, Iowa,
Minnesota, Illinois and Michigan. There is no understanding or arrangement,
whether written or oral, between the Registrant and any broker or dealer,
relating to the distribution of the Units. It is not anticipated that any
understanding or arrangement shall arise after the effective date of the
Registration Statement. In the event, after the Registration Statement becomes
effective, the Registrant enters into any selling agreement which calls for any
payment, regardless whether it is more than the usual or customary
compensation, a sticker supplement, pursuant to Rule 424(c) describing such
arrangement will be filed by the Registrant. The Registrant does not intend to
pay any referral or similar fees to any professional or other persons in
connection with the distribution of the Units at this time. The Company and/or
it affiliates do not intend to purchase any Units and accordingly, no such
interests will be included in the offering.

11. Plan of Distribution

At the present time, the Units shall only be offered by the officers
of the Company to Investors. no real estate agents and/or dealer brokers, or
underwriters, are expected to participate in the distribution. The officers
are Thomas J. Lucke and S. Peter Helland, Jr. Further, said officers shall sell
the Units without any commission for generating or producing and procuring a
sale.

-22-
<PAGE> 43

Available Information

Offered by:

Wilderness Development Corporation,
511 E. Adams Street
Wisconsin Dells, Wisconsin 53965
(608) 253-9729

This Prospectus contains all of the information appearing in the Registration
Statement on file with the Securities and Exchange Commission. All information
on file with the Securities and Exchange Commission may be obtained from the
Commission's principal office in Washington, D.C. (at the address state below),
upon payment of the fee prescribed by the rules and regulations of the
Commission, or may be examined there without charge.

SEC ADDRESS: United States Securities and Exchange Commission
Washington, D.C. 20549
WEBSITE: "http://www.sec.gov"

Further, copies of all materials may also be obtained from the Public Reference
Sector of the Securities and Exchange Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549.

The date of this Prospectus is May 6, 1997, as amended May 14, 1997, May 28,
1997 and July __, 1997.

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<PAGE> 44
PLAN OF DISTRIBUTION

Initially the Company intends that the Units being registered will be
offered to the public by the officers of the Company without any compensation
on a best efforts basis. If this selling arrangement proves unsuccessful, the
Company, at a later date, may employ real estate brokers with appropriate
security licenses. At such time, the Company will file an appropriate
amendment to the Registration Statement of which this Prospectus is a part,
identifying the plan of distribution and selling arrangements made with such
other broker-dealers.

There is no understanding or arrangement, whether written or oral,
between the Registrant and any broker or dealer, relating to the distribution
of the Units. It is not anticipated that any understanding or arrangement
shall arise after the effective date of the Registration Statement. In the
event, after the Registration Statement becomes effective, the Registrant
enters into any selling agreement which calls for any payment, regardless
whether it is more than the usual or customary compensation, a sticker
supplement, pursuant to Rule 424(c) describing such arrangement will be filed
by the Registrant. The Registrant does not intend to pay any referral or
similar fees to any professional or other persons in connection with the
distribution of the Units at this time. The Company and/or it affiliates do
not intend to purchase any Units. At the present time, the Units shall only be
offered by the officers of the Company to Investors. No real estate agents
and/or dealer brokers, or underwriters, are expected to participate in the
distribution of the Units. The officers are Thomas J. Lucke and S. Peter
Helland, Jr. Further, said officers shall sell the Units without any
commission for generating or producing and procuring a sale.

DETERMINATION OF OFFERING PRICE

The offering price per Unit has been determined solely by the Company
on the basis of its subjective considerations of marketing elements and has not
been calculated based upon any method considering net worth, earnings,
appraisals, or other established investment critera of value. Accordingly,
there can be no assurances that the Units offered hereby can be resold at or in
excess of the offering price, if at all. There is no organized market for the
trading of the Units offered herein and none is expected to develop.

USE OF PROCEEDS

Assuming that the maximum number of Units offered hereby are sold, the
gross proceeds from the sale will be approximately $18,987,700.00. The
proceeds shall be used to pay: 1) the construction loans, which finance the
construction of the Units; 2) any existing other loans made, whether to pay for
the cost of this offering or otherwise; 3) any operating deficits the Company
may have incurred through the offering, construction, marketing or subsquent to
any of these stages; and 4) any excess proceeds will then go to the Company.
It is anticipated that the funds available to the Company for use as it sees
fit is approximately $2,723,623.00. In the event the Company is able to reduce
its construction costs, or any other expense related to this offering, and/or
files an amendment which allows a higher price to be charged and is ultimately
paid, then the Company shall receive more funds as net proceeds from this
offering than anticipated.

-24-
<PAGE> 45

COMBINED PHASES I AND II

<TABLE>
<CAPTION>
% of Gross
Amount Proceeds
------ ----------
<S> <C> <C>
Gross Proceeds of This Offering $19,707,700.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $ 284,815.00 1.50%

Sales Commissions* 1,182,468.00 6%

Amount Available for
Application Toward Units
Construction Costs and Additional
Recreational Facilities;
Related Fees and
Expenses; and Proceeds
Due Seller $18,525,238.00 92.50%
</TABLE>

-25-
<PAGE> 46
<TABLE>
<CAPTION>
PHASE I
-------
% of Gross
Amount Proceeds
------ ----------
<S> <C> <C>
Gross Proceeds of This Offering $8,498,900.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $ 127,184.00 1.50%

Sales Commissions* $ 509,934.00 6%

Amount Available for
Application Toward Units
Construction Costs and Additional
Recreational Facilities;
Related Fees and
Expenses; and Proceeds
Due Seller $7,988,966.00 9.50%
</TABLE>

-26-
<PAGE> 47
PHASE II

<TABLE>
<CAPTION>
% of Gross
Amount Proceeds
------ ----------
<S> <C> <C>
Gross Proceeds of This Offering $10,508,800.00 100.00%

Public Offering Expenses
(legal, accounting and
printing) $ 157,632.00 1.50%

Sales Commissions* 630,528.00 6%

Amount Available for
Application Toward Units
Construction Costs;
Related Fees and
Expenses; and Proceeds
Due Seller $ 9,720,640.00 92.50%
</TABLE>

-27-
<PAGE> 48
CONSTRUCTION AND OTHER COSTS RELATED TO PHASES I AND II

The Company presently estimates that the total cost of the entire
construction cost of the Units and the Additional Recreational Facilities will
be approximately $14,840,000 allocated among the following cost categories:

<TABLE>
<CAPTION>
Expense Item Phase I Phase II
- - - ------------ ------- --------
<S> <C> <C>
Hotel Units $2,675,500.00 $4,336,000.00

Additional Recreational
Facilities 4,200,000.00 0.00

Furniture, Fixtures and
Equipment 458,000.00 542,000.00

Access Roads, Parking Lots,
Sewage Facilities and Common
Elements 716,000.00 849,000.00

Landscaping 68,700.00 81,300.00

Architectural and
Engineering Fees 91,600.00 108,400.00

Construction Financing Fees
and Interest 229,000.00 271,000.00

Marketing, Advertising and
Printing 458,000.00 542,000.00

General and Administrative
Costs 114,500.00 135,500.00

Other Pre-Opening Costs 68,700.00 81,300.00

Total: $9,080,000.00 $5,760,000.00
</TABLE>

TOTAL COST OF ALL CONSTRUCTION RELATED EXPENSES: $14,840,000.00

The above estimated costs of completing the Units in Phases I and II
will vary depending on the period of construction, changes in financing
interest rates and the like. The Company, however, will be fully liable for
payment of the costs of completing the construction of the Condominium Hotel
Project and will fund the amount of such costs which exceed the proceeds from
this Offering available for application toward such construction costs. The
Company reserves the right to change the sales price of the Units at any time.

-28-

<PAGE> 49

The Company presently estimates that the net sale proceeds of the sale
of all Units in both Phases will be as follows:

Amount Available to Company $2,723,623.00

In the event construction costs are decreased and the Company sells
the Unit without any commissions for sales, the amount available to the Company
will increase.

COMPENSATION AND FEES

The following table presents the compensation and fees expected to be
received by the Company and/or its affiliates in connection with this Offering
or in the operation of the Units.

<TABLE>
<CAPTION>
======================================================================================================
Person or Entity Nature of Compensation or Fees Amount
------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Company The Company, pursuant to the RPA $1,333,773.00
Agreement, will receive a Management Fee (estimated annually
of 35% of Gross Room Revenues (see based on
"DESCRIPTION OF THE RENTAL POOL - The reference
Company's Compensation," page 43 assumptions)
Assuming all Units will be in the Rental
Pool and further assuming an average
$157.00 rental rate per occupied night
and a 50% occupancy rate the Company will
receive annually a fee of $1,333,733.00:
------------------------------------------------------------------------------------------------------
The Company Gross Proceeds before taxes and Reduction $2,723,623.00
in loans:
======================================================================================================
</TABLE>

-29-
<PAGE> 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Pursuant to the Company's audited financial statements, the Company is
a development stage company. The purpose for its creation is to register this
offering, obtain a construction loan, build the Units, and market the Units to
the ultimate Unit Owners. A review of the audited financial statements will
show that there is a promissory note payable. This note payable can only be
repaid by the Company in the event the offering is approved, construction
financing is obtained and the Units are actually built and sold to the ultimate
Unit Owners. In addition, the Company intends to borrow, pursuant to a
construction loan, funds sufficient to build the Units. The source of
repayment of these loans will be the sale of the Units. Operating expenses
will be incurred in the selling of the Units. Until such Units are financed,
built and sold, operations will be limited to funds borrowed for expenses
incurred to date. It must be kept in mind that this is a development stage
company, formed solely for the purpose of carrying out the terms of this
offering. The following is a brief discussion of certain aspects of the
analysis of financial condition and results of operation:

1. Liquidity. The Registrant has very little liquidity because of
the nature of this offering. The Investors are not purchasing share of
equities of the Company, but rather a hotel condominium unit coupled with a
mandatory rental pool and certain use rights. Therefore, the Company has
limited liquidity.

2. Capital Resources. Upon obtaining construction financing, the
Company will make a material commitment for capital expenditures to build the
Unit. The anticipated source of the funds will be a commercial bank in the
midwest area.

3. Operations. The operations have consisted of borrowing funds and
making expenditures in preparing this offering. In that this is a development
stage company, the audited financial statements contained herein are a complete
historic look at the Company, and not just the past five (5) years.

THE OFFERING

The Company offers for sale 133 Units at an aggregate price of
$18,987,700 to be operated as hotel rental accommodations under a mandatory
rental pool arrangement (see "DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT,"
page 50, and "DESCRIPTION OF THE RENTAL POOL," page 38). The Units and the
rental pooling feature offered by the Company are designed as business
investments in a hotel-condominium project located in a golf resort complex.
No assurances can be made by the Company that any distributions of cash will be
made under the RPA Agreement, that will be equal to or in excess of the cost
incurred by the Owners in connection with operating and maintaining the Units.
The Units are being offered on a best efforts basis by the Company.

-30-
<PAGE> 51
PHASES

The Units as offered pursuant to this Prospectus shall be offered and
sold in Phases. The first phase ("Phase I") shall consist of 61 hotel
condominium suites to be constructed at the Wilderness Hotel & Resort. The
second phase ("Phase II") shall consist of 72 hotel condominium suites to be
constructed at the Wilderness Hotel & Resort.

Phases I and II

There are a total of 133 Units in Phases I and II of the Wilderness
Hotel & Resort. These Units consist of 61 Units in Phase I and 72 Units in
Phase II. These Units are to be constructed in substantial compliance with
preliminary descriptions contained herein. The Company anticipates beginning
construction of Phase I in September of 1997 and construction of Phase II in
September of 1998. Estimated time for completion is September 1998 for Phase I
and September 1999 for Phase II. There are twelve (12) different types of
Units in Phases I and II. Units are further classified by location and the
possible addition of a loft. (See "Description of Units," page 51 and Exhibit
17).

Purchase Prices

The Units to be sold in Phase I shall be sold at the price as set
forth in the published price schedule to be delivered with this Prospectus.
The prices for the various types of Units in Phase I will vary according to the
Units special features, (i.e., square footage, view, proximity to amenities and
the like). The Company reserves the right to change the prices of any or all
unsold Units from time to time by the publication of a new price schedule. Any
price change will be effectuated in response to changes in market conditions or
changes in development and selling costs from those currently anticipated.

The initial prices for each type of Unit (including furnishings)(See
"Description of Unit" Page 51 and Exhibit 17) are as follows:

PHASES I AND II

-31-
<PAGE> 52
<TABLE>
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Type D Unit $148,900.00 $158,900.00 4 6 10
-----------------------------------------------------------------------------------------------------------------
Type E Unit $192,900.00 $202,900.00 4 4 8
-----------------------------------------------------------------------------------------------------------------
Type F Unit $207,900.00 $217,900.00 2 2 4
-----------------------------------------------------------------------------------------------------------------
Type G $182,900.00 $192,900.00 2 0 2
-----------------------------------------------------------------------------------------------------------------
Type H $177,900.00 $187,900.00 2 0 2
=================================================================================================================
</TABLE>

The purchaser will also be required to pay: (1) an advanced payment of
the first three months Association fees and the pro rata balance of the current
quarter's Association fees (see "ORGANIZATION OF HOTEL-CONDOMINIUM -
Declaration, Articles and Bylaws - Liability of Members," page 56); (2) the
amount of any loan fee or other costs payable at closing in connection with
financing of the Unit, if any; (3) title insurance expenses; and (4) certain
other closing costs, including but not limited to State of Wisconsin Real
Estate Transfer Fee, the total of which should not exceed $1000.

-32-
<PAGE> 53
The following tables set forth the estimated amount of cash required
for purchase of a specific Unit:

Estimated Cash Required to Close Transaction

PHASE I

<TABLE>
<CAPTION>
=======================================================================================================
Item Type A-1 Unit Type A Unit Type B-1 Unit Type B Unit
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $114,900.00 $120,900.00 $128,900.00 $131,900.00
-------------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
-------------------------------------------------------------------------------------------------------
Title Insurance (3) 345.00 363.00 387.00 396.00
-------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (4) (estimated average)
-------------------------------------------------------------------------------------------------------
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (5)
-------------------------------------------------------------------------------------------------------
Total Cash Payment (6) $117,157.00 $123,175.00 $131,175.00 $134,208.00
=======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
========================================================================================================
Item Type C-1 Unit Type C Unit Type D-1 Unit Type D Unit
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $130,900.00 $136,900.00 $145,900.00 $148,900.00
--------------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
--------------------------------------------------------------------------------------------------------
Title Insurance (3) 393.00 411.00 438.00 447.00
--------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (4) (estimated average)
--------------------------------------------------------------------------------------------------------
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (5)
--------------------------------------------------------------------------------------------------------
Total Cash Payment (6) $133,205.00 $139,205.00 $148,250.00 $151,259.00
========================================================================================================
</TABLE>

-33-
<PAGE> 54
<TABLE>
<CAPTION>
====================================================================================================
Item Type E Unit Type F Unit Type G Unit Type H Unit
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $192,900.00 $207,900.00 $182,900.00 $177,900.00
----------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
----------------------------------------------------------------------------------------------------
Title Insurance (3) 579.00 624.00 549.00 534.00
----------------------------------------------------------------------------------------------------
4-1/2-Months Advance 900.00 900.00 900.00 900.00
Association Fees (4)
(estimated average)
----------------------------------------------------------------------------------------------------
Additional Miscellaneous 1,000.00 1,000.00 1,000.00 1,000.00
Closing Costs (5)
----------------------------------------------------------------------------------------------------
Total Cash Payment (6) $195,391.00 $210,436.00 $185,361.00 $180,346.00
====================================================================================================
</TABLE>

PHASE II

<TABLE>
<CAPTION>
======================================================================================================
Item Type A-1 Unit Type A Unit Type B-1 Unit Type B Unit
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $124,900.00 $130,900.00 $138,900.00 $141,900.00
------------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
------------------------------------------------------------------------------------------------------
Title Insurance (3) 345.00 363.00 387.00 396.00
------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (4) (estimated average)
------------------------------------------------------------------------------------------------------
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (5)
------------------------------------------------------------------------------------------------------
Total Cash Payment (6) $117,157.00 $123,175.00 $131,175.00 $134,208.00
======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
========================================================================================================
Item Type C-1 Unit Type C Unit Type D-1 Unit Type D Unit
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $140,900.00 $146,900.00 $155,900.00 $158,900.00
--------------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
--------------------------------------------------------------------------------------------------------
Title Insurance (3) 393.00 411.00 438.00 447.00
--------------------------------------------------------------------------------------------------------
4-1/2-Months Advance Association 900.00 900.00 900.00 900.00
Fees (4) (estimated average)
--------------------------------------------------------------------------------------------------------
Additional Miscellaneous Closing 1,000.00 1,000.00 1,000.00 1,000.00
Costs (5)
--------------------------------------------------------------------------------------------------------
Total Cash Payment (6) $133,205.00 $139,205.00 $148,250.00 $151,259.00
========================================================================================================
</TABLE>

-34-
<PAGE> 55
<TABLE>
<CAPTION>
===================================================================================================
Item Type E Unit Type F Unit Type G Unit Type H Unit
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit Purchase Price (1) $202,900.00 $217,900.00 $192,900.00 $187,900.00
---------------------------------------------------------------------------------------------------
Recording Fees (2) 12.00 12.00 12.00 12.00
---------------------------------------------------------------------------------------------------
Title Insurance (3) 579.00 624.00 549.00 534.00
---------------------------------------------------------------------------------------------------
4-1/2-Months Advance 900.00 900.00 900.00 900.00
Association Fees (4)
(estimated average)
---------------------------------------------------------------------------------------------------
Additional Miscellaneous 1,000.00 1,000.00 1,000.00 1,000.00
Closing Costs (5)
---------------------------------------------------------------------------------------------------
Total Cash Payment (6) $195,391.00 $210,436.00 $185,361.00 $180,346.00
===================================================================================================
</TABLE>

(1) Assumes an initial purchase price for each type of Unit set
forth under "THE OFFERING - Purchase Prices", page 31.

(2) Recording fees are approximately estimated at $12.

(3) Estimated at $3.00 per thousand based on current prices.

(4) At closing each Investor will be required to pay (a) 3 months'
Association fees in advance to establish a reserve for
extraordinary repairs and capital expenditures; and (b) the
pro rata balance of the current quarter's Association fees
(billed quarterly in advance) due as of closing, for the
purposes of the above table, it is assumed that the estimated
current quarterly payment is based on 1-1/2 months of
assessments being due and owing. For purposes of this section
the 4 1/2 month advance association fee is an estimated
average at $900.00 (see "ORGANIZATION OF HOTEL-CONDOMINIUM -
Declaration, Articles and Bylaws - Liability of Members," page
56).

(5) Additional Miscellaneous Closing Costs includes Wisconsin
Transfer Fee (.003 of Purchase Price) and other closing costs
which, for purposes of this table, are estimated in the
aggregate of $1,000.00.

(6) If an Investor finances his Unit purchase the total cash
payment would be reduced by the amount of the loan; however,
additional costs of closing would likely be incurred by the
Investor, including but not limited to fees for the loan
application, loan origination, credit reports, appraisals,
closing fee and attorney's services, and prorated accounts for
interest and taxes (see "Financing of Purchase" below).

Terms of Purchase

Each Investor will be required to sign a condominium construction and
sales agreement (the "Condominium Construction and Sales Agreement") for a Unit
in the form as set forth in Exhibit "4-A", attached to this Prospectus. The
Condominium Construction and Sales Agreement both provide for an immediate
escrow payment of an amount equal to 10% of the Unit's Purchase Price and
payment in full of the balance of the Purchase Price at the closing.

-35-
<PAGE> 56
The closing will occur after substantial completion of the Investor's Unit upon
20 days prior written notice of closing from the Company to the Investor. The
escrow payment will be held by an independent banking institution or by the
Company's construction lender ("Escrow Agent"). If the Company cancels this
Offering and terminates each executory Condominium Construction and Sales
Agreement it has entered into prior to such cancellation date, the Escrow Agent
will return the escrow payment in full to each Investor together with interest,
if any, from the date of the Condominium Construction and Sales Agreement to
the date of such cancellation. In the event the purchase fails to close for
any other reason, other than the default of the Investor, the Company will
return the escrow payment in full to the Investor, with interest. If the
purchase fails to close due to a default of the Investor, the Company will have
the right to terminate the Condominium Construction and Sales Agreement and
retain the escrow payment and interest accrued as liquidated damages, or to
bring an action for specific performance (see Exhibit 4-A, "The Condominium
Construction and Sales Agreement").

Pursuant to the Condominium Construction and Sales Agreement, the
Company will warrant to each Investor that:

(1) The Units are or will be structurally sound and constructed in
compliance with all applicable zoning laws and in accordance
with the plan and specifications;

(2) All materials, equipment and furnishings used in the
construction of the Units or to be supplied to the Units shall
be of good quality and at the closing of the Unit purchase
will be in good condition and fully operational;

(3) The Company has no knowledge of any pending or contemplated
condemnation of any portion of the Units or any contemplated
zoning changes that would materially adversely affect the
Units construction project;

(4) The construction contractor has/will warrant(ed) and
guarantee(d) the work to be performed and the materials to be
furnished in the construction of the Units and agrees to make
good, at its expense, any defects in materials or workmanship
which may occur or develop within a reasonable period
following completion of construction; and

(5) Standard manufacturer's warranties will apply to all furniture
and fixtures to be placed in the Units.

At closing, the Company will convey to Investor good and marketable
title to the Unit. At closing, the Company will also cause to be issued to
Investor, at Investor's expense, a standard owner's title insurance policy in
the amount of the Purchase Price insuring title to the Unit subject to the
standard ATLA printed exceptions and the Declaration, (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT - Description of Wilderness Hotel & Resort, " page
51), the RPA Agreement, any mortgage or other encumbrance placed on the Unit by
purchaser, any taxes and assessments for the year not yet due and payable, and
all condominium

-36-
<PAGE> 57
documents, easements, zoning, rights-of-way, and other restrictions and
reservations of record, none of which will materially limit the use of the Unit
for the operation as a hotel to abe operated under the terms of the RPA
Agreement.

Cancellation

Each Investor is given the right, pursuant to Section 703.33 of the
Wisconsin Statutes, to cancel the Condominium Construction and Sales Agreement,
without penalty or obligation, within five (5) days from the date of the
execution of the Condominium Construction and Sales Agreement and/or five (5)
days from the receipt of this offering containing the proposed Condominium
Documents, whichever is later. An Investor must notify the Company in writing
of his/her intent to cancel. The notice of cancellation shall be effective
upon the day sent and shall be sent to the Company at 511 E. Adams Street,
Wisconsin Dells, Wisconsin 53965. Any attempt to obtain a waiver of the
Investor's cancellation right is unlawful. While the Investor may execute all
closing documents in advance, the Company's use of the deposit pursuant to the
Condominium Construction and Sales Agreement, before the expiration of the five
(5)-day cancellation period is prohibited.

Financing of Purchase

The Company has made no arrangement with any financial institution for
financing of the purchase of any Units by the Investor and makes no
representation concerning the availability or terms of such financing.
Investors must make their own arrangements for financing. All costs associated
with obtaining financing, such as fees for the loan application, the loan
origination, the appraisal, closing costs, attorney's services and credit
reports, shall be paid by Investor. An Investor who intends to finance the
purchase of a Unit should include the effect of such financing in the
evaluation of this Offering.

Sales

The Units will be sold on a best effort basis by the Company at the
prices established on the published price schedule contained herein (see
"PURCHASE PRICE TABLE," page 1). In the offering of the Units the Company may
be considered an "underwriter" as that term is defined in the Securities Act of
1933. The Company's sales will be conducted only by officers who are also
directors of the Company and because no commissions and/or compensation based
on the sale of any Unit will be paid, the Company is not required to hold a
Wisconsin real estate license nor a broker/dealer security license. The sales
literature, other than this Prospectus, to be used in promoting sales of the
Units are the floor plans, Unit specifications and miscellaneous brochures
regarding the Units and the Wilderness Hotel & Resort (see "SUMMARY OF
PROMOTIONAL AND SALES MATERIAL," page 70). In addition to this Prospectus,
prior to closing, each Investor will receive a copy of the Declaration, the
Articles of Incorporation and the Bylaws for the Association, the current rules
and regulations adopted by the board of directors of the Association (see
ORGANIZATION OF

-37-
<PAGE> 58
HOTEL-CONDOMINIUM," page 56), (see "DESCRIPTION OF HOTEL-CONDOMINIUM PROJECT -
Description of Wilderness Hotel & Resort," page 51).

See also Exhibits 10-A, 10-B and 10-C.

IN ADDITION TO THE COMPANY'S RIGHT TO TERMINATE THIS OFFERING, THE COMPANY MAY
ELECT NOT TO CONSTRUCT ANY PHASE OF THE CONDOMINIUM-HOTEL PROJECT AT ITS SOLE
AND ABSOLUTE DISCRETION.

DESCRIPTION OF THE RENTAL POOL

Each Investor and all Transferees of a Unit offered hereby shall be
required to enter into the Rental Pooling and Agency Agreement (the "RPA
Agreement"), under which the Company is appointed agent and attorney-in-fact
for the Owner in the rental operation and management of the Owner's Unit as a
hotel accommodation. Under the RPA Agreement the Owners will share in the net
rental income from the rental of all of the Units participating in that Unit's
Rental Pool. There are seven (7) specific Rental Pools in Phases I and II.
Each individual Rental Pool is made up of similar Units and each Rental Pool is
more particularly described below:

Phases I and II

<TABLE>
<CAPTION>
=====================================================================================================
TYPE OF UNIT IN POOL NUMBER OF UNITS IN RENTAL POOL DESCRIPTION (1)
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
A 38 One Room
-----------------------------------------------------------------------------------------------------
B 19 One Room/Loft
-----------------------------------------------------------------------------------------------------
C 40 One Bedroom
-----------------------------------------------------------------------------------------------------
D 20 One Bedroom/Loft
-----------------------------------------------------------------------------------------------------
E 8 Master Bedroom
-----------------------------------------------------------------------------------------------------
F 4 Three Bedroom/Loft
-----------------------------------------------------------------------------------------------------
G/H 4 One/Two Bedroom(s)
=====================================================================================================
</TABLE>

(1) As more particularly described on page 51, as "Description of the
Unit" and page 53 in the "Description of the Furnishings," and Exhibit
17.

-38-
<PAGE> 59
The following is a brief summary of the material provisions of the RPA
Agreement and does not purport to be a complete statement of all of the terms
and conditions set forth therein. The following statements are qualified in
their entirety by reference to the complete document, a copy of which is
attached hereto as Exhibit 4-B.

Each separate Rental Pool shall have its own accounting. Gross Room
Revenues for each Rental Pool shall be separately listed and defined. The
expenses for each Rental Pool shall be separately noted and entered. Each
Rental Pool shall keep and retain its own set of accounting ledgers.

Term.

The RPA Agreement commences on the closing date of an Owner's purchase
of his/her Unit and continues for a term of twenty (20) years. The Owner at
the Closing of his/her Unit shall execute the RPA Agreement. Any time after
twenty (20) years following the date the first completed Unit is placed under
the Company's rental management pursuant to the RPA Agreement, the Owners, upon
a two-thirds majority vote at a meeting called for such purpose, may terminate
all of the RPA Agreements and establish an alternate agency for the management
of the rental program. Any time after three (3) years following the Closing of
the last Unit sold, the Company may terminate any individual Owner's RPA
Agreement, or the RPA Agreement with respect to all of the Units and Rental
Pools, by giving 90 days prior written notice to the individual Owner or to all
the Owners, as the case may be.

The RPA Agreement shall terminate with respect to an individual Owner
upon that Owner's death or upon either the Owner's or the Company's bankruptcy,
dissolution or other termination of existence. The Company, however, shall
offer any Transferee the right to execute the RPA Agreement and join the Rental
Pool if the RPA is still in full force and effect. Furthermore, once the RPA
Agreement covering an individual Unit is terminated, the Unit is excluded from
the Rental Pool (see "ORGANIZATION OF HOTEL-CONDOMINIUM - Declaration, Articles
and Bylaws" page 56).

Management and Control.

As agent for the Unit Owners, the Company has full power and authority
to take all actions and to do all things reasonably necessary or desirable for
the proper, efficient and economical management and operation of all of the
Units. The Company is obligated to establish and maintain marketing and
operating programs, policies and procedures for the rental of the Units with a
goal of reasonable profitability. The Company is given total discretion and
control in all matters relating to the rental operation of the Units, including
the authority to demand, reserve and receive rental payments, subject only to
certain reasonable standards.

The Company will maintain books of account that will be open for Owner
inspection with reasonable notice during normal business hours. These books
will be kept according to

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<PAGE> 60
accounting principles that are standard for the hotel industry. The Company
will deliver to the Owners, annually, statements setting forth Gross Room
Revenues, Room Operating Expenses (including Management Fees) and the Owner Net
Rental Income with regard to individual Units and each separate Rental Pool.

Without the Owner's consent and without terminating the RPA Agreement,
the Company may assign all or substantially all of its duties under the RPA
Agreement to an affiliate of the Company or to another recognized hotel
management company. The Company may also merge or consolidate with another
Company without obtaining the Owner's consent.

Owner's Personal Use of the Units.

(a) Personal Use Nights. In addition to all other rights and
obligations available to a Unit Owner, he/she and/or his/her assigns may use
the Unit for a total of ten (10) nights during any one (1) calendar year within
an Owner's own Rental Pool ("Personal Use Nights"). Such Personal Use Nights
shall not be allowed from June 10th through Labor Day. Further, all Personal
Use Nights shall be subject to availability within Owner's own Rental Pool. An
Owner's Personal Use Nights shall be free of any rental charge whatsoever,
except: for any telephone charges; charges to the room during the Owner's stay
at the Wilderness Hotel & Resort; recreation fees or charges at the Wilderness
Hotel & Resort; any extraordinary wear and tear and/or damage to any Unit
and/or the furnishings contained therein; and any other charge or fee not
incidental to actual rental charge normally due from the occupant of a hotel
room within the hotel industry. In the event an Owner owns a Unit for less
than a full calendar year, the number of Personal Use Nights shall be prorated
on the basis of ten (10) Personal Use Nights per 365 days. In the event a
Personal Use Day is to be prorated in any given year, resulting in a number of
days containing a fraction, then the number of personal Use Days will be
rounded up to the next highest whole number. Any use shall be subject to the
terms of this Agreement and all rules and regulations of the Hotel Condominium
Project and the Wilderness Hotel & Resort. Notwithstanding anything contained
herein to the contrary, Personal Use Nights must be used during a calendar year
or the right to use the Personal Use Night shall expire on December 31 of that
certain calendar year. As a result, no Personal Use Nights can be accumulated
from year to year.

(b) Unit Inside an Owner's Rental Pool.

In addition to the Owner using ten (10) Personal Use Nights and at any
time during the year, in the event on the day of the Unit Owner's check in, at
10:30 p.m., each and every Unit in an Owner's Rental Pool is not rented, an
Owner, on a "first come first serve" basis, may rent that Unit for 25% of the
lowest available rental rate for that Unit taking into consideration the time
of year, other discounts being offered and similar considerations. This charge
of 25% of lowest available rental rate shall not be considered Gross Room
Revenue for purposes of the Rental Pool. Rather, the sums shall be paid to the
Company as an administrative fee to cover reasonable costs associated with
renting the Unit for that night. Any amount charged to the Owner for his/her
occupancy will be deducted from the Owner's hotel account unless Owner elects
to pay upon check out. In addition to amounts charged Owner for occupancy,
Owner shall be charged for any normal and actual telephone costs or extra
ordinary maintenance costs associated with Owners occupancy.

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<PAGE> 61
(c) Unit Outside an Owner's Rental Pool. In addition to the Owner
using the ten (10) Personal Use Nights and at any time during the year, in the
event each and every Unit in an Owner's Rental Pool is rented for a given
night, an Owner may occupy any of the Units in the Hotel Condominium Project at
the lowest available rental rate for that Unit, taking into consideration the
time of year, other discount rates then being offered, and similar
considerations. Seventy-five percent (75%) of the published rental rate is
typical of the lowest available rate given by resort hotels to various types of
groups or repetitive business, except during peak holiday periods. The terms
and conditions of an Owner's reduced rate occupancy of a Unit with respect to
reservations, cancellations and occupancy shall be identical to the terms and
conditions imposed on any other guest of the Wilderness Hotel & Resort. Any
amount charged for an Owner's occupancy will be deducted from Owner's hotel
account unless Owner elects to pay upon check out. In addition to amounts
charged Owner for occupancy, Owner shall be charged for any normal and actual
telephone costs or extra ordinary maintenance costs associated with Owners
occupancy.

(d) Restriction on Rental. An Owner, may not rent his/her Unit to
others independent of the Company's rental operation of the Units and the
Rental Pools. Further, an Owner can block off and reserve the use of his/her
Unit any time prior to that Unit being reserved by a member of the general
public, but rate will not be determined until the morning after the Unit
Owner's arrival at the Wilderness Hotel & Resort, unless Owner is using one of
his/her ten (10) Personal Use Nights.

(e) Notification of Intent to Occupy. Owner shall not have the right
to use a Personal Use Night on any specific day pursuant to the terms of this
Agreement unless he/she shall make a reservation with the reservation clerk for
the Wilderness Hotel & Resort and the Unit(s) has not been reserved for
occupancy on such days. Similarly, if an Owner wishes to allow a specified
guest to occupy his/her Unit during all or any of the Owner's Personal Use
Nights, Owner must make a reservation as provided above, together with a
written memorandum signed by Owner stating his consent to the Personal Use
Nights being used by the specified guest. Owner may cancel any Personal Use
Night reservation seventy- two (72) hours prior to date of arrival, and pay a
Ten Dollar ($10.00) cancellation fee; provided, however, that if the notice of
cancellation is received less than seventy-two (72) hours prior to the date of
arrival, the Owner, for the purposes of determining the number of Personal Use
Nights used, shall be deemed to have occupied the Unit for the period specified
in his/her reservation unless the Company shall actually obtain a rental of the
Unit during that period.

(f) Manner of Use. An Owner's Unit may be occupied on a Personal Use
Night by any Owner or specified guest. Only Owner or his spouse shall be
granted discount rates for their use of other categories of Units in the Hotel
Condominium pursuant to paragraphs 2.2(b) and 2.2(c), and only to the extent
other discount rates are then available to group or repetitive business. At
any time a Unit is used by Owner, his/her spouse, or specified quests, whether
being a Personal Use Night, at a discount rate or otherwise, the user or users
shall comply with all Hotel rules and regulations with respect to their use of
the Unit and Hotel Condominium Project and Wilderness Hotel & Resort
facilities. The Personal Use Nights and/or discount rates, as the case may be,
shall be available to the Owner, spouse, or specified guest on a basis of one
per Unit owned by the Owner. By way of example, an Owner of one Unit using a

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<PAGE> 62
discount rate or Personal Use Night shall be entitled to use only one Unit on
that specific night. Any other Unit rented by the Owner spouse or specified
guest shall be at full rack rate.

Rental Rates.

The Wilderness Hotel & Resort will be in direct competition with
hotels, motels and other condominium developments renting condominium units and
hotel rooms in the Wisconsin Dells area (see "DESCRIPTION OF THE
HOTEL-CONDOMINIUM PROJECT - Hotel Facilities," page 51). Accordingly, the
daily rental rates for the Units will fluctuate to meet competitive conditions.
Based on the information contained in the Company's own analysis of the
competition in the local market, the following daily double occupancy rates to
be charged for use of the Units as rental accommodations have been tentatively
adopted by the Company. The Company, however, reserves the right to charge
lower rental rates at any time, as it deems necessary, and/or as dictated by
market condition.

<TABLE>
<CAPTION>
==========================================================================================================
Type of Unit Accommodations High Season (1) Normal Season (2) Winter Season (3)
(Day) (Day) (Day)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Unit A-1 One Room 170.00 135.00 115.00
----------------------------------------------------------------------------------------------------------
Unit A One Room 180.00 145.00 115.00
----------------------------------------------------------------------------------------------------------
Unit B-1 One Room/Loft 190.00 150.00 130.00
----------------------------------------------------------------------------------------------------------
Unit B One Room/Loft 199.00 160.00 130.00
----------------------------------------------------------------------------------------------------------
Unit C-1 One Bedroom 190.00 150.00 130.00
----------------------------------------------------------------------------------------------------------
Unit C One Bedroom 199.00 160.00 130.00
----------------------------------------------------------------------------------------------------------
Unit D-1 One Bedroom/Loft 210.00 175.00 155.00
----------------------------------------------------------------------------------------------------------
Unit D One Bedroom/Loft 225.00 190.00 155.00
----------------------------------------------------------------------------------------------------------
Unit E One Bedroom 295.00 250.00 195.00
----------------------------------------------------------------------------------------------------------
Unit F Three Bedroom/Loft 315.00 285.00 225.00
----------------------------------------------------------------------------------------------------------
Unit G Two Bedroom 250.00 220.00 195.00
----------------------------------------------------------------------------------------------------------
Unit H One Bedroom 250.00 220.00 195.00
==========================================================================================================
</TABLE>

Special discount rates will be offered for groups and repetitive business.
___________

(1) High Season is considered the months of July and August; however this
period is subject to change.

(2) Normal Season is considered the month of June; also subject to change.

(3) Winter Season is considered January, February, March, April, May,
September, October, November and December of each year; also subject
to change.

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<PAGE> 63
The Company's Compensation.

Management Fee. Each Owner shall pay to the Company the Management
Fee of 35% of Gross Room Revenues. In turn, the Company shall provide
marketing, advertising, front desk staff, wages for reservation staff, wages
for housekeeping, bookkeeping, administration and switchboard services.

Revenues and Expenses of the Rental Pool

The figures in Exhibit 18 represent the estimated annual economics of
each of seven (7) Rental Pools which assumes all 133 of the Units are
participating in the Rental Pool, under varying occupancy rates, however the
Company can make no assurances that these estimates will prove accurate.

ROOM OPERATING EXPENSES

The types of expenses incurred in owning a Unit include ownership
expenses paid directly by owners ("Additional Expenses Applicable to the
Activity"), expenses related to the Association's management of the common
elements ("Condominium Association Expenses") and expenses related to the
operation of the Rental Pool ("Rental Pool Expenses")(all of these
aforementioned expenses shall be generally known as "Room Operating Expenses").
Owners will be individually responsible for Additional Expenses Applicable to
the Activity such as real estate and personal property taxes, mortgage payments
(interest and principal), if any, Owner occupancy charges, casualty insurance
and any separately acquired special services. Condominium Association Expenses
relating to the maintenance, insurance, operation and occupancy charges of the
common elements will be paid by the Association and charged proportionately to
each Owner via an Association assessment. The share of each Units Condominium
Association Expense will be directly related to the Units square footage as it
relates to the total square footage (see "ORGANIZATION OF HOTEL-CONDOMINIUM -
Declarations, Articles and Bylaws-Liability of Members," page 56). The Rental
Pool Expenses will be determined monthly and will be charged to each Owner's
Rental Pool Account and paid as part of a monthly association payment. Any
deficiencies in the amount of the collected Management Fee used to pay the
costs and expenses shall be collected from the Unit Owner.

The "Room Operating Expenses" generally includes all costs, charges
and expenses attributable to the operation of all of the Units in a specific
Rental Pool and each separate Rental Pool as hotel accommodations, including
without limitation, costs of linen and laundry service; costs of guest
supplies; fees and commissions paid to travel agents; any and all reserves
required to replace any improvements at the Hotel Condominium Project, credit
card commissions; bad debt losses; expenses of repair, maintenance and
refurbishment of office, reception, housekeeping and maintenance areas;
expenses of repair, maintenance and refurbishment of Unit furnishings,
fixtures, equipment and household items; costs of utilities; that certain
access and use fee ("User Fee") to be paid pursuant to that certain access and
use agreement dated ____________ by and between the Association and the Company
and its affiliated entities (the "Access and Use Agreement")(see "User Fee
Ledger," Exhibit 17 and description of User Fee below); computer bookkeeping
and accounting expenses; and fees for legal and other professional services.
The Room Operating Expenses also include the cost of thorough periodic

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<PAGE> 64
cleaning and repair of the Units and their furnishings, which maintenance,
cleaning and repair shall be done by the Company to the extent feasible on a
rotating basis so as to maintain all Units in proper condition for their rental
use. The Room Operating Expenses are detailed on Exhibit 17 and are labeled
"Association Costs and Budget."

User Fee Expense

Wilderness Hotel & Resort, Inc. will continue to operate and maintain
the indoor and outdoor recreational facilities located at the Wilderness Hotel
& Resort. The recreational facilities are and it is anticipated that it will
continue to be a major factor in attracting hotel guests to the Wilderness
Hotel & Resort. The cost of upkeep, repair, operation and replacement shall be
shared by all Units and the existing non-condominium hotel units. These
include pool supplies, wages associated with the management and upkeep of the
facilities, utility expenses, insurance expenses, garbage pickup, salaries for
management, administration, security and water safety (lifeguards), taxes,
utilities, replacement costs, landscaping (see chart below for estimated
numbers) and real estate taxes directly attributable to these facilities.
Specifically, these user fees will be allocated by the square footage ratio;
the sum of Phase I and II Units divided by the sum of non-condominium hotel
units and Phase I and II square footage. That fraction is then multiplied by
the total amount of the Association's budget. This number is then reduced by
35% (percent of rent received by the Company). After the total amount of user
fees applicable to the Units is determined, it is incorporated into the overall
Rental Pool and Condominium Association's costs. These costs, in turn, are
allocated by Rental Pool types and shared equally by the number of units in the
Rental Pool.

Sharing of Revenues and Expenses.

The Company shall establish a book account (the "Owner's Account") for
each Owner. The Company shall make deposits in and deductions and
distributions from the Owner's Account in accordance with the RAP Agreement.
The Gross Room Revenue received from all the Units in a certain Rental Pool
will be pooled and allocated to each Owner's Account pursuant to the following
formula:

Gross Room Revenue from the Rental Pool
---------------------------------------
Number of Units in the Rental Pool

The Room Operating Expenses shall consist of Rental Pool Expenses ("Rental Pool
Expenses"). The Rental Pool Expenses attributable to all of the Units in each
Rental Pool, shall include but are not limited to, the salaries, wages and
employee benefits of front desk, housekeeping, sales, marketing and
administrative personnel; the costs of laundry, cleaning supplies, uniforms,
office and front desk supplies; utilities; unit maintenance and repairs; and
legal and accounting fees will be charged to each Unit Owner's Account pursuant
to the following formula:

Gross Room Revenues from a Rental Pool
--------------------------------------
Combined Gross Room Revenue from all X Total Rental Pool Expenses
Rental Pools

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<PAGE> 65
The Condominium Association Expenses will include, but are not limited to,
common area management fee, common insurance, Directors and Owner's common
insurance, common electricity and gas, common water and sewer, common
repair/maintenance, legal, accounting, telephone, tax reserves, satellite,
garbage and snow removal. Each owner will be liable for such expenses based on
the following formula:

Number of Square Feet in a Unit
-------------------------------
Total Number of Square Feet in X Total Association Fees
all Units

The Company will make at least quarterly distributions to each Owner of any Net
Rental Income (Gross Room Revenues less 35% Management Fee, less Room Operating
Expenses, less Owner occupancy charges and working capital reserve) or will
assess the Owner for any deficit in his/her Owner's Account. Each Investor
must recognize that under the RPA Agreement the Investor will be liable for any
share of losses associated with the Units.

The break down of estimated income and expense associated with
ownership of the types of Units are contained in Exhibits 17 and 18. Although
these tables are based on the best estimates of the Company at the present
time, the Company can make no assurances that these estimates will prove
accurate. Accordingly, these tables are not to be relied on as projections of
future income.

PROJECTED RENTAL POOL AND CONDOMINIUM ASSOCIATION EXPENSES

<TABLE>
<CAPTION>
=====================================================================================
133 Units 61 Units
Full Year Full Year
-------------------------------------------------------------------------------------
<S> <C> <C>
GROSS ROOM REVENUE $4,871,083 $2,256,306
-------------------------------------------------------------------------------------
MANAGEMENT FEE (35%) 1,704,879 789,707
-------------------------------------------------------------------------------------
NET ROOM REVENUE TO OWNERS 3,166,204 1,466,599
-------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
=====================================================================================
I. ANNUAL BUDGET Full Year Full Year
-------------------------------------------------------------------------------------
<S> <C> <C>
EXPENSES:
-------------------------------------------------------------------------------------
Insurance (Building & Liability) 25,000 15,000
-------------------------------------------------------------------------------------
Directors/Officers Insurance 1,170 1,000
-------------------------------------------------------------------------------------
Electricity and Gas 106,400 50,000
-------------------------------------------------------------------------------------
Linens 15,000 15,000
-------------------------------------------------------------------------------------
</TABLE>

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<PAGE> 66
<TABLE>
-------------------------------------------------------------------------------------
<S> <C> <C>
Laundry 45,000 25,000
-------------------------------------------------------------------------------------
Permits & Licenses 3,000 2,000
-------------------------------------------------------------------------------------
Water & Sewer 30,000 15,000
-------------------------------------------------------------------------------------
Repairs & Maintenance/Replacement 25,000 10,000
-------------------------------------------------------------------------------------
Legal & Accounting 4,000 4,000
-------------------------------------------------------------------------------------
Supplies 65,000 35,000
-------------------------------------------------------------------------------------
Salaries - Association 2,500 2,500
-------------------------------------------------------------------------------------
Satellite Service 10,000 6,000
-------------------------------------------------------------------------------------
Telephone ($30 per month per 47,160 21,960
condo)
-------------------------------------------------------------------------------------
User Fee *(see below) 480,635 325,975
-------------------------------------------------------------------------------------
TOTAL 859,865 528,435

AVERAGE PER UNIT 6,465 8,663
=====================================================================================
</TABLE>

USER FEE LEDGER

<TABLE>
<CAPTION>
=====================================================================================
I. USER FEE LEDGER FULL YEAR FULL YEAR
-------------------------------------------------------------------------------------
<S> <C> <C>
Supplies-Pool & Garbage $100,000 100,000
-------------------------------------------------------------------------------------
Salaries-Management/ 150,000 120,000
Administrative/Security
-------------------------------------------------------------------------------------
Salaries-General for Common Areas 50,000 50,000
-------------------------------------------------------------------------------------
Salaries-Maintenance 120,000 100,000
-------------------------------------------------------------------------------------
Salaries-Swim 190,000 190,000
-------------------------------------------------------------------------------------
Taxes-FICA 20,000 18,000
-------------------------------------------------------------------------------------
Taxes-Unemployment 7,000 5,000
-------------------------------------------------------------------------------------
Taxes-Real Estate for Common 100,000 90,000
Areas
-------------------------------------------------------------------------------------
Utilities-Common Areas 225,000 225,000
-------------------------------------------------------------------------------------
Garbage Removal 20,000 20,000
-------------------------------------------------------------------------------------
</TABLE>

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<PAGE> 67
<TABLE>
-------------------------------------------------------------------------------------
<S> <C> <C>
Insurance on Building/ 30,000 25,000
Liability
-------------------------------------------------------------------------------------
Replacement/Maintenance for 35,000 25,000
Common Areas
-------------------------------------------------------------------------------------
Flowers 35,000 35,000
-------------------------------------------------------------------------------------
TOTAL 1,082,000 1,003,000
=====================================================================================
</TABLE>

USER FEE ALLOCATION

<TABLE>
=============================================================================================
<S> <C> <C>
Total User Fees for Phase I, II $1,082,000 $1,003,000 (1)
and Existing Hotel
---------------------------------------------------------------------------------------------
Square Footage Ration: Phase I 68.34% 50.0% (2)
and II/Phase I, II and Existing
Hotel
---------------------------------------------------------------------------------------------
Product of (1) * (2) $739,439 $501,500 (3)
---------------------------------------------------------------------------------------------
1 - Management Fee % or (1/35%) 65.0% 65.0% (4)
---------------------------------------------------------------------------------------------
Product of (3) * (4) $480,635 $325,975 Association
User Fees
=============================================================================================
</TABLE>

Summary of Tax Treatment of Expenses of Unit Ownership.

The following is a summary of the tax treatment of owning a Unit.
This is not meant to be a substitute for the Income Tax Information on page 61,
or in Counsel's Opinion Letter in Exhibit 8.

In general, the deductible expenses incurred by Owners will fall into
three categories: (1) Additional Expenses Applicable to the Activity; (2)
Condominium Association Expenses; and (3) Rental Pool Expenses.

1. Additional Expenses Applicable to the Activity.

Interest. Interest paid on any indebtedness incurred to purchase or
carry a Unit will be deductible by an Owner, subject to Personal Use and
Passive Activity.

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<PAGE> 68
Property Taxes. Property taxes will be deductible, subject to
Personal Use and Passive Activity Rules, for federal income tax purposes.

Depreciation. Because the real estate improvements are for transient
occupancy, appropriate tax law provides that the cost of improvements to real
property, such as the cost of a Unit (less the assigned basis for the land),
may be depreciated over a 39 1/2-year recovery period, subject to Personal Use
and Passive Activity Rules. The cost of a Unit must be depreciated pursuant to
the statutory rate.

When improvements to real property subject to depreciation are
disposed of by sale, foreclosure or otherwise, any gain, up to the amount of
all depreciation deductions previously taken will be "recaptured".

An Owner's furniture will be assigned a statutory recovery period of
seven years and may be depreciated over such period pursuant to statutory
rates. As an alternative an Owner may elect to use the straight-line method of
depreciation over the assigned seven-year recovery period (or other longer
recovery periods provided in the statute).

When furniture subject to depreciation is disposed of by sale,
foreclosure of otherwise, any gain, up to the amount of depreciation deductions
previously taken, will be "recaptured" and subject to tax as ordinary income
rather than capital gain.

2. Condominium Association Expenses.

Maintenance and Repair Expenses. The cost of maintenance and repairs
in the Common Areas and Common Elements of the Condominium which neither
materially add to the value of property nor appreciably prolong its useful
life, will be deductible, subject to the Personal Use and Passive Activity
Rules. However, if repairs are in the nature of replacements and arrest the
deterioration or appreciably prolong the life of property, they generally must
be capitalized and may be recovered through depreciation allowances.

Insurance Premiums. Deductions, subject to the Personal Use and
Passive Activity Rules, are permitted for the cost of insurance against fire,
storm, theft, accident and similar losses related to the Common Areas and
Common Elements of the Condominium. Premiums which provide insurance coverage
for more than one year may have to be amortized over the coverage period.

Assessments. Assessments or fees paid to the Association during the
Owner's taxable year (including reserve amounts) may be immediately deductible
by the Owner. In addition, any assessments that are considered a capital
contribution are not deductible (see page 63).

3. Rental Pool Expenses.

Maintenance and Repair Expenses. The cost of maintenance and repairs
which neither materially add to the value of property nor appreciably prolong
its useful life, will be deductible. However, if repairs are in the nature of
replacements and arrest the deterioration or appreciably

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<PAGE> 69
prolong the life of property, they generally must be capitalized and may be
recovered through depreciation allowances.

Insurance Premiums. Deductions are permitted for the cost of
insurance against fire, storm, theft, accident and similar losses. Premiums
which provide insurance coverage for more than one year may have to be
amortized over the coverage period.

Status. Each Owner who rents their Unit will be required to enter
into an RPA Agreement with the Company (see "DESCRIPTION OF THE RENTAL POOL,"
page 38). It is the opinion of counsel for the Company that the RPA
Agreements, in the aggregate, will not create an association taxable as a
partnership. Counsel's opinion is subject to the condition that the pooling
arrangement will be operated in accordance with the form of RPA Agreement
attached as Exhibit 4-A to this Prospectus. Counsel's opinion is based on the
present provisions of the Code, Treasury regulations and the present
interpretations of those provisions by the IRS (all of which are subject to
change at any time with or without retroactive application). There is no
assurance that the IRS will agree that the Rental Pool should be classified as
a partnership for tax purposes. If the conditions to counsel's opinion are not
satisfied, or if there is a change in the applicable statute or regulations (or
the interpretation thereof) counsel's opinion that the Rental Pool will be
classified as a partnership may change.

If the RPA Agreements were to be treated for federal income tax
purposes as creating an association taxable as a corporation, net amount of the
income and expenses of the Rental Pool would be reflected on a corporate tax
return rather than passed through to each Owner. The organization created by
the RPA Agreements would be considered a taxable entity responsible for the
payment of taxes at corporate rates, and distributions of income to the Owners
would under most circumstances be treated as taxable dividend income to them.
As a result, an Owner's share of income from the Rental Pool would be subject
to "double taxation," once at corporate rates and once as dividend income to
the Owner.

The Company has been advised by its counsel that the RPA Agreements
will probably be treated as creating a partnership for federal income tax
purposes. Until advised otherwise, the Company intends to treat the RPA
Agreements as creating a partnership and will file partnership tax returns with
respect to Rental Pool income and expenses. It is expected that only an
Owner's share of Rental Pool income and expenses will be governed by
partnership tax principles and that all other tax consequences relating to the
ownership of a Unit will be governed by the tax principles generally applicable
to a condominium owner who is not part of a rental pool.

-49-
<PAGE> 70
DESCRIPTION OF THE HOTEL-CONDOMINIUM PROJECT

Description of the Wisconsin Dells Area (See Glossary for definition, page 82.)

Area Year Round Population: approximately 3,800

Location: Sauk and Columbia Counties, South Central Wisconsin, North
of Chicago 190 miles, Madison 53 miles, Northwest of Milwaukee 116 miles and
Southeast of Minneapolis 210 miles.

Schools and Churches: The Wisconsin Dells School District enrolls
1,449 students in six school buildings, including the Wisconsin Dells Senior
High School, the Wisconsin Dells Elementary/Junior High School, and four
elementary schools. Business people can tap into the resources at the
world-renown University of Wisconsin - Madison, 50 miles south. There is also
a University of Wisconsin campus in Baraboo and Madison Area Technical College
all within commuting distance. Wisconsin Dells has six churches serving the
area. The city hosts the annual convention of the World Wide Church of God.

Recreation: The Wisconsin Dells Visitor and Convention Bureau
promotes the area through an annual budget in excess of $1 million. The area
consistently increases its annual tourist totals, leading to record-breaking
sales figures every year for area businesses. More than 1.5 million people
visit Wisconsin Dells each year. Local amenities within 20 miles of Wisconsin
Dells include:

31 public beaches 88 restaurants
74 outdoor pools, 30 indoor pools 3 state parks within 15 miles
16 tennis courts 100 miles of bicycle trails
74 shops 570 miles of state funded snowmobile
72 family attractions trails in five county areas
10 public golf courses 4 downhill ski areas

Transportation: Wisconsin Dells is strategically located at junction
U.S 12 and U.S. 16 and Wisconsin's major Highway Interstate 90- 94. Four
interstate entrances quickly and easily lead motorists into the Wisconsin Dells
area from Chicago, Milwaukee, Madison, LaCrosse and Minneapolis/St. Paul. In
addition, State Highways 13 and 23 intersect in the city of Wisconsin Dells.
Wisconsin Dells is centrally located in Wisconsin and is served by numerous
large trucking facilities, as well as rail and overnight air service. UPS has
one of its central distribution hubs located in the immediate area. Federal
Express and Purolator provide daily service. Greyhound and Trailways bus lines
provide daily passenger and freight service to Wisconsin Dells from all major
markets.

Rail and Air: AMTRAK provides mainline passenger service to Chicago,
St. Paul and Milwaukee. The Soo Line provides freight service. Air service is
available at the Baraboo/Wisconsin Dells municipal airport just south of the
city. The facility can handle private jets at its 5,200 foot runway. Dane
County Regional Airport in Madison, 50 miles south, provides international air
service.

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<PAGE> 71
General: Because 1.5 million people visit Wisconsin Dells each year,
the city offers police and fire protection beyond most cities with a permanent
population of 3,800 residents. Wisconsin Dells is served by physicians,
optometrists and chiropractors. Medical care is offered at three area
hospitals and a new medical clinic. In addition, three major hospitals are
located in Madison, within 50 minutes of Wisconsin Dells. A new veterinarian
clinic has opened. Shopping is convenient at the two large area grocery stores
and a variety of other retail outlets, such as numerous clothing stores, two
drug stores, a hardware store and an auto parts store.

DESCRIPTION OF WILDERNESS HOTEL & RESORT

Hotel Facilities

The Wilderness Hotel & Resort is located in Wisconsin Dells, Wisconsin
and includes hotel rooms and suites, an indoor and outdoor family water
activity center, and an 18 hole golf course.

On the grounds of the former Dell View Resort, the Wilderness Hotel &
Resort will eventually include a redesigned 27 hole, par 72 golf course, 138
hotel rooms and suites, 133 Units (see "PHASES," page 31).

The year-round resort, opened in 1995 with indoor and outdoor swimming
pools, waterslides and more than a dozen water activities. Fort Wilderness, a
one-of-a kind water creation in the 10,000 square foot indoor complex, includes
water tunnels, log water slides, water jets and cannons in a kiddie pool where
the water has a maximum depth of 18 inches. Waterfalls and slides surround the
28,000 square foot outdoor pool area.

In addition to developing one of Wisconsin Dells' most extensive hotel
water activity centers, the Wilderness Hotel & Resort hopes to become an area
golf center. The Wilderness golf course will be redesigned in stages in 1996
through 1998, but will remain open each season and when finished will house 27
holes.

The Galvano International Golf Academy is headquartered at the
Wilderness Hotel & Resort, offering co-ed, women's and junior camp options,
ranging from two days to a week.

The Wilderness Hotel & Resort is a year round resort located on 170
acres of woods, glens and canyons, includes whirlpools, sauna, fireplace, game
room, driving range, golf clubhouse serving sandwiches, appetizers, cocktails,
convenient access to horseback riding and many other Wisconsin Dells tourist
attractions.

Description of the Units. There are twelve (12) types of Units to be
offered in Phases I and II of the Hotel-Condominium Project, ranging in size
from 633 square feet plus a 96 square foot balcony to 1293 square feet plus a
144 square foot balcony. Prices range from $114,900 to $207,900. There are a
total of 133 Units to be offered in Phases I and II of the Hotel Condominium
Project under this Prospectus and each Unit is described as follows:

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TYPE A-1 UNIT - Features One Large Room, Kitchen, Whirlpool Tub,
Fireplace, Living Area with Dining, 2 TV's & Deluxe Wall Bed.
Contains 633 square feet plus a 96 square foot balcony. Priced
starting at $114,900

TYPE A UNIT - Features One Large Room, Kitchen, Whirlpool Tub,
Fireplace, Living Area with Dining, 2 TV's & Deluxe Wall Bed and Golf
& Pool Views. Contains 633 square feet of floor area and a 96 square
foot Balcony. Priced starting at $120,900.

TYPE B-1 UNIT - Features One Large Room plus Loft with Queen Bed,
Kitchen, Whirlpool Tub, Fireplace, 3 TV's and 2 bedrooms. Contains
633 Square Feet Floor Area, 210 Square Feet of Loft Area and a 96
Square Foot Balcony. Priced starting at $128,900.

TYPE B UNIT - Features One Large Room plus Loft with Queen Bed,
Kitchen, Whirlpool Tub, Fireplace, 3 TV's, 2 Bathrooms and Golf & Pool
Views. Contains 633 Square Feet of Floor Area, 210 Square Feet of
Loft Area and a 96 Square Foot Balcony. Priced starting at $131,900.

TYPE C-1 UNIT - Features Enclosed Bedroom with Queen Bed & Whirlpool
Tub, Deluxe Wall Bed, Fireplace, Living Area with Dining, Kitchen, 2
TV's and One Bathroom. Contains 828 Square Feet of Floor Area and an
80 Square Foot Balcony. Priced starting at $130,900.

TYPE C UNIT - Features Enclosed Bedroom with Whirlpool Tub, Deluxe
Wall Bed, Fireplace, Living Area with Dining, Kitchen, 2 TV's, One
Bathroom and Golf & Pool Views. Contains 828 Square Feet of Floor
Area and an 80 Square Foot Balcony. Priced starting at $136,900.

TYPE D-1 UNIT - Features Enclosed Bedroom with Queen Bed & Whirlpool
Tub, Loft with Queen Bed, Living Area with Dining, Kitchen, 3 TV's,
Two Bathrooms. Contains 828 Square Feet of Floor Area, 276 Square Feet
of Loft Area and an 80 Square Foot Balcony. Priced starting at
$145,900.

TYPE D UNIT - Features Enclosed Bedroom with Queen Bed, King Bed &
Whirlpool Tub, Loft with Queen Bed, Living Area with Dining, Kitchen,
3 TV's, Two Bathrooms and Golf & Pool Views. Contains 828 Square Feet
of Floor Area, 276 Square Feet of Loft Area and an 80 Square Foot
Balcony. Priced starting at $148,900.

TYPE E UNIT - Features Enclosed Master Bedroom with Fireplace &
Whirlpool Tub, Fireplace in Living Area with Dining, Kitchen, 3 TV's,
Two Bathrooms and Golf & Pool Views. Contains 1293 Square Feet of
Floor Area and a 144 Square Foot Balcony. Priced starting at
$192,900.

TYPE F UNIT - Features Three Enclosed Bedrooms including a Master
Bedroom with Fireplace & Whirlpool Tub, Loft, Fireplace in Living Area
with Dining, Kitchen, Three Bathrooms and Golf & Pool Views. Contains
1293 Square Feet of Floor Area, Square Feet of Loft Area and a 144
Square Foot Balcony. Priced starting at $207,900.

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TYPE G UNIT - Features Two Enclosed Bedrooms including a Master
Bedroom with Whirlpool Tub, Fireplace in Living Area with Dining,
Kitchen, 3 TV's, One Bathroom and Golf & Pool Views. Contains 1183
Square Feet of Floor Area and a 121 Square Foot Balcony. Priced
starting at $182,900.

TYPE H UNIT - Features One Enclosed Bedroom including a Master Bedroom
with Whirlpool Tub, Fireplace in Living Area with Dining, Kitchen, 3
TV's, One Bathroom and Golf & Pool Views. Contains 1183 Square Feet
of Floor Area and a 121 Square Foot Balcony. Priced starting at
$177,900.

Drawings. Drawings of the general location of the Units, a side view
of the Units, a typical Unit floor plan and typical floor plans of each of the
twelve types of Units being offered have been supplementary provided to the
Security and Exchange Commission and are available with this prospectus.

Furnishings. Each Unit will be delivered to the investor fully
furnished and decorated by the Company. The furnishings package to be selected
by the Company for each Unit will include as follows:

TYPE A-1 UNIT - (1) Queen Headboard, (2) Nightstands, (2) TV Armoire,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper,
(1) Queen Bed Box and Mattress, (1) Queen Set of Bedding, (1) Vertical
Blind, (1) Queen Bedspread, (3) Table Lamps, (2) 19" TV's and (1)
Deluxe Wall Bed. Appliances include: (1) cooktop stove, (1)
refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE A UNIT - (1) Queen Headboard, (2) Nightstands, (2) TV Armoire,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper,
(1) Queen Bed Box and Mattress, (1) Queen Set of Bedding, (1) Vertical
Blind, (1) Queen Bedspread, (3) Table Lamps, (2) 19" TV's and (1)
Deluxe Wall Bed. Appliances include: (1) cooktop stove, (1)
refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE B-1 UNIT - (1) Queen Headboard, (3) Nightstands, (2) TV Armoire,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(4) Dining Chairs, (2) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper,
(1) Queen Bed Box and Mattress, (1) Queen Set of Bedding, (1) Vertical
Blind, (2) Queen Bedspreads, (5) Table Lamps and (3) 19" TV's.
Appliances include: (1) cooktop stove, (1) refrigerator/freezer, (1)
dishwasher and (1) microwave.

TYPE B UNIT - (2) Queen Headboard, (3) Nightstands, (2) TV Armoire,
(1) End Table, (1) Pillow Storage Cocktail Table, (3) Bar Stools, (1)
Lounge Chair, (1) Sofa Sleeper, (2) Queen Bed Boxes and Mattresses,
(2) Queen Sets of Bedding, (1) Vertical Blind, (2) Queen Bedspreads,
(5) Table Lamps and (3) 19" TV's. Appliances include: (1) cooktop
stove, (1) refrigerator/freezer, (1) dishwasher and (1) microwave.

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TYPE C-1 UNIT - (1) Queen Headboard, (2) Nightstands, (1) Dining
Table, (2) End Tables, (1) Pillow Storage Cocktail Table, (4) Dining
Chairs, (3) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper, (1) Queen
Bed Box and Mattress, (1) Queen Set of Bedding, (2) Drapes, (2) Drape
Rods, (1) Queen Bedspread, (3) Table Lamps, (2) 19" TV's, (1) Deluxe
Wall Bed and (1) TV Stand. Appliances include: (1) cooktop stove,
(1) refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE C UNIT - (1) Queen Headboard, (2) Nightstands, (1) Dining Table,
(2) End Tables, (1) Pillow Storage Cocktail Table, (4) Dining Chairs,
(3) Bar Stools, (1) Lounge Chair, (1) Sofa Sleeper, (1) Queen Bed Box
and Mattress, (1) Queen Set of Bedding, (3) Vertical Blinds, (1) Queen
Bedspread, (3) Table Lamps, (2) 19" TV's, (1) Deluxe Wall Bed and (1)
TV Stand. Appliances include: (1) cooktop stove, (1)
refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE D-1 UNIT - (2) Queen Headboard, (3) Nightstands, (1) TV Armoire,
(1) Dining Table, (2) End Tables, (1) Pillow Storage Cocktail Table,
(6) Dining Chairs, (3) Bar Stools, (3) Lounge Chairs, (1) Sofa
Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets of
Bedding, (3) Vertical Blinds, (2) Queen Bedspreads, (3) Table Lamps,
(3) 19" TV's and (1) TV Stand. Appliances include: (1) cooktop
stove, (1) refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE D UNIT - (2) Queen Headboards, (3) Nightstands, (1) TV Armoire,
(1) Dining Table, (2) End Tables, (1) Pillow Storage Cocktail Table,
(6) Dining Chairs, (3) Bar Stools, (3) Lounge Chairs, (1) Sofa
Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets of
Bedding, (3) Vertical Blinds, (2) Queen Bedspreads, (3) Table Lamps,
(3) 19" TV's and (1) TV Stand. Appliances include: (1) cooktop
stove, (1) refrigerator/freezer, (1) dishwasher and (1) microwave.

TYPE E UNIT - (1) King Headboard, (4) Nightstands, (1) TV Armoire, (1)
Dining Table, (2) End Tables, (2) Pillow Storage Cocktail Tables, (6)
Dining Chairs, (4) Bar Stools, (3) Lounge Chairs, (1) Sofa Sleeper,
(1) Queen Bed Box and Mattress, (1) Queen Set of Bedding, (4) Vertical
Blinds, (1) Queen Bedspread, (3) Table Lamps, (1) Floor Lamp, (3) 19"
TV's, (1) TV Stand, (1) Love Seat, (1) Queen Headboard, (1) King Set
Bedding, (1) King Bed Box and Mattress, and (1) King Bedspread.
Appliances include: (1) cooktop stove, (1) refrigerator/freezer, (1)
dishwasher and (1) microwave.

TYPE F UNIT - (1) King Headboard, (6) Nightstands, (2) TV Armoire,
(1) Dining Table, (2) End Tables, (2) Pillow Storage Cocktail Tables,
(6) Dining Chairs, (4) Bar Stools, (3) Lounge Chairs, (1) Sofa
Sleeper, (2) Queen Bed Boxes and Mattresses, (2) Queen Sets of
Bedding, (4) Vertical Blinds (2) Queen Bedspreads, (8) Table Lamps,
(1) Floor Lamp, (4) 19" TV's, (1) Love Seat, (2) Queen Headboards, (1)
King Set Bedding, (1) King Bed Box and Mattress, and (1) King
Bedspread. Appliances include: (1) cooktop stove, (1)
refrigerator/freezer, (1) dishwasher and (1) microwave.

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TYPE G UNIT - (2) Queen Headboards, (3) Nightstands, (2) TV Armoires,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(6) Dining Chairs, (6) Bar Stools, (1) Love Seat, (1) Sofa Sleeper,
(2) Queen Bed Boxes and Mattresses, (2) Queen Sets of Bedding, (4)
Vertical Blinds, (2) Queen Bedspreads, (4) Table Lamps, (1) Long
Table, (3) 19" TV's, (1) King Headboard, (1) King Set Bedding, (1)
King Bed Box and Mattress, and (1) King Bedspread. Appliances
include: (1) cooktop stove, (1) refrigerator/freezer, (1) dishwasher
and (1) microwave.

TYPE H UNIT - (2) Queen Headboards, (3) Nightstands, (2) TV Armoires,
(1) Dining Table, (1) End Table, (1) Pillow Storage Cocktail Table,
(6) Dining Chairs, (6) Bar Stools, (1) Love Seat, (1) Sofa Sleeper,
(2) Queen Bed Boxes and Mattresses, (2) Queen Sets of Bedding, (2)
Vertical Blinds, (2) Queen Bedspreads, (4) Table Lamps, (1) Long
Table, (3) 19" TV's, (1) King Headboard, (1) King Set Bedding, (1)
King Bed Box and Mattress, and (1) King Bedspread. Appliances
include: (1) cooktop stove, (1) refrigerator/freezer, (1) dishwasher
and (1) microwave.

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ORGANIZATION OF HOTEL-CONDOMINIUM

The Investor of each Unit will become a member of the Wilderness Hotel
Condominium Association, Inc. (the "Association"), a nonprofit corporation to
be organized by the Company under the laws of the State of Wisconsin to, among
other things, provide for the operation and management of the common elements
and common areas of the Units. The Association will enter into a management
agreement with the Company and/or its affiliate(s) to operate and manage the
common elements and common areas of the Units.

Declaration, Articles and Bylaws.

The following is a brief summary of provisions of the Declaration of
Condominium Ownership of the Wilderness Hotel Condominium (the "Declaration"),
and the Articles of Incorporation and Bylaws of the Wilderness Hotel
Condominium Association, Inc. (the "Association"). It does not purport to be a
complete statement of the terms and conditions of the Declaration, or the
Articles of Incorporation and Bylaws, draft copies of which are filed as
Exhibits "10-A," "10-B" and "10-C" to this Prospectus. Additional copies of
such documents are available at the Company's principal executive offices of
the Company and will be delivered to the Investor upon request and payment of
125% of the Company's cost to produce such documents.

Board of Directors. The Board of Directors of the Association ("the
Board") consists of at least three members of the Association and is charged
with the responsibility for administering and supervising the operations of the
Association. Normally the members of the Board are elected by the members of
the Association on a rotating basis, each for three year terms; however until
10 years from the filing of the Declaration or until 75% of all the Units are
sold, whichever occurs sooner, the three directors will be designated by the
Company. The Board may adopt rules and regulations governing the operation and
use of the common elements of the Units, fix Association fees and impose
special assessments and negotiate and enter into agreements on behalf of the
Association for the day-to-day operation and maintenance of the common elements
and common areas. During the development stage of the Hotel, the Company
dominated Association will enter into contracts with the Company, directly or
indirectly through affiliates, for management, operation and maintenance of the
common elements and common areas (see "Association Management Agreement"
attached hereto as Exhibit "10-D"). The Board will monitor the performance of
the persons or entities hired to perform any services for the Association. It
will also take such actions as may be necessary to ensure that the Association
maintains insurance in the manner and the amounts provided in the Declaration.

The Board will appoint officers, including a president, one or more
vice presidents, a secretary, a treasurer and such other officers as they may
consider necessary and advisable. The officers will be responsible for
carrying out the management of the Association pursuant to the authority and
direction of the Board.

Membership, Voting Rights and Meetings. Ownership of a Unit confers
automatic membership in the Association. Membership in the Association
continues until ownership of a Unit ceases. (For purposes of this
"ORGANIZATION OF HOTEL-CONDOMINIUM" section, Owners of Units shall sometimes be
referred to as "Members").

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The Association shall have one basic class of membership. A
membership may have individual or organizational members. Each organizational
Member will designate from time to time one individual to represent it at
meetings and vote on behalf of such Member. The Company, as declarant under
the Declaration, shall be a Member of the Association as long as it owns an
interest in any Unit.

The total number of votes of all Members will be 133. Each Member
will be allowed to cast one vote for each Unit owned at all meetings of
Members. There shall be no cumulative voting. The Association may suspend a
Member's voting privileges if during any period the Member fails to comply with
all of the provisions of the Declaration, the Articles of Incorporation and
Bylaws of the Association and any rules and regulations promulgated by the
Board.

Annual meetings of the Members shall be held at a place and time
designated by the Board each year. Special meetings of the Members may be
called by the President or the Board, and shall be called by the President at
the request of Members entitled to vote one-third (1/3) or more of the total
votes of the Members.

Liability of Members. The draft Organizational Consent of the Board
provides that each Member shall be required to pay three months prorated of the
Association fees in advance at the time of the final closing of his/her
purchase or other acquisition of a Unit, as the case may be. The amount of
such advance payment shall be considered a capital contribution to the
Association and set aside for extraordinary repairs and capital expenditures.
Any unused portion of this advance payment shall be refunded to a Member on the
termination of his ownership of his/her unit).

Each Member will be charged a quarterly fee in advance for his/her pro
rata share of all budgeted costs and expenses for maintaining the common
elements (as defined in the Declaration). These costs and expenses will be
allocated among the Members generally in proportion to their respective
interests in the common elements; however, if such percentage allocations would
result in unfairness, certain costs and expenses will be allocated among the
Members on a more equitable basis as determined by the Board. The Association
will also collect from each Member as part of his/her quarterly Association
fees sums sufficient to pay the Members share of insurance premiums (see
"DESCRIPTION OF HOTEL- CONDOMINIUM - Description of Wilderness Hotel & Resort"
page 51).

Special assessments may also be made by the Association and will be
charged to the Members on a pro rata basis. However, except for special
assessments required by or levied pursuant to certain terms of the Declaration
relating to damage, destruction or condemnation of the Units, if the special
assessment is to provide for additional capital expenses and the proposed
special assessment exceeds five percent of the full replacement cost of the
Units without deduction for depreciation (as determined by the Board pursuant
to the terms of the Declaration), then approval of the special assessment by
the Members holding at least 51% of the votes will be necessary.

All quarterly fees and special assessments will be billed by
submitting to a Member an itemized statement setting forth in detail the
various projected expenses for which the fees and assessments are being
charged. Association fees will be due and payable quarterly in advance on the
first day of January, April, July and October of each year and special
assessments will

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be due and payable on the date specified in the statement. Unpaid fees and
assessments shall bear interest at a rate determined by the Board and shall be
secured by a lien on the Unit owned by the defaulting Member which lien may be
foreclosed by the Association in accordance with the provisions of the
Declaration.

The Company will be charged fully for all Association fees and
assessments chargeable against the constructed (i.e., ready for occupancy)
unsold Units whether participating in the Rental Pool or not.

Damage or Destruction and Repair. In the event of damage to or
destruction of the Units or any part thereof repair and reconstruction will be
undertaken by the Association as attorney-in-fact for each of the Owners using
the proceeds of any applicable insurance. If the insurance proceeds are not
sufficient to repair and reconstruct the Units and not more than half of the
133 Units (or half of the Units then constructed) are destroyed or
substantially damaged, repair and reconstruction will nonetheless be undertaken
using the proceeds of insurance and the proceeds of a special deficiency
assessment levied against each of the Owners. If however, more than half of
the units in the Hotel Condominium are destroyed or substantially damaged and
insurance proceeds are insufficient to repair and reconstruct the Units, Owners
representing an aggregate ownership interest of 51% or more of the Units'
common elements, with the consent of their first mortgagees, may elect not to
repair or rebuild the Units. In such event any insurance proceeds would be
collected by the Association and distributed among the Owners and their
mortgagees according to the extent of damage and ownership interest as finally
determined by the Board of Directors. If more than half of the Units are
destroyed or substantially damaged, if insurance proceeds are insufficient to
repair and rebuild such damage or destruction and if Owners representing an
aggregate ownership interest of 51% or more if the Units' common elements adopt
a plan for reconstruction, which plan has the unanimous approval of all first
mortgagees and the Company, then all Owners will be bound by the terms of the
plan and reconstruction will be undertaken.

Rules and Regulations.

The Declaration and Bylaws of the Association provide that the
Association may make and enforce rules and regulations governing the use and
operation of the Units, limited common elements, the employee units (if any),
and the common elements. Copies of the rules and regulations will be delivered
to the purchaser not later than five (5) days prior to final closing on a Unit.
Any additions or other modifications to the rules and regulations adopted by
the Board will be promptly delivered to the Members after adoption.

Association Management and Use Agreement.

The Board, on behalf of the Association, will enter into a Management
and Use Agreement with the Company or its affiliate(s), under which the Company
or its affiliate(s) is appointed agent for the Association in the management,
operation and maintenance of the common areas and elements of the Units and of
the Association's property. Furthermore, the Company is directed under this
agreement to perform certain services for the Members that are required of the
Association under the Declaration, the Articles of Incorporation and the
Bylaws, such as organize the meetings of the Members; collect assessments;
prepare expense budgets and quarterly and annual reports; maintain adequate
insurance; respond to Member's requests and other reasonable and appropriate
services. The Company will be reimbursed for all

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out-of-pocket expenses incurred in connection therewith. Unless sooner
terminated for cause, the term of the Management and Use Agreement continues
for a period of twenty (20) years following completion of the Units, and
thereafter until terminated by either party upon 90 days prior written notice
to the other party.

THE COMPANY

The Company and Its Affiliates.

The Company is a Wisconsin corporation, incorporated on July 26, 1996,
to engage in the promotion, development and operation of the Units. The
Company is "affiliated" (within the meaning of the Securities Act of 1933) with
the following companies: 1) Wilderness Hotel & Resort, Inc. which presently
owns a portion of the Wilderness Hotel & Resort and operates the hotel
functions at the Wilderness Hotel & Resort; 2) Wild Golf, Inc., which presently
owns a portion of the Wilderness Hotel & Resort and operates the golf functions
at the Wilderness Hotel & Resort; and 3) WILBAR, Inc., which presently owns and
operates the food and bar functions at the Wilderness Hotel & Resort (see "THE
COMPANY - The Company and Its Affiliates," page 59). The Investors of the
Units offered hereby will have no interest in the Company, or any of the
affiliates. Any proceeds generated by an affiliate, including but not limited
to Wild Golf, Inc., WILBAR, Inc. and Wilderness Hotel & Resort, Inc., will not
be contributed in any way to the Rental Pool(s). Unit Owners will not have any
rights to any cash flow or any other assets of the Company or any of its
affiliates. Further, Unit Owners will not have any interest, voting, rights to
dividends, ownership or any other rights in the Company or any of its
affiliates.

Directors and Officer.

The initial directors and executive officers of the Company are:

<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Thomas J. Lucke Director, President

S. Peter Helland, Jr. Director, Vice President, Secretary, Treasurer
</TABLE>

Biography of Initial Officers and Directors

Tom Lucke's ("Tom") and S. Peter Helland, Jr.'s ("Pete") family link
to the Wisconsin Dells can be traced back to the late 1800's and their present
development, the Wilderness Hotel & Resort, is deeply rooted in the evolution
of the Wisconsin Dells tourism industry.

Growing-up in the local tourist business, both Tom and Pete worked for
the family businesses. From scooping ice cream and selling boat tickets to
piloting boats and amphibious duck tours, the two learned the value of hard
work and customer satisfaction. With this

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experience in-hand, Tom at age 28 bought his first motel, the Riviera, and
subsequently over the next ten years was engaged in the hotel industry in the
Wisconsin Dells Area. Recognizing the popularity indoor and outdoor
interactive pool centers have in drawing families to his properties, Tom
continued to capitalize on this philosophy by improving his product property by
property.

The Wilderness Hotel & Resort represents Lucke's fifth theme hotel in
the Wisconsin Dells area. Tom also created the Polynesian Hotel (a 230-unit
tropical theme resort), the Atlantis (79 units), the Caribbean Club (a 68-unit
hotel/condominium resort) and Bahama Bay (31 units).

Tom graduated from the University of Wisconsin-Madison in 1977 with a
bachelor's degree in Marketing, Pete graduated from Yale in 1988 as well as
attended University of Wisconsin-Madison where he received a Master's degree in
Business Administration. Pete is currently the general manager at the
Wilderness Resort.

Management Remuneration and Certain Transactions.

During pendency of this offering, until all Units are sold, or the
offering is terminated, the following officers will be compensated as stated
below:

Thomas J. Lucke A sum not to exceed $90,000.00

S. Peter Helland, Jr. A sum not to exceed $90,000.00

Subject to the above limitations, the officers of the Company listed
above will receive compensation for their services in such capacities as deemed
fair and equitable by the Board of Directors of the Company.

Security Ownership of Certain Beneficial Owners and Management.

None of the Units have been purchased by the officers and directors of
the Company and there is no intention by any of them to purchase a Unit in the
future. There is not, however, a restriction against any officer and/or
director of the Company purchasing or owning a Unit.

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INCOME TAX INFORMATION

The income tax consequences of investing in a condominium unit
operated as part of a resort hotel are complex and not necessarily the same for
all Owners. THEREFORE EACH PROSPECTIVE OWNER SHOULD CONSULT THEIR OWN TAX
ADVISER CONCERNING FEDERAL STATE AND LOCAL INCOME AND OTHER TAX LAWS THAT MAY
APPLY TO HIS OWNERSHIP OF A UNIT.

The following discussion contains (1) a description of the opinion of
Sweeney & Sweeney, S.C., counsel to the Company, that, subject to the
fulfillment of certain factual conditions, the RPA Agreements, in the
aggregate, will create an association taxable as a partnership for federal
income tax purposes, and (2) a summary of the federal income tax consequences
considered to be of material interest to a typical purchaser of a Unit operated
as part of the Units under the RPA Agreement. Other than the opinion described
in (1) above, counsel has not rendered any opinion with respect to the tax
consequences of owning a Unit under the RPA Agreement, and no legal opinion has
been rendered as to the specific application of the provisions summarized below
to a particular Owner or to the actual operations under the RPA Agreement.

Both the opinion and the summary are based on existing law,
regulations, interpretive rulings and Judicial decisions as of April 1, 1997.
Legislative, regulatory or interpretive changes or future court decisions may
significantly affect both the opinion and the summary. Any such changes may or
may not be retroactively applied to transactions entered into or completed
prior to the change. Moreover, there is substantial uncertainty concerning the
tax consequences of owning a Unit under the RPA Agreement, and some of the
deductions claimed by an Owner may be challenged by the Internal Revenue
Service ("IRS"). Final disallowance of such deductions could adversely affect
the economics of owning a Unit.

Overview of Income Tax Treatment.

This section is a brief overview of the expected federal income tax
consequences of owning a Unit under the RPA Agreement. This overview is not
intended to be a substitute for the more complete discussion that follows.

1. Each Owner will acquire four interests:

(a) the cubical constituting the Unit as defined in the Declaration
and its furnishings;

(b) an undivided interest in the common areas and common elements as
described in the Declaration;

(c) an access and use right, to the recreational facilities and other
amenities associated with the Wilderness Hotel & Resort pursuant to established
rules and fees if applicable; and

(d) participation in the rental pool created for that type of Unit.
The Units will be owned by each Owner as such Owner's separate property.

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Participation in the Rental Pool created by the RPA Agreements will be
characterized as a partnership interest for federal income tax purposes. It is
expected that only an Owner's share of Rental Pool income and expenses will be
governed by the tax principles applicable to partnerships. (See "The Rental
Pooling and Agency Agreement" below). Except for those expenses connected with
the Rental Pool, expenses incurred by an Owner (e.g., mortgage interest,
property taxes and depreciation) will likely be governed by the tax principles
generally applicable to a condominium Owner who rents the condominium Unit.

2. Deductions for certain expenses incurred by an Owner (referred
to in this Prospectus as "Additional Expenses Applicable to the Activity") may
be available to an Owner. (e.g. depreciation, real estate taxes, personal
property tax and any interest paid on a mortgage) (See "Tax Treatment of
Expenses of Unit Ownership" below).

3. Deductions for certain other expenses incurred by an Owner
(referred to in this Prospectus as either "Rental Pool Expenses" and/or
"Condominium Association Expenses and sometimes collectively referred to as
"Room Operating Expenses" or "Operating Expenses") may, under certain
circumstances, be limited to the income realized by the Owner from his/her
Unit. (See "Limitations on Deductions Limited by Basis, Personal Use and
Passive Activity" page 47).

4. Except for certain depreciation deductions "recaptured" as
ordinary income, the amount of an Owner's net gain, if any, realized on the
sale of a Unit will be taxed as long-term capital gain, provided the Unit has
been held as an investment for more than one year. (See "Tax Treatment of
Expenses of Unit Ownership - Depreciation" and "Sale of a Unit" below).

Tax Treatment of Owner's Acquisition Costs.

Allocation. In general, for federal income tax purposes, an Owner
will be required to allocate the Unit purchase price and other costs incurred
in connection with purchasing a Unit (see "THE OFFERING - Purchase Prices,"
page 31); among (1) the Unit, (2) its furnishings; and (3) rights of access and
use of recreational amenities at the Wilderness Hotel & Resort.

The portion of the acquisition costs allocated to the Unit and its
furnishings cannot be deducted and must be capitalized. The cost of a Unit and
its furnishings will constitute an Owner's tax basis in such property and will
be recoverable either through the annual depreciation allowance (see "Tax
Treatment of Expenses of Unit Ownership - Depreciations" below) or as an offset
against the selling price in the computation of gain or loss on sale or
disposition of such property. (See "Sale of Unit" below.)

Other Acquisition Costs. Other acquisition costs, in addition to the
Unit purchase price, will be incurred by an Owner and are described on page 33
of this Prospectus. The recording fees, transfer fee if paid by Purchaser and
cost of title insurance will not be immediately deductible and must be
capitalized and added to the Owner's tax basis in the Unit.

Loan fees and other loan costs will not be immediately deductible and
will not be considered part of the cost of the mortgaged property. Such costs
must be capitalized and may be deducted by amortizing them over the life of the
loan.

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Tax Treatment of Expenses of Unit Ownership.

In general, the deductible expenses incurred by Owners will fall into
three categories:
(1) Additional Deductions Applicable to the Activity; (2) Condominium
Association Expenses; and (3) Rental Pool Expenses.

1. Additional Expenses Applicable to the Activity.

Interest. Interest paid on any indebtedness incurred to purchase or
carry a Unit will be deductible by an Owner, subject to Personal Use and
Passive Activity.

Property Taxes. Property taxes will be deductible, subject to
Personal Use and Passive Activity Rules, for federal income tax purposes.

2. Condominium Association Expenses.

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Assessments. Assessments or fees paid to the Association during the
Owner's taxable year (including reserve amounts) may be immediately deductible
by the Owner. In addition, any assessments that are considered a capital
contribution are not deductible.

3. Rental Pool Expenses.

If the RPA Agreements were not treated for federal income tax purposes
as creating an association taxable as a partnership, net amount of the income
and expenses of the Rental Pool would be reflected on a corporate tax return
rather than passed through to each Owner. If the relationship created by the
RPA Agreements were to be considered a corporate taxable entity, responsible
for the payment of taxes at corporate rates, then distributions of income to
the Owners would under most circumstances be treated as taxable dividend income
to them. As a result, an Owner's share of income from the Rental Pool would be
subject to "double taxation," once at corporate rates and once as dividend
income to the Owner.

The Company has been advised by its counsel that the RPA Agreements
will be treated as creating a partnership for federal income tax purposes.
Until advised otherwise, the Company intends to treat the RPA Agreements as
creating a partnership and will file partnership tax returns with respect to
Rental Pool income and expenses. Only an Owner's share of Rental Pool income
and expenses will be governed by partnership tax principles and that all other
tax consequences relating to the ownership of a Unit will be governed by the
tax principles generally applicable to a condominium owner who is not part of a
rental pool.

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4. Deduction Limited by Basis/Personal Use and Passive Activity
Rules.

Personal Use of Interest

If the Owner makes personal use of his or her Unit, any expenses
incurred in connection with the personal use will not be deductible for federal
income tax purposes. Further, if the Owner makes personal use of his/her Unit
in excess of 14 days per year, then it is possible that no expenses would be
deductible except for those deductible as a vacation home.

Passive Activity Income and Loss

The Code further limits the deductibility of losses in certain
circumstances by providing that passive activity losses incurred by an
individual, estate, trust, or personal service corporation or, with
modifications, certain closely held corporations may not be used to offset
non-passive activity income. In general, passive activity losses can be used
only to offset passive activity income, not wages or portfolio income (such as
dividends, interest, annuities and royalties). Any passive activity losses in
excess of passive activity income in one year may be used to offset passive
activity income in a future year.

In general, a passive activity is one which: (1) is a trade or
business activity in which the taxpayer does not materially participate; or (2)
is a rental activity (this investment is not anticipated to be considered a
rental activity due to the nature of the transient hotel rental activity).

For purposes of the passive loss rules, a taxpayer may have a trade or
business activity even if the taxpayer does not meet the general standard under
Section 162. Under Section 1.469-1T(e)(2)(ii) of the Regulations, a trade or
business activity includes an activity that is engaged in for the production of
income. Thus, expenses that are otherwise deductible under Section 212 of the
Code may be subject to disallowance under the passive activity loss rules.

Trade or business activities are treated as passive unless the
taxpayer materially participates in the activity. Under Section 469 of the
Code, a taxpayer is not treated as materially participating in an activity
unless his or her involvement in the operation of the activity is regular,
continuous, and substantial. The Regulations interpret this standard by
providing that a taxpayer materially participates in an activity if an only if
the taxpayer meets any one of seven tests. The first six tests are
quantitative, whereas the seventh test involves a consideration of the facts
and circumstances of a taxpayer's involvement in an activity.

Tax counsel has opined that an Owner will not be treated as materially
participating under any of these seven tests in any activity associated with a
business use of his or her Unit because, under the terms of the RPA Agreement,
sole authority for the management and operation of the Units resides in the
Company. Therefore, income or loss generated by an Owner's use of his or her
Unit will be passive income or loss.

Basis

In addition to the above limitations imposed upon the deductibility of
losses Section 465 of the Code further limits the deductibility of losses by
individual taxpayers from a given activity to the amount which the taxpayer is
"at risk" in the activity. Losses which cannot be deducted

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<PAGE> 86
by a taxpayer because of the "at risk" rules may be carried over to subsequent
years until such time as they are allowable. In determining the amount of
loss, if any, disallowed under Section 465, Sections 183 and 280A are applied
prior to the application of Section 465 and Section 469 is applied after any
limitation under Section 465 is determined.

A taxpayer will initially be considered to be "at risk" in an activity
to the extent of (1) the amount of money and the adjusted basis of other
property contributed to the activity by the taxpayer; (2) amounts borrowed by
the taxpayer for use in the activity, except as described below, provided the
taxpayer is personally liable for the repayment of such borrowed amounts or has
pledged property (other than property used in the activity) as security for the
repayment of such borrowed amounts; and (3) the taxpayer's share of any
"qualified nonrecourse financing" which is secured by real property used in the
activity. A taxpayer is not considered to be "at risk" to the extent he or she
is protected against loss through nonrecourse financing, guarantees, stop loss
agreements, or similar agreements.

Taxation of Partnerships and Partners. A partnership is not a
separate taxable entity for federal income tax purposes. However, a
partnership is required to file an informational tax return which reflects the
computation of the partnership's income and loss and each partner's share of
such income or loss. In computing his income tax lability each partner is
required to take into account his share of the partnership's taxable income
whether or not it is distributed to him, and may take into account his share of
partnership losses, subject to certain limitations on deduction of partnership
losses.

A partner's share of a partnership's taxable income or loss is
determined in accordance with the allocations in the partnership agreement
(which in the case of Unit Owners would be the RPA Agreements); provided, such
allocations have "substantial economic effect" as determined for tax purposes.
If the IRS challenges the allocations in the RPA Agreements, such allocations
will be determined in accordance with each Owner's "interest" in the
partnership created by the RPA Agreements, which is to be determined "by taking
into account all of the facts and circumstances." In the event the allocations
in the RPA Agreements are set aside, it is expected that any resulting
allocations will not be significantly less favorable to the Owners than those
in the form of RPA Agreement attached hereto as Exhibit 4-B.

Each owner's share of the Rental Pool income, gain, loss, deduction,
tax credit, or tax preference items for any year will be reflected on the
Owner's tax return for his taxable year in which or with which the
partnership's taxable year ends. Each Unit Owner's share of such items will be
determined in accordance with the allocation of such items share of Rental Pool
in the RPA Agreement, if such allocation has "substantial economic effect."

In general, an Owner's partnership capital account will be increased
by his/her share of the net Rental Pool taxable income allocated to him/her and
any cash contributions, if any; and will be decreased by his/her share of the
net Rental Pool tax losses allocated to him/her and any distributions. Because
a partner's capital account is increased by his share of partnership income, a
subsequent cash distribution of such income to him is usually not a taxable
event but results in a reduction in his capital account.

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Although a partnership is not subject to federal income tax on its
income, it is required to file with the IRS annual information returns
reporting its income and expenses and listing the names and addresses of each
partner. If the partnership fails to file the return, it is subject to both
civil and criminal penalties. The civil penalty is $50 per month per partner
for the number of months (up to five months) that the return is delinquent
unless the partnership establishes reasonable causes for the failure to file.
The amount of the penalty is a partnership liability, and individual partners
are liable for the penalty to the extent of their liability for partnership
debts in general. The Owners will be, jointly and severally, liable for all
partnership debts.

Rental Pool Income. In general, all of an Owner's share of Net
Revenues (See Definitions) as reported on the Owner's K-1 form, will be taxed
as ordinary income. Because of payments for debt service, capital
acquisitions, or money retained for working capital and because of depreciation
the taxable income as reported on the K-1 will not be equal to the amount of
cash actually distributed to the owner income. As a result Owners may have to
report and pay tax on such income not distributed to them. (See "Tax Treatment
of Expenses of Unit Ownership - Condominium Association Expenses and Rental
Pool Expenses" above.)

Tax Treatment Of The Condominium Association.

The Condominium Association will be charged with operation,
management, repair, maintenance and improvement of the common elements of the
Units. The Association will contract with the Company to perform its
management functions.

Because the Units will be occupied by transient guests, it is expected
that the Units will not be deemed "used as a residence" within the meaning of
section 528 of the Code. As a result, although the Association will be formed
as a not-for-profit corporation under Wisconsin law, it will be a taxable
corporation for federal income tax purposes. Moreover, if the Association
deposits any funds in a savings account or invests surplus funds in treasury
bills or the like, such interest will also constitute taxable income to the
Association.

In general, when section 528 does not apply, it is the position of the
IRS that dues, fees and assessments for operation and maintenance received from
Owners and other Association members (sometimes collectively referred to in
this "Tax Treatment of the Association" section as "members") will constitute
income to the Association. However, the Association should be allowed a
deduction for amounts expended for management, operation and maintenance of the
common elements, but not for amounts placed in a reserve or expended on capital
items.

If the fees paid by members to the Association are special assessments
for future capital improvements or replacements, such special assessments will
constitute taxable income to the Association. However, if the members vote in
favor of specific special assessments for particular future capital
expenditures, such assessments may be considered capital contributions to the
Association, rather than taxable income. The special assessments will not be
considered a capital contribution unless they are clearly labeled as such, the
funds received are physically separated from the other Association funds and
such assessments are paid voluntarily. In addition, the Association must pass
a resolution requiring that such funds be held for the particular future
capital improvement or replacement approved by the members and no other use

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<PAGE> 88
may be made of such funds. An Owner's share of such special assessments will
not be deductible by the Owner.

Section 277 of the Code concerns deduction of expenses incurred by
some membership organizations which are not exempt from taxation. It is not
entirely clear whether section 277 of the Code will apply to the Association.
If it does apply, the Association will be allowed deductions for expenses
incurred in maintaining the common elements or the members only to the extent
of its income received from the members.

No IRS Ruling, as to partnership tax status, has been applied for or
obtained. There is the possibility, notwithstanding counsel's opinion letter,
that the IRS may, on audit, determine, that for tax purposes the RPA Agreement
is as association taxable as a corporation, in which case, investors would be
deprived of the tax benefits associated with this offering. The opinion letter
of counsel is not binding on the IRS. If the IRS classified the RPA Agreement
as a corporate association. It would deprive investors of the tax benefits of
the offering, only if the IRS determination was upheld in Court or otherwise
becomes final. Contesting an IRS determination may impose expenses on the
Investor for representation and accounting work in preparing the appeal with
the IRS.

Upon the sale or other disposition of the Unit, along with the RPA
Agreement, there is a risk that an Investor's tax liability may exceed the cash
he/she receives at closing and to the extent there is such excess, payment of
such taxes will be out-of-pocket expenses to the Investor. The fact of whether
the gain from any sale or other disposition is taxed as ordinary income or
capital gains depends upon many factors, which are different for many
Investors. Some of these include how the Unit was used, how long the Investor
owned the Unit and what depreciation schedule may have been applied.

An audit of the partnership's information return may result in an
audit of an Investor's own tax return.

Sale Of A Unit.

In general, the amount realized on the sale of a Unit must be
allocated among (1) the Unit, (2) its furnishings; and (3) use right and access
rights to the recreational facilities and other amenities of the Wilderness
Hotel & Resort.

If the Unit is deemed used in a trade or business and has been held
for more than one year, the Unit and its furnishings will be classified for
income tax purposes as property described in section 1231 of the Code, except
in the case of a dealer of such property. The aggregate net gain or loss
recognized on all transactions in any taxable year on the disposition of
property described in section 1231 is taxed as long-term capital gain or as
ordinary loss, as the case may be. However, this treatment will only apply to
the portion of any gain which is

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<PAGE> 89
not taxed as ordinary income under the depreciation "recapture" provisions
described above. (See "Tax Treatment of Expenses of Unit Ownership -
Depreciation" above.)

If an Owner is deemed to hold the Unit and its furnishings for
investment purpose, then the Unit and its furnishings will be classified as
capital assets and the aggregate net gain or loss recognized on the transaction
will be taxed as long-term capital gain or capital loss, as the case may be, if
the property has been held for more than one year, and as short-term capital
gain or short-term capital loss, as the case may be, if the property has been
held for one year or less. This treatment will only apply to the portion of
any gain which is not taxed a" ordinary income under the depreciation
recapture" described above. (See "Tax Treatment of Annual Expenses of Unit
Ownership - Depreciation" above.)

If an Owner's Unit is foreclosed or if the sale results in net cash
proceeds significantly less than the taxable gain from the sale, an Owner's
cash proceeds from the sale of the property may not be sufficient to pay his
tax liabilities resulting from the transfer.

The amount realized from the sale or other disposition of property
includes any money received, the fair market value of any property received
other than money, any liabilities which the purchaser assumes (or takes subject
to) encumbering the transferred properties, and the amount of any debt
encumbering the transferred properties which is cancelled or forgiven.

State And Local Taxes. Owners will also be subject to income taxes in
Wisconsin where the Unit is located and the Rental Pool activity is conducted.

INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS CONCERNING THESE MATTERS.

REPORTS TO OWNERS

The Company, or any entity performing the Company's duties as agent
under the RPA Agreement, will maintain books and records relating to the Rental
Pools, and an ownership register at the Wilderness Hotel & Resort or at the
Company's corporate headquarters. The Company will adopt, on behalf of the
Rental Pools, a calendar year for accounting and reporting purposes and will
cause the books and records to be kept in accordance with accounting principles
customary to the hotel industry, and will furnish to each Owner promptly after
the end of each calendar year a financial statement (which report will have
been reviewed by a certified public accountant chosen by the Company). The
annual financial statement will include a statement showing financial position,
results of operations and cash flows for this fiscal year. In addition, the
Company will provide a statement of account showing the amounts allocated to or
against the Owner's Individual Rental Pool Account during the year. The
Company will also furnish each Owner a copy of the Owner's K-1 covering the
Owner's share of the Rental Pool income and expenses. The Company will also
deliver to any Owner upon written demand, a rental operations budget prepared
annually by the Company, and will permit each Owner reasonable access to the
books and records relating to the Rental Pool.

Each Owner will also receive annually financial statements from the
Association, showing financial position, results of operations and cash flows
for this fiscal year of the

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Association. An Owner may also obtain from the Association a statement of the
Owner's account setting forth the amount of any unpaid fees and assessments or
other charges due and owing from the Owner, by providing the Association's
board of directors and managing agent 10 days' notice and upon payment of a
reasonable fee not to exceed $25. The Association will adopt a calendar year
for accounting purposes, will maintain its books and records at the Hotel, and
will permit each Owner, mortgagee, beneficiary of a deed of trust reasonable
access to the books and records.

UNDERTAKINGS

The undersigned Registrant, the Company, hereby undertakes to file,
during any period in which offers or sales are being made, a post- effective
amendment to this registration statement:

(a) to include the prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(b) to reflect in the prospectus any factor or event arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent the fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(Section 230.424(b) of this Chapter) if, in the
aggregate, the changes in volume and price represent no more
than a twenty percent (20%) change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fees" table in the effective registration statement;

c) any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.

SUMMARY OF PROMOTIONAL AND SALES MATERIAL

Together with this Prospectus, the Company intends to furnish
Investors with preliminary floor plans of the Units and with a sales brochure
highlighting certain features of the Units. This brochure will include
pictures of the Wilderness Hotel & Resort, a simulated picture of Phases I and
II as located within the Wilderness Hotel & Resort and selected drawings of the
Units and other amenities. The Company will also furnish Investors with
various Wilderness Hotel & Resort promotional materials, including but not
limited to the Wilderness Promotional Brochure. All of these sales materials
have been filed as Exhibits to the Registration Statement to which this
Prospectus is a part.

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<PAGE> 91
At this time the Company does not intend to hold sales meetings or
seminars to promote sales of the Units, and it has no current plans to use
media advertising in connection with this Offering.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party
or to which the Hotel project or underlying property is subject.

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<PAGE> 92

EXPERTS

Accountants

The balance sheet the Company as of February 28, 1997 included in this
Prospectus has been audited by Clifton Gunderson L.L.C., certified public
accountants, as indicated in their report with respect thereto, and is included
herein in reliance upon the authority of said firm, as experts in accounting
and auditing, in giving said reports.

Legal Counsel

Sweeney & Sweeney, S.C., 440 Science Drive, 4th Floor, Madison,
Wisconsin 53711, are acting as counsel to the Company with respect to this
Offering, and as a result have included counsel's opinion letter in this
offering. The opinion letter included herein is on the authority of such firm
as experts.

(The balance of this page is intentionally left blank)

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<PAGE> 93
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Wilderness Development Corporation:

(The balance of this page is intentionally left blank)

-73-
<PAGE> 94
WILDERNESS DEVELOPMENT CORPORATION
(A Developmental Stage Company)

Audited Financial Statements

-74-
<PAGE> 95
WILDERNESS DEVELOPMENT
CORPORATION
(A DEVELOPMENT STAGE CORPORATION)

WISCONSIN DELLS, WISCONSIN

FINANCIAL STATEMENTS

FEBRUARY 28, 1997

74-A
<PAGE> 96

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE

<S> <C>
INDEPENDENT AUDITOR'S REPORT................................................................1

FINANCIAL STATEMENTS

Balance Sheet............................................................................2
Statement of Operations..................................................................3
Statement of Stockholders' Equity........................................................4
Statement of Cash Flows..................................................................5
Summary of Significant Accounting Policies...............................................6
Notes to Financial Statements............................................................7
</TABLE>

74-B
<PAGE> 97

INDEPENDENT AUDITOR'S REPORT

The Stockholders
Wilderness Development Corporation
(A Development Stage Corporation)
Wisconsin Dells, Wisconsin

We have audited the accompanying balance sheet of Wilderness Development
Corporation, as of February 28, 1997, and the related statements of operations,
stockholders' equity, and cash flows for the eight months then ended. These
financial statements are the responsibility of the corporation's management. Our
responsibility is to express an opinion on these 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 Wilderness Development
Corporation as of February 28, 1997, and the results of its operations and its
cash flows for the eight months then ended, in conformity with generally
accepted accounting principles.

/s/ CLIFTON GINDERSON LLC

Madison, Wisconsin
March 11, 1997

74-C

1
<PAGE> 98
WILDERNESS DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
BALANCE SHEET
FEBRUARY 28, 1997

<TABLE>
<S> <C>
ASSETS

Cash $ 874
Development costs in process - design and feasibility 108,826
Development costs in process - offering costs 116,450
Organization costs, less accumulated amorization
of $333 3,667
---------

TOTAL ASSETS $ 229,817
=========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Notes payable $ 212,744
Accounts payable 30,357
Accrued interest 8,037
---------

Total liabilities 251,138
=========

STOCKHOLDERS' EQUITY
Common stock, 9,000 shares of $.10 par value authorized;
562.50 shares issued and outstanding 56
Additional paid-in capital 507
Deficit accumulated during the development stage (21,884)
---------

Total stockholders' equity (21,321)
---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 229,817
=========
</TABLE>

These financial statements should be read only in connection with the
accompanying summary of significant accounting policies and notes to financial
statements.

74-D

<PAGE> 99

WILDERNESS DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF OPERATIONS
EIGHT MONTHS ENDED FEBRUARY 28, 1997

<TABLE>
<S> <C>
REVENUE $ --
----------
EXPENSES
Marketing expense 12,624
Interest expense 8,801
Amortization expense 333
Bank charges 126
----------

Total expenses 21,884
----------
NET LOSS $ (21,884)
==========
</TABLE>

These financial statements should be read only in connection with the
accompanying summary of significant accounting policies and notes to financial
statements.

74-E

<PAGE> 100

WILDERNESS DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF STOCKHOLDERS' EQUITY
EIGHT MONTHS ENDED FEBRUARY 28, 1997

<TABLE>
<CAPTION>
RETAINED
NUMBER COMMON PAID IN EARNINGS
OF SHARES STOCK CAPITAL (DEFICIT) TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE, JULY 1, 1996 -- $ -- $ -- $ -- $ --

Sale of common stock 562.50 56 507 -- 563

Net loss -- -- -- (21,884) (21,884)
---------- ---------- ---------- ---------- ----------
BALANCE, FEBRUARY 28, 1997 562.50 $ 56 $ 507 $ (21,884) $ (21,321)
========== ========== ========== ========== ==========
</TABLE>

These financial statements should be read only in connection with the
accompanying summary of significant accounting policies and notes to financial
statements.

74-F

<PAGE> 101

WILDERNESS DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
STATEMENT OF CASH FLOWS
EIGHT MONTHS ENDED FEBRUARY 28, 1997

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (21,884)
Amortization 333
Effects of changes in operating assets and liabilities:
Accounts payable 30,357
Accrued expenses 8,037
-----------
Total cash provided by operating activities 16,843
-----------

CASH FLOWS FROM INVESTING ACTIVITIES
Development costs in process (225,276)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of organization costs (4,000)
Proceeds from sale of common stock 563
Proceeds from note payable 212,744
-----------

Total cash provided by financing activities 209,307
-----------

NET INCREASE IN CASH 874

CASH, BEGINNING OF PERIOD --
-----------
CASH, END OF PERIOD $ 874
===========
</TABLE>

These financial statements should be read only in connection with the
accompanying summary of significant accounting policies and notes to financial
statements.

74-G

<PAGE> 102

WILDERNESS DEVELOPMENT CORPORATION

(A DEVELOPMENT STAGE CORPORATION)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FEBRUARY 28, 1997

Wilderness Development Corporation (A Wisconsin Corporation), was formed in
July, 1996. The corporation is developing condominiums in Wisconsin Dells, WI.
Significant accounting policies followed by the corporation are presented below:

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

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 disclosure of
contingent assets and liabilities at the date of the financial statements.
Actual amounts could differ from those estimates.

DEVELOPMENT COSTS

Cost related to the offering, design and feasibility of the project have been
capitalized by the corporation. The development costs will be expensed pro rata
as individual condominium units are sold. Management expects to sell all of the
units over the next two years.

ORGANIZATION COSTS

Costs incurred in organizing the corporation are amortized over five years.

INCOME TAXES

The corporation has elected S corporation status under the provisions of the tax
code for both federal and state income taxation. As a result, the taxable income
and income tax credits are passed through to its stockholders.

This information is an integral part of the accompanying financial statements.

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<PAGE> 103

WILDERNESS DEVELOPMENT CORPORATION
(A DEVELOPMENT STAGE CORPORATION)
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1997

NOTE 1 - DEVELOPMENT STAGE OPERATIONS

The corporation was formed July 25, 1996. Operations since that time have
consisted primarily of preparing documents for a security offering, obtaining
financing, land surveying, and architectural designing.

NOTE 2 - NOTE PAYABLE

The note is payable September 15, 1997 and bears interest at 9.75%. The maximum
credit available is $400,000. The note is secured by real estate of a related
entity.

This information is an integral part of the accompanying financial statements.

74-I

<PAGE> 104

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Marketing Arrangements.

No arrangement is known to the Registrant or to any person named in
answer to Items 2 or 19(a) to have been made for any of the following purposes:

(a) To limit or restrict the sale of other securities of the same
class as those to be offered for the period of distribution.

(b) To stabilize the market for any of the securities to be offered.

(c) For withholding commissions, or otherwise to hold each
underwriter or dealer responsible for the distribution of his participation.

Item 22. Other Estimated Expenses of Issuance and Distribution.

Estimated expenses in connection with the Offering are as follows:

Registration Fee - Securities and
Exchange Commission.........$ 6,547.47
Cost of Printing................10,000.00
Legal Fees.....................150,000.00
Accounting Fees.................25,000.00
Blue Sky Fees....................5,000.00
Miscellaneous Expenses...........2,000.00

TOTAL $198,547.47

Item 23. Relationship with Registrant of Experts Named in Registration
Statement.

No expert named in the Registration Statement as having prepared or
certified any part thereof was employed for such purpose on a contingent basis
or at the time of such preparation or certification or at any time thereafter
had a substantial interest in the Registrant or any of its affiliates or
subsidiaries or was connected with the Registrant or any of its affiliates or
subsidiaries as a promoter, underwriter, voting trustee, director, officer or
employee.

Item 24. Sales to Special Parties.

No sales of securities being registered hereunder have been made to
any person by Registrant at a price varying from that at which securities of the
same class, i.e., the within described hotel-condominium units coupled with
rental pooling agreements, are to be offered to the public pursuant to this
registration. No securities are being offered hereunder on behalf of anyone
other than the Registrant.

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<PAGE> 105

Item 25. Recent Sales of Unregistered Securities.

Registrant has not made any sales of unregistered securities during
the past three years except the sale of the capital stock in the initial
organization of Registrant, which sale was exempt from registration under both
Section 4(2) and Section 3(a)(11) of the Securities Act of 1933, as amended.

Item 26. Subsidiaries of Registrant.

Registrant has no subsidiary.

Item 27. Franchises and Concessions.

Registrant has no franchise or concession.

Item 28. Indemnification of Directors and Officers.

Provisions regarding indemnification of officers and directors of
registrant contained in Article IX of the Company's Bylaws (Exhibit 3-B to this
Registration Statement) are incorporated herein by this reference.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to the Company's directors,
officers and controlling persons pursuant to the indemnification provisions
incorporated by the above reference or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification may be against public policy as expressed in the Act and may,
therefore, be unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
Jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29. Treatment of Proceeds from Stock Being Registered.

Not applicable.

-76-
<PAGE> 106

Item 30. Financial Statements and Exhibits.

(a) Financial Statements:

(1) Included in Prospectus:

(i) Wilderness Development
Corporation:

Report of Independent Public
Accountants; Balance Sheet as of
December 31, 1996; and Notes to
Balance Sheet

(2) Not included in the Prospectus or
Registration Statement:

In accordance with the provisions of
Regulation S-X for Form S-1, the schedules
for Form S-1 are omitted as being
inapplicable, not required or because the
information is included in the balance sheet
or notes thereto.

(b) Exhibits:

1 None.
2 None.
3-A Articles of Incorporation of Wilderness
Development Corporation.
3-B Bylaws of Wilderness Development
Corporation.
3-C Organizational Consent of Directors and 1996
Consent of Directors.
4-A A copy of the form of Wilderness Hotel
Condominium Construction and Sales
Agreement.
4-B A copy of the form of Rental Pooling and
Agency Agreement.
4-C Preliminary Price List.
5 None.
6 None.
7 None.
8 Form of Opinion and consent of Sweeney &
Sweeney, S.C. as to United States income tax
matters.
9 None.
10-A Draft Condominium Declaration for Wilderness
Hotel Condominium Association, Inc.
10-B Draft Articles of Incorporation of
Wilderness Hotel Condominium Association,
Inc.
10-C Draft Bylaws of Wilderness Hotel Condominium
Association, Inc.
10-D Draft Management and Use Agreement between
the Association and Wilderness Hotel &
Resort, Inc.
10-E Use and Access Agreement between Unit
Owners, Registrant, Wilderness Hotel &
Resort, Inc., Wild Golf, Inc. an Tom and
Terri Lucke
11 None.
12 None.

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<PAGE> 107

13 None.
14 None.
15 None.
16 None.
17 Unit Descriptions
18 Economic Models and Information

-78-

<PAGE> 108

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, at the City of
_____________, State of Wisconsin on the ______ day of ________________, 1997.

WILDERNESS DEVELOPMENT CORPORATION

By: _______________________________
Thomas J. Lucke, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

Signatures

_______________________________ President and _________________, 1997
Thomas J. Lucke Director

_______________________________ Secretary/Treasurer _________________, 1997
S. Peter Helland, Jr. and Director

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<PAGE> 109

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that the undersigned officers and
directors of Wilderness Development Corporation (the "Corporation"), hereby
constitutes and appoints Thomas J. Lucke as his true and lawful attorney and
agent for him in his name, place and stead, in any capacity, with respect to the
execution, delivery and filing of a registration statement with the Securities
and Exchange Commission on Form S-1 registering 133 hotel-condominium units in
the Wilderness Resort Hotel, together with 133 rental pooling and agency
agreements, to be sold by the Corporation, and any amendment or amendments to
the registration statement (including post-effective amendments) and any and all
instruments necessary to or in connection therewith, to attest the seal of the
Corporation thereon, and to file the same with the Securities and Exchange
Commission, such attorney and agent to have power and authority to do and
perform in the name and on behalf of the undersigned every act whatsoever
necessary or as fully and to all intents and purposes as the undersigned might
or could do in person, and the undersigned hereby ratifies and confirms all that
such attorney and agent shall do or cause to be done by virtue hereof.

EXECUTED this ___ day of __________________, 1997.

__________________________________
Thomas J. Lucke

__________________________________
S. Peter Helland, Jr.

STATE OF _______)
)ss.
COUNTY OF ______)

Personally came before me this ___ day of __________, 1997, the
above- named Thomas J. Lucke and S. Peter Helland, Jr., to me known to be the
persons who executed the foregoing instrument and acknowledge the same.

_____________________________________

*____________________________________

Notary, State of ____________________

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<PAGE> 110

WILDERNESS DEVELOPMENT CORPORATION

Secretary's Certificate

The undersigned certifies that he is the secretary of Wilderness
Development Corporation, a Wisconsin corporation, (the "Corporation") and that
as such he is authorized to execute this certificate on behalf of the
Corporation, and further certifies that the following resolution was adopted by
Consent of Directors executed as of __________________, 1997:

RESOLVED that each officer and director who may be
required to execute the registration statement [for the sale of 133
hotel-condominium units in the Wilderness Resort, together with 133
mandatory rental pooling and agency agreements] or any amendment
thereto (whether on behalf of the Corporation or as officer or
director thereof or by attesting the seal of the Corporation or
otherwise) is authorized to execute a power of attorney appointing
Thomas J. Lucke as true and lawful attorney and agent to execute in
his name, place and stead, in any capacity, such registration
statement and any and all instruments necessary to or in connection
therewith, to attest the seal of the Corporation thereon, and to
file the same with the securities and Exchange Commission, such
attorney and agent to have power to act and perform in the name and
on behalf of each of said officers and directors, or both, as the
case may be, every act whatsoever necessary or advisable to be done
as fully and to all intents and purposes as any such officer,or
director might or could do in person.

IN WITNESS WHEREOF, the undersigned has executed this certificate
this __________ day of ________________, 1997.

______________________________________
S. Peter Helland, Jr.
Secretary

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<PAGE> 111

GLOSSARY

The following defined terms are used throughout this Prospectus.

"Access and Use Fee". The monthly fee paid by the Owner to
Wilderness Hotel & Resort, Inc. for use and access to the recreational amenities
located at the Wilderness Hotel & Resort. All rights of access and use are
subject to the Access and Use Agreement (a copy of the Access and Use Agreement
is attached herein as Exhibit 4-D)

"Association". The Wilderness Hotel Condominium Association, Inc.

"Condominium Construction and Sales Agreement". That certain
construction and sales agreement between the Company and an Investor (see
"Exhibit 4-A").

"Condominium Hotel Project". The Wilderness Hotel Condominium
construction project contemplated for the completion of the Units in Phases I
and II.

"Condominium Monthly Assessment". A monthly charge due to the
Association from the members of the Association for the upkeep, maintenance,
repair and replacement of the Association's Property.

"Declaration". The condominium declaration for the Condominium Hotel
Project.

"Default". A breach of any term in the Condominium Construction and
Sale Agreement. In the event the Condominium Construction and Sale Agreement is
breached by the Company, the Investor shall receive back its Downpayment from
the Escrow and shall have varying legal remedies against the Company. In the
event of a default by the Investor, the Company shall have the right to retain
the Downpayment held in Escrow as liquidated damages, or suing for actual
damages, or both.

"Downpayment". A Downpayment, pursuant to the Condominium
Construction and Sale Agreement, shall be ten percent (10%) of the Unit's
purchase price, to be held in escrow, pursuant to the terms of this offering and
the Condominium Construction and Sale Agreement.

"Escrow". Escrow shall be the funds deposited for a Downpayment,
pursuant to the Condominium Construction and Sale Agreement, representing ten
percent (10%) of the purchase price. The escrow funds will be placed into an
escrow account. An independent escrow agent shall be appointed to hold the funds
in the escrow account. At closing, the escrow agent shall fund the downpayment
to the closing agent for purposes of closing the transaction.

"Gross Room Revenues". All revenues and income actually received by
the Company, as agent for the Owners, from or in connection with the rental of
all of the Units being operated by the Company under the RPA Agreement, not
including any nominal sums received by the Company as a reimbursement of costs
involving discounted room prices and/or any Personal use Nights by the Unit
Owners.

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<PAGE> 112

"Investor". A person or entity who buys a Unit.

"Liquidated Damages". In the event of a buyer default under the
Condominium Construction and Sale Agreement, resulting in the failure to close
the proposed transaction, then the seller would be allowed to have the
downpayment paid from the escrow to the seller as agreed upon damages.

"Management Fees". The compensation to be paid by each Owner to the
Company for its management and operation of the Units pursuant to the RPA
Agreement. The amount of the Management Fee is 35% of each Owner's share of
Gross Room Revenues.

"Members". Members of the Wilderness Hotel Condominium Association,
Inc. shall be the Unit Owners.

"Net Rental Income". An Owner's share of Gross Room Revenues less
his/her share of Room Operating Expenses and Management Fees.

"Personal Use Night(s)". Any or all night(s) which any Unit is used
for personal use by a Unit Owner without compensation to the Rental Pool. It is
expressly acknowledged by any Investor that a Personal Use Night(s) shall be
limited to ten (10) nights and be subject to availability within a Unit Owner's
Rental Pool and terms of this Offering, the RPA Agreement and all rules and
regulations (see page 42).

"Rental Pool(s)". The arrangement established by the RPA Agreement,
pursuant to which each initial Owner (and those Transferees entering into an RPA
Agreement with the Company who desire to rent their Unit) will share the rental
income and expenses related to the Company's operation, as agent for such
Owners. There are seven (7) separate Rental Pools, as more particularly
described in the RPA Agreement.

"Room Operating Expenses" and/or "Operating Expenses". All expenses
that will be incurred by an Owner in connection with owning and renting a Unit
(except property taxes and interest on any debt incurred to purchase or carry a
Unit.) (See: Additional- Deductions/Expenses Applicable to the Activity, page
63.) All costs, charges and expenses attributable to the operation, maintenance
and repair of the Units and common areas as hotel rental accommodations under
the RPA Agreement, including without limitation the Management Fee; costs of
laundry service; guest supplies and utilities repair and maintenance expenses;
credit card commissions; insurance; bad debt losses; and fees for legal,
accounting and other professional services.

"RPA Agreement". The form of Rental Pooling and Agency Agreement
under which the Rental Pools are established and pursuant to which the Company
is appointed agent for the Owners with respect to the Rental Pools. A copy of
the RPA Agreement is set forth as Exhibit 4-B attached to this Prospectus.

"Transferee". The owner of a Unit by virtue of a valid transfer from
a previous Unit Owner.

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<PAGE> 113

"Unit" or "Units". One or all of the 133 hotel-condominium units, as
the case may be, offered pursuant to this Offering, located at 511 E. Adams
Street, Wisconsin Dells, Wisconsin. The Units consist of the following: (a) the
cubical constituting the Unit as defined in the Declaration and its furnishings;
(b) an undivided interest in the common areas and common elements as described
in the Declaration; (c) an access and use right, to the recreational facilities
and other amenities associated with the Wilderness Hotel & Resort pursuant to
established rules and fees if applicable; and (d) participation in the Rental
Pool created for that type of Unit.

"Wilderness Hotel & Resort". The resort complex consisting of the
portion of the Wilderness Hotel & Resort not condominimized, the condominium
common elements, the Units and the recreational facilities and golf facilities.

"Wisconsin Dells Area". That geographical area that includes areas
north of Interstate 90/94, beginning at Highway 12-Interstate 90/94 Exit and
ending at the Highway 16-Interstate 90/94 Exit. The area shall run north to the
limits of the municipalities of the City of Wisconsin Dells, Town of Lake Delton
and Village of Lake Delton.

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<PAGE> 114

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

As independent public accountants, we hereby consent to the use of our report
containing the audited Balance Sheet Statement Of Operation, Cash Flow and
Shareholder's Equity and to all references to our Firm included in or made a
part of this Registration Statement.

CLIFTON GUNDERSON L.L.C.

Madison, Wisconsin
July 3, 1997 By:________________________

__________________________

CONSENT OF COUNSEL TO THE COMPANY

The consent of Sweeney & Sweeney, S.C. to all references made to
them in the Prospectus included as a part of the Registration Statement of
Wilderness Development Corporation, and all amendments thereto, is included in
their opinion filed as Exhibit 8 to the Registration Statement.

(The balance of this page is intentionally left blank)

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<PAGE> 115

133 HOTEL-CONDOMINIUM UNITS

WILDERNESS RESORT HOTEL

TOGETHER WITH

133 OPTIONAL EXCLUSIVE RENTAL POOLING

AND AGENCY AGREEMENTS

EXHIBITS

filed with

REGISTRATION STATEMENT

FORM S-1

VOLUME I OF III

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<PAGE> 116

INDEX TO EXHIBITS

REGISTRATION STATEMENT

OF WILDERNESS DEVELOPMENT CORPORATION

<TABLE>
<CAPTION>
Page Number In
Sequentially
Numbered
Exhibit Title Document
- - - ------------- --------
<S> <C>

The Security
- - - ------------

4-A Draft Wilderness Hotel Condominium Construction and Sales Agreement.......................E-1
4-B Rental Pooling and Agency Agreement.......................................................E-5
4-C Preliminary Price List ..................................................................E-23

The Condominium Documents
- - - -------------------------

10-A Draft Condominium Declaration for Wilderness Hotel
Condominium Association, Inc.....................................................E-24
10-B Draft Articles of Incorporation of Wilderness Hotel
Condominium Association, Inc.....................................................E-58
10-C Draft Bylaws of Wilderness Hotel Condominium Association, Inc...........................E-61

The Registrant
- - - --------------

3-A Articles of Incorporation of Wilderness Development Corporation..........................E-75
3-B Bylaws of Wilderness Development Corporation.............................................E-76
3-C Organizational Consent of Directors and August 1, 1996 Consent of Directors..............E-92

Material Contracts and Agreements
- - - ---------------------------------

10-D Draft Management and Use Agreement between the Association and
Wilderness Hotel & Resort, Inc...................................................E-95
10-E Use and Access Agreement between Owners, Registrant, Wilderness
Resort & Hotel, Inc., Wild Golf, Inc. and Tom and Terri Lucke ..................E-105

Opinions
- - - --------

8 Tax Opinion...............................................................................E-110

Sales Materials
- - - ---------------

17 Unit Description.........................................................................E-112

18 Economic Model and Information...........................................................E-115

</TABLE>

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<PAGE> 1

4-A Draft Wilderness Hotel Condominium
Construction and Sales Agreement

<PAGE> 2
WILDERNESS HOTEL
CONSTRUCTION AND SALES AGREEMENT

GENERAL PROVISIONS The Buyer, ________________, offers to purchase the
Property known as [Street Address] 511 East Adams Street in the Village of Lake
Delton , County of Sauk Wisconsin, particularly described as Unit: ____ of
Wilderness Hotel Condominium, Seller's undivided interest in the common
elements appurtenant to the Unit, together with and subject to the rights,
interests, obligations and limitations as set forth in the Registration
Statement and Prospectus (collectively the "Registration Statement")(see lines
202 to 205), Collateral Contracts (see lines 206 to 207) declaration and
condominium plat (and all amendments to them) creating the Condominium, which
altogether constitute the Property.

o PURCHASE PRICE: _______________________ Dollars ($____________________).

o EARNEST MONEY of $________________________ in the form of a check accompanies
this Offer.

o THE BALANCE OF PURCHASE PRICE will be paid in cash or equivalent at closing
unless otherwise provided in this Offer.

o ADDITIONAL ITEMS INCLUDED IN PURCHASE PRICE: Seller shall include in the
purchase price and transfer free and clear of encumbrances: Seller's interest
in any common surplus and reserves of the condominium allocated to the Unit;
and all fixtures, as defined at lines 193 to 197 and as may be in or on the
Unit on the date of this Offer, unless excluded at lines 16 to 17 and the
following additional items: Hotel Condominium furnishings per the attached
personal property list

o ITEMS NOT INCLUDED IN THE PURCHASE PRICE: N/A.

o PARKING: The parking for this Unit is: unassigned and pursuant to the Use and
Access Agreement (see lines 206 to 207).

o ASSOCIATION FEE: The association fee for this Unit is $_______[not yet
determined]______ per __________________.

o PROPERTY CONDITION REPRESENTATIONS: Seller represents to Buyer that as of the
date of acceptance Seller has no notice or knowledge of conditions affecting
the Property or transaction (as defined at lines 168 to 187). The transfer of
the Property is exempt by Wis. Stats. 709.01 from the requirement to provide a
Seller's Real Estate Condition Report, as the Property is new construction and
has not been inhabited.

o TIME IS OF THE ESSENCE as to: (1) Earnest money payment(s); (2) binding
acceptance; (3) occupancy; (4) date of closing; (5) delivery of Condominium
Disclosure Materials (see lines 86 to 92) and all other dates and deadlines in
this Offer.

OPTIONAL PROVISIONS AND ADDENDA

See lines 225 to 261 for optional provisions including contingencies.

ADDITIONAL PROVISIONS

o This Offer is subject to the terms, conditions, and restrictions of the
Registration Statement (see lines 202 to 205) and Collateral Contracts (see
lines 206 to 207), and Buyer acknowledges receipt thereof.

o The parties agree to be bound by the terms, conditions and restrictions of
the Registration Statement and Collateral Contracts, and execute the same as
required.

o Seller agrees to construct the Property as set forth in the Registration
Statement. Delivery of the Property will be made no later than two (2) years
after execution of this Hotel Condominium Construction and Sales Agreement.

o Any rental of the Property must be pursuant to the Rental Pool Agreement as
further set forth in the Registration Statement which is consistent with the
design of the Property as a business investment in a hotel condominium project
located in a golf resort complex.

o At closing, Buyer shall pay three (3) months' Association fee in advance to
establish a reserve and the pro rata balance of the current quarter's
Association fees (billed quarterly in advance) due as of closing.

o The Seller reserves the right to cancel the Registration Statement, in its
sole discretion, if market conditions so dictate, and upon Seller's
cancellation of the Registration Statement, this Hotel Condominium Construction
and Sales Agreement shall be null and void and all earnest money shall be
returned to Buyer.

o Buyer shall have the right to cancel this Hotel Condominium Construction and
Sales Agreement, without penalty or obligation, within five (5) days from the
date of the execution hereof, pursuant to Section 703.33 of the Wisconsin
Statutes.

o Buyer acknowledges receipt of the Registration Statement.

ACCEPTANCE, DELIVERY AND RELATED PROVISIONS

o BINDING ACCEPTANCE: This Offer is binding upon both parties only if a copy of
the accepted Offer is delivered to Buyer on or before ______________. CAUTION:
This Offer may be withdrawn prior to delivery of the accepted Offer.

o DELIVERY OF DOCUMENTS AND WRITTEN NOTICES: Unless otherwise stated in this
Offer, delivery of documents and written notices to a party shall be effective
only when accomplished in any of the following ways:

(1) By depositing the document or written notice postage or fees prepaid in the
U.S. Mail or a commercial delivery system addressed to the party at:

Seller: Wilderness Development Corporation, 511 East Adams Street,
Wisconsin Dells, WI 53965
With a Copy to: Sweeney & Sweeney, S.C., 440 Science Drive, Madison,
Wisconsin 53711 (608) 238-4444 fax: (608) 238-8262
Buyer: _____________________________________________________

(2) By giving the document or written notice personally to the party;

(3) By electronically transmitting the document or written notice to the
following telephone number:

Buyer: ( ) __________________ Seller: Wilderness Development
Corporation (608) 254-4982

OCCUPANCY AND RELATED PROVISIONS

o OCCUPANCY of Property shall be given to Buyer at time of closing unless
otherwise provided in this Offer. At time of Buyer's occupancy, the Unit and
any limited common elements assigned exclusively to the Unit shall be free of
all debris and personal property except for personal property sold to Buyer.

o RENTAL WEATHERIZATION: This transaction is exempt from State of Wisconsin
Rental Weatherization Standards (ILHR 67, Wisconsin Administrative Code) as the
Property is less than ten (10) years old.

o CLOSING: This transaction is to be closed at the Wilderness Hotel & Resort,
511 East Adams Street, Wisconsin Dells, Wisconsin 53965 no later than twenty
(20) days after substantial completion of the Property and written notice to
Buyer, unless another date or place is agreed to in writing. Immediately after
closing Buyer and Seller shall notify the condominium association of the
transfer.

o CLOSING PRORATIONS: The following items shall be prorated at closing: real
estate taxes, rents, property owner's or condominium association fees and
assessments and any payments due under the Collateral Contracts. Any income,
taxes or expenses shall accrue to Seller, and be prorated, through the day
prior to closing. Net general real estate taxes shall be prorated based on the
net general real estate taxes for the current year, if known, otherwise on the
net general real estate taxes for the preceding year.

o FORM OF TITLE EVIDENCE: Seller shall give evidence of title by an owner's
policy of title insurance (including the ALTA Condominium 4 endorsement or
equivalent) as further described at lines 147 to 161.

o CONVEYANCE OF TITLE: Upon payment of the purchase price, Seller shall convey
or cause to be conveyed the Property by warranty deed (or other conveyance as
provided herein) free and clear of all liens and encumbrances, except:
municipal and zoning ordinances and agreements entered under them, recorded
easements for the distribution of utility, municipal and association services,
easements for performance of association duties, recorded building and use
restrictions and covenants, general taxes levied in the year of closing,
Wisconsin

E-1
<PAGE> 3
Condominium Act, condominium declaration and plat and association articles of
incorporation, bylaws and rules, the Offering, the Collateral Contracts, and
amendments to the above, and (provided none of the foregoing prohibit use of
the Property as a hotel condominium), which constitutes merchantable title for
purposes of this transaction. Seller further agrees to complete and execute
the documents necessary to record the conveyance. WARNING: Condominium
instruments, the Offering, the Collateral Contracts, municipal and zoning
ordinances, recorded building and use restrictions, covenants and easements
prohibit certain improvements or uses and therefore should be reviewed
carefully by Buyer.

o SPECIAL ASSESSMENTS: Special assessments, if any, including those by the
homeowner's or condominium association, for work on site actually commenced or
levied prior to date of closing shall be paid by Seller no later than closing.
All other special assessments shall be paid by Buyer.

CONDOMINIUM DISCLOSURES AND PROPERTY CONDITION PROVISIONS

o CONDOMINIUM DISCLOSURES: Seller agrees to provide Buyer with complete,
current copies of the disclosure materials (organization and operational
documents, plans, financial statements and, in the case of a conversion
condominium, property information) as required by Wisconsin Statutes s. 703.33
no later than 15 days prior to closing and any amendment to these materials
promptly after its adoption. These materials are available at cost from the
condominium association. AS PROVIDED IN SECTION 703.33(4), WIS. STATS., BUYER
MAY, WITHIN FIVE BUSINESS DAYS AFTER RECEIPT OF THESE DOCUMENTS, INCLUDING ANY
MATERIAL MODIFICATION THERETO, RESCIND THIS OFFER BY WRITTEN NOTICE MAILED OR
DELIVERED TO SELLER, THE DATE OF MAILING OR ACTUAL DELIVERY BEING THE EFFECTIVE
DATE OF NOTICE.

o REAL ESTATE CONDITION REPORT: Wisconsin law requires sellers of property
which includes 1-4 dwelling units to provide buyers with a Real Estate
Condition Report. Excluded from this requirement are sales of property that
has never been inhabited, and this Property has never been inhabited.

o INSPECTIONS: Seller agrees to allow Buyer's inspectors reasonable access to
the Unit, upon reasonable notice. Buyer agrees to promptly provide copies of
all inspection reports to Seller, and to listing broker if Unit is listed.

o PROPERTY DAMAGE BETWEEN ACCEPTANCE AND CLOSING: Seller shall maintain a
constructed Unit until the earlier of closing or occupancy of Buyer in
materially the same condition as of the date of acceptance of this Offer,
except for ordinary wear and tear, and except for Units under construction
which Seller shall complete. If, prior to the earlier of closing or occupancy
of Buyer, the Unit or common elements in the building containing the Unit are
damaged in an amount of not more than five percent (5%) of the selling price,
Seller (individually or through the homeowner's or condominium owner's
association), shall be obligated to repair the Property and restore it to the
same condition that it was on the day of this Offer. If the damage shall
exceed such sum, or such damage shall occur to the common elements of the
condominium in excess of insurance coverage in an amount which, when multiplied
by the percentage interest of the Unit in the declaration exceeds Two Thousand
Dollars ($2,000.00), Seller shall promptly notify Buyer in writing of the
damage and this Offer may be canceled at option of Buyer. Should Buyer elect
to carry out this Offer despite such damage, the insurance proceeds shall be
held in trust for the sole purpose of restoring the Property.

o PRE-CLOSING INSPECTION: At a reasonable time, preapproved by Seller or
Seller's agent, within 3 days before closing, Buyer shall have the right to
inspect the Unit to determine that there has been no significant change in the
condition of the Unit, except for ordinary wear and tear and completion of
construction, and that any construction or defects Seller has elected to cure
have been completed or repaired in a good and workmanlike manner.

DEFAULT

Seller and Buyer each have the legal duty to use good faith and due
diligence in completing the terms and conditions of this Offer. A material
failure to perform any obligation under this Offer is a default which may
subject the defaulting party to liability for damages or other legal remedies.

If Buyer defaults, Seller may:

(1) sue for specific performance and request the earnest money as
partial payment of the purchase price; or

(2) terminate the Offer and have the option to: (a) request the
earnest money as liquidated damages; or (b) direct Escrow Agent
to return the earnest money and have the option to sue for actual
damages.

If Seller defaults, Buyer may:

(1) sue for specific performance; or

(2) terminate the Offer and request the return of the earnest money,
sue for actual damages, or both.

In addition, the Parties may seek any other remedies available in law
or equity.

The Parties understand that the availability of any judicial remedy
will depend upon the circumstances of the situation and the discretion of the
courts. If either Party defaults, the Parties may renegotiate the Offer or seek
nonjudicial dispute resolution instead of the remedies outlined above. By
agreeing to binding arbitration, the Parties may lose the right to litigate in
a court of law those disputes covered by the arbitration agreement.

EARNEST MONEY

o HELD BY: Earnest money shall be held by an Escrow Agent selected by Seller
and shall be held in the account of the Seller's Escrow Agent until applied to
purchase price or otherwise disbursed as provided in the Offer. If
negotiations do not result in an accepted offer, the earnest money shall be
promptly disbursed (after clearance from payor's depository institution if
earnest money is paid by check) to the person who paid the earnest money.

o DISBURSEMENT: At closing, earnest money shall be disbursed according to the
closing statement. If this Offer does not close, the earnest money shall be
disbursed according to a written disbursement agreement signed by all Parties
to this Offer. If said disbursement agreement has not been delivered to the
Escrow Agent within 60 days after the date set for closing, the Escrow Agent
may disburse the earnest money: (1) as directed by an attorney who has reviewed
the transaction and does not represent Buyer or Seller; (2) into a court
hearing a lawsuit involving the earnest money and all Parties to this Offer;
(3) as directed by court order; or (4) any other disbursement required or
allowed by law. The Escrow Agent may retain legal services to direct
disbursement per (1) or to file an interpleader action per (2) and the Escrow
Agent may deduct from the earnest money any costs and reasonable attorneys
fees, not to exceed Four Hundred Fifty Dollars ($450.00), prior to
disbursement.

o LEGAL RIGHTS/ACTION: The Escrow Agent's disbursement of earnest money does
not determine the legal rights of the Parties in relation to this Offer. At
least 30 days prior to disbursement per (1) or (4), the Escrow Agent shall send
Buyer and Seller notice of the disbursement by certified mail. If Buyer or
Seller disagree with the Escrow Agent's proposed disbursement, a lawsuit may be
filed to obtain a court order regarding disbursement. The Buyer and Seller
should consider consulting attorneys regarding their legal rights under this
Offer in case of a dispute. Both Parties agree to hold the Escrow Agent
harmless from any liability for good faith disbursement of earnest money in
accordance with this Offer.

TITLE EVIDENCE

o FORM OF TITLE EVIDENCE: Seller shall give evidence of title to the Property
in the form of an owner's policy of title insurance (with a Condominium 4
endorsement or equivalent) in the amount of the purchase price on a current
ALTA form issued by an insurer licensed to write title insurance in Wisconsin.

o PROVISION OF MERCHANTABLE TITLE: Seller shall pay all costs of providing
title evidence. For purposes of closing, title evidence shall be acceptable if
a commitment for the required title insurance is delivered to Buyer's attorney
or to Buyer not less then 3 business days before closing, showing title to the
Property as of a date no more than 15 days before delivery of such title
evidence to be merchantable, subject only to liens which will be paid out of
the proceeds of closing and standard abstract certificate limitations or
standard title insurance requirements and exceptions, as appropriate.

o TITLE ACCEPTABLE FOR CLOSING: If title is not acceptable for closing, Buyer
shall notify Seller in writing of objections to title by the time set for
closing. In such event, Seller shall have a reasonable time, but not exceeding
15 days, to remove the objections, and the time for

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<PAGE> 4
closing shall be extended as necessary for this purpose. In the event that
Seller is unable to remove said objections, Buyer shall have 5 days from
receipt of notice thereof, to deliver written notice waiving the objections,
and the time for closing shall be extended accordingly. If Buyer does not
waive the objections, this Offer shall be null and void. Providing title
evidence acceptable for closing does not extinguish Seller's obligations to
give merchantable title to Buyer.

ENTIRE CONTRACT

This Offer, including any amendments to it, and documents incorporated herein
by reference contains the entire agreement of the Buyer and Seller regarding
the transaction. All prior negotiations and discussions have been merged into
this Offer. This agreement binds and inures to the benefit of the Parties to
this Offer and their successors.

DEFINITIONS

o ACCEPTANCE: Acceptance occurs when all Buyers and Sellers have signed the
Offer.

o CONDITIONS AFFECTING THE PROPERTY OR TRANSACTION: A "condition affecting the
Property or transaction" is defined as follows:

(a) Planned or commenced public improvements by government authorities or the
homeowner's or condominium association which may result in special assessments
against the Unit or otherwise materially affect the Condominium or the present
use of the Property;

(b) Government agency, court, homeowner's or condominium association order
requiring repair, alteration or correction of a Property condition;

(c) Structural inadequacies which if not repaired will significantly shorten
the expected normal life of the Condominium;

(d) Mechanical systems inadequate for the present use of the Condominium;

(e) Conditions constituting a significant health or safety hazard for occupants
of the Property;

(f) Insect or animal infestation of the Condominium;

(g) Underground storage tanks on the Condominium for storage of flammable or
combustible liquids including but not limited to gasoline and heating oil;

(h) Any portion of the Condominium being in a 100 year flood plain, a wetland
or a shoreland zoning area under local, state or federal regulations;

(i) Material violations of environmental rules or other rules or agreements
regulating the use of the Condominium;

(j) Material violation of state or local smoke detector laws;

(k) High voltage electric (100 KV or greater) or steel natural gas transmission
lines located on but not directly serving the Condominium;

(l) That a structure on the Property is designated as a historic building or
that any part of the Property is in a historic district;

(m) Other conditions or occurrences which would significantly reduce the value
of the Property to a reasonable person with knowledge of the nature and scope
of the condition or occurrence.

o DAYS: Deadlines expressed as a specific number of "days" from the occurrence
of an event, such as acceptance, are calculated by excluding the day the event
occurred. The deadline then expires at midnight on the last day. Deadlines
expressed as a specific number of "business days" exclude Saturdays, Sundays
and any legal public holiday under Wisconsin or Federal law, or other holiday
designated by the President such that the postal service does not receive
registered mail or make regular deliveries on that day. Deadlines expressed as
a specific day of the calendar year or as the day of a specific event, such as
closing, expire at midnight of that day.

o FIXTURES: A "Fixture" is an item of property which is physically attached to
or so closely associated with land and improvements so as to be treated as part
of the real estate, including without limitation, physically attached items not
easily removable without damage to the premises, items specifically adapted to
the premises, and items customarily treated as fixtures including but not
limited to all: screen and storm doors and windows; electric lighting fixtures;
window shades; curtain and traverse rods; blinds and shutters; heating and
cooling units and attached equipment; water heaters and softeners; attached or
fitted floor coverings; built-in appliances; and ceiling fans. See lines 12 to
15.

o TIME IS OF THE ESSENCE: If "Time is of the Essence" applies to a date or
deadline, failure to perform by the exact date or deadline is a breach of
contract. If "Time is of the Essence" does not apply to a date or deadline,
then performance within a reasonable time of the date or deadline is allowed
before a breach occurs. See lines 24 to 25.

o OFFER: "Offer" shall mean this Hotel Condominium Construction and Sales
Agreement.

o REGISTRATION STATEMENT: "Registration Statement" shall mean the Form S-11
Registration Statement and Prospectus Under the Securities Act of 1993 for "133
Hotel Condominium Units to Be Built In Two Phases With Mandatory Rental Pool At
The Wilderness Hotel & Resort" submitted to the Securities and Exchange
Commission by Wilderness Development Corporation on May 6, 1997 as Registration
No. 333-26560, and any amendments thereto or state filings thereof.

o COLLATERAL CONTRACTS: "Collateral Contracts" shall mean the Rental Pooling
Agreement, Use and Access Agreement and Management and Use Agreement as further
set forth in the Registration Statement or any amendments thereto.

PROVISIONS RELATED TO FINANCING

o LOAN COMMITMENT: If this Offer is contingent on financing, Buyer agrees to
pay all customary financing costs (including closing fees), to apply for
financing promptly, and to provide evidence of application promptly upon
request of Seller. If Buyer qualifies for said financing or other financing
acceptable to Buyer, Buyer agrees to deliver to Seller, or Seller's agent, a
copy of the written loan commitment no later than the deadline for loan
commitment under the Financing Contingency. If Buyer does not make timely
delivery of said commitment, Seller may terminate this Offer if Seller delivers
a written notice of termination to Buyer prior to Seller's actual receipt of a
copy of Buyer's written loan commitment.

o FINANCING UNAVAILABILITY: If this Offer is contingent on financing and
financing is not available on the terms stated, Buyer shall promptly deliver
written notice to Seller of same including copies of lender(s)' rejection
letter(s) or other evidence of unavailability. Unless a specific loan source
is named in the financing contingency, Seller shall then have 5 days to give
Buyer written notice of Seller's decision to finance this transaction on the
same terms set forth herein, and this Offer shall remain in full force and
effect, with the time for closing extended accordingly. If Seller's notice is
not timely given, this Offer shall be null and void.

o LAND CONTRACT: If this Offer provides for a land contract, prior to execution
of the land contract Seller shall provide the same evidence of merchantable
title as required above and written proof, at or before execution, that the
total underlying indebtedness, if any, is not in excess of the proposed balance
of the land contract, that the payments on the land contract are sufficient to
meet all of the obligations of Seller on the underlying indebtedness, and that
all creditors whose consent is required have consented to the land contract
sale.

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<PAGE> 5
PROPERTY ADDRESS: Unit ___, Wilderness Hotel Condominium, Lake Delton,
Wisconsin

OPTIONAL PROVISIONS: THE PROVISIONS ON LINES 227 THROUGH 261 ARE A PART OF THIS
OFFER IF MARKED, SUCH AS WITH AN "X". THEY ARE NOT PART OF THIS OFFER IF
MARKED N/A OR ARE LEFT BLANK.

____ FINANCING CONTINGENCY: This Offer is contingent upon Buyer being able
to obtain, within ______ days of acceptance of this Offer, a
__________________________ [INSERT LOAN PROGRAM (fixed) (adjustable)] [STRIKE
ONE] rate first mortgage loan commitment, in an amount of not less than
$____________________ for a term of not less than ______ years, amortized over
not less than _______ years. If the purchase price under this Offer is
modified, the loan amount, unless otherwise provided, shall be adjusted to the
same percentage of the purchase price as in this contingency and the monthly
payments shall be adjusted as necessary to maintain the term and amortization
stated above. IF FINANCING IS FIXED RATE the annual rate of interest shall not
exceed _______% and monthly payments of principal and interest shall not exceed
$__________________________. IF FINANCING IS ADJUSTABLE RATE the initial
annual interest rate shall not exceed _____%. The initial interest rate shall
be fixed for ______ months, at which time the interest rate may be increased
not more than _____% per year. The maximum interest rate during the mortgage
term shall not exceed _____%. Initial monthly payments of principal and
interest shall not exceed $__________________. Monthly payments of principal
and interest may be adjusted to reflect interest changes. MONTHLY PAYMENTS MAY
ALSO INCLUDE 1/12th of the estimated net annual real estate taxes, hazard
insurance premiums, and private mortgage insurance premiums. Buyer agrees to
pay a loan fee in an amount not to exceed ______% of the loan. [Loan fee
refers to discount points and/or loan origination fee, but DOES NOT include
Buyer's other closing costs.] SEE LINES 208 TO 223 FOR ADDITIONAL FINANCING
PROVISIONS.

_____ SECONDARY OFFER: This Offer is secondary to a prior accepted offer.
This Offer shall become primary upon delivery of written notice to Buyer that
this Offer is primary. Seller agrees to deliver said notice to Buyer promptly
upon Seller's receipt of evidence satisfactory to Seller that the prior offer
is null and void. Buyer may declare this Offer null and void by delivering
written notice of withdrawal to Seller prior to delivery of Seller's notice
that this Offer is primary. Buyer may give notice of withdrawal no earlier
than ______ hours from acceptance of this Offer. All other Offer deadlines
which are measured from acceptance shall be measured from the time this Offer
becomes primary.

_____ INSPECTION CONTINGENCY: This Offer is contingent upon a qualified
independent inspector conducting an inspection, at

Buyer's expense, of the Unit/and ____________________________ which discloses
no defects as defined below. This contingency shall be deemed satisfied unless
Buyer, within _____ days of acceptance, delivers to Seller a copy of the
inspector's written inspection report and a written notice listing the defects
identified in the inspection report to which Buyer objects. Buyer agrees to
deliver a copy of the report and notice to Sweeney & Sweeney, S.C., if Property
is listed, upon delivery to Seller.

o RIGHT TO CURE: Seller shall have a right to cure the defects. If Seller has
right to cure, Seller may satisfy this contingency by: (1) delivering a written
notice of Seller's election to cure defects within 10 days of receipt of
Buyer's notice; and (2) curing the defects in a good and workmanlike manner and
delivering to Buyer a written report detailing the work done no later than 3
days prior to closing. This Offer shall be null and void if Buyer makes timely
delivery of the above notice and report and Seller has a right to cure but does
not timely deliver the notice of election to cure.

o "DEFECT" DEFINED: For the purposes of this contingency, a defect is defined
as a structural, mechanical or other condition that would have a significant
adverse effect on the value of the Property; that would significantly impair
the health or safety of future occupants of the Unit; or that if not repaired,
removed or replaced would significantly shorten or have a significant adverse
effect on the expected normal life of the Unit. Defects do not include
structural, mechanical or other conditions the nature and extent of which Buyer
had actual knowledge or written notice before signing this Offer.

IF ACCEPTED, THIS OFFER CAN CREATE A LEGALLY ENFORCEABLE CONTRACT. BOTH
PARTIES SHOULD READ THIS DOCUMENT CAREFULLY. SELLER'S REPRESENTATIVES MAY
PROVIDE A GENERAL EXPLANATION OF THE PROVISIONS OF THE OFFER BUT ARE PROHIBITED
BY LAW FROM GIVING ADVICE OR OPINIONS CONCERNING YOUR LEGAL RIGHTS UNDER THIS
OFFER OR HOW TITLE SHOULD BE TAKEN AT CLOSING. AN ATTORNEY SHOULD BE CONSULTED
IF LEGAL ADVICE IS NEEDED.

This Offer was drafted on _____________________________ [date] by Buyer.

(x) __________________________________ ___________________________ _________
Buyer's Signature Print Name here: (Social Security No.) (Date)

EARNEST MONEY RECEIPT. Seller's representative acknowledges receipt of earnest
money as per line 10 of the above offer. WILDERNESS DEVELOPMENT CORPORATION
By _________________________________

SELLER ACCEPTS THIS OFFER. THE WARRANTIES, REPRESENTATIONS AND COVENANTS MADE
IN THIS OFFER SURVIVE CLOSING AND THE CONVEYANCE OF THE PROPERTY. THE
UNDERSIGNED HEREBY AGREES TO CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS
AND CONDITIONS AS SET FORTH HEREIN AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS
OFFER.

WILDERNESS DEVELOPMENT CORPORATION (EIN 39-1861046)

By ______________________________________ _____________________ ____________
Seller's Signature Print Name here: (Social Security No.) (Date)

This Offer was presented to Seller by ____________ on _________, 19___, at ___
a.m./p.m.

THIS OFFER IS REJECTED ___________________ ________
(Seller's Initials) (Date)

THIS OFFER IS COUNTERED [See attached counter) ___________________ __________
(Seller's Initials) (Date)

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<PAGE> 1

4-B Rental Pooling and Agency Agreement

<PAGE> 2

RENTAL POOLING AND AGENCY AGREEMENT

THIS AGREEMENT, dated this day of ___________, 19__, is between
WILDERNESS DEVELOPMENT CORPORATION, a Wisconsin corporation, (the "Company") and
the condominium unit owner whose name and address are set forth below ("Owner",
or one of the "Owners" when referred to collectively with all of the condominium
unit owners that have entered or will enter into this Agreement with the
Company).

RECITALS

WHEREAS, Owner has purchased a certain condominium unit known as Unit
#_______ of the Wilderness Hotel Condominium (the "Unit", or one of the "Units"
when referred to collectively with all of the condominium units to be operated
by the Company pursuant to this Agreement), including an undivided interest in
certain common elements, in a portion of a resort known as Wilderness Hotel &
Resort (the "Wilderness Hotel & Resort"), in Sauk County, Wisconsin, which
houses 133 hotel condominium units (the "Condominium Hotel Project"). Owner
desires to have the Unit managed as a hotel condominium unit by the Company when
Owner is not personally occupying the Unit, which personal use is subject to the
terms of this Agreement. The purpose of this Agreement is to provide for the
proper rental and management of the Unit(s) in connection with the Company's
and/or its affiliate companies' (as defined herein), operation of the entire
Wilderness Hotel & Resort as a resort hotel; and to accommodate this objective
each initial Owner of a Unit is required to enter into this Rental Pooling and
Agency Agreement (the "Agreement") in connection with his/her purchase of a
Unit; and

WHEREAS, the Owner(s) desire to place the Unit in one of seven (7)
different rental pools (the "Rental Pools") segregated pursuant to the Unit
type, as described herein. The Units which comprise each Rental Pool are to be
operated and managed by the Company. The parties hereto desire this Agreement to
establish the seven (7) Rental Pools.

AGREEMENT

In consideration of the foregoing and the mutual covenants contained
herein, the sufficiency of which is hereby acknowledged, the parties agree as
follows:

ARTICLE 1

Creation, Management and Control of the Rental Pools

1.1 Description Of The Rental Pool.

Each Owner and all Transferees of a Unit shall be required to enter
into this Agreement. By the execution of this Agreement, the Company is hereby
appointed agent and attorney-in-fact for the Owner(s) in the rental operation
and management of the Owner's Unit as a hotel accommodation. Under this
Agreement the Owners will share in the net rental income from the rental of all
of the Units participating in that Unit's Rental Pool ("Net Rental Income") .
There are seven (7) specific Rental Pools in the Hotel Condominium Project. Each
individual Rental Pool is made up of similar Units and each Rental Pool is more
particularly described below:

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<PAGE> 3

====================================================================================
NAME OF TYPE OF Number of Units in Rental Pool Description
POOL UNIT IN
POOL
- - - ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Pool A A, A-1 38 One Room
- - - ------------------------------------------------------------------------------------
Pool B B, B-1 19 One Room/Loft
- - - ------------------------------------------------------------------------------------
Pool C C, C-1 40 One Bedroom
- - - ------------------------------------------------------------------------------------
Pool D D, D-1 20 One Bedroom/Loft
- - - ------------------------------------------------------------------------------------
Pool E E 8 Master Bedroom
- - - ------------------------------------------------------------------------------------
Pool F F 4 Three
Bedroom/Loft
- - - ------------------------------------------------------------------------------------
Pool G G/H 4 One/Two
Bedroom(s)
====================================================================================

</TABLE>

1.2 Agency. Owner hereby appoints the Company his exclusive agent for
the proper rental, management and operation of the Unit(s) and the Rental Pools,
and hereby retains the Company to perform all of the services herein
contemplated and the Company hereby agrees to discharge these duties, all in
accordance with the terms and conditions set forth in this Agreement.

1.3 Power and Authority of the Company. The Company shall have full
power and authority to take all actions and to do all things reasonably
necessary or desirable for the proper, efficient and economical management and
operation of all of the Units in the Hotel Condominium Project. The Company
shall determine the marketing and operating programs, policies and procedures to
be followed in connection with the Rental Pools, all in accordance with the
provisions of this Agreement and to the end that the Units will be maintained
and operated in a business like manner with a goal of reasonable profitability.
Except as otherwise specifically provided in Section 1.4, the Company shall have
total discretion and control in all matters relating to the rental and marketing
policies for the Units and for their management, operation and maintenance; and
in connection therewith Owner hereby authorizes and appoints the Company as
his/her attorney-in-fact and agent to execute and deliver on his/her behalf
transient hotel rental arrangements for his/her Unit; to demand, receive and
receipt for the rent payments thereunder; and to exercise all other rights,
powers and authority granted to the Company hereunder, including without
limitation the power and authority to do all of the following:

(a) To operate and manage each of the Units and Rental Pools, and
to enter into agreements with others with respect to such management and
operation, which agreements shall contain such terms, provisions and conditions
as the Company deems, in its absolute discretion, to be advisable and in the
best interest of all of the Owners of Units in the Hotel Condominium Project;

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<PAGE> 4

(b) To acquire, hold, sell, lease or otherwise dispose of any
personal property connected with the Units and the Company's rental operation of
the Units, including the purchase, lease, maintenance, exchange, trade or sale
of such properties at such price, rental amount, for cash, securities or other
property, and upon such terms as the Company deems appropriate;

(c) To make or cause to be made all repairs or to perform or cause
to be performed such maintenance as the Company deems necessary to maintain the
interior walls of the Unit(s) and all furniture furnishings, fixtures, machinery
and operating equipment located in, on or about the Unit(s) in satisfactory
condition for transient hotel rental to third parties;

(d) To maintain or cause to be maintained all common elements of
the Hotel Condominium Project that are used in connection with the rental
operation of the Units in good condition;

(e) To control or cause to be controlled (i) the use and operation
of all the common areas and physical facilities of the Hotel Condominium Project
to assure the efficient rental of the Units (i.e., all housekeeping closets and
hotel supply storage areas), and (ii) the use and operation of all recreational
amenities in the common areas to assure the best use by Owners and guests alike
and to insure maximizing Net Rental Income with the beneficial use of the
recreational amenities;

(f) To arrange for all advertising and promotion of the rental
accommodations of the Hotel Condominium Project, in accordance with other
marketing being done for the benefit of the Wilderness Hotel & Resort, as the
Company deems advisable;

(g) To establish from time to time such rates for third parties'
transient hotel rental of the Unit(s) as the Company may deem appropriate;

(h) To employ persons, agents and contractors in the rental
operation and management of the Unit(s), including but not limited to,
supervisory managing agents, building management agents, rental agents,
marketing representatives, security personnel and insurance brokers, on such
terms and for such compensation as the Company deems appropriate;

(i) To employ persons to perform legal and independent auditing
services in connection with the rental operation and management of the Units and
to provide services in connection with the preparation and filing of any tax
returns required in connection with the Rental Pools;

(j) To purchase from others such public liability, innkeeper's,
fidelity and other insurance as the Company deems advisable, appropriate or
convenient for the protection of the Units, or the equipment used in connection
with the rental operation of the Units or for any purpose convenient or
beneficial to the rental operation of the Units;

(k) To defend, settle or otherwise dispose of litigation with any
third party relating to the rental operation of the Units;

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E-7
<PAGE> 5

(l) To place record title to, or the right to use, the Hotel
Condominium Project's assets (acquired in connection with the rental operation
of the Units) in the name or names of a nominee or nominees for any purpose
convenient or beneficial to the rental operation of the Units;

(m) To incur charges with respect to bank accounts maintained and
expenses relating to the purchase of supplies, materials, equipment or similar
items used in connection with the rental operation of the Units;

(n) To borrow up to an aggregate of $100,000 principal outstanding
at any one time as may be required for the maintenance and operation of the
Units and to secure the repayment of such borrowing by pledging or otherwise
encumbering all or any part of the Gross Room Revenues (as defined in Section
3.1(a)) and to refund, refinance, modify, consolidate or extend the maturity of
any indebtedness created by such borrowing, or any pledge, encumbrance or other
security device, all upon such terms as the Company deems appropriate;

(o) To, at the Company's sole and absolute discretion, lend money
to the Owners as a group; provided, however, that if the Company makes any such
loan or loans, the amount of any such loan shall be treated as a joint liability
of the Owners and shall be repayable upon such terms and conditions and shall
bear interest at such rate of interest as shall be reasonable under the
circumstance;

(p) To enter into such agreements, contracts, documents and
instruments with such parties and to give such receipts, releases and discharges
with respect to all of the foregoing and matters incidental thereto as the
Company may deem advisable, appropriate or convenient; and

(q) Perform any and all other legal acts to ensure the proper
establishment and management of the Units in the Rental Pools.

1.4 Limitations on the Company's Power and Authority. The Company
shall not do any of the following:

(a) Do any act in contravention of this Agreement;

(b) Do any act which would make it impossible to carry on the
rental pooling program contemplated hereunder;

(c) Possess or assign rights in any property acquired in connection
with the rental operation of the Units for other than proper purposes relating
to the rental pooling program;

(d) Permit a creditor who makes a non-recourse loan to the Owners
as a group, or to the Company in connection with its rental operation of the
Units, to have or acquire, at any time as a result of making the loan, any
direct or indirect interests in the profits, capital or property of the rental
pooling program established pursuant to this Agreement, other than as a secured
creditor.

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<PAGE> 6

1.5 General Duty of the Company. The Company agrees to use its best
efforts to manage and control the rental operation of the Units and Rental Pools
and shall devote such time and effort thereto as the Company shall deem
necessary. In connection therewith, the Company shall perform any and all
functions, acts, and things that, in its sole discretion, are reasonably
necessary or desirable for the proper, efficient and economical management and
operation of the Units and for the protection of Owners' and the Company's
interests and rights therein. These duties and responsibilities shall include,
without limitation, the provision of management and sales supervision and
training, and accounting and management control of the Units, and the proper
promotion of the rental accommodations of the Hotel Condominium Project to the
general public.

ARTICLE 2

Use of Condominium Units

2.l Availability. Except as set forth in Section 2.2 below, Owner
shall make his/her Unit available at all times for occupancy by third parties as
hotel rental accommodations in connection with the operation of the Hotel
Condominium Project. Other than as set forth in Section 2.2 below, the Owner
shall not have the right to occupy any Unit in the Hotel Condominium Project,
including the Unit owned by Owner, except upon the same terms and conditions and
subject to the same rules and regulations as the general public. Furthermore,
Owner shall not have the right to rent his Unit to anyone but shall only be
permitted to allow specified guests to occupy his Unit pursuant to Section 2.2
below and all other hotel transient rental arrangements shall be made and
managed by the Company.

2.2 Use by Owner. Owners shall have the right to use the Unit
he/she has purchased or other Units in the Hotel Condominium Project upon the
following terms and conditions:

(a) Personal Use Nights. In addition to all other rights and
obligations available to a Unit Owner, he/she and/or his/her assigns may use any
Unit within an Owner's own Rental Pool for a total of ten (10) nights during any
one (1) calendar year ("Personal Use Nights"). Such Personal Use Nights shall
not be allowed from June 10th through Labor Day. Further, all Personal Use
Nights shall be subject to availability within Owner's own Rental Pool. An
Owner's Personal Use Nights shall be free of any rental charge whatsoever,
except: for any telephone charges; charges to the room during the Owner's stay
at the Wilderness Hotel & Resort; recreation fees or charges at the Wilderness
Hotel & Resort; any extraordinary wear and tear and/or damage to any Unit and/or
the furnishings contained therein; and any other charge or fee not incidental to
actual rental charge normally due from the occupant of a hotel room within the
hotel industry. In the event an Owner owns a Unit for less than a full calendar
year, the number of Personal Use Nights shall be prorated on the basis of ten
(10) Personal Use Nights per 365 days. In the event a Personal Use Night is to
be prorated in any given year, resulting in a number of days containing a
fraction, then the number of Personal Use Nights will be rounded up to the next
highest whole number. Any use shall be subject to the terms of this Agreement
and all rules and regulations of the Hotel Condominium Project and the
Wilderness Hotel & Resort. Notwithstanding anything contained herein to the
contrary, Personal Use Nights must be used during a calendar year or the right
to use the Personal Use Night shall expire on

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E-9
<PAGE> 7

December 31 of that certain calendar year. As a result, no Personal Use Nights
can be accumulated from year to year.

(b) Unit Inside an Owner's Rental Pool.

In addition to the Owner using ten (10) Personal Use Nights and at
any time during the year, in the event on the day of the Unit Owner's check in,
at 10:30 p.m., each and every Unit in an Owner's Rental Pool is not rented, an
Owner, on a "first come first serve" basis, may rent that Unit for 25% of the
lowest available rental rate for that Unit taking into consideration the time of
year, other discounts being offered and similar considerations. This charge of
25% of lowest available rental rate shall not be considered Gross Room Revenue
for purposes of the Rental Pool. Rather, the sums shall be paid to the Company
as an administrative fee to cover reasonable costs associated with renting the
Unit for that night. Any amount charged to the Owner for his/her occupancy will
be deducted from the Owner's hotel account unless Owner elects to pay upon check
out. In addition to amounts charged Owner for occupancy, Owner shall be charged
for any normal and actual telephone costs or extra ordinary maintenance costs
associated with Owners occupancy.

(c) Unit Outside an Owner's Rental Pool. In addition to the Owner
using the ten (10) Personal Use Nights and at any time during the year, in the
event each and every Unit in an Owner's Rental Pool is rented for a given night,
an Owner may occupy any of the Units in the Hotel Condominium Project at the
lowest available rental rate for that Unit, taking into consideration the time
of year, other discount rates then being offered, and similar considerations.
Seventy-five percent (75%) of the published rental rate is typical of the lowest
available rate given by resort hotels to various types of groups or repetitive
business, except during peak holiday periods. The terms and conditions of an
Owner's reduced rate occupancy of a Unit with respect to reservations,
cancellations and occupancy shall be identical to the terms and conditions
imposed on any other guest of the Wilderness Hotel & Resort. Any amount charged
for an Owner's occupancy will be deducted from Owner's hotel account unless
Owner elects to pay upon check out. In addition to amounts charged Owner for
occupancy, Owner shall be charged for any normal and actual telephone costs or
extra ordinary maintenance costs associated with Owners occupancy.

(d) Restriction on Rental. An Owner, may not rent his/her Unit to
others independent of the Company's rental operation of the Units and the Rental
Pools. Further, an Owner can block off and reserve the use of his/her Unit any
time prior to that Unit being reserved by a member of the general public, but
rate will not be determined until the morning after the Unit Owner's arrival at
the Wilderness Hotel & Resort, unless Owner is using one of his/her ten (10)
Personal Use Nights.

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guest. Owner may cancel any Personal Use Night reservation seventy-two (72)
hours prior to date of arrival, and pay a Ten Dollar ($10.00) cancellation fee;
provided, however, that if the notice of cancellation is received less than
seventy-two (72) hours prior to the date of arrival, the Owner, for the purposes
of determining the number of Personal Use Nights used, shall be deemed to have
occupied the Unit for the period specified in his/her reservation unless the
Company shall actually obtain a rental of the Unit during that period.

(f) Manner of Use. An Owner's Unit may be occupied on a Personal
Use Night by any Owner or specified guest. Only Owner or his spouse shall be
granted discount rates for their use of other categories of Units in the Hotel
Condominium pursuant to paragraphs 2.2(b) and 2.2(c), and only to the extent
other discount rates are then available to group or repetitive business. At any
time a Unit is used by Owner, his/her spouse, or specified quests, whether being
a Personal Use Night, at a discount rate or otherwise, the user or users shall
comply with all Hotel rules and regulations with respect to their use of the
Unit and Hotel Condominium Project and Wilderness Hotel & Resort facilities. The
Personal Use Nights and/or discount rates, as the case may be, shall be
available to the Owner, spouse, or specified guest on a basis of one per Unit
owned by the Owner. By way of example, an Owner of one Unit using a discount
rate or Personal Use Night shall be entitled to use only one Unit on that
specific night. Any other Unit rented by the Owner spouse or specified guest
shall be at full rack rate.

ARTICLE 3

Compensation of the Company

3.1 Management Fee. Owner shall pay the Company a "Management Fee"
of thirty five percent (35%) of the Gross Room Revenues allocated to his/her
Hotel account. "Gross Room Revenues" are all revenues and income actually
received from the rental of all of the Units, whether on cash or credit, less
cash and credit refunds; sales and rooms taxes collected from guests or
customers; insurance proceeds other than from rent or business interruption
insurance; gains on the sale or disposition of equipment used in the rental
pooling operations; any reversal of any contingency or sales or room tax
reserve; and any commissions received from booking ground tours or other
miscellaneous income generated in connection with the Company's operation of the
Rental Pools. Gross Room Revenues shall not include revenues from the other
operations of the Hotel Condominium Project such as food, beverages, meeting
space, vending machines and coin operated gaming machines, all of which shall be
provided by the Company and/or its Affiliates and all proceeds of which shall
flow to the Company and/or its Affiliates which provided the service.

3.2 Overhead Expenses. The Management Fee shall be deemed in part
to constitute reimbursement to the Company for costs and expenses incurred by
the Company for services which are performed by personnel located at its
corporate headquarters, which services include executive supervision,
management, consulting, policy making, corporate finance, personnel and employee
relations and benefit administration, legal services, research and development
not otherwise allocated among specific matters in the Company's operation, and
the services of its technical, operational and marketing experts making periodic
inspection and consultation visits to the Hotel Condominium Project.

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3.3 Extraordinary Direct Expenses. In addition to the Management
Fee, Owners shall reimburse the Company for any extraordinary direct expenses
incurred by it in connection with its operation and management of the Units.
Extraordinary direct expenses shall include, but not be limited to, expenses
incurred by the Company for travel, telephone, entertainment, legal and
accounting services, and the like, to the extent the expense is outside the
ordinary course of business, all of which shall be documented as relating
directly to the Company's performance of its obligations under this Agreement.

3.4 Compensation Treated as Expense. All compensation due to the
Company, including the Management Fee and direct extraordinary expense
reimbursement, shall be treated as a Room Operating Expense and charged
proportionately to each Owner's Hotel account according to the provisions of
Section 4.2(c). The Management Fee and direct extraordinary expense
reimbursement shall be payable to the Company monthly in arrears.

ARTICLE 4

Sharing of Revenues and Expenses

4.1 Rental Pool.

(a) Proposed Rent. The Company, in its sole discretion, shall
charge a fair, reasonable and competitive rental rate for the Unit(s), taking
into consideration the Unit's location, its conveniences and amenities and the
size of the Unit and the Wilderness Hotel & Resort's class and atmosphere. The
rent schedule for all Units in the Hotel Condominium Project shall be published
on a regular basis and, except for rental adjustments made at the Company's
discretion for group or long-term occupancy, and reduced-rate or complimentary
accommodations granted at the Company's discretion for purposes the Company
deems advisable and to the benefit of the Hotel Condominium Project, the rent
charged for the Units in the Hotel Condominium Project shall be in accordance
with the rates so published.

(b) Revenue Allocation. The Gross Room Revenues received from all
of the Units shall be pooled according to the Rental Pool breakdown and the
Company shall allocate monthly to Owner's Hotel account an amount equal to the
Gross Room Revenues of the Unit's Rental Pool for the prior month divided by the
number of Units in the Rental Pool.

4.2 Operating Expenses.

(a) Room Operating Expenses. The "Room Operating Expenses"
generally include all costs, charges and expenses attributable to the operation
of all of the Units in a specific Rental Pool and each separate Rental Pool as
hotel accommodations, including without limitation the compensation paid to the
Company pursuant to Sections 3.2 and 3.4; the salaries, payroll rates and
employee benefits of all Hotel Condominium Project personnel providing services
in connection with the rental operation of the Units (i.e., managers, assistant
managers, bookkeepers, reservation clerks, maids and room service employees, and
the like); costs of linen and laundry service; costs of guest supplies;
advertising and promotional expenses, including salaries, payroll rates and
employee benefits of sales personnel; reasonable travel expenses of the
Company's personnel; costs of office supplies

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and equipment, including postage and long distance telephone charges; fees and
commissions paid to travel agents and hotel representatives; any and all
reserves required to replace any improvements at the Hotel Condominium Project,
credit card commissions; bad debt losses; expenses of repair, maintenance and
refurbishment of office, reception, housekeeping and maintenance areas; expenses
of repair, maintenance and refurbishment of Unit furnishings, fixtures,
equipment and household items; costs of utilities; that certain access and use
fee to be paid pursuant to that certain access and use agreement dated
____________ by and between the Association and the Company and its affiliated
entities (the "Access and Use Agreement"); computer bookkeeping and accounting
expenses; and fees for legal and other professional services. The Room Operating
Expenses also include the cost of thorough periodic cleaning and repair of the
Units and their furnishings, which maintenance, cleaning and repair shall be
done by the Company to the extent feasible on a rotating basis so as to maintain
all Units in proper condition for their rental use. Room Operating Expenses do
not include the charge for fire, casualty and liability insurance purchased
through the Association; Association charges, fees and assessments; property
taxes, or mortgage payments attributable to any Unit, all of which each Owner
shall pay directly or through the Association.

(b) Shared Expenses. Though Room Operating Expenses shall not
include any portion of the operating expenses of the Hotel Condominium Project
that are attributable to the commercial operations in the Hotel Condominium
Project and/or by Wilderness Hotel & Resort (i.e., the operation of food
beverage and conference facilities, and the like), certain costs, charges and
expenses will be incurred by the Company that are attributable to the Unit
rental operations and the other commercial operations in the Hotel Condominium
Project, including but not limited to the operation, maintenance, repair and
replacement of the recreational and public areas (including parking facilities)
of the Wilderness Hotel & Resort. The Company shall conclusively allocate to
Room Operating Expenses, in a reasonably equitable manner, a portion of such
shared expenses.

(c) Allocation. The Company shall allocate monthly to Owner's Hotel
account an amount equal to the aggregate of all Room Operating Expenses
attributable to the Owner's Rental Pool divided by the number of Units in the
Owner's Rental Pool.

4.3 Distributions or Assessments.

(a) Distributions. "Net Rental Income" shall be the amount of Gross
Room Revenues remaining in Owner's Hotel account after deducting his share of
the Room Operating Expenses. Within 30 days after the end of each calendar
quarter, the Company shall make distributions to Owner of his Net Rental Income,
less any deduction made pursuant to Sections 2.2(a) and 2.2(b) for Owner's
occupancy and less any deductions made pursuant to Section 4.4 for Association
fees, charges and assessments. The Company may also retain from these quarterly
distributions an amount that it deems reasonably necessary to maintain an
adequate working capital reserve, which reserved amount from all Units shall
never exceed $200,000.

(b) Assessments. If Owner's share of the Gross Room Revenues for
any month is less than his/her share of the Room Operating Expenses, or if there
is a negative

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balance in his/her Hotel account after deducting any Owner occupancy or
Association charges and any capital reserve amount, the Company shall assess the
Owner for the deficit amount, which assessment shall be payable promptly upon
Owner's receipt of the billing. If Owner shall fail to pay the deficit
assessment within 30 days after the billing date, Owner shall be charged a late
fee equal to interest on the assessed amount from the expiration of such 30 day
period until paid in full at the published prime rate at Firstar Bank plus 4
percentage points. All future Net Rental Income attributable to the Unit shall
be retained by the Company until all deficit assessments plus interest are paid
in full. Furthermore, to secure payment of all sums due the Company hereunder,
the Company shall have a lien on the Owner's Unit, all interests of Owner
therein, all revenues produced therefrom and Owner's furniture and equipment
located therein. Upon demand by the Company, Owner shall execute such documents
as the Company deems necessary to evidence and record such lien.

4.4 Payment of Association Charges, Assessments and Fees. For the
convenience of Owner and to facilitate the operation of the Wilderness Hotel
Condominium Association (the "Association"), Owner hereby authorizes the Company
to pay to the Association out of Owner's quarterly distributable income all fees
and unpaid charges and assessments due from Owner to the Association. If, in the
sole discretion of the Company, the Association shall fail to maintain the
common elements of the Hotel Condominium Project in such condition as to promote
and enhance the rental of the Units, the Company may withhold from the sums
payable to the Association, and expend such sums as are necessary to maintain
and repair the common elements so as so to promote and enhance the rental of the
Units. Maintenance includes security and protection for the lives and property
of the Owners and rental guests.

ARTICLE 5

Accounting

5.1 Books of Account. The Company, and any persons or entity
performing any of the Company's duties hereunder, shall keep complete books and
records covering the rental operations of the Units, and an ownership register
showing the names and addresses of each Owner and the number of Units held by
each of them, all of which shall be maintained at the Company's corporate
headquarters. Owner shall have the right of access to and inspection of these
books and records at all reasonable times. The Company shall cause the books and
records to be kept in accordance with accounting principles customary to the
hotel industry, applied in a consistent manner and reflecting all rental
transactions, including specifically all transactions relating to Room Operating
Expenses and to the rental or occupancy of the Units.

5.2 Accounting Reports. Promptly after the end of each calendar
year, the Company shall deliver to Owner an audited annual report containing a
complete statement of income and expenses for the Rental Pool rental operations
for that calendar year, together with a statement showing the amounts allocated
to or against the Owner's Hotel account during such year, all as certified to by
a certified public accountant selected by the Company. The cost of the
preparation of these statements shall be charged proportionately to Owner as

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a Room Operating Expense. The Company shall also prepare annually a rental
operations budget for the ensuing 12 month's income and expenses, a copy of
which shall be furnished to Owner upon receipt of his written request.

ARTICLE 6

Taxes, Insurance and Banking

6.1 Taxes. The Company shall not be liable for any federal or state
income or corporate excise taxes attributable to income earned by, or paid to,
Owner under this agency arrangement, or Owner's ad valorem personal and real
property taxes. The Company will, however, collect and pay to the appropriate
entity any sales tax or room tax assessed and levied by any governmental body,
which tax shall be added separately to the room rate and collected in addition
to the room rental charges.

6.2 Insurance. To the extent not already provided by the
Association, the Company shall obtain and maintain such public liability,
property damage, automobile, innkeepers, garagemens, casualty and other
insurance in such amounts and upon such terms as the Company shall deem
advisable. Owner(s) and/or the Association on behalf of the Owners shall be
named as an additional insured. The Company also may obtain and maintain an
insurance policy covering the Furnishings (as defined in Section 9.1) in all the
Units. The premiums paid for these insurance policies shall be charged
proportionately to the Owner(s) as Room Operating Expenses.

6.3 Banking. The Company shall cause all funds from the rental
operation of the Units to be deposited in a separate bank account or accounts as
shall be determined by the Company. All withdrawals therefrom shall be made upon
checks signed by any person authorized by the Company to sign them.

ARTICLE 7

Board of Directors

7.1 Board of Directors. The Owners shall select, at their annual
meeting of the Association, three (3) of their number to act as the Board of
Directors (the "Board") and to interact with the Company in the operation of the
Rental Pools and to discuss with the Company any suggestions the Owners may have
given the Board in connection with Hotel Condominium Project matters generally.
An executive officer of the Company and the Hotel Condominium Project general
manager shall meet with the Board at least quarterly at the Hotel Condominium
Project upon the request of the Board. The actions of the Board shall be
advisory only and not binding, and nothing herein shall be construed as giving
the Owners, either collectively or individually, any right to control or to
interfere in any manner with the Company's operation of the Units or the Hotel
Condominium Project. Any and all

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complaints, suggestions and comments of any Owner shall be directed to the
Company by and through the Board.

ARTICLE 8

Term

8.1 Term.

(a) Commencement. The agency created under this Agreement shall
commence on the date hereof and, except as provided in subsection (b) below,
shall continue indefinitely.

(b) Termination. (i) At any time after 20 years following the date
the first completed Unit is placed under the Company's rental management
pursuant to this Agreement as entered into by one of the Owners (the "First
Management Date"), the Owners may, as a group, terminate this Agreement as
entered into by each of them if at a meeting called for the purpose of such
termination, the motion is passed by a two-thirds vote of all of the Owners.
Such termination shall be effective at the end of the third full calendar month
following such meeting. A meeting for the purposes of terminating this Agreement
by all Owners may be called by the Condominium Association or by Owners owning
more than one third of the Units in the Hotel Condominium Project. THE OWNERS,
BY THEIR EXECUTION OF THIS AGREEMENT, HEREBY ACKNOWLEDGE AND AGREE THAT THE
TWENTY (20) YEAR TERM OF THIS AGREEMENT IS COMMERCIALLY REASONABLE. IN THE EVENT
THE TWENTY (20) YEAR TERM IS EVER DETERMINED TO BE COMMERCIALLY UNREASONABLE,
THEN THE TERM OF THIS AGREEMENT SHALL BE MODIFIED TO A TERM DEEMED TO BE
COMMERCIALLY REASONABLE AND THE REMAINDER OF THIS AGREEMENT SHALL NOT BE
MODIFIED AND SHALL REMAIN IN FULL FORCE AND EFFECT. FURTHER, THE OWNER, BY
HIS/HER EXECUTION OF THIS AGREEMENT, ACKNOWLEDGES AND AGREES THAT HE/SHE HAS
RECEIVED ADEQUATE CONSIDERATION FROM THE COMPANY AND ITS AFFILIATES BY VIRTUE OF
THE BENEFITS AND RIGHTS RECEIVED UNDER THE ACCESS AND USE AGREEMENT.

(ii) At any time after 3 years following the first management date,
the Company may, for any reason, upon 90 days prior written notice to Owner,
withdraw as agent hereunder and thereby terminate this Agreement. Such
withdrawal and termination may be given to Owner individually or to all of the
Owners, and shall be effective at the expiration of the 90 day notice period.

(iii) This Agreement shall automatically terminate, as to a
specific Owner only, upon the bankruptcy, insolvency or dissolution of an Owner,
or upon the death of Owner provided, however, that (A) if Owner is two or more
people owning a Unit as Joint tenants or tenants by the entirety, then this
Agreement shall terminate upon the death or bankruptcy of the last surviving
tenant; and (B) if Owner is two or more people or entities owning a Unit as
tenants in common, then this Agreement shall terminate upon the death,

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bankruptcy, insolvency or dissolution of the persons or entities owning more
than a 50% interest in the Unit on a cumulative basis.

(iv) This Agreement shall automatically terminate, as to a specific
Owner, upon the conveyance or other transfer of Owner's title to his Unit,
whether by sale to a third party, foreclosure by a mortgagee or otherwise.

(v) Any termination of this Agreement shall be subject to any then
existing Unit rental reservations. An Owner shall receive a refund of his pro
rata share of the balance in the reserve accounts established, if any, pursuant
to Sections 4.3 and 9.3.

(vi) In the event the Owners terminate this Agreement by a vote of
the Owners pursuant to paragraph 8.1(b)(i), then the consideration granted to
the Owners as described herein (i.e., the rights and benefits granted the Owners
under the Access and Use Agreement) shall be rescinded and of no further force
and effect. In that event, all Owners, their successors or assigns shall have no
further rights to use the amenities at the Wilderness Hotel & Resort.

ARTICLE 9

Furniture and Fixtures Reserve

9.1 Maintenance of Furnishings. During the term of this Agreement
the Unit's interior, the furniture, furnishings, fixtures, equipment and
household items (collectively the "Furnishings") and the limited common
elements, including utility and plumbing systems located within Owner's Unit,
shall be maintained by the Company as it deems appropriate for the Unit's use as
a hotel accommodation. The cost and expense of replacement or repair of the
Unit's interior, its limited common elements or the Furnishings that may be
lost, stolen, damaged or destroyed during any third party's rental of the Units
shall be a Room Operating Expense.

9.2 Ownership of Furnishing. In connection with Owner's purchase of
the Unit, he obtained an original Furnishings package containing the number,
type and quality of Furnishings for the Unit that meet the standards established
by the Company for all the Units in the Hotel Condominium Project. These
original Furnishings and all replacement Furnishings for the Unit shall remain
Owner's separate property. To maintain the Unit's suitability for hotel rental,
Owner may not alter his Unit as initially furnished without the prior written
consent of the Company.

9.3 Furnishings Reserve. A common reserve of $300,000 will be
established by the Company from which repairs and maintenance of Furnishings
will be paid as needed and without regard to individual Owner's contributions
thereto. This common reserve will be initially funded through a monthly charge
equal to four percent of Gross Room Revenues, to be proportionately charged to
each Owner's Hotel account as a Room Operating Expense. Once established, the
reserve funds shall be replenished as needed through assessments charged by the
Company, in a reasonably equitable manner, to each Owner as an additional Room
Operating Expense. Similarly, if the Company determines that the reserve is

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inadequate at any time to maintain the quality of the Units as hotel
accommodations, the additional needed funds will be assessed to each Owner as an
additional Room Operating Expense.

ARTICLE 10

Assignment

10.1 Consent to Assignment. The Owner shall not assign this
Agreement without the written consent of the Company. The Company may, from time
to time, without Owner's consent, assign all or a substantial amount of its
duties, functions and discretions under this Agreement to any recognized hotel
management chain, an affiliate entity of the Company, or to a business entity
specifically formed to operate the Hotel Condominium Project.

10.2 Agency With Transferee. Upon the sale or other disposition of
the Unit, the transferee of the Unit may negotiate a new rental pooling and
agency agreement (the "New Agreement") with the Company. If the New Agreement is
on substantially the same terms as this Agreement, the parties shall be free to
enter into the New Agreement. If however, the New Agreement is upon terms that
differ from the terms of this Agreement, the Company shall not enter into the
New Agreement until it has received a consent to the New Agreement from
two-thirds of the Owners. To obtain the Owners' consent, the Company shall
deliver to each Owner a written request for the Owner's consent, which request
shall identify the terms in the New Agreement that differ from this Agreement.
Each Owner shall be deemed to have consented to the New Agreement unless, within
15 days after the Company delivers the request, the Owner delivers to the
Company a written denial of consent to the New Agreement. If more than one third
of the Owners deliver to the Company a denial of consent to the New Agreement,
the Company shall not enter into the New Agreement with the transferee. The
purpose of the consent provision is solely to preclude the Company from
gradually changing the terms and conditions of this Agreement without Owners
approval.

ARTICLE 11

Miscellaneous

11.1 Competing or Related Businesses. The Company (and any person
or entity affiliated with the Company, including any officer or director of the
Company or of any such affiliated entity) and Owner may acquire real properties
for their own account, or engage in the acquisition, development, operation or
management of real estate on behalf of other partnerships, joint ventures,
corporations or other business ventures formed by them or in which they may have
an interest, including without limitation, business ventures similar to, related
to or in direct or indirect competition with the rental operations of the Hotel
Condominium Project. Owner shall not have any right by virtue of this Agreement
in or to such other business ventures or income or profits derived therefrom.

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11.2 Conflicts of Interest.

(a) Additional Employment. The fact that Owner or the Company, or
any person or entity affiliated or related thereto, is employed by, or is
directly or indirectly interested in or affiliated or connected with, any
person, firm or corporation (a) employed by the Company, in connection with the
Unit rental operations, to render or perform management or other services of any
kind, or (b) from or to whom the Company may buy, sell, lease or otherwise
acquire or dispose of any property which the Hotel Condominium Project, in
connection with the Unit rental operations, may have or desire to have an
interest in, shall not prohibit the Company from employing such person, firm or
corporation, or from otherwise dealing with the same. Owner shall not have any
rights in or to any income or profits derived from any such employment or other
dealings by any such person, firm or corporation. It is expressly understood,
however, that any such employment or other dealings shall be on terms not less
favorable to the Unit rental operations than the terms for comparable services
or transactions reasonably available from unrelated persons, firms or
corporation.

(b) Conflicts Within Hotel Management. The Company will act as
agent for the Owners under this Agreement. During the development stage of the
Units, the Company will control the board of directors of the Association. The
Company intends to enter into a contract with the Association for the
management, operation and maintenance of the common areas controlled by the
Association. The Affiliates of the Company will own and operate the Wilderness
Hotel & Resort. The officers and directors of the Company are also officers or
directors of Wild Golf, Inc., Wilderness Hotel & Resort, Inc. and WILBAR, Inc.
and have been involved directly with the development and promotion of the
Wilderness Hotel & Resort and may be involved, directly or indirectly, in the
operation of the Units. Accordingly, the Company may have conflicts of interest
with regard to: (1) its services to be performed for the Owners under this
Agreement and for the Association under a common areas management agreement; (2)
the remuneration to be paid for providing such services; (3) its relationship as
manager of the common areas for the Association, and its initial control of the
board of directors of the Association; and (4) the manner in which the
obligations of the Wilderness Hotel & Resort management and the Association have
to one another are performed.

(c) Conflicts Within Wilderness Hotel & Resort. Wilderness Hotel &
Resort, Inc., Wild Golf, Inc. and WILBAR, Inc. (collectively the "Affiliates")
currently operate and perform management services for the Wilderness Hotel &
Resort. The Company and its Affiliates intend to develop, market and manage, in
the future, other hotels, condominiums, or hotel-condominium projects, to
organize condominium or homeowners' associations for the operation of such
projects, to designate its employees as temporary directors for such
associations and to act as rental agent and managers for the owners of units in
such projects. The existing Wilderness Hotel & Resort and future projects at the
Wilderness Hotel & Resort will be in competition with the Units for rental
accommodation.

(d) Company Policies. The Company and its Affiliates have adopted
the following policies with respect to the conflicts of interest set forth
above, however, these policies may be varied if circumstances change:

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(i) Transactions Within Hotel Management. The Company will provide
rental management services for the Units under this Agreement. The Company
intends to enter into a management agreement with the Association to provide
management services for the common areas of the Units and intends to enter into
the Access and Use Agreement with Owners to provide Owners with certain access
and use of the Wilderness Hotel & Resort recreational facilities. It is the
policy of the Company that the Company's operation of the Units and the common
areas and its, or any Affiliate's, relationship with the Owners or the
Association, will be on terms no less favorable to the Owners or the Association
than the terms pursuant to which such operations or relationships with unrelated
persons or entities are or could be conducted.

(ii) Competition by Affiliates Within Wilderness Resort. The
Company, Wilderness Hotel & Resort, Inc., Wild Golf, Inc. and Wilbar, Inc.
intend to cooperate with each other in providing appropriate accommodations for
prospective transient hotel tenants. The Units, together with all other
condominium Units built in the future will be given a fair exposure to
prospective transient hotel tenants that contact the Company for reservations.

11.3 Notices. All notices, demands and communications given
pursuant to this Agreement shall be deemed sufficiently given if personally
served or mailed by registered or certified mail, return receipt requested, and
addressed as follows, or to such other address as a party may from time to time
designate in writing:

To the Company: Wilderness Development Corporation
511 E. Adams Street
Wisconsin Dells, WI 53965

With a Copy to: Attorney Timothy C. Sweeney
and Attorney Patrick S. Sweeney
Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711

To Owner: To Owner's address as set forth below.

Any notice given hereunder by mail shall be deemed delivered when deposited in
the United States mails, postage prepaid.

11.4 Liability of the Company; Indemnification. The Company shall
not be liable to Owner for the performance of any act or for its failure to act
so long as it is not guilty of fraud, gross negligence or willful misconduct in
such performance or failure. The Owners of all the Units shall indemnify the
Company, any employee or agent of the Company, and any Hotel Condominium Project
employee or agent, against any loss or threat of loss as a result of any claim
or legal proceeding relating to the performance or nonperformance of any act
concerning the operation of the Rental Pools; provided, however, that with
respect to the subject matter of the claim or legal proceeding, the party
against whom the claim is made or legal proceeding is directed was not guilty of
fraud, gross negligence or willful misconduct in such performance or
nonperformance. The

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indemnification authorized by this section 11.4 shall include payment of (a)
reasonable attorney's fees or their expenses incurred in settling any claim or
threatened action or incurred in any finally adjudicated legal proceeding; and
(b) the removal of any liens affecting any property of the indemnitee. All
indemnification shall be made from the proceeds of the rental operation of the
Units and Owner shall not be personally liable to any indemnitee.

11.5 Owner's Acknowledgments. By the execution hereof, Owner and
the Company intend to create an agency relationship between the Company, as an
independent contractor, and the Owner. The parties do not intend the agency
relationship hereby created to be a partnership or joint venture between
themselves, and the Owner does not intend this Agreement to create a partnership
or joint venture among all or any number of the Owners. If, however, this
Agreement is deemed to create a partnership for income tax purposes and if the
Management Fee paid by Owner to the Company pursuant to Section 3.2 hereof is
not deductible by Owner for income tax purposes because such Management Fee is
characterized as partnership distributions, then before any income of the
partnership created by this Agreement is allocated to Owner, such income shall
be first allocated to the Company to the extent of any such Management Fee paid
to the Company and characterized as a partnership distribution. Owner
acknowledges that the Rental Pools established pursuant to this Agreement is a
speculative venture and there is no guaranty, in fact or by implication, that
Owner shall receive any, or any specific, sum of money in any given period of
time on account of his entry into this Agreement.

11.6 No Transfer of Interest in Real Estate. Ownership of the Unit
is and shall continue to be held by Owner and shall not result in any transfer
of any ownership interest or right to the Company or any other party. The agency
established pursuant to this Agreement is for the purpose of establishing a
Rental Pool program for the Units and Owner has granted to the Company only the
limited right to rent the Unit and pool the income derived therefrom, as
described herein.

11.7 Entire Agreement and Amendments. This Agreement constitutes
the entire understanding between the parties with respect to the subject matter
hereof. Amendments to this Agreement that (a) are of an inconsequential nature
and do not affect the rights of the Owners in any material respect, or (b) are,
in the opinion of counsel to the Company, necessary to prevent the Owners or the
Company from being in any manner subject to adverse income tax consequences not
intended by the parties in negotiating the provisions of this Agreement, may be
made by the Company through use of the power of attorney granted in Section 1.1
above. Any amendment made pursuant to subsection (b) of the preceding sentence
shall be deemed effective as of the date of this Agreement. Except as provided
in the foregoing sentences, this Agreement may only be amended or terminated by
written instrument duly authorized and executed pursuant to all requisite
authorization on the part of all of the parties hereto.

11.8 Successors and Assigns. Subject to the provisions of Section
10, all of the terms and conditions of this Agreement shall be binding upon and
shall inure to the benefit of the Company and Owner, their respective personal
representatives, successors and assigns.

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<PAGE> 19

11.9 Captions and Pronouns. The captions and headings of the
various sections of this Agreement are for convenience only and are not to be
construed as modifying in any way the scope or intent of the provisions hereof.
Wherever the context requires or permits, the singular shall include the plural,
the plural shall include the singular, and the masculine, feminine and neuter
shall be freely interchangeable. If this Agreement shall be signed by more than
one person as Owner, all obligations hereunder on the part of Owner to be
observed and performed shall be joint and severable.

11.10 Provisions Severable. The unenforceability or invalidity of
any provision or provisions hereof shall not render any other provision or
provisions herein contained unenforceable or invalid.

11.11 Governing Law. This Agreement and its application shall be
construed under and governed by the laws of the State of Wisconsin.

EXECUTED as of the date first above written.

THE COMPANY:

WILDERNESS DEVELOPMENT CORPORATION,
a Wisconsin corporation

ATTEST:

By:_________________________ By:________________________________
Secretary President

OWNER:

___________________________________
(Signature)

Unit No. __________________________________
Purchase Price $____________________________
EIN or Social
Security Number _________________________
Name (Print) ______________________________
Name (Print) ______________________________
Street Address ____________________________
City State, Zip Code ______________________

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<PAGE> 1

4-C Preliminary Price List

<PAGE> 2
Preliminary Price List

PHASES I AND II

<TABLE>
<CAPTION>
Number of Units Description of Unit Initial Prices
--------------- ------------------- --------------
<S> <C> <C>
18 Type A-1 Unit $114,900.00
20 Type A-Unit $120,900.00
9 Type B-1 Unit $128,900.00
10 Type B Unit $131,900.00
21 Type C-1 Unit $130,900.00
19 Type C Unit $136,900.00
10 Type D-1 Unit $145,900.00
10 Type D Unit $148,900.00
8 Type E Unit $192,900.00
4 Type F Unit $207,900.00
2 Type G $182,900.00
2 Type H $177,900.00
</TABLE>

E-23

<PAGE> 1

10-A Draft Condominium Declaration for
Wilderness Hotel Condominium Association,
Inc.

<PAGE> 2

DECLARATION OF CONDOMINIUM OWNERSHIP
AND OF EASEMENTS, RESTRICTIONS, COVENANTS AND
CONDITIONS FOR WILDERNESS HOTEL CONDOMINIUM,
A HOTEL CONDOMINIUM

TABLE OF CONTENTS

<TABLE>
ARTICLE I
<S> <C> <C> <C>
DEFINITIONS AND LEGAL DESCRIPTION OF LAND..................................-2-

Section 1. Legal Description of Land..........................-2-
Section 2. Association........................................-2-
Section 3. Owner..............................................-2-
Section 4. Unit...............................................-2-
4.1 Definition..........................................-2-
4.2 Unit Boundaries.....................................-2-
4.3 Types of Unit.......................................-4-
Section 5. Unit Number........................................-4-
Section 6. Common Elements....................................-4-
Section 7. Limited Common Elements............................-5-
Section 8. Declarant and Developer............................-5-
Section 9. Mortgage...........................................-5-
Section 10. Mortgagee..........................................-5-
Section 11. Person.............................................-5-
Section 12. Occupant...........................................-5-
Section 13. Guest..............................................-5-
Section 14. Common Expenses....................................-5-
Section 15. RPA Agreement......................................-5-
Section 16. Construction.......................................-6-
Section 17. Resort.............................................-6-

ARTICLE II
PROPERTY AND UNITS: SUBMISSION TO ACT.....................................-6-

Section 1. Submission of Property to the Act..................-6-
Section 2. Identification.....................................-6-

ARTICLE III
COMMON ELEMENTS AND LIMITED COMMON ELEMENTS................................-6-

Section 1. Ownership of Common Elements.......................-6-
Section 2. No Partition of Common Elements....................-7-
Section 3. Restrictions on Use of Common Elements.............-7-
Section 4. Use of Patio and Balcony Limited Common
Elements.................................................-7-

ARTICLE IV
OTHER PROPERTY RIGHTS AND OBLIGATIONS OF OWNERS............................-7-

Section 1. Owner's Right to Ingress and Egress and
Support..................................................-7-
Section 2. Use of Units.......................................-8-
Section 3. Rental of Units....................................-8-
Section 4. Use of Common Elements.............................-8-
Section 5. Prohibitions of Damage and Certain
Activities...............................................-8-
</TABLE>

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<PAGE> 3

<TABLE>
<S> <C> <C> <C>
Section 6. Animals............................................-9-
Section 7. Rules and Regulations..............................-9-
Section 8. Delegation of Use..................................-9-
Section 9. Separate Mortgages of Units........................-9-
Section 10. Separate Real Estate Taxes.........................-9-
Section 11. Maintenance, Repairs and Replacement..............-10-
Section 12. Common Surpluses..................................-11-
Section 13. Certain Additional Restrictions...................-11-
Section 14. Signs.............................................-12-

ARTICLE V
ASSOCIATION MEMBERSHIP AND VOTING RIGHTS..................................-12-

Section 1. Membership........................................-12-
Section 2. Voting............................................-12-

ARTICLE VI
RIGHTS AND OBLIGATIONS OF THE ASSOCIATION.................................-12-

Section 1. The Common Elements...............................-12-
Section 2. Services..........................................-12-
Section 3. Personal Property for Common Use..................-13-
Section 4. Repairs...........................................-13-
Section 5. Limited Common Elements...........................-14-
Section 6. Rules and Regulations.............................-14-
Section 7. Implied Rights....................................-14-

ARTICLE VII
PHASING OF CONDOMINIUM AND RESERVED RIGHTS OF DECLARANT...................-14-

Section 1. Construction Phasing..............................-14-
Section 2. Effect of Phasing on Unit Owners'
Interests...............................................-14-
Section 3. Effective Date of Phases..........................-15-
Section 4. Easement for Phasing..............................-15-
Section 5. Declarant's Exercise of Association Rights
and Responsibilities....................................-15-
Section 6. Rights of Declarant to Develop and Sell
Units...................................................-15-
ARTICLE VIII
COVENANT FOR ASSESSMENTS..................................................-16-

Section 1. Agreement to Pay Assessment.......................-16-
Section 2. Purpose of Assessments............................-16-
Section 3. Annual Assessment.................................-17-
Section 4. Special Assessment for Capital
Improvements............................................-17-
Section 5. Notice of Meetings................................-17-
Section 6. Rate of Assessment................................-17-
Section 7. Date of Commencement of Annual Assessments........-17-
Section 8. Working Capital...................................-17-
Section 9. Lien for Assessments..............................-18-
Section 10. Effect of Nonpayment of Assessment:
Remedies of the Association.............................-19-
Section 11. Preservation of the Lien..........................-19-
</TABLE>

-ii-

E-25
<PAGE> 4

<TABLE>
<S> <C> <C> <C>
ARTICLE IX
ARCHITECTURAL CONTROL.....................................................-20-

Section 1. Architectural Control Committee Authority.........-20-

ARTICLE X
EASEMENTS.................................................................-20-

Section 1. Easements for Access..............................-20-
Section 2. Encroachments and Easements.......................-21-

ARTICLE XI
INSURANCE.................................................................-21-

Section 1. Multi-Peril Property Insurance....................-21-
Section 2. Public Liability Insurance........................-21-
Section 3. Fidelity Coverage.................................-21-
Section 4. Common Expense....................................-21-
Section 5. Other Insurance...................................-22-
Section 6. Destruction and Reconstruction....................-22-
Section 7. Partition.........................................-22-
Section 8. Procedure.........................................-23-

ARTICLE XII
DECLARANT'S RIGHT OF FIRST REFUSAL........................................-24-

Section 1. Agreement to Right of First Refusal...............-24-
Section 2. Notice to Declarant...............................-24-
Section 3. Exercise by Declarant.............................-24-
Section 4. Closing...........................................-24-
Section 5. Failure to Exercise Right.........................-24-
Section 6. Termination of Right of First Refusal.............-24-

ARTICLE XIII
GENERAL PROVISIONS........................................................-25-

Section 1. Enforcement.......................................-25-
Section 2. Severability......................................-25-
Section 3. Termination.......................................-25-
Section 4. Amendment.........................................-25-
Section 5. Registered Agent for Service of Process...........-25-
</TABLE>

ATTACHMENTS: EXHIBITS

EXHIBIT 1.1.A--Parcels A and B - The Condominium Property
Exhibit A--Condominium Plat and Unit Floor Plans
Exhibit B--Percentage Ownership of Common Elements and
Assessment for Common Expenses
Exhibit C--RPA Agreement

-iii-

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<PAGE> 5

DECLARATION OF CONDOMINIUM OWNERSHIP

AND OF EASEMENTS, RESTRICTIONS, COVENANTS AND

CONDITIONS FOR WILDERNESS HOTEL CONDOMINIUM,

A HOTEL CONDOMINIUM

THIS DECLARATION is made this ___ day of ______________, 199__ by
WILDERNESS HOTEL & RESORT, INC., a Wisconsin corporation (the "Declarant") and
Thomas J. Lucke and Terri L. Lucke (the "Luckes").

R E C I T A L S:

1. Declarant is beneficial owner and the land lessee and the Luckes
are the title owners and land lessor and the Declarant and the Luckes are
together the owners in fee simple of certain real estate hereinafter described,
in the Village of Lake Delton, Sauk County, Wisconsin; and

2. The Luckes consent to and authorize the Declarant to, and do
hereby submit and subject such real estate, together with all buildings,
structures, improvements and other permanent fixtures of whatsoever kind now or
hereafter thereon, and all rights and privileges belonging or in any way
pertaining thereto, to a Declaration of Condominium pursuant to the provisions
of the Wisconsin Condominium Ownership Act, Chapter 703 of the Wisconsin
Statutes, as in force on the date of this Declaration (the "Act"); and

3. The Declarant desires to establish certain rights, conditions,
restrictions, covenants and easements in, over and upon said real estate for the
benefit of Declarant and all future owners of any part of said real estate, and
any Unit or Units thereof, or therein contained, and to provide for the
harmonious, beneficial, and proper use and conduct of the property and all
Units; and

4. The Declarant desires and intends that the several Unit Owners,
mortgagees, occupants, and other persons hereafter acquiring any interest in the
property shall at all times enjoy the benefits of, and shall hold their
interests subject to the rights, conditions, restrictions, covenants and
easements hereinafter set forth, all of which are declared to be in furtherance
of a plan to promote and protect the cooperative aspect of the property and are
established for the purpose of enhancing and perfecting the value, desirability
and attractiveness of the property;

NOW, THEREFORE, the Declarant, as the title holder of the real
estate referred to above and described at greater length below, and for the
purposes above set forth, DECLARES AS FOLLOWS:

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<PAGE> 6

ARTICLE I

DEFINITIONS AND LEGAL DESCRIPTION OF LAND

Section 1. Legal Description of Land. The real estate which is
hereby submitted and subjected to the provisions of the Act are two (2) parcels
of land located in the Village of Lake Delton, Sauk County, Wisconsin, as more
particularly described in Exhibit 1.1.A ("Parcel A," "Parcel B," the "Property"
and/or the "Condominium Property").

For the purpose of brevity and clarity, certain words and terms used
in this Declaration are defined as follows:

Section 2. Association. "Association" shall mean and refer to
WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC., a corporation formed under the
nonstock corporation statute, Chapter 181 of the Wisconsin Statutes, its
successor and assigns.

Section 3. Owner. "Owner" shall mean and refer to the record owner,
whether one or more persons or entities, of a fee simple title to any unit, or a
land contract buyer, but excludes those having such interest merely as security
for the performance of an obligation.

Section 4. Unit.

4.1 Definition. Subject to subparagraphs 6(b), 6(c), and 6(d)
of Article I, Section 6 hereof, "Unit" means unit as defined by the Act and is
used herein to refer to the hotel living units located or to be located on the
Condominium Property. A Unit shall consist of the space described herein and
exhibited on pages ____ of Exhibit A and shall include exterior doors and
windows of the respective Units. Further, the individual heating and
air-conditioning system serving a Unit shall be deemed to be a part of the Unit
which it is serving, notwithstanding that a portion thereof might be located
outside of the Unit boundaries. In the event that the actual physical location
of any Unit at any time does not precisely coincide with Exhibit A and
subsequent amendments, the actual physical locations shall control over the
locations, dimensions, and descriptions contained in Exhibit A and subsequent
amendments.

4.2 Unit Boundaries. Each Unit shall be that part
of the building containing the Unit that lies within the following
boundaries of the Unit:

a. Upper Boundary. The upper boundary of a Unit shall be the
horizontal plane (or inclined plane or curved surface, as the case may be)
of the lowest surface of the finished ceiling extended to the intersection
with the perimetrical boundaries.

b. Lower Boundary. The lower boundary of a Unit shall be the
horizontal plane of the upper surface of the

-2-

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<PAGE> 7

finished floor or slab extended to the intersection with the perimetrical
boundaries.

c. Perimetrical Boundaries. The perimetrical boundaries of the
Unit shall be the vertical planes (or inclined planes or curved surfaces,
as the case may be) of the finished interior of the walls bounding the
Unit extended to the intersections with each other and with the upper and
lower boundaries.

d. Other Parts of Unit. In addition, a Unit includes the
following items serving the particular Unit although they may be outside
the defined cubicle of air;

(1) all exterior doors and windows (including any
screens and storm windows) and all their opening,
closing and locking mechanisms and hardware;

(2) all wall, floor, baseboard and ceiling mounted
electrical fixtures and equipment, outlets and
switches and the junction boxes serving them;

(3) all plumbing fixtures and the piping, valves and
other connecting and controlling materials or
devices lying between the fixtures and the main
water or sewage lines connecting to the lowest
story of the Unit;

(4) all decorative plaster, paint, woodwork,
carpeting, vinyl, fixtures or other aspects of the
interior walls, floors and ceilings of a Unit;

(5) all fireplace units, mantels, screening, inserts,
chimneys, piping, valves and other connecting and
controlling materials or devices serving them; and

(6) all Limited Common Elements appurtenant
to the Unit.

e. Heating and Air Conditioning Systems. The heating and air
conditioning equipment and devices (including heaters, air conditioners,
condensers, pipes, valves, radiators, thermostats, duct work, pumps and
similar items) serving the Units shall be part of the Units.

f. Identification of Units. Units are identified by number and
location on the Condominium Plat of the Condominium. This description
includes the interests pertaining to the Unit in the Common Elements and
Limited

-3-

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<PAGE> 8

Common Elements and the rights and obligations created under this
Declaration.

4.3 Types of Unit. There shall be twelve (12) types of Units:
Types A-1, A, B-1, B, C-1, C, D-1, D, E, F, G and H, as further set forth in
Exhibit A. Unit types A, B, C and D are substantially identical and
distinguished (i.e., "A-1" versus "A") by their views. The Unit types without a
"-1" designation enjoy a golf course and pool view. The Unit types and Unit
numbers are further set forth on pages ___ of Exhibit A.

Section 5. Unit Number. "Unit Number" shall mean the number, letter,
or combination thereof, identifying a Unit and is further set forth in Exhibit
A.

Section 6. Common Elements. "Common Elements" or "Common Areas"
means all of the Property, except the Units and Limited Common Elements, and
shall include, but not be limited to:

a. The land underneath the improvements and all improvements
and other parts of the Property not included within the respective Units
or Limited Common Elements, including but not limited to: the land
underneath the first floor of the Units; crawl spaces throughout the
improvements; foundation walls and/or slabs; the roofs; all structural
beams, posts and members; exterior walls; hallways; lobbies; stairs;
stairwells; common storage rooms; elevators; equipment rooms; common
laundry rooms; common shower bathrooms, and lockerrooms; and meeting
rooms;

b. Easements through the Units, whether or not shown on the
Plat, for conduits, ducts, plumbing, wiring and other facilities for
furnishing the utility services to the various Units, to the Common
Elements and to the Limited Common Elements;

c. All structural beams, posts and members within a Unit and
an easement of support in every portion of a Unit which contributes to the
support for the building;

d. Any heating, air conditioning or other utility areas,
equipment and devices and installations and all utility services which are
available to more than one Unit, or to the Common Elements;

e. All sidewalks, entranceways (including entranceways,
windows and doors) and other means of ingress and egress located within
the Property;

f. All electrical apparatus and wiring, television cables,
plumbing pipes and apparatus, telephone wires, and all other ducts,
conduits, cables, wires or pipes within the Common Elements, but not such
equipment as is described in Paragraph 4.2(d)(2) and (3) of Article I; and

-4-

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<PAGE> 9

g. All tangible personal property owned by the Association
required for the maintenance and operation of the Property and for the
common use and enjoyment of the Owners.

Section 7. Limited Common Elements. "Limited Common Elements" means
the patios, balconies, privacy walls, balcony railings, patio and balcony
flooring and other portions of the Common Elements identified as Limited Common
Elements on Exhibit A, which are reserved for the use of the Owner of one or
more Units to the exclusion of all other Owners.

Section 8. Declarant and Developer. "Declarant" shall mean and refer
to Wilderness Hotel & Resort, Inc., a Wisconsin corporation. "Developer" shall
mean and refer to Wilderness Development Corporation, a Wisconsin corporation,
and its successors and assigns. Developer may also be referred to as the
"Company."

Section 9. Mortgage. "Mortgage" shall mean any Mortgage or other
security instrument, including a land contract, by which a Unit or any part
thereof is encumbered.

Section 10. Mortgagee. "Mortgagee" shall mean any Person named as
the Mortgagee under any Mortgage under which the interest of any Owner is
encumbered, or any land contract vendor of any Unit, or any successor to the
interest of such person under such Mortgage or such land contract.

Section 11. Person. "Person" shall mean an individual, corporation,
partnership, limited liability partnership, limited liability company,
association, trust or other legal entity.

Section 12. Occupant. "Occupant" shall mean any person whom an Owner
agrees may occupy his or her Unit so as to exclude the Owner from the right of
occupancy during part or all of the period of such occupancy, whether or not a
written Occupancy Agreement is executed, and whether or not the Occupant pays
consideration for the right to use the Unit. There may be more than one Occupant
occupying a Unit at one time.

Section 13. Guest. "Guest" means a person whom an Owner or an
Occupant permits to occupy a Unit while the Owner or Occupant also has the right
to occupy the Unit, whether or not the Owner or Occupant actually occupies the
Unit during all of the period of the Guest's occupancy.

Section 14. Common Expenses. "Common Expenses" means all expenses of
the Association, as set forth more fully in Section 2 of Article VIII, which
shall be assessed to the Unit Owners from time to time by annual or special
assessments.

Section 15. RPA Agreement. "RPA Agreement" shall mean the Rental
Pooling and Agency Agreement under which the Company will act as exclusive agent
of Owner for rental of the Unit as hotel rental accommodations.

-5-

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<PAGE> 10

Section 16. Construction. "Construction," "Constructed" or any
derivation thereof, means full completion of a Unit(s) and accompanying Limited
Common Element(s) and Common Area(s) to the extent the Unit(s) is(are) ready for
occupancy and use as hotel rental accommodations.

Section 17. Resort. "Resort" means the Wilderness Hotel & Resort
owned and operated by Declarant, or any successor or assign.

Other terms not defined herein shall have the meaning assigned to
them by the Act.

ARTICLE II

PROPERTY AND UNITS: SUBMISSION TO ACT

Section 1. Submission of Property to the Act. The Declarant and the
Luckes hereby submit the Property, and all buildings and Units, and improvements
constructed or to be constructed thereon to the provisions of the Act.

Section 2. Identification. Each Unit shall be specifically
designated by its Unit Number as set forth in Exhibit A attached hereto and
hereby made a part of this Declaration. Every deed, Occupancy Agreement,
mortgage, or other instrument may legally describe a Unit by its Unit Number and
every such description shall be deemed good and sufficient for all purposes, as
provided in the Act. The Developer shall construct 133 Units in two (2) phases.
Phase I shall consist of sixty-one (61) Units on Parcel A of the Property, and
Phase II shall consist of seventy-two (72) Units on Parcel B of the Property.

ARTICLE III

COMMON ELEMENTS AND LIMITED COMMON ELEMENTS

Section 1. Ownership of Common Elements. Each Owner shall be
entitled to and shall own an undivided interest in the Common Elements as a
tenant-in-common with all other Unit Owners of the Property, and, except as
otherwise limited in this Declaration, shall have the right to use the Common
Elements for all purposes incident to the use and occupancy of such Owner's Unit
as a hotel condominium, and such other incidental uses permitted by this
Declaration, which right shall be appurtenant to and run with such Unit. Each
Unit's percentage of ownership in the Common Elements shall be equal to a
fraction in which the numerator shall be the square feet in the Owner's Unit and
Limited Common Elements and the denominator shall be the total square feet of
all Constructed Units and Limited Common Elements in the Condominium. A Unit's
undivided interest in the Common Elements will be automatically amended upon the
Construction of additional Units. Each Unit's percentage of ownership in the
Common Elements upon the Construction of Phases I and II shall be as set forth
in Exhibit B.

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<PAGE> 11

Section 2. No Partition of Common Elements. There shall be no
partition of Common Elements through judicial proceedings or otherwise until
this Declaration is terminated and the Property is withdrawn from its terms or
from the terms of any statute applicable to condominium ownership; provided,
however, that if any Unit shall be owned by two or more co-owners as
tenants-in-common or as joint tenants, nothing herein contained shall be deemed
to prohibit a voluntary or judicial partition of said Unit Ownership between
such co-owners.

Section 3. Restrictions on Use of Common Elements. The Common
Elements shall be used only for access, ingress and egress to and from the
respective Units (and for such other purposes as authorized herein or by the
Association) by the Unit Owners, occupants and guests and their respective
authorized visitors, for those hotel condominium purposes permitted by the rules
and regulations promulgated by the Board, and for such other purposes which are
incidental to the hotel condominium use of the Units. Any such use is subject
always to the rules and regulations. All provisions of this Declaration
restricting or limiting the use of the Units shall apply to the use by the Unit
Owners of the Common Elements. Anything in this Declaration to the contrary
notwithstanding, Declarant and/or Developer, their agents, successors or assigns
may use the Units owned by the Declarant and/or Developer and the Common
Elements for purposes related to the sale of the Units by Declarant and/or
Developer, their agents, successors or assigns, and may maintain signs, and
shall have a right of ingress and egress, for the foregoing purpose.

Section 4. Use of Patio and Balcony Limited Common Elements. The
Patio and Balcony and other Limited Common Elements may be used by the Owner,
occupants and guests of the Unit to which such Limited Common Elements is
appurtenant for sunbathing, social gatherings and other reasonable hotel
condominium activities without prior notice to or approval of the Board of
Directors, but subject to such rules and regulations as the Directors may
promulgate. All provisions of this Declaration restricting or limiting the use
of the Units shall also apply to uses by the Unit Owners of the Limited Common
Elements.

ARTICLE IV

OTHER PROPERTY RIGHTS AND OBLIGATIONS OF OWNERS

Section 1. Owner's Right to Ingress and Egress and Support. Each
Owner shall have the right to ingress and egress over, upon and across the
Common Elements necessary for access to an Owner's Unit and such rights shall be
appurtenant to and pass with the title to each Unit.

Each Owner shall have the right to ingress, egress and use of
driveways, walkways and parking facilities over, upon and across the land
contiguous to the Condominium Property owned by Declarant and the Luckes and
used for such purposes by the Resort as shall be necessary for access to and use
of an Owner's Unit.

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<PAGE> 12

Such right of ingress, egress and use shall be on the same terms and conditions
of such use by paying patrons of the Resort, and shall be appurtenant to and
pass with the title to each Unit.

Section 2. Use of Units. Each Unit shall be used for hotel
condominium purposes only. Occupancy limits for each Unit shall be initially
established in the description of the Units in Exhibit A, as may be further
modified by the rules and regulations promulgated by the Board or imposed by
zoning rules and regulations. As a hotel condominium, no Unit Owner shall
utilize or occupy a Unit as the Owner's permanent and legal residence. The
Village of Lake Delton defines "Hotel" to mean: ". . . all places wherein
sleeping accommodations are offered to pay to transients, in 5 or more rooms,
and all places used in connection therewith." Except for operation of the Unit
as a hotel condominium, no other trade or business of any kind may be carried on
therein. No Unit may be divided into a smaller Unit, nor shall part of any Unit
be sold or otherwise transferred.

Section 3. Rental of Units. All Units, when offered for rent as
hotel rental accommodations, shall utilize the Declarant or its affiliates,
successors or assigns as agent for the Owner pursuant to the RPA Agreement as
further set forth in Exhibit C or any successor thereto. All owners must execute
such RPA Agreement as a condition of ownership of a Unit. No Owner shall rent or
accept any compensation for rent other than pursuant to the RPA Agreement.

Section 4. Use of Common Elements. There shall be no obstruction of
the Common Elements, nor shall anything be kept or stored on any part of the
Common Elements without the prior written consent of the Association except as
specifically provided herein. Nothing shall be altered on, constructed on, or
removed from the Common Elements except upon the prior written consent of the
Association. No garbage or rubbish containers shall be placed or kept on any
Common Element or Limited Common Element, except in places specifically
designated by the Association.

Section 5. Prohibitions of Damage and Certain Activities. Nothing
shall be done or kept in any Unit, on any Limited Common Element or on any
Common Element or any part thereof which would increase the rate of insurance on
the premises or any part thereof over what the Association, but for such
activity, would pay, without the prior written consent of the Association.
Nothing shall be done or kept in any Unit, on the Limited Common Elements or on
the Common Elements or any part thereof, which would be in violation of any
statute, rule, ordinance, regulation, permit or other validly imposed
requirement of any governmental body. No damage to, or waste of, the Limited
Common Elements or Common Elements or any part thereof shall be committed by an
Owner, and each Owner shall indemnify and hold the Declarant, Association and
other Owners harmless against all loss to the Association or other Owners
resulting from any damage or waste caused by him or his Occupants or Guests. No
noxious, destructive, illegal or offensive activity shall be carried on in any
Unit, on the Limited Common Elements, or on Common Elements or any part thereof,
nor shall

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<PAGE> 13

anything be done therein which may be or may become an annoyance or nuisance to
any other Owner or occupant or to any other person at any time lawfully
occupying the Unit. Use of radios, stereos, television, musical instruments,
mechanical equipment and other devices emitting sound shall be limited to
volumes which are not audible to other Unit Owners or occupants in their Units.
Electrical devices for the control of insects shall not be permitted.

Section 6. Animals. No animals or birds shall be permitted within
the Units or on the Limited Common Elements or Common Elements, except that a
visually impaired Owner, Occupant or guest may be assisted by a dog trained to
assist the visually impaired.

Section 7. Rules and Regulations. No Owner shall violate the rules
and regulations for the use of the Units, the Limited Common Elements and the
Common Elements as adopted from time to time by the Association.

Section 8. Delegation of Use. Any Owner may delegate, but not rent,
in accordance with the RPA Agreement, By-Laws, the Rules and Regulations or this
Declaration, an Owner's right of enjoyment of the Unit, its Common Elements and
facilities to the members of Owner's immediate family, to Occupants and to
Guests invited by the Owner. Any Owner may delegate in accordance with the RPA
Agreement, By-Laws, the Rules and Regulations or this Declaration, an Owner's
right of enjoyment of the Unit, its Common Elements and facilities to occupants
secured on behalf of Owner by Wilderness Hotel and Resort, Inc., Wilderness
Development Corporation, their successors or assigns, serving as the qualified
hotel condominium rental agent of Owner. Each Owner shall be responsible for all
of the Unit Owner's obligations in connection with the use of the Unit and the
Common Elements by Owner, Guests and Occupants. An Owner shall be responsible
for all damages to the Common Elements, Limited Common Elements and Units in
connection with the use of the Unit by Owner, Occupants or Guests. Except as
expressly set forth above, nothing herein shall be deemed to relieve any party
of any liability under common law or statutory tort principles.

Section 9. Separate Mortgages of Units. Each Unit Owner shall have
the right to mortgage or encumber their own respective Unit, together with their
respective ownership interest in the Limited Common Elements and the Common
Elements. No Unit Owner shall have the right or authority to mortgage or
otherwise encumber in any manner whatsoever the Property or any part thereof,
except an Owner's own Unit and Owner's own respective ownership interest in the
Limited Common Elements and the Common Elements.

Section 10. Separate Real Estate Taxes. Real estate taxes are to be
separately taxed to each Unit Owner for an Owner's Unit and corresponding
percentage of ownership in the Common Elements, as provided in the Act. In the
event that, for any year, such taxes are not separately taxed to each Unit
Owner, but are

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taxed on the Property as a whole, then each Unit Owner shall pay a proportionate
share thereof, allocated in accordance with an Owner's respective percentage of
ownership interest in the Common Elements.

Section 11. Maintenance, Repairs and Replacement.

a. All maintenance, repairs and replacements to the Common
Elements (unless necessitated by negligence, misuse or neglect of a Unit
Owner, in which case such expense shall be charged to such Unit Owner as
set forth in paragraph (d) below), shall be made by the Board of Directors
and charged to the Unit Owners as a common expense in the manner provided
herein.

b. The Association shall furnish, and be responsible for all
standard decoration, furnishing, housekeeping, maintenance, repairs and
replacement of interior surfaces and furnishings of each Unit; all utility
lines, mechanical equipment, heating, ventilation and air-conditioning
equipment and fixtures which serve the Units; electrical fixtures and
equipment which are located within any Unit; and glass surfaces, screens,
doors, storm doors, windows, and door and window hardware appurtenant to
the Units, and shall be charged to the Unit Owner or Owners as a Special
or Common Expense in the manner provided herein (unless necessitated by
negligence, misuse or neglect of a Unit Owner, in which case such expense
shall be charged to such Unit Owner as set forth in paragraph (d) below).
Notwithstanding the foregoing, with the prior written consent of the
Association, a Unit Owner may elect to supplement and/or personalize
furnishings within the Unit. The expense for maintaining, repairing, and
replacing any such supplemental furnishings shall be borne solely by each
such Owner.

c. No Unit Owner may perform any alteration without the prior
written consent of the Board of Directors. The Board of Directors shall
not approve any alteration which may jeopardize the soundness or safety of
the property, reduce the rental appeal of the property, reduce the value
thereof, or impair any easement or hereditament.

d. In the event that the need for maintenance, repairs or
replacement of a Unit, Common Element or Limited Common Element is caused
through the willful or negligent act of the Owner, his family, or
nonrenting occupant or Guest, the cost of such maintenance, repairs or
replacement shall be added to and become a part of the assessment to which
such Unit is subject.

e. The Board of Directors shall annually budget and provide
for funds necessary to perform its duties hereunder, including but not
limited to reserves for repairs or replacements.

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Section 12. Common Surpluses. All common surpluses, in excess of
desired reserves, shall be credited to Unit Owners' assessments for Common
Expenses in proportion to their obligation for assessment. The Association may,
from time to time, provide for other common use of such surpluses.

Section 13. Certain Additional Restrictions. In addition to the
other restrictions and limitations set forth herein, no Unit Owner shall do any
of the following without the prior written consent of the Board:

a. Paint or otherwise change the appearance of any exterior
wall, door, window, patio, balcony or any exterior surface; place any
draperies or curtains at the windows of any Unit; tint, color or otherwise
treat or apply anything to any window which will adversely affect the
uniform exterior appearance of the building; plant any planting outside of
a Unit; erect any exterior lights or signs; erect or attach any structures
or fixtures within the Common Elements;

b. Erect, construct or maintain any garbage or refuse
receptacles, or other equipment or structures on the exterior of the
building or on or in any of the Common Elements;

c. Hang any laundry, garments, or other unsightly objects
which are visible outside of the Unit;

d. Allow anything to remain in the Common Areas which would be
unsightly or hazardous;

e. Permit the use of a Unit by Occupants whom the Owner knows
or ought to know intend to violate any terms of the RPA Agreement, this
Declaration, occupancy limits or other rules and regulations promulgated
by the Board;

f. Park commercial vehicles, trucks, boats, campers, trailers,
mobile homes and similar vehicles in any parking area, except any area
designated by the Board for such purpose, and except service vehicles
during the time they are actually serving the Unit or Common Elements;

g. Erect, construct or maintain any antennas on the exterior
of any building; and

h. Erect any fences, whether on the Patio Limited Common
Elements or elsewhere.

Nothing herein shall be deemed to prevent the Board from
promulgating rules and regulations barring or limiting other activities not
restricted or limited in this Declaration, except to the extent such activities
are expressly permitted.

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Section 14. Signs. No signs shall be displayed from a Unit or the
Common Elements except those of the Declarant, Developer and the Association.

ARTICLE V

ASSOCIATION MEMBERSHIP AND VOTING RIGHTS

Section 1. Membership. Every Owner shall be entitled and required to
be a member of the Association. If title to a Unit is held by more than one
person, each of such persons shall be members. An Owner of more than one Unit
shall be entitled to one membership for each such Unit. Each such membership
shall be appurtenant to the Unit upon which it is based and shall be transferred
automatically by conveyance of that Unit. No person other than an Owner,
Declarant, or Developer may be a member of the Association, and membership in
the Association may not be transferred except in connection with the transfer of
title to a Unit; provided, however, that the rights of voting may be assigned to
a Mortgagee as further security for a loan secured by a mortgage on a Unit.

Section 2. Voting. Each Unit Owner is entitled to one vote for each
Unit owned, subject to suspension as set forth herein. When more than one person
holds an interest in a Unit, such Owners shall determine among themselves how
the Unit's vote shall be cast on each issue, but the Unit's entire vote on the
issue shall be cast indivisibly, i.e., there shall be no split vote. Such votes
may be cast by the Unit Owner or Owners or by proxy or as permitted in the
Association By-Laws.

ARTICLE VI

RIGHTS AND OBLIGATIONS OF THE ASSOCIATION

Section 1. The Common Elements. The Association, subject to the
rights and responsibilities of the Owners set forth in this Declaration, shall
be responsible for the exclusive management and control of the Common Elements
and all improvements thereon (including furnishing and equipment related
thereto), and shall keep the same in good, clean, attractive and sanitary
condition, order and repair.

Section 2. Services. The Association may obtain and pay for the
services of any person or entity to manage its affairs and perform its duties
under this Declaration, or any part thereof, to the extent it deems advisable,
as well as such other personnel as the Association shall determine to be
necessary or desirable for the proper operation of the Common Elements, whether
such personnel are furnished or employed directly by the Association or by any
person or entity with whom or which it contracts. The Association may obtain and
pay for legal and accounting services necessary or desirable in connection with
the operation of the Common Elements or the enforcement of this Declaration.

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Section 3. Personal Property for Common Use. The Association may
lease or acquire and hold for the use and benefit of all of the Owners tangible
and intangible personal property, and may dispose of the same by sale or
otherwise, and the beneficial interest in any such property shall be deemed to
be owned by the Owners in the same proportion and in the same manner as their
respective interests in the Common Elements. Such interest shall not be
transferable except with the transfer of a Unit. A transfer of a Unit shall
transfer to the transferee ownership of the transferor's beneficial interest in
such property without any reference thereto. The transfer of title to a Unit
under foreclosure shall entitle the purchaser to the interest in such personal
property associated with the foreclosed Unit. The Association may decide to
charge for the use of such personal property by Owners or their Occupants or
Guests. Nothing herein shall prevent the Association from permitting a third
party who owns or leases such personal property from installing it on the
Condominium for the use and benefit of all the Owners.

Section 4. Repairs. The Association shall maintain, repair and
replace promptly, at the Association's expense, except as otherwise set forth
herein, all Common Elements, including but not limited to:

a. All boundary walls of a Unit contributing to the support of
the building, including but not limited to, the roofs and exterior walls
of buildings and all fixtures on the exterior, boundary walls of Units,
floor and ceiling, slabs, crawl spaces, and load-bearing walls except
interior surfaces (including wall and ceiling materials), hallways,
lobbies, stairs, stairwells, common storage rooms, elevators, equipment
rooms, common laundry rooms, common shower bathrooms and locker rooms and
heating rooms;

b. All conduits, ducts, plumbing, wiring and other facilities
for the furnishing of utility services contained in the portions of a Unit
maintained by the Association; and all such facilities contained within a
Unit that serve part or parts of the Condominium other than the Unit in
which they are contained;

c. All property, real and personal, owned by the Association
and all Common Elements (other than such Limited Common Elements which
this Declaration requires the Owner to maintain) of the Association.

d. All other items which the Board of Directors from time to
time determines shall be maintained, repaired or replaced by the
Association.

e. All incidental damage caused to a Unit by such work shall
be repaired promptly at the expense of the Association.

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f. The Association shall retain the right to assess and
allocate the costs of any repairs among all, some or one Owner.

Section 5. Limited Common Elements. Each Unit Owner shall be
responsible for the maintenance, replacement and repair of the Patio and Balcony
Limited Common Elements appurtenant to his Unit.

Section 6. Rules and Regulations. The Association may make
reasonable rules and regulations governing the use of the Units, the Limited
Common Elements and the Common Elements, which rules and regulations shall not
be inconsistent with the rights and duties established in this Declaration.

Section 7. Implied Rights. The Association may exercise any other
right or privilege given to it expressly by this Declaration or by law, and
every other right or privilege reasonably to be implied from the existence of
any right or privilege given to it or reasonably necessary to effectuate any
such right or privilege.

ARTICLE VII
PHASING OF CONDOMINIUM AND
RESERVED RIGHTS OF DECLARANT

Section 1. Construction Phasing. Declarant reserves the right to
construct in phases the 133 hotel condominiums contemplated herein. Declarant
intends to initially construct sixty-one (61) Units in Phase I on Parcel A
commencing in the fall of 1997. The 61 Phase I Units are scheduled for
completion on or about June 1998. Declarant intends to construct 72 Units in
Phase II on Parcel B commencing in the fall of 1998. The seventy-two (72) Phase
II Units are scheduled for completion on or about June 1999.

Declarant reserves the right to change the phasing, timing of the
construction, Unit size, design and mix, building location, or whether or not to
even commence construction of the 72 Phase II Units, if required to meet market
demands and to achieve the best development in the sole opinion of the
Declarant. Any additional improvements shall be completed with and shall be
similar to the quality of construction and materials as those in Phase I.

Section 2. Effect of Phasing on Unit Owners' Interests. Each Unit
Owner's interest in the Common Elements and an Owner's liability for Common
Expenses (as set forth in Article III, Section 1) shall be modified upon any
phasing or construction of additional Units in the hotel Condominium. Upon any
phasing or construction of additional Units, Limited Common Elements or Common
Elements, each Unit Owner's ownership interest in the Common Elements and
liability thereon, shall be recomputed based upon the then square feet in the
Constructed Units, Limited Common Elements

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and Common Elements pursuant to Article III, Section 1. Following any such
phasing or Construction of additional Units, the interest of any mortgagee shall
attach, by operation of law, to the new percentage interest in the Common
Elements appurtenant to the Unit on which it has a lien. Unit Owners will
continue to have one vote for each Unit owned, as set forth in Article V.

Section 3. Effective Date of Phases. The Condominium shall be deemed
phased when a Unit(s) and its (their) Limited Common Element(s) and Common
Elements are Constructed.

Section 4. Easement for Phasing. Declarant and Developer shall have
an easement over, through and under the Property and its improvements to
facilitate the construction of additional improvements and to facilitate the
phasing; provided, however, any damage to the Property or its improvements
because of Declarant's or Developer's use of the easement shall be Declarant's
responsibility.

Section 5. Declarant's Exercise of Association Rights and
Responsibilities. Except as provided in Section 703.15(2)(d), Wisconsin
Statutes, as amended, Declarant reserves the right to appoint and remove
officers and directors of the Association and to exercise the powers and
responsibilities of the Association, its members and its directors until the
earlier of either of the following occur: (i) expiration of ten (10) years from
the date this Declaration is recorded; or (ii) thirty (30) days after conveyance
of seventy-five percent (75%) of the interest in the Common Elements to
purchasers. In computing when 75% of the interest in the Common Elements has
been conveyed, it will be assumed that all possible phases will be Constructed.
During this period of Declarant control, Declarant shall have the full and
exclusive right to take all action on behalf of the Association, including but
not limited to, the right to (a) mortgage, sell, permit the use of and otherwise
convey and manage Units owned by the Association, (b) make contracts and
agreements on behalf of the Association for the maintenance, operation, and
management of the Condominium Property, including the personal property held for
common use, (c) determine, levy, and collect assessments, (d) grant easements,
and (e) enact and enforce rules and regulations for the use of the Condominium.
Any contracts or agreements entered into by Declarant on behalf of the
Association with Declarant or an affiliate of Declarant shall be subject to Wis.
Stats. 703.35.

Section 6. Rights of Declarant to Develop and Sell Units. In
addition, until the earlier of (i) ten (10) years from the date the Declaration
is recorded with the Register of Deeds for Sauk County, Wisconsin, or (ii) the
Declarant has Constructed all Units and sold all Units which it has owned,
Declarant and Developer reserve the following rights: (a) to continue any
unfinished development work on any unsold Unit, (b) to complete any unfinished
development work on the Limited Common Elements and Common Elements (including
obtaining any necessary easements therefor); (c)to conduct promotional and sales
activities using unsold Units and the Limited Common Elements and Common
Elements,

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which activities shall include but need not be limited to maintaining sales and
management offices, model Units, parking areas, and advertising signs; and (d)
to do all other acts Declarant or Developer shall deem reasonably necessary in
connection with the development and sale of the remaining Units. However, any
such acts shall not violate the rights of the Unit Owners or the Mortgagees or
unreasonably interfere with the use and enjoyment of the units, Limited Common
Elements and Common Elements. Furthermore, Declarant shall be responsible for
any damages resulting from the exercise of such rights.

ARTICLE VIII

COVENANT FOR ASSESSMENTS

Section 1. Agreement to Pay Assessment. Each Owner of any Unit by
the acceptance of a deed therefor, whether or not it be so expressed in the
deed, shall be deemed to covenant and agree with each other and with the
Association to pay to the Association for the purposes provided in this
Declaration, annual assessments, special assessments for capital improvements,
and assessments for any other matters as provided in this Declaration. Such
assessments shall be fixed, established and collected from time to time in the
manner provided in this Article.

Section 2. Purpose of Assessments. The assessments levied by the
Association shall be used to fund the Common Expenses which shall be used
exclusively to promote the use of the Units as a hotel condominium for the
improvement and maintenance of the Common Elements and Units as set forth
herein, to meet any obligations of the Association, and for any emergency
repairs as the Association may deem necessary, including but not limited to the
following expenses:

a. Expenses of management and administration of the
Condominium, insurance, maintenance, operation, repair alteration and
replacement of the Common Elements, and of the portions of the Limited
Common Elements and Units to be maintained by the Association, and costs
of carrying out the powers and duties of the Association, including
professional fees and expenses.

b. Expenses declared Common Expenses by the Board, or
provisions of this Declaration or the By-Laws, including but not limited
to liabilities of the Association arising from the RPA Agreement, Access
and Use Agreement, Association Management Agreement, or other agreements
or contracts of the Association.

c. Sewer and water charges, electricity, garbage disposal,
community or cable television, telephone and other utilities.

d. Cost of repairing the Condominium Property in excess of
insurance coverage to the extent required herein.

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e. Any valid charge against the Condominium Property as a
whole, or against a specific Unit or Units.

Each Owner shall be responsible for a share of the Common Expenses
based upon the percentage or fractional ownership of Common Elements appurtenant
to the Owner's Unit, except as otherwise provided herein.

Section 3. Annual Assessment. The Board of Directors of the
Association shall from time to time, and at least annually prepare a budget for
the Association and fix the annual assessment.

Section 4. Special Assessment for Capital Improvements. In addition
the annual assessments authorized above, the Association may levy, in any
assessment year, a special assessment applicable to that year only for the
purpose of defraying, in whole or in part, the cost of any construction,
reconstruction, repair or replacement of a capital improvement upon any Common
Element, or any Units, including fixtures and personal property related thereto.
If the cost of such construction, reconstruction, repair or replacement exceeds
the money generated by the special assessment, the Association may levy an
additional assessment there for in any subsequent assessment year.

Section 5. Notice of Meetings. Written notice of any meting called
for the purpose of taking any action authorized under Section 4 shall be sent to
all members and any Mortgagee who shall request such notice, as provided in the
Association's By-Laws.

Section 6. Rate of Assessment. Each unit shall be assessed a portion
of the total assessment in proportion to each Unit's ownership interest in the
Common Elements, except as may otherwise be allocated among Owners by the Board.

Section 7. Date of Commencement of Annual Assessments. The annual
assessments provided for herein shall commence as to the Units on the date on
which at least one of the Units provided for herein has been Constructed,
conveyed to a Unit Owner other than Declarant and is ready for occupancy. Until
such time, the Declarant shall pay the amount of the assessment against all
Constructed Units of which it is the Owner. The first annual assessment shall be
determined by the Declarant prior to conveyance of the first Unit and shall be
adjusted according to the number of months then remaining in that calendar year.
The Board of Directors shall fix the amount of the annual assessment against
each Unit at least thirty (30) days in advance of each annual assessment period.
Written notice of the annual assessment shall be sent to every owner subject
thereto. The due dates shall be established by the Board of Directors. The
Association shall, upon demand, and for a reasonable charge, furnish a
certificate signed by an officer of the Association setting forth whether the
assessments on a specific Unit have been paid.

Section 8. Working Capital. The Board of Directors shall have the
power to levy an assessment in proportion to each

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Unit's share of the Common Expenses and aggregating an amount equal to
one-fourth of the annual budget adopted for the initial full fiscal year of the
Association, for working capital for the Association. Such assessment may be
collected by the Association only from the Unit Owner who shall initially
purchase a Unit from the Declarant. If such an assessment is levied against any
such Unit Owner, it shall be levied against all Unit owners who purchase a Unit
from the Declarant, regardless of when such purchase occurs.

Section 9. Lien for Assessments. All sums assessed to any Unit
pursuant to this Article, together with interest thereon as provided herein,
shall be secured by a lien on such Unit in favor of the Association. Such lien
shall be superior to all other liens and encumbrances on such Unit, except only
for:

a. Liens of general and special taxes;

b. A lien for all sums unpaid on the first outstanding
Mortgage, or on any Mortgage on which the Declarant is Mortgagee, duly
recorded in the Sauk County, Wisconsin real estate records prior to the
making of such assessment, including all unpaid obligatory advances to be
made pursuant to such Mortgage and all amounts advanced pursuant to such
Mortgage and secured by the lien thereof in accordance with the terms of
such instrument;

c. Construction liens filed prior to the making of such
assessment; and

d. All sums unpaid on any mortgage loan made pursuant to
Section 45.80, Wisconsin Statutes.

All other lienors, including judgment creditors and construction
lienors, acquiring liens on any Unit after this Declaration has been recorded
shall be deemed to consent that such liens shall be inferior to future liens for
assessments, as provided herein, whether or not such consent be specifically set
forth in the instruments creating such liens.

To evidence a lien for sums assessed pursuant to this Article, the
Association may prepare a written notice of lien setting forth the amount of the
assessment, the date due, the amount remaining unpaid, the name of the owner of
the unit and a description of the Unit. Such a notice shall be signed by the
Association and may be recorded in the office of the Clerk of the Circuit Court
or Register of Deeds of Sauk County, Wisconsin. No notice of lien shall be
recorded until there is a delinquency in payment of the assessment., Such lien
may be enforced ny judicial foreclosure by the Association in the same manner in
which mortgages on real property nay be foreclosed in Wisconsin. In any such
foreclosure, the owner shall be required to pay the costs and expenses of filing
the notice of lien and all reasonable attorneys' fees, including any costs and
fees subsequent to a judgment of foreclosure and prior to the confirmation of
sale. All such costs and expenses shall be secured by the lien being foreclosed.
The

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owner shall also be required to pay to the Association any assessments against
the Unit which shall become due during the period of foreclosure. The
Association shall have the right and power to bid at the foreclosure sale or
other legal sale and to acquire, hold, convey, lease, rent, encumber, use and
otherwise deal with the Unit as the owner thereof.

A release of notice of lien shall be executed by the Association in
such form as to be recordable in the Sauk County, Wisconsin real estate records,
upon payment of all sums secured by a lien which has been made the subject of a
recorded notice of lien.

Any encumbrancer holding a lien on a Unit may pay, but shall not be
required to pay, any amounts secured by the lien created by this Section, and
upon such payment such encumbrancer shall be subrogated to all rights of the
Association with respect to such lien, including priority.

The Association shall, upon written request of any encumbrancer of a
Unit, report to that encumbrancer (1) any unpaid assessments against the
encumbered Unit remaining unpaid for longer than sixty (60) days after the same
shall have become due; and (2) any other defaults by the Owner of the encumbered
Unit under any of the Condominium documents which remain uncured for longer than
sixty (60) days; provided, however, that such encumbrancer first shall have
furnished to the Association written notice on the first day of each month of
its encumbrance on the Unit at issue.

Section 10. Effect of Nonpayment of Assessment: Remedies of the
Association. Any assessment not paid within fifteen (15) days after the due date
shall bear a late charge of $30.00 (or such greater amount as shall be
established by the Association) and shall bear interest from the due date at
twelve percent (12%) per annum, provided, however, that if said interest rate
shall violate any applicable usury or credit law, rule or regulation, then such
interest rate shall automatically be adjusted so as to be no more than the
highest rate permitted by such usury or credit law, rule or regulation. The
Association may bring an action at law against the Owner personally obligated to
pay the same, or foreclose the lien against the property. No owner may waive or
otherwise escape liability for the assessments provided for herein by nonuse of
the Common Elements or abandonment of his Unit or the Common Elements. A suit to
recover a money judgment for unpaid expenses hereunder shall be maintainable
without foreclosing or waiving the lien securing the same. If any assessment of
Common Expenses is delinquent, the Association may suspend the voting rights of
the delinquent Unit Owner.

Section 11. Preservation of the Lien. Sale or transfer of any Unit
shall not affect the assessment lien. The sale or transfer of any Unit pursuant
to the foreclosure of a Mortgage or other lien prior in right to the
Association's lien shall extinguish the lien of such assessments as to payments
which became due prior to such sale or transfer and such unpaid assessments

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shall be deemed to be Common Expenses collectible from all of the Owners
excluding the acquirer, his successors and/or assign,. No sale or transfer shall
relieve such Unit from liability for any assessments thereafter becoming due or
from the lien thereof, and the foreclosed Unit Owner or owners shall remain
personally liable to the Association for unpaid assessments on a joint and
several basis.

ARTICLE IX

ARCHITECTURAL CONTROL

Section 1. Architectural Control Committee Authority. No exterior
additions or alterations to the Units or Limited Common Elements shall be
commenced, erected or maintained, and no addition or alteration of any Unit that
will affect any Common Element in any way, except such as are installed or
approved by the Declarant in connection with the initial construction or
modification of the Units, until the plans and specifications showing the
nature, kind, shape, height, materials, location and approximate cost of same
shall have been submitted to and approved in writing as to harmony with the
Resort of external design and location in relation to the building by an
Architectural Control Committee composed of the entire Board of Directors or by
a representative or representatives designated by the Board as the Architectural
Control Committee and approved by the Resort. Such representatives may, but need
not, be members of the Board of Directors. In the event said committee, or is
designated representatives and/or the Resort, fails to approve or disapprove
such design and location within thirty (30) days after said plans and
specifications have been submitted to it, such approval shall be deemed to have
been refused. If no application has been made to the Architectural Control
Committee or is representatives or approval has not been obtained from the
Architectural Control Committee and the Resort, suit to enjoin or remove such
additions, alterations or changes may be instituted at any time. Neither the
members of the Architectural Control Committee nor its designated
representatives shall be entitled to compensation for services performed
pursuant to this paragraph, but compensation may be allowed to independent
professional advisors retained by the Architectural Control Committee.

ARTICLE X

EASEMENTS

Section 1. Easements for Access. In addition to the access as
provided in Article IV, Section 1, and otherwise provided in the Declaration,
Unit Owners and their agents may have access to Units which they do not own if
necessary in order to maintain and repair the sewer facilities or utilities in
their own Units. Similarly, the Association may have access to Units to perform
any maintenance or make any repairs, alterations or replacements which it has
the right or responsibility to perform or make under this Declaration. Such
access shall be provided to the Association or a Unit Owner only after giving
the Owner of the Unit to which

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access must be obtained reasonable notice of the need for such access and
arranging for a mutually agreeable time for such access, except in the event of
an emergency.

Section 2. Encroachments and Easements. In the event that by reason
of the construction, reconstruction, settlement, or shifting of any building, or
the design or construction of any Unit, any part of the Common Elements
encroaches or shall here after encroach upon any part of any Unit, or any part
of any Unit Elements, or any portion of any Unit encroaches upon any part of any
other Unit, valid easements for the maintenance of such encroachment are hereby
established and shall exist for the benefit of such Unit or Common Elements so
encroaching so long as all or any part of the building containing such Unit or
Common Elements so encroaching shall remain standing; provided, however, that in
no event shall a valid easement for any encroachment be created in favor of the
owner of any Unit or in favor of the owners of the Common Elements if such
encroachment occurred due to the willful conduct of said owner or owners.

ARTICLE XI

INSURANCE

Section 1. Multi-Peril Property Insurance. The Association shall
maintain multi-peril property insurance at full insurable value based on
replacement cost on the Units, Common Elements, Limited Common Elements and the
standard personal property in the Units. This is to include fire and extended
coverage and all other types of coverage commonly maintained on such projects.
Individual Owners may request the Association to obtain on their behalves
additional insurance coverage. The Association shall hold this insurance in its
name for the use and benefit of the Unit Owner and of the Mortgagees of Units,
or their successors and assign, as their interest may appear and shall assess
the cost attributable to each Unit to the individual Unit Owners.

Section 2. Public Liability Insurance. The Association shall
maintain comprehensive public liability insurance for personal injury or
property damage on the Units, Commons Elements and Limited Common Elements,
protecting the Association and each Unit Owner. Such insurance shall contain a
"severability of interest" clause permitting recovery by Unit Owners for injury
or damage insured against. The Association shall assess the costs attributable
to each Unit to the Individual Unit Owners.

Section 3. Fidelity Coverage. The Association may maintain fidelity
coverage against dishonest acts by any person, paid or volunteer, responsible
for handling the funds belonging to or administered by the Association. Such
coverage shall name the Association as the insured.

Section 4. Common Expense. All insurance is maintained as a common
expense and shall be assessed to individual owners as

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<PAGE> 26

shall be determined by the Board of Directors. The Association acts as trustee
for the purpose of obtaining insurance coverage and the receipt, application and
disbursement of proceeds from it.

Section 5. Other Insurance. Maintenance of insurance by the
Association does not relieve nor prohibit Unit Owners from maintaining
additional insurance with limits in excess of those maintained by the
Association or on risks not insured by it.

Section 6. Destruction and Reconstruction. In the event of a partial
or total destruction of one or more Units, they shall be rebuilt and repaired as
soon as practicable and substantially to the same design, plan and
specifications as originally built, unless within thirty (30) days after such
partial or total destruction, all of the Owners of Units subject to this
Declaration agree not to repair or rebuild. On reconstruction, the design, plans
and specifications of any building or Unit may vary from that of the original
upon approval of the Association; provided, however, that the number of square
feet of any Unit may not vary more than ten percent (10%) from the number of
square feet for such Unit as originally constructed, and the location of the
Unit shall be substantially the same as prior to the damage or destruction.

a. When damage Units are to be reconstructed or repaired,
proceeds on account thereof shall be held in undivided shares for the
Owners of damaged Units in proportion to the cost of reconstructing or
repairing the damage suffered by each such Unit owner, which cost shall be
fairly determined by the Association.

b. When damaged Units are not to be reconstructed or repaired,
proceeds on account thereof shall be held in undivided shares for each
Owner of such Units, such share being in proportion to the respective fair
market value of all such damaged Units immediately prior to such damage,
as the same shall be determined by arbitration pursuant to the provisions
of Section 8.

Section 7. Partition. The Association shall have the right to levy
assessments against the Units to be repaired or reconstructed in the event that
the proceeds of any insurance collected are insufficient to pay the estimated or
actual costs of repair or reconstruction; provided, however, that in the event
of damage to an extent more than the available insurance, this Condominium shall
be subject to an action for partition upon obtaining the written consent of the
Unit Owners having no less than Seventy-Five percent (75%) of the votes. In the
event of partition, the net proceeds of sale, together with any net proceeds of
insurance shall be considered as one fund. The proceeds of insurance shall be
considered as one fund. The proceeds of insurance shall be divided among the
Unit Owners whose units are not being reconstructed in accord with the
proportion of the fair market value of such units immediately prior to such
destruction. All other proceeds of sale shall be divided among all Unit Owners
in proportion to their interest in Common Elements as set forth in

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<PAGE> 27

Exhibit A. Such distributions shall be to the Unit Owners or to any party
designated by such Unit Owner, and shall be distributed in accordance with the
priority interest in each Unit.

Section 8. Procedure. Except to the extent that other sections of
this Declaration authorize the Declarant, the Association or other parties to
seek foreclosure, injunction or other judicial relief, the process of
arbitration as herein set forth shall be used to determine fair market value as
mentioned above, as well as to resolve any controversy between Owners and the
Declarant or between the respective Owners, if the controversy or dispute arises
as to the construction of any provisions of this Declaration, compliance with
any provisions of this Declaration, application of any provisions of this
Declaration, application of any provisions of this Declaration concerning
approvals, or violation of any of the use restrictions of the Condominium
Property. Arbitration, where so provided for in this Declaration, shall proceed
in the following manner:

a. Who may commence arbitration. Either party to a controversy
may institute arbitration proceedings upon written notice delivered to the
other parties in person or by certified mail. Arbitration shall be
compulsory and, except to the extent specified above, shall supersede any
litigation with respect to a controversy subject to arbitration hereunder.

b. Notice. The notice referred to above shall reasonably
identify the subject of controversy and the subject of arbitration.

c. Appointment of Arbitrator. A single arbitrator shall be
appointed by the American Arbitration Association who, whenever the
subject of the controversy involves the fair market value of a Unit, must
be a member of the American Institute of Real Estate Appraisers (M.A.I.).

d. Place of Hearing. The arbitrator shall select the time and
place for hearing of the controversy.

e. Rules for Arbitration. The arbitration shall be conducted
by the arbitrator, in accordance with the rules of the American
Arbitration Association.

f. Costs. The fee of the arbitrator and the costs and expenses
incurred in said arbitration shall be divided and paid in equal shares by
the parties to the arbitration, except in the case of arbitration to
determine purchase price of a Unit pursuant hereto in which case such fee,
costs and expenses shall be paid by the purchaser.

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<PAGE> 28

ARTICLE XII

DECLARANT'S RIGHT OF FIRST REFUSAL

Section 1. Agreement to Right of First Refusal. Each Owner or
subsequent Owner (collectively the "Unit Owner") of a Unit, by acceptance of a
deed therefor from any grantor, whether or not it be so expressed in the deed,
shall be deemed to agree that the Declarant has a right of first refusal to
purchase such Unit on the terms and conditions set forth in this Article, unless
the right has expired as set forth therein.

Section 2. Notice to Declarant. Before a Unit Owner accepts an offer
to purchase or offers to sell his Unit at a price (the "sale price") lower than
the price at which the Unit Owner purchased the Unit, the Owner shall notify the
Declarant of such intention to sell Owner's Unit and provide Declarant with a
copy of any such offer. Declarant shall have no right of first refusal if the
sale price is equal to or above the Owner's original purchase price.

Section 3. Exercise by Declarant. Declarant shall have ten (10)
business days from receipt of such notice and such copy of the offer from a Unit
Owner in which to exercise its right to purchase the Unit on the terms and
conditions set forth in the offer (except as set forth below) by written notice
of exercise to the Unit Owner. Time is of the essence with respect to exercise
of this right of first refusal.

Section 4. Closing. If the right of first refusal is exercised, the
Unit Owner shall within thirty (30) days after receipt of notice of exercise,
submit to Declarant for examination evidence of merchantable title to the Unit,
in the form of a title insurance commitment. The sale shall be consummated and
conveyance made by Warranty Deed free and clear of all liens and encumbrances
within forty-five (45) days after receipt of the notice of exercise of right of
first refusal.

Section 5. Failure to Exercise Right. Should Declarant fail to
timely exercise this right of first refusal within the time herein limited, the
Unit Owner may accept the offer from or make the offer to sell to any third
party, provided, however, that the Unit Owner must again give such notices to
Declarant if: a purchase contract is not entered on the terms and conditions set
forth in the offer provided to Declarant within sixty (60) days of the Unit
Owner's providing of such offer to Declarant; or such a purchase contract is
entered but fails to close within ninety (90) days of the Unit Owner's providing
of such offer to Declarant.

Section 6. Termination of Right of First Refusal. Declarant's right
of first refusal shall terminate when it no longer has the right to exercise
Association rights and responsibilities under Article VII, Section 1.

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<PAGE> 29

ARTICLE XIII

GENERAL PROVISIONS

Section 1. Enforcement. Subject to the arbitration requirement of
this Declaration, the Association, or any Owner, shall have the right to
enforce, by any proceeding at law or in equity, all restrictions, conditions,
and reservations, now or hereafter imposed by the provisions of this
Declaration. Failure to enforce any covenant or restriction herein contained
shall in no event be deemed a waiver of the right to do so thereafter.

Section 2. Severability. Invalidation of any one of these covenants
or restrictions by judgment or court order shall in no way affect any other
provisions which shall remain in full force and effect.

Section 3. Termination. This Declaration may only be terminated by
the consent of the Owners of all Units and all of the parties holding mortgages,
liens or other encumbrances against any of said Units, in which event the
termination of the Declaration shall be by such plan as may be then adopted by
said Owners and parties holding any mortgages, liens or other encumbrances. Such
election to terminate this Declaration shall be executed in writing by all of
the aforementioned parties, and such instrument or instruments shall be recorded
with the Register of Deeds in Sauk County, Wisconsin.

Section 4. Amendment. Except as hereinafter limited and provided,
this Declaration may be amended by an instrument signed by the Declarant alone
at any time in which it retains control over the Association and thereafter
signed by Unit Owners having not less than two-thirds (2/3rds) of the votes;
provided, however, that such amendment shall not substantially alter any of the
rights or obligations of the Owners without first obtaining the affected Owners'
express written approval.

No amendment to this Declaration shall be adopted which would
operate to affect the validity or priority of any Mortgage or which would alter,
amend or modify, in any manner whatsoever, the rights, powers and privileges
granted and reserved herein in favor of any Mortgage without the consent of all
such Mortgagees, as the case may be.

Section 5. Registered Agent for Service of Process. The registered
agent for service of process shall be Thomas J. Lucke, whose address is 511 East
Adams Street, Wisconsin Dells, Wisconsin 53965. Change of agent for service of
process may be accomplished by resolution of the Board of Directors of the
Association and upon proper filing of said name with the Register of Deeds for
Sauk County, Wisconsin and with the Secretary of State of the State of
Wisconsin.

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<PAGE> 30

IN WITNESS WHEREOF, the Declarant has caused this instrument to be
duly executed under seal, this ___ day of _______________, 1997.

DECLARANT: WILDERNESS HOTEL & RESORT, INC.

- - - --------------------------- By:
Thomas J. Lucke -----------------------------
Thomas J. Lucke, President
- - - ---------------------------
Terri L. Lucke Attest:
-------------------------
S. Peter Helland, Jr.,
Secretary

STATE OF WISCONSIN )
) ss.
COUNTY OF SAUK )

Personally came before me this ___ day of __________, 197, the
above-named ________________________________________ and
_____________________________, to me known to be the persons who executed the
foregoing instrument and acknowledge that they executed the foregoing instrument
as president and secretary of Wilderness Hotel & Resort, Inc., by its authority.

-------------------------------------
*
-------------------------------------
Notary, State of
---------------------
My Commission:
----------------------

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<PAGE> 31

The undersigned, as title owners and land lessors of the Property,
hereby consent to and authorize the Declarant to submit and subject the Property
to this Declaration of Condominium this ___ day of ____________________, 1997.

- - - -------------------------------------
Thomas J. Lucke

- - - -------------------------------------
Terri L. Lucke

STATE OF WISCONSIN )
) ss.
COUNTY OF SAUK )

Personally came before me this ___ day of __________, 1997, the
above-named Thomas J. Lucke and Terri L. Lucke, to me known to be the persons
who executed the foregoing instrument and acknowledge that they executed the
foregoing instrument.

-------------------------------------
*
-------------------------------------
Notary, State of
---------------------
My Commission:
----------------------

This instrument was drafted by:

Timothy C. Sweeney, Esq.
Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711

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<PAGE> 32

EXHIBIT 1.1.A
Parcels A and B - The Condominium Property

[Insert legal and map of condo land--describe only land underneath condo and
patios]

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<PAGE> 33

Exhibit A
Condominium Plat and Unit Floor Plans

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<PAGE> 34

Exhibit B
Percentage Ownership of Common Elements
and Assessment for Common Expenses

[Show initial and fully expanded interests]

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<PAGE> 35

Exhibit C
RPA Agreement

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E-57

<PAGE> 1
10-B Draft Articles of Incorporation of Wilderness
Hotel Condominium Association, Inc.

<PAGE> 2

NONSTOCK

ARTICLES OF INCORPORATION

WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC.

The undersigned, for the purpose of forming a Wisconsin corporation
under Chapter 181 of the Wisconsin Statutes, WITHOUT STOCK AND NOT FOR PROFIT,
adopts the following Articles of Incorporation for such corporation.

Article 1

The name of the Corporation is WILDERNESS HOTEL CONDOMINIUMS
ASSOCIATION, INC.

Article 2

The period of existence shall be perpetual.

Article 3

The purposes shall be to engage in any lawful activities authorized
by Chapter 181 of the Wisconsin Statutes.

Article 4

The principal office is located in Wisconsin Dells, Sauk County,
Wisconsin, and the address of such principal office is 511 East Adams Street,
Wisconsin Dells, Wisconsin 53965.

Article 5

The name of the corporation's initial registered agent is Timothy
C. Sweeney.

Article 6

The address of the initial registered agent is 440 Science Drive,
4th Floor, Madison, Wisconsin 53711. These Articles shall be recorded in Sauk
County, Wisconsin.

Article 7

These Articles may be amended by affirmative vote of Members, as
defined in Article 10, having at least three-quarters (3/4) of the votes of all
Members present in person or by proxy and voting at a regular or special meeting
of the Members.

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<PAGE> 3

Article 8

The number of directors shall be fixed by or pursuant to the
By-laws but shall not be less than three.

Article 9

The names and addresses of the members of the initial Board of
Directors are:

Thomas J. Lucke 511 East Adams Street
Wisconsin Dells, WI 53965

S. Peter Helland, Jr. 511 East Adams Street
Wisconsin Dells, WI 53965

Terri L. Lucke 511 East Adams Street
Wisconsin Dells, WI 53965

Article 10

Every record owner, whether one or more persons or entities, of a
fee simple title to any unit, including land contract buyers, but excluding
those having such interest merely as security for the performance of an
obligation or as land contract sellers, shall be entitled and required to be a
member of the corporation. If title to a unit is held by more than one person,
each of such persons shall be members; the vote for such unit on each matter
before the membership shall be exercised as they among themselves determine, but
in no event may more than one vote be cast with respect to any unit, which vote
shall have the weight set forth in the Declaration of the Wilderness Hotel
Condominium, as amended. A record owner of more than one unit shall be entitled
to one membership for each unit that he, she or it owns. Each such membership
shall be appurtenant to the unit upon which it is based and shall be transferred
automatically by conveyance of that unit. No person or entity other than such
record owner or Wilderness Hotel & Resort, Inc., or Wilderness Development
Corporation, Wisconsin corporations, may be a member of the corporation, and
membership in the corporation may not be transferred except in connection with
the transfer of title to a unit provided, however, that the rights of voting may
be assigned to a mortgagee as further security for a loan secured by a mortgage
on a unit.

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<PAGE> 4

Article 11

The name and address of the incorporator is Timothy C. Sweeney,
Sweeney & Sweeney, S.C., 440 Science Drive, 4th Floor, Madison, Wisconsin 53711.

Executed in duplicate this ___ day of ______________ 1997.

________________________________
Timothy C. Sweeney

STATE OF WISCONSIN )
) ss.
COUNTY OF __________ )

Personally came before me this ___ day of _______, 1997 the
aforementioned Timothy C. Sweeney, to me known to be the person who executed the
foregoing instrument.

[SEAL] _________________________________
Notary Public
State of Wisconsin
My commission:___________________

This instrument was drafted by Attorney Timothy C. Sweeney, Sweeney & Sweeney,
S.C., 440 Science Drive, 4th Floor, Madison, WI 53711 (608) 238-4444.

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<PAGE> 1
10-C Draft Bylaws of Wilderness Hotel
Condominium Association, Inc.

<PAGE> 2

BYLAWS

WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC.

DATED: _________________

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<PAGE> 3

ARTICLE I

NAME AND LOCATION

The name of the Association is Wilderness Hotel Condominium
Association, Inc., hereinafter referred to as the "Association." The principal
office of the Association and the mailing address of the Association shall be at
511 East Adams Street, Wisconsin Dells, Wisconsin 53965, but meetings of members
and directors may be held at other places within the State of Wisconsin as the
Directors may from time to time designate.

ARTICLE II

DIRECTORS

Section 1. "Association" shall mean and refer to the Wilderness
Hotel Condominium Association, Inc., a corporation organized pursuant to Chapter
181 of the Wisconsin Statutes, its successors and assigns.

Section 2. "Property" shall mean and refer to that certain real
property described in and subject to the Declaration of Condominium Ownership of
Wilderness Hotel Condominium, a condominium, and any supplements or amendments
thereto.

Section 3. "Unit" shall mean and refer to any constructed
individual hotel condominium Unit to be separately owned and shown upon the
recorded plat or plats of survey of the Property as a separate and distinct
Unit.

Section 4. "Common Elements" or "Common Areas" shall mean and refer
to the Property, except the Units, and "Limited Common Elements" as more fully
set forth in the Declaration.

Section 5. "Owner" shall mean and refer to the record owner,
whether one or more persons or entities, of the fee simple title to any Unit
which is a part of the Property, or a land contract buyer, but excluding those
having such interest merely as security for the performance of an obligation.

Section 6. "Declarant" shall mean and refer to Wilderness Hotel &
Resort, Inc., a Wisconsin corporation.

Section 7. "Declaration" shall mean and refer to the Declaration of
Condominium Ownership applicable to the Property to be recorded in the office of
the Register of Deeds for Sauk County, Wisconsin, and any supplements or
amendments thereto as provided in the Declaration.

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<PAGE> 4

Section 8. "Member" shall mean and refer to those persons entitled
to membership as provided in the Declaration.

Section 9. "Mortgage" shall mean any Mortgage or other security
instrument, including a land contract, by which a Unit or any part thereof is
encumbered.

Section 10. "Mortgagee" shall mean any Person named as the
Mortgagee under any Mortgage under which the interest of any Owner is
encumbered, or any land contract vendor of any Unit, or any successor to the
interest of such person under such Mortgage of such land contract.

Section 11. "Occupant" shall mean any person whom an Owner agrees
may occupy his or her Unit so as to exclude the Owner from the right of
occupancy during part or all of the period of such tenancy, whether or not a
written occupancy agreement is executed, and whether or not the Occupant pays
the Owner consideration for the right to use the Unit. There may be more than
one Occupant occupying the Unit at one time.

Section 12. "Guest" means a person whom an Owner or an Occupant
permits to occupy a Unit while the Owner or Occupant also has the right to
occupy the Unit, whether or not the Owner or Occupant actually occupies the Unit
during all of the period of the Guest's occupancy.

ARTICLE III

MEETING OF MEMBERS

Section 1. Annual Meeting. The annual of the members shall be held
on the first Saturday in February of each year, or at such other time and date
within thirty days before or after such date as may be fixed by or under the
authority of the Board of Directors. If the day fixed for the annual meeting of
the Members is a legal holiday, the meeting shall be held on first day following
which is not a legal holiday. The purpose of each annual meeting of the Members
shall be for the election of Directors and the transaction of such other
business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the Members may be
called at any time by the Board of Directors or by the President, or upon
written request of Members having at least one-third (1/3) of the votes of the
Association.

Section 3. Place of Meetings. Meetings of the Members shall be held
at the principal office of the Association or at such other suitable place as
may be designated by the Board of Directors.

Section 4. Notice of Meetings. Written notice of each meeting of
the Members shall be given by, or at the direction of, the Secretary or other
person authorized to call the meeting, by delivering written notice, either
personally or by mail, or by facsimile, at least ten (10) but not more than
sixty (60) days before such meeting to each voting Member entitled to

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<PAGE> 5

vote thereat, last appearing on the books of the Association for the purpose of
notice. Such notice shall specify the place, day and hour of the meeting, and,
in the case of a special meeting, the purpose of the meeting.

Section 5. Quorum. The presence at the meeting of Members, either
in person or by proxy, of Members having forty percent (40%) of the votes of the
Association, or such larger percentage as is required by law, shall constitute a
quorum for any action except as otherwise provided in the Declaration, the
Articles of Incorporation or these By-Laws. If a quorum is present, the
affirmative vote of the Majority of Members on each issue shall be the act of
the Members with respect to such issue unless the vote of a greater number is
required by law, the Declaration, the Articles of Incorporation or these
By-Laws. If, however, such quorum shall not be present or represented at any
meeting, the Members entitled to vote thereat shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum as aforesaid shall be present or be represented.

Section 6. Proxies. At all meetings of Members, each Member may
vote in person or by proxy. All proxies shall be in writing, signed by the
Member or his duly appointed attorney in fact, and filed with the Association's
secretary. Every proxy shall be effective for a maximum period of one hundred
eighty (180) days (unless granted to a Mortgagee), shall be revocable by written
notice filed with the Secretary or by oral notice given to the presiding officer
during the meeting of the Members, and shall automatically cease upon conveyance
by the Member of his Unit.

Section 7. Majority of Members. As used in these By-Laws, the term
"Majority of Members" shall mean those Members having more than fifty percent
(50%) of the votes of all Members present in person or by proxy and voting on
any matter at any meeting of the Members.

Section 8. Declarant's Control. Except as provided in Article IV,
Section 1, below, Declarant, or a person authorized by it, may appoint and
remove the officers and directors of the Association and exercise all powers and
responsibilities of the Association and its Members, Board of Directors and
officers, provided, however, that such control shall cease on the earlier of ten
(10) years from the date the Declaration is recorded with the Register of Deeds
for Sauk County, Wisconsin, or thirty (30) days after Declarant has conveyed
seventy-five percent (75%) of the interest in the Common Elements to purchasers.
In computing whether such conveyance has occurred, all assumptions set forth in
the Declaration shall be used.

Section 9. Rights of Declarant Prior to Transfer. Notwithstanding
any provisions of the Declaration to the contrary, Declarant may use the Common
Areas and any unsold Units on the Property as may facilitate the construction,
completion and sale of all Units, until the earlier of (a) ten (10) years from
the date the Declaration is recorded with the Register of Deeds for Sauk County,
Wisconsin, or (b) the Declarant has constructed all expansion Units and has sold
all Units which it has owned, whether in the original or expansion portion of
the Condominium. Such use of the Common Areas may include (but not be limited
to) gaining

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<PAGE> 6

access to construction sites, engaging in construction, maintaining a sales
office, showing units and maintaining signs.

Section 10. Waiver of Notice by Members. Whenever any notice
whatsoever is required to be given to any Member, a waiver thereof in writing,
signed at any time, whether before or after the time of the meeting, by the
Member entitled to such notice, shall be deemed equivalent to the giving of such
notice.

ARTICLE IV

BOARD OF DIRECTORS SELECTION --
TERM OF OFFICE

Section 1. Number and Selection. The affairs of the Association
shall be managed by a Board of three (3) Directors, or such other number as the
Board may determine, all but one of whom shall be a Member of the Association,
an officer or director of a Member that is a corporation, a partner of a Member
that is a partnership (or limited liability partnership) or a member of a Member
that is a limited liability company. Prior to the conveyance by the Declarant of
twenty-five percent (25%) of the interest in all the Common Elements by
Declarant to purchasers, the Association shall hold a meeting of the Members
other than Declarant and shall elect at least twenty-five percent (25%) of the
Directors; prior to the conveyance by the Declarant of fifty percent (50%) of
the interest in all the Common Elements to the purchasers, the Association shall
hold a meeting of the Members other than Declarant and shall elect at least
thirty-three and one-third percent (33 1/3%) of the Directors. No later than
forty-five (45) days after the expiration of any period of Declarant control,
the Association shall hold a meeting, and the Members shall elect all members of
the Board, who shall take office upon election.

Section 2. Election and Term of Office. Each Director shall hold
office until the next annual meeting of Members and until the Director's
successor shall have been elected, or until the Director's prior death,
resignation or removal, except as set forth in Section 1 above. In the event of
death or resignation, the Director's successor shall be selected by the
remaining members of the Board and shall serve for the unexpired term of his
predecessor. Members of the Board shall cease to be Directors when they cease to
be Members of the Association. Directors need not be residents of the State of
Wisconsin.

Section 3. Removal. Any Director may be removed from the Board,
with or without cause, by a Majority of the Members of the Association, taken at
a meeting of the Members called for that purpose. In the event of removal, the
Director's successor shall be elected by a majority of the Members and shall
serve for the unexpired term of his predecessor.

Section 4. Compensation. No Director shall receive compensation for
any service rendered to the Association as such. However, any Director may be
reimbursed for actual expenses incurred in the performance of his duties.

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<PAGE> 7

Section 5. Action Taken Without a Meeting. The Directors shall have
the right to take any action in the absence of a meeting which they could take
at a meeting by obtaining the written approval of all the Directors. Any action
so approved shall have the same effect as though taken at a meeting of the
Directors.

ARTICLE V

MEETING OF DIRECTORS

Section 1. Regular Meeting. Regular meetings of the Board of
Directors shall be held four (4) times per year without notice, at such place
and hour as may be fixed from time to time by resolution of the Board. Should
said meeting fall upon a legal holiday, then that meeting shall be held at the
same time on the next day which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the Board of
Directors shall be held when called by the President of the Association, or by
any two (2) Directors, after not less than forty-eight (48) hours notice to each
Director.

Section 3. Quorum. A majority of the Directors shall constitute a
quorum for the transaction of business. Every act or decision done or made by
the majority of the Directors present at a duly held meeting at which a quorum
is present shall be regarded as the act of the Board.

Section 4. Waiver of Notice. Any member of the Board of Directors
may, at any time, waive notice of any meeting of the Board of Directors in
writing, and such waiver shall be deemed equivalent to the giving of such
notice. Attendance by a member of the Board of Directors at any meeting of the
Board shall constitute a waiver of notice by him of the time and place thereof,
except where the member attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. If all
the members of the Board of Directors are present at any meeting of the Board,
no notice shall be required and any business may be transacted at such meeting.

Section 5. Telephonic Meetings. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
Bylaws, members of the Board of Directors (and any committees thereof created
pursuant to Article VIII hereof) may participate in regular or special meetings
by, or through the use of, any means of communication by which all participants
may simultaneously hear each other, such as by conference telephone. If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding officer shall inform the participating directors that a meeting is
taking place at which official business may be transacted. Any participant in a
meeting by such means shall be deemed present in person at such meeting. If
action is to be taken at any meeting held by such means on any of the following:
(a) a plan of merger or share exchange; (b) a sale, lease, exchange or other
disposition of substantial property, or assets of the Corporation; (c) a
voluntary dissolution or the revocation of voluntary dissolution proceedings; or
(d) a filing for bankruptcy, then the

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<PAGE> 8

identity of each director participating in such meeting must be verified by the
disclosure at such meeting by each such director of each such director's social
security number to the secretary of the meeting before a vote may be taken on
any of the foregoing matters. For purposes of the preceding clause (b), the
phrase "sale, lease, exchange or other disposition of substantial property or
assets" shall mean any sale, lease, exchange or other disposition of property or
assets of the Corporation having a net book value equal to 10% or more of the
net book value of the total assets of the Corporation on and as of the close of
the fiscal year last ended prior to the date of such meeting and as to which
financial statements of the Corporation have been prepared. Notwithstanding the
foregoing, no action may be taken at any meeting held by such means on any
particular matter which the presiding officer determines, in his or her sole
discretion, to be inappropriate under the circumstances for action at a meeting
held by such means. Such determination shall be made and announced in advance of
such meeting.

ARTICLE VI

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. In addition to and not in limitation to their other
authority, the Board of Directors shall have power to:

a. Adopt, publish, amend and withdraw rules and regulations
governing the use of the Common Areas and the personal conduct of the
Members and their Occupants and Guests thereon, and to establish
penalties for the infraction thereof;

b. Suspend the voting rights of a Member during any period in
which such Member shall be in default in the payment of any assessment
levied by the Association. Such rights may also be suspended after
notice and hearing before the Board, for infraction of published rules
and regulations, these By-Laws or the Declaration;

c. Exercise for the Association all powers, duties and
authority vested in or delegated to the Association and not reserved to
the membership or officers by other provisions of these By-Laws or the
Declaration;

d. Engage the services of a managing agent and enter into an
Association Management Agreement including the Declarant or its related
entities;

e. Employ a manager, an independent contractor, or such other
employees as it deems necessary, and prescribe their duties;

f. Foreclose the lien against Units for which assessments are
not paid within thirty (30) days after due date, with or without
reservation of the right to pursue a deficiency judgment, or bring an
action at law against the Members personally obligated to pay the same;

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g. Open bank accounts on behalf of the Association and
designate the signatories required therefor;

h. Purchase, lease or otherwise acquire (in the name of the
Association or its designee, corporate or otherwise, on behalf of all
Members) Units offered for sale or lease or surrendered by Members;

i. Purchase Units at foreclosure or other judicial sales in
the name of the Association or its designee, corporate or otherwise, on
behalf of all Members;

j. Sell, lease, mortgage, vote the votes appurtenant to (other
than for the election of members of the Board of Directors), or
otherwise deal with Units acquired by, and sublease Units leased by,
the Association or its designee;

k. Purchase, lease or otherwise acquire (in the name of the
Association or its designee, corporate or otherwise, on behalf of all
Members) tangible or intangible personal property for the use and
benefit of all Members, and decide whether and, if so, how much to
charge for the use of any of such property;

l. Organize corporations to act as designees of the
Association in acquiring title to or leasing Units or personal property
on behalf of all Members;

m. Borrow money, but the Association may not pledge anything
but Units or personal property owned or to be constructed or acquired
by the Association as security therefor; and

n. Lease, grant easements over or permit third parties to use
the Common Elements of the Condominium subject to any restrictions set
forth in the Declaration or these By-Laws during the period in which
the Declarant controls the Association's affairs.

o. Enter into shared use, access or other agreements on behalf
of all present and future Members with Declarant or related entities.

p. Such other powers as set forth in the Declaration, these
By-Laws or delegated by the Members.

Section 2. Duties. It shall be the duty of the Board of
Directors to:

a. Cause to be kept a complete record of all its acts and
corporate affairs and to present a statement thereof to the Members at
the annual meeting of the Members, or at any special meeting when such
statement is requested in writing by Members having at least one-third
(1/3) of the votes of the Association;

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b. Supervise all officers, agents and employees of the
Association, and see that their duties are properly performed;

c. As provided in the Declaration, to:

(1) Fix the amount of the annual assessment against each
Unit at least thirty (30) days in advance of each annual
assessment period;

(2) Send written notice of each assessment to every Owner
subject thereto at least ten (10) days in advance of each annual
assessment period;

(3) Fix the amount of, and notify every Owner of, each
special assessment levied on any or every Unit;

d. Issue, upon demand by any person under the conditions set
forth in the Declaration, a certificate setting forth whether or not
any assessment has been paid. A reasonable charge may be made by the
Board for the issuance of these certificates. If a certificate states
an assessment has been paid, such certificate shall be conclusive
evidence of such payment;

e. Procure and maintain adequate liability, hazard and other
insurance on property owned by the Association;

f. Cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate;

g. Cause the Common Elements to be maintained;

h. Charge, in its discretion, reasonable fees for the use of
any personal property owned by the Association;

i. Grant easements through or over the Common Elements;

j. Grant or withhold approval of any action by a Unit Owner or
other person which would change the exterior appearance of a Unit or
any other portion of the Condominium;

k. Make contracts and incur liabilities in connection with the
operation of the Condominium; and

l. Maintain a current roster of names and addresses of Unit
Owners to which all notices shall be sent.

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m. Perform such other duties as set forth in the Declaration,
these By- Laws or delegated by the Members.

ARTICLE VII

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of this Association
shall be a President, one or more Vice-Presidents, and a Secretary who shall at
all times be members of the Board of Directors, a Treasurer who shall be a
Member of the Association but need not be a member of the Board, and such other
officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take
place at the first meeting of the Board of Directors following each annual
meeting of the Members.

Section 3. Term. The officers of this Association shall be elected
annually by the Board, and each shall hold office until his successor is
elected, unless he shall sooner resign, be removed, or otherwise become
disqualified to serve.

Section 4. Special Appointments. The Board may elect such other
officers as the affairs of the Association may require, each of whom shall hold
office for such period, have such authority, and perform such duties as the
Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from
office, with or without cause, by the Board. Any officer may resign at any time,
giving written notice to the Board, the President or the Secretary. Such
resignation shall take effect on the date of receipt of such notice or at any
later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Officers who are members of the Association upon their election shall cease to
be officers upon ceasing to be Members of the Association.

Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy shall serve for
the remainder of the term of the officer replaced.

Section 7. Multiple Offices. No person shall simultaneously hold the
offices of President and Secretary.

Section 8. Compensation. No officer shall receive compensation for any
service rendered to the Association, except at a rate established by the Members
at a meeting of the Membership. Any officer, however, may be reimbursed for
actual expenses incurred in performance of the officer's duties.

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Section 9. Duties. Except to the extent that the Board delegates such
duties to a managing agent, the duties of the officers shall be as follows:

a. President. The President shall preside at all meetings of
the Board of Directors; shall see that orders and resolutions of the
Board are carried out; shall sign all leases, mortgages, deeds and
other written instruments and shall co-sign all checks if required to
do so by resolution of the Board of Directors.

b. Vice-President. The Vice-President shall act in the place
and stead of the President in the event of the President's absence or
inability or refusal to act, and shall exercise and discharge such
other duties as may be required by the Board.

c. Secretary. The Secretary shall record the votes and keep
the minutes of all meetings and proceedings of the Board and of the
Members; serve notice of meetings of the Board and of the Members; keep
appropriate current records of the Members of the Association together
with their addresses, and shall perform such other duties as required
by the Board.

d. Treasurer. The Treasurer shall receive and deposit in
appropriate bank accounts all monies of the Association and shall
disburse such funds as directed by resolution of the Board of
Directors; sign all checks and promissory notes of the Association;
keep proper books of account; cause an annual review of the Association
books to be made by an accountant at the completion of each fiscal
year; and prepare an annual budget and a statement of income and
expenditures to be presented to the membership at its regular annual
meeting, and deliver a copy of each to the members.

ARTICLE VIII

COMMITTEES

The Board of Directors shall constitute an Architectural Control
Committee, as provided in the Declaration. The Board may appoint a committee, as
provided in the Declaration. The Board may appoint a committee of less than the
whole to carry out this function. In addition, the Board of Directors shall
appoint other committees as deemed appropriate in carrying out its purpose.

ARTICLE IX

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times,
during reasonable business hours, be subject to inspection by any Member. The
Declaration, Articles and By-Laws of the Association shall be available for
inspection by any Member at the principal office of the Association, where
copies may be purchased at a reasonable cost.

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ARTICLE X

ASSESSMENTS

As more fully provided in the Declaration, each Member is obligated to
pay to the Association annual and special assessments which are secured by a
continuing lien upon the Unit against which the assessment is made. Any
assessments which are not paid when due shall be delinquent. If the assessment
is not paid within fifteen (15) days after the due date, the assessment shall
bear interest and be subject to penalty as set forth in the Declaration. The
Association may bring an action at law against the Member(s) personally
obligated to pay the same or foreclose the lien against the Unit, and interest,
costs and reasonable attorneys' fees of any such action shall be added to the
amount of such assessment. No Member may waive or otherwise escape liability for
the assessments provided for therein by nonuse of the Common Area or abandonment
of the Member's Unit.

ARTICLE XI

ABATEMENT AND ENJOINING OF VIOLATIONS

The violation of any rule or regulation adopted by the Board of
Directors, or the breach of any By-Laws contained herein, or the breach of any
provision of the Declaration, shall give the Board of Directors the right, in
addition to any other rights set forth in these By-Laws: (a) to enter the Unit
in which, or as to which, such a violation or breach exists and to summarily
abate and remove, at the expense of the defaulting Member(s), any structure,
thing or condition that may exist therein contrary to the intent and meaning of
the provisions hereof, and the Board of Directors shall not thereby be deemed
guilty in any manner of trespass; or (b) to enjoin, abate or remedy such thing
or condition by appropriate legal proceedings.

ARTICLE XII

PAYMENT OF ASSESSMENTS

No Member shall be permitted to convey, mortgage, pledge, hypothecate,
sell or lease his Unit unless and until he shall have paid in full to the Board
of Directors all unpaid common charges theretofore assessed by the Board of
Directors against his Unit and until he shall have satisfied all unpaid liens
against such Unit, except permitted mortgages.

ARTICLE XIII

CONFLICTS

These By-Laws are set forth to comply with the requirements of the
Wisconsin Condominium Ownership Act. In case the provisions of these By-Laws,
the Act, the Declaration, the Plat, or the Articles conflict in any way, the
following shall apply:

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a. The provisions of the Act control over provisions
of the By-Laws, the Declaration, the Plat and the Articles.

b. The provisions of the Declaration control over
provisions of the Plat.

c. The provisions of the Declaration and the Plat
control over the provisions of the By-Laws and the Articles.

d. The provisions of the Articles control over the
provisions of the By- Laws.

ARTICLE XIV

INDEMNIFICATION

Section 1. Mandatory Indemnification. The Association shall, to the
full extent permitted by the law, indemnify any person who was or is party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of the Association.
Such right of indemnification shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a person.

Section 2. Permissive Supplementary Benefits. The Association may, but
shall not be required to, supplement the right of indemnification above by (a)
the purchase of insurance on behalf of any one or more of such persons, whether
or not the corporation would be obligated to indemnify such person under above,
(b) individual or group indemnification agreements with any one or more of such
persons, and (c) advances for related expenses of such a person.

ARTICLE XV

AMENDMENTS

These By-Laws may be amended by affirmative vote of Members having at
least three-quarters (3/4) of the votes of all Members present in person or by
proxy and voting at a regular or special meeting of the Members. During the
period of Declarant control, however, no such amendment may occur without the
Declarant's consent.

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ARTICLE XVI

FISCAL YEAR

The fiscal year of the corporation shall be the period beginning
January 1st and ending December 31st, or such other fiscal year as the Board of
Directors may, from time to time, designate.

ARTICLE XVII

CORPORATE SEAL

The Association shall not have a seal; and where a seal be required,
there shall be a notation thereon to the effect that the Association has no
seal.

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<PAGE> 1
3-A Articles of Incorporation of Wilderness
Development Corporation

<PAGE> 2

ARTICLES OF INCORPORATION

WILDERNESS DEVELOPMENT CORPORATION

---------------

The undersigned, acting as incorporator of a corporation under the
Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes,
adopts the following Articles of Incorporation for such corporation.

---------------

FIRST: The name of the Corporation is Wilderness Development
Corporation.

SECOND: The aggregate number of shares which the Corporation shall
have authority to issue is Nine Thousand (9,000), consisting of one class only,
designated as "Common Stock," of the par value of $.10 per share.

THIRD: The number of directors constituting the Board of Directors
shall initially be two (2) and thereafter such other number as may be designated
from time to time by the Board of Directors. The initial directors shall be
Thomas J. Lucke and S. Peter Helland, Jr.

FOURTH: The address of the initial registered office of the
Corporation is: 440 Science Drive, 4th Floor, Madison, Wisconsin and the name of
its initial registered agent at such address is Timothy C. Sweeney.

FIFTH: The Bylaws of the Corporation may provide for a greater or
lower quorum requirement or a greater voting requirement for shareholders or
voting groups of shareholders than is provided by the Wisconsin Business
Corporation Law.

SIXTH: The name and address of the sole incorporator is:

<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Timothy C. Sweeney c/o Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711
</TABLE>

Executed on this 25th day of July, 1996.

-----------------------------
Timothy C. Sweeney
Sole Incorporator

This instrument was drafted by Attorney Timothy C. Sweeney, Sweeney & Sweeney,
S.C., 440 Science Drive, 4th Floor, Madison, WI 53711 (608) 238-4444.

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<PAGE> 1
3-B Bylaws of Wilderness Development
Corporation

<PAGE> 2

BYLAWS

WILDERNESS DEVELOPMENT CORPORATION

(A WISCONSIN CORPORATION)

DATED: JULY 25, 1996

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ARTICLE I. OFFICES

1.01. Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

1.02. Registered Office. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to such
registered office.

ARTICLE II. SHAREHOLDERS

2.01. Annual Meeting. The annual meeting of the shareholders shall
be held on the 2nd Friday in July of each year, or at such other time and date
within thirty days before or after such date as may be fixed by or under the
authority of the Board of Directors, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal holiday in the State of
Wisconsin, such meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated herein, or
fixed as herein provided, for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as is practicable.

2.02. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Board of Directors or the President. The
Corporation shall call a special meeting of shareholders in the event that the
holders of at least 10% of all of the votes entitled to be cast on any issue
proposed to be considered at the proposed special meeting sign, date and deliver
to the Corporation one or more written demands for the meeting describing one or
more purposes for which it is to be held. The Corporation shall give notice of
such a special meeting within thirty days after the date that the demand is
delivered to the Corporation.

2.03. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual or special meeting of shareholders. If no designation is made,
the place of meeting shall be the principal office of the Corporation. Any
meeting may be adjourned to reconvene at any place designated by vote of a
majority of the shares represented thereat.

2.04. Notice of Meeting. Written notice stating the date, time and
place of any meeting of shareholders and, in case of a special meeting, the
purpose or purposes for which

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the meeting is called, shall be delivered not less than ten days nor more than
sixty days before the date of the meeting (unless a different time is provided
by the Wisconsin Business Corporation Law or the Articles of Incorporation),
either personally or by mail, by or at the direction of the President or the
Secretary, to each shareholder of record entitled to vote at such meeting and to
such other persons as required by the Wisconsin Business Corporation Law. If
mailed, such notice shall be deemed to be effective when deposited in the United
States mail, addressed to the shareholder at his or her address as it appears on
the stock record books of the Corporation, with postage thereon prepaid. If an
annual or special meeting of shareholders is adjourned to a different date, time
or place, the Corporation shall not be required to give notice of the new date,
time or place if the new date, time or place is announced at the meeting before
adjournment; provided, however, that if a new record date for an adjourned
meeting is or must be fixed, the Corporation shall give notice of the adjourned
meeting to persons who are shareholders as of the new record date.

2.05. Waiver of Notice. A shareholder may waive any notice required
by the Wisconsin Business Corporation Law, the Articles of Incorporation or
these Bylaws before or after the date and time stated in the notice. The waiver
shall be in writing and signed by the shareholder entitled to the notice,
contain the same information that would have been required in the notice under
applicable provisions of the Wisconsin Business Corporation Law (except that the
time and place of meeting need not be stated) and be delivered to the
Corporation for inclusion in the corporate records. A shareholder's attendance
at a meeting, in person or by proxy, waives objection to all of the following:
(a) lack of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting or promptly upon arrival objects to holding the
meeting or transacting business at the meeting; and (b) consideration of a
particular matter at the meeting that is not within the purpose described in the
meeting notice, unless the shareholder objects to considering the matter when it
is presented.

2.06. Fixing of Record Date. The Board of Directors may fix in
advance a date as the record date for the purpose of determining shareholders
entitled to notice of and to vote at any meeting of shareholders, shareholders
entitled to demand a special meeting as contemplated by Section 2.02 hereof,
shareholders entitled to take any other action, or shareholders for any other
purpose. Such record date shall not be more than seventy days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken. If no record date is fixed by the Board of Directors or by the
Wisconsin Business Corporation Law for the determination of shareholders
entitled to notice of and to vote at a meeting of shareholders, the record date
shall be the close of business on the day before the first notice is given to
shareholders. If no record date is fixed by the Board of Directors or by the
Wisconsin Business Corporation Law for the determination of shareholders
entitled to demand a special meeting as contemplated in Section 2.02 hereof, the
record date shall be the date that the first shareholder signs the demand.
Except as provided by the Wisconsin Business Corporation Law for a court-ordered
adjournment, a determination of shareholders entitled to notice of and to vote
at a meeting of shareholders is effective for any adjournment of such meeting
unless the Board of Directors fixes a new record date, which it shall do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. The

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record date for determining shareholders entitled to a distribution (other than
a distribution involving a purchase, redemption or other acquisition of the
Corporation's shares) or a share dividend is the date on which the Board of
Directors authorized the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.

2.07. Shareholders' List for Meetings. After a record date for a
special or annual meeting of shareholders has been fixed, the Corporation shall
prepare a list of the names of all of the shareholders entitled to notice of the
meeting. The list shall be arranged by class or series of shares, if any, and
show the address of and number of shares held by each shareholder. Such list
shall be available for inspection by any shareholder, beginning two business
days after notice of the meeting is given for which the list was prepared and
continuing to the date of the meeting, at the Corporation's principal office or
at a place identified in the meeting notice in the city where the meeting will
be held. A shareholder or his or her agent may, on written demand, inspect and,
subject to the limitations imposed by the Wisconsin Business Corporation Law,
copy the list, during regular business hours and at his or her expense, during
the period that it is available for inspection pursuant to this Section 2.07.
The Corporation shall make the shareholders' list available at the meeting and
any shareholder or his or her agent or attorney may inspect the list at any time
during the meeting or any adjournment thereof. Refusal or failure to prepare or
make available the shareholders' list shall not affect the validity of any
action taken at a meeting of shareholders.

2.08. Quorum and Voting Requirements. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. If the Corporation has only
one class of common stock outstanding, such class shall constitute a separate
voting group for purposes of this Section 2.08. Except as otherwise provided in
the Articles of Incorporation or the Wisconsin Business Corporation Law, a
majority of the votes entitled to be cast on the matter shall constitute a
quorum of the voting group for action on that matter. Once a share is
represented for any purpose at a meeting, other than for the purpose of
objecting to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for the adjourned meeting. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the Articles of Incorporation, each director
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election of directors at a meeting at which a quorum is present. Though
less than a quorum of the outstanding votes of a voting group are represented at
a meeting, a majority of the votes so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified.

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2.09. Conduct of Meeting. The President, and in his or her absence,
a Vice President in the order provided under Section 4.07 hereof, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the Corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

2.10. Proxies. At all meetings of shareholders, a shareholder may
vote his or her shares in person or by proxy. A shareholder may appoint a proxy
to vote or otherwise act for the shareholder by signing an appointment form,
either personally or by his or her attorney-in-fact. An appointment of a proxy
is effective when received by the Secretary or other officer or agent of the
Corporation authorized to tabulate votes. An appointment is valid for eleven
months from the date of its signing unless a different period is expressly
provided in the appointment form.

2.11. Voting of Shares. Except as provided in the Articles of
Incorporation or in the Wisconsin Business Corporation Law, each outstanding
share, regardless of class, is entitled to one vote on each matter voted on at a
meeting of shareholders.

2.12. Action without Meeting. Any action required or permitted by
the Articles of Incorporation or these Bylaws or any provision of the Wisconsin
Business Corporation Law to be taken at a meeting of the shareholders may be
taken without a meeting and without action by the Board of Directors if a
written consent or consents, describing the action so taken, is signed by all of
the shareholders entitled to vote with respect to the subject matter thereof and
delivered to the Corporation for inclusion in the corporate records.

2.13. Acceptance of Instruments Showing Shareholder Action. If the
name signed on a vote, consent, waiver or proxy appointment corresponds to the
name of a shareholder, the Corporation, if acting in good faith, may accept the
vote, consent, waiver or proxy appointment and give it effect as the act of a
shareholder. If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of a shareholder, the Corporation, if acting in
good faith, may accept the vote, consent, waiver or proxy appointment and give
it effect as the act of the shareholder if any of the following apply:

(a) The shareholder is an entity and the name signed purports to be
that of an officer or agent of the entity.

(b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the Corporation requests, evidence of fiduciary status acceptable to the
Corporation is presented with respect to the vote, consent, waiver or proxy
appointment.

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(c) The name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of this
status acceptable to the Corporation is presented with respect to the vote,
consent, waiver or proxy appointment.

(d) The name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the Corporation requests,
evidence acceptable to the Corporation of the signatory's authority to sign for
the shareholder is presented with respect to the vote, consent, waiver or proxy
appointment.

(e) Two or more persons are the shareholders as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the
Secretary or other officer or agent of the Corporation who is authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about the
validity of the signature on it or about the signatory's authority to sign for
the shareholder.

ARTICLE III. BOARD OF DIRECTORS

3.01. General Powers and Number. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors. The number
of directors of the Corporation shall be established at the annual meeting of
shareholders or any other duly called meeting of shareholders.

3.02. Tenure and Qualifications. Each director shall hold office
until the next annual meeting of shareholders and until his or her successor
shall have been elected and, if necessary, qualified, or until there is a
decrease in the number of directors which takes effect after the expiration of
his or her term, or until his or her prior death, resignation or removal. A
director may be removed by the shareholders only at a meeting called for the
purpose of removing the director, and the meeting notice shall state that the
purpose, or one of the purposes, of the meeting is removal of the director. A
director may be removed from office with or without cause if the votes cast to
remove the director exceeds the number of votes cast not to remove such
director. A director may resign at any time by delivering written notice which
complies with the Wisconsin Business Corporation Law to the Board of Directors,
to the President (in his or her capacity as chairperson of the Board of
Directors) or to the Corporation. A director's resignation is effective when the
notice is delivered unless the notice specifies a later effective date.
Directors need not be residents of the State of Wisconsin or shareholders of the
Corporation.

3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders

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and each adjourned session thereof. The place of such regular meeting shall be
the same as the place of the meeting of shareholders which precedes it, or such
other suitable place as may be announced at such meeting of shareholders. The
Board of Directors shall provide, by resolution, the date, time and place,
either within or without the State of Wisconsin, for the holding of additional
regular meetings of the Board of Directors without other notice than such
resolution.

3.04. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Secretary or any two
directors. The President or Secretary may fix any place, either within or
without the State of Wisconsin, as the place for holding any special meeting of
the Board of Directors, and if no other place is fixed the place of the meeting
shall be the principal business office of the Corporation in the State of
Wisconsin.

3.05. Notice; Waiver. Notice of each special meeting of the Board of
Directors shall be given by written notice delivered or communicated in person,
by telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, to each director at his business
address or at such other address as such director shall have designated in
writing filed with the Secretary, in each case not less than forty-eight hours
prior to the meeting. The notice need not prescribe the purpose of the special
meeting of the Board of Directors or the business to be transacted at such
meeting. If mailed, such notice shall be deemed to be effective when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
is given by telegram, such notice shall be deemed to be effective when the
telegram is delivered to the telegraph company. If notice is given by private
carrier, such notice shall be deemed to be effective when delivered to the
private carrier. Whenever any notice whatever is required to be given to any
director of the Corporation under the Articles of Incorporation or these Bylaws
or any provision of the Wisconsin Business Corporation Law, a waiver thereof in
writing, signed at any time, whether before or after the date and time of
meeting, by the director entitled to such notice shall be deemed equivalent to
the giving of such notice. The Corporation shall retain any such waiver as part
of the permanent corporate records. A director's attendance at or participation
in a meeting waives any required notice to him or her of the meeting unless the
director at the beginning of the meeting or promptly upon his or her arrival
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

3.06. Quorum. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the Articles of Incorporation or these Bylaws, a majority
of the number of directors specified in Section 3.01 of these Bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors. Except as otherwise provided by the Wisconsin Business Corporation
Law or by the Articles of Incorporation or by these Bylaws, a quorum of any
committee of the Board of Directors created pursuant to Section 3.12 hereof
shall consist of a majority of the number of directors appointed to serve on the
committee. A majority of the directors present (though less than such quorum)
may adjourn any meeting of the Board of Directors or any committee thereof, as
the case may be, from time to time without further notice.

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3.07. Manner of Acting. The affirmative vote of a majority of the
directors present at a meeting of the Board of Directors or a committee thereof
at which a quorum is present shall be the act of the Board of Directors or such
committee, as the case may be, unless the Wisconsin Business Corporation Law,
the Articles of Incorporation or these Bylaws require the vote of a greater
number of directors.

3.08. Conduct of Meetings. The President, and in his or her absence,
a Vice President in the order provided under Section 4.07, and in their absence,
any director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairman of the meeting. The Secretary of
the Corporation shall act as secretary of all meetings of the Board of Directors
but in the absence of the Secretary, the presiding officer may appoint any other
person present to act as secretary of the meeting. Minutes of any regular or
special meeting of the Board of Directors shall be prepared and distributed to
each director.

3.09. Vacancies. Except as provided below, any vacancy occurring in
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, may be filled by any of the following: (a) the
shareholders; (b) the Board of Directors; or (c) if the directors remaining in
office constitute fewer than a quorum of the Board of Directors, the directors,
by the affirmative vote of a majority of all directors remaining in office. If
the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group may vote to fill
the vacancy if it is filled by the shareholders, and only the remaining
directors elected by that voting group may vote to fill the vacancy if it is
filled by the directors. A vacancy that will occur at a specific later date,
because of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the new director may not take office until the
vacancy occurs.

3.10. Compensation. The Board of Directors, irrespective of any
personal interest of any of its members, may establish reasonable compensation
of all directors for services to the Corporation as directors, officers or
otherwise, or may delegate such authority to an appropriate committee. The Board
of Directors also shall have authority to provide for or delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the Corporation.

3.11. Presumption of Assent. A director who is present and is
announced as present at a meeting of the Board of Directors or any committee
thereof created in accordance with Section 3.12 hereof, when corporate action is
taken, assents to the action taken unless any of the following occurs: (a) the
director objects at the beginning of the meeting or promptly upon his or her
arrival to holding the meeting or transacting business at the meeting; (b) the
director's dissent or abstention from the action taken is entered in the minutes
of the meeting; or (c) the director delivers written notice that complies with
the Wisconsin Business Corporation Law of his or her dissent or abstention to
the presiding officer of the meeting before its adjournment or

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to the Corporation immediately after adjournment of the meeting. Such right of
dissent or abstention shall not apply to a director who votes in favor of the
action taken.

3.12. Committees. The Board of Directors by resolution adopted by
the affirmative vote of a majority of all of the directors then in office may
create one or more committees, appoint members of the Board of Directors to
serve on the committees and designate other members of the Board of Directors to
serve as alternates. Each committee shall have two or more members who shall,
unless otherwise provided by the Board of Directors, serve at the pleasure of
the Board of Directors. A committee may be authorized to exercise the authority
of the Board of Directors, except that a committee may not do any of the
following: (a) authorize distributions; (b) approve or propose to shareholders
action that the Wisconsin Business Corporation Law requires to be approved by
shareholders; (c) fill vacancies on the Board of Directors or, unless the Board
of Directors provides by resolution that vacancies on a committee shall be
filled by the affirmative vote of the remaining committee members, on any Board
committee; (d) amend the Corporation's Articles of Incorporation; (e) adopt,
amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares, except according to
a formula or method prescribed by the Board of Directors; and (h) authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee
to do so within limits prescribed by the Board of Directors. Unless otherwise
provided by the Board of Directors in creating the committee, a committee may
employ counsel, accountants and other consultants to assist it in the exercise
of its authority.

3.13. Telephonic Meetings. To the extent provided herein and
notwithstanding any place set forth in the notice of the meeting or these
Bylaws, members of the Board of Directors (and any committees thereof created
pursuant to Section 3.12 hereof) may participate in regular or special meetings
by, or through the use of, any means of communication by which all participants
may simultaneously hear each other, such as by conference telephone. If a
meeting is conducted by such means, then at the commencement of such meeting the
presiding officer shall inform the participating directors that a meeting is
taking place at which official business may be transacted. Any participant in a
meeting by such means shall be deemed present in person at such meeting.

3.14. Action Without Meeting. Any action required or permitted by
the Wisconsin Business Corporation Law to be taken at a meeting of the Board of
Directors or a committee thereof created pursuant to Section 3.12 hereof may be
taken without a meeting if the action is taken by all members of the Board or of
the committee. The action shall be evidenced by one or more written consents
describing the action taken, signed by each director or committee member and
retained by the Corporation. Such action shall be effective when the last
director or committee member signs the consent, unless the consent specifies a
different effective date.

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ARTICLE IV. OFFICERS

4.01. Number. The principal officers of the Corporation shall be a
President, the number of Vice Presidents as authorized from time to time by the
Board of Directors, a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. The
Board of Directors may also authorize any duly authorized officer to appoint one
or more officers or assistant officers. Any two or more offices may be held by
the same person.

4.02. Election and Term of Office. The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as is
practicable. Each officer shall hold office until his or her successor shall
have been duly elected or until his or her prior death, resignation or removal.

4.03. Removal. The Board of Directors may remove any officer and,
unless restricted by the Board of Directors or these Bylaws, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed. The appointment of an officer does not of itself create
contract rights.

4.04. Resignation. An officer may resign at any time by delivering
notice to the Corporation that complies with the Wisconsin Business Corporation
Law. The resignation shall be effective when the notice is delivered, unless the
notice specifies a later effective date and the Corporation accepts the later
effective date.

4.05. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term. If a resignation of an
officer is effective at a later date as contemplated by Section 4.04 hereof, the
Board of Directors may fill the pending vacancy before the effective date if the
Board provides that the successor may not take office until the effective date.

4.06. President. The President shall be the principal executive
officer of the Corporation and, subject to the direction of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The President shall, when present, preside at all
meetings of the shareholders and of the Board of Directors. He or she shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the Corporation as he or she shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the President. He or she shall have authority to sign, execute and
acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or

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proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he or she may authorize
any Vice President or other officer or agent of the Corporation to sign, execute
and acknowledge such documents or instruments in his or her place and stead. In
general he or she shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from time
to time.

4.07. The Vice Presidents. In the absence of the President or in the
event of the President's death, inability or refusal to act, or in the event for
any reason it shall be impracticable for the President to act personally, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice President may sign,
with the Secretary or Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him or her by the President or by
the Board of Directors. The execution of any instrument of the Corporation by
any Vice President shall be conclusive evidence, as to third parties, of his or
her authority to act in the stead of the President.

4.08. The Secretary. The Secretary shall: (a) keep minutes of the
meetings of the shareholders and of the Board of Directors (and of committees
thereof) in one or more books provided for that purpose (including records of
actions taken by the shareholders or the Board of Directors (or committees
thereof) without a meeting); (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by the Wisconsin
Business Corporation Law; (c) be custodian of the corporate records and of the
seal of the Corporation and see that the seal of the Corporation is affixed to
all documents the execution of which on behalf of the Corporation under its seal
is duly authorized; (d) maintain a record of the shareholders of the
Corporation, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned by the President or by the Board of Directors.

4.09. The Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) maintain appropriate accounting records; (c) receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of Section 5.04; and (d) in general perform all of the duties
incident to the office of

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Treasurer and have such other duties and exercise such other authority as from
time to time may be delegated or assigned by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

4.10. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
Corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

4.11. Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint, or to authorize any duly appointed officer of
the Corporation to appoint, any person to act as assistant to any officer, or as
agent for the Corporation in his or her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors or an authorized officer shall have the power to perform
all the duties of the office to which he or she is so appointed to be an
assistant, or as to which he or she is so appointed to act, except as such power
may be otherwise defined or restricted by the Board of Directors or the
appointing officer.

ARTICLE V. CONTRACTS, LOANS, CHECKS
AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01. Contracts. The President may enter into any contract or
execute or deliver any instrument in the name of and on behalf of the
Corporation. All deeds, mortgages and instruments of assignment or pledge made
by the Corporation shall be executed in the name of the Corporation by the
President, when necessary or required, shall affix the corporate seal, if any,
thereto; and when so executed no other party to such instrument or any third
party shall be required to make any inquiry into the authority of the signing
officer or officers.

5.02. Loans. No indebtedness for borrowed money shall be contracted
on behalf of the Corporation and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the Board of Directors. Such authorization may be general or confined to
specific instances.

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5.03. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the Board of Directors.

5.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

5.05. Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he or she be present, or in
his or her absence by any Vice President of this Corporation who may be present,
and (b) whenever, in the judgment of the President, or in his or her absence, of
any Vice President, it is desirable for this Corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this Corporation, such proxy or consent shall be
executed in the name of this Corporation by the President or one of the Vice
Presidents of this Corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal, if any, or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this Corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.

ARTICLE VI. CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form, consistent with the Wisconsin Business
Corporation Law, as shall be determined by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except as
provided in Section 6.06.

6.02. Facsimile Signatures and Seal. The seal of the Corporation, if
any, on any certificates for shares may be a facsimile. The signature of the
President or Vice President and

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the Secretary or Assistant Secretary upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent, or a registrar,
other than the Corporation itself or an employee of the Corporation.

6.03. Signature by Former Officers. The validity of a share
certificate is not affected if a person who signed the certificate (either
manually or in facsimile) no longer holds office when the certificate is issued.

6.04. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer the Corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims
or has discharged any such duty. The Corporation may require reasonable
assurance that such endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.

6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims
that certificates for shares have been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the Corporation has notice that such shares have been acquired by a bona
fide purchaser, (b) files with the Corporation a sufficient indemnity bond if
required by the Board of Directors or any principal officer, and (c) satisfies
such other reasonable requirements as may be prescribed by or under the
authority of the Board of Directors.

6.07. Consideration for Shares. The Board of Directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed or other securities
of the Corporation. Before the Corporation issues shares, the Board of Directors
shall determine that the consideration received or to be received for the shares
to be issued is adequate. The determination of the Board of Directors is
conclusive insofar as the adequacy of consideration for the issuance of shares
relates to whether the shares are validly issued, fully paid and nonassessable.
The Corporation may place in escrow shares issued in whole or in part for a
contract for future services or benefits, a promissory note, or otherwise for
property to be issued in the future, or make other arrangements to restrict the
transfer of the shares, and may credit distributions in respect of the shares
against their purchase price, until the services are performed, the benefits or
property are received or the promissory note is paid. If the services are not
performed, the benefits or property are not received or the

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promissory note is not paid, the Corporation may cancel, in whole or in part,
the shares escrowed or restricted and the distributions credited.

6.08. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with law as it may deem expedient concerning the issue, transfer and
registration of shares of the Corporation.

ARTICLE VII. TAXABLE YEAR

7.01. Taxable Year. The taxable year of the Corporation shall
commence on January 1 and end on December 31 of each year.

ARTICLE VIII. SEAL

8.01. Corporate Seal. The corporation shall not have a corporate
seal, and all formal corporate documents shall carry the designation "No Seal"
along with the signatures of the officers.

ARTICLE IX. INDEMNIFICATION

9.01. Provision of Indemnification. The Corporation shall, to the
fullest extent permitted or required by Sections 180.0850 to 180.0859,
inclusive, of the Wisconsin Business Corporation Law, including any amendments
thereto (but in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader indemnification
rights than prior to such amendment), indemnify its Directors and Officers
against any and all Liabilities, and advance any and all reasonable Expenses,
incurred thereby in any Proceeding to which any such Director of Officer is a
Party because he or she is or was a Director or Officer of the Corporation. The
Corporation shall also indemnify an employee who is not a Director or Officer,
to the extent that the employee has been successful on the merits or otherwise
in defense of a Proceeding, for all Expenses incurred in the Proceeding if the
employee was a Party because he or she is or was an employee of the Corporation.
The rights to indemnification granted hereunder shall not be deemed exclusive of
any other rights to indemnification against Liabilities or the advancement of
Expenses which a Director, Officer or employee may be entitled under any written
agreement, Board resolution, vote of shareholders, the Wisconsin Business
Corporation Law or otherwise. The Corporation may, but shall not be required to,
supplement the foregoing rights to indemnification against Liabilities and
advancement of Expenses under this Section 9.01 by the purchase of insurance on
behalf of any one or more of such Directors, Officers or employees, whether or
not the Corporation would be obligated to indemnify or advance Expenses to such
Director, Officer or employee under this

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Section 9.01. All capitalized terms used in this Article IX and not otherwise
defined herein shall have the meaning set forth in Section 180.0850 of the
Wisconsin Business Corporation Law.

ARTICLE X. AMENDMENTS

10.01. By Shareholders. These Bylaws may be amended or repealed and
new Bylaws may be adopted by the shareholders at any annual or special meeting
of the shareholders at which a quorum is in attendance.

10.02. By Directors. Except as otherwise provided by the Wisconsin
Business Corporation Law or the Articles of Incorporation, these Bylaws may also
be amended or repealed and new Bylaws may be adopted by the Board of Directors
by affirmative vote of a majority of the number of directors present at any
meeting at which a quorum is in attendance; provided, however, that the
shareholders in adopting, amending or repealing a particular Bylaw may provide
therein that the Board of Directors may not amend, repeal or readopt that Bylaw.

10.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors which would be inconsistent with the
Bylaws then in effect but which is taken or authorized by affirmative vote of
not less than the number of shares or the number of directors required to amend
the Bylaws so that the Bylaws would be consistent with such action shall be
given the same effect as though the Bylaws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.

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3-C Organizational Consent of Directors and
August 1, 1996 Consent of Directors

<PAGE> 2

UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF AN ORGANIZATIONAL MEETING

The undersigned, being all of the initial Directors named in the
Articles of Incorporation of Wilderness Development Corporation, a Wisconsin
corporation (the "Corporation"), do hereby adopt the following resolutions by
written consent in lieu of an initial meeting of the Board of Directors pursuant
to Section 180.0821 of the Wisconsin Statutes, such action to have the same
effect as if taken at a duly constituted meeting of Directors held on the 25th
day of July, 1996.

RESOLVED, that any and all notice to take any action in adopting the
following resolutions is hereby waived by the undersigned pursuant to Section
180.0823 of the Wisconsin Statutes.

RESOLVED, that the Articles of and Certificate of Incorporation, as
attached hereto as Exhibit A, are hereby approved and ratified and that all
actions of any incorporator, shareholder, legal counsel and the individual
attorneys and accountants working for such parties in connection with the
organization and incorporation of the Corporation are hereby and in all respects
ratified, approved and confirmed.

RESOLVED, that the Bylaws, attached hereto as Exhibit B, are hereby
approved and adopted as the Bylaws of the Corporation.

RESOLVED, that the Stock Purchase Agreement, attached hereto as
Exhibit C, is hereby approved and ratified and, upon payment of the full
purchase price thereof, the proper officers of the Corporation are hereby
authorized and directed to execute and issue certificates for the shares of the
Corporation's common stock so purchased, which shares shall be deemed fully paid
and non-assessable by the Corporation (except as otherwise provided for in
Section 180.0622(2)(b) of the Wisconsin Statutes).

RESOLVED, that the form of the Common Stock certificate, attached
hereto as Exhibit D, is hereby approved and adopted for use by the Corporation.

RESOLVED, that the Corporation shall not have a corporate seal and
formal corporate documents may carry the designation "NO SEAL" along with the
signature of the officers.

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RESOLVED, that pursuant to Section 180.0840(3), Wis. Stats., the
following individuals are hereby elected to the offices set forth immediately
preceding their names, to serve until their respective successors are duly
elected:

President - Thomas J. Lucke
Vice-President - S. Peter Helland, Jr.
Treasurer - Thomas J. Lucke
Secretary - S. Peter Helland, Jr.

RESOLVED, that the Treasurer is hereby authorized and directed on
behalf of the Corporation to pay any and all legal and other expenses incurred
in connection with the organization and incorporation of the Corporation.

RESOLVED, that the Board of Directors, having determined that the
Corporation has complied with the requirements of Section 1244 of the Internal
Revenue Code of 1986, as amended, does hereby declare its intention that the
Corporation's common stock be deemed "Section 1244 stock" thereby enabling
shareholders who are individuals and who purchase their stock directly from the
Corporation to obtain ordinary loss treatment for losses realized upon the sale
or worthlessness of their stock.

RESOLVED, that the President is hereby authorized on behalf of the
Corporation to open such bank checking accounts as he in his discretion shall
deem necessary or convenient to the conduct of the affairs of the Corporation;
the authorized signer or signers of checks or withdrawal orders shall be any
person whose name and signature shall have been certified to such bank from time
to time by the President or his designee, and any such bank shall be fully
protected in relying upon any such certification until it shall have received
written notice of a change in such signing authority.

RESOLVED, that if such depository bank shall require a depository
resolution in any form different from, but generally consistent with, the
foregoing, such other depository resolution shall be deemed to have been fully
approved and adopted hereby and may be so certified by the President or his
designee, whenever approved by such person, and a copy thereof shall be attached
hereto as Exhibit E.

RESOLVED, that the taxable year of the Corporation shall end on the
31st day of December each year.

RESOLVED, that the Corporation hereby elects under Section 1372(a)
of the Internal Revenue Code to be treated as an "electing small business
corporation" for income tax purposes to permit the undistributed taxable income
of the Corporation to be taxed directly to the shareholders rather than to the
Corporation itself; and the Board of Directors hereby recommends to the
shareholders of the Corporation that they execute and consent to, and authorizes
and directs the proper officers of the Corporation to complete, execute and file
at

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<PAGE> 4

such time as they deem appropriate an Election by Small Business Corporation on
Form 2553 (a copy of which is attached hereto as Exhibit F).

RESOLVED, that the President of the Corporation be, and hereby is,
authorized and directed in its name and on its behalf, to do and perform any and
all further things and acts, and to execute and deliver any and all further
instruments, certificates and documents which they shall determine to be
necessary, appropriate or desirable in order to effectuate the intendment of the
foregoing resolutions, or any of them, any such determination to be conclusively
evidenced by the doing or performing of any such act or thing or the execution
and delivery of any such instrument, certificate or document.

IN WITNESS WHEREOF, this consent has been executed by the
undersigned and is effective as of the aforementioned date to be filed as part
of the minutes of the Corporation.

/s/
-----------------------------------
Thomas J. Lucke
Director

/s/
-----------------------------------
S. Peter Helland, Jr.
Director

-3-

E-94

<PAGE> 1

10-D Draft Management and Use Agreement
between the Association and Wilderness
Hotel & Resort, Inc.

<PAGE> 2

MANAGEMENT AND USE AGREEMENT

AGREEMENT made this ___ day of ____________, 1997 between WILDERNESS
HOTEL CONDOMINIUM ASSOCIATION, INC. (the "Association") and WILDERNESS HOTEL &
RESORT, INC. (the "Manager").

RECITALS

WHEREAS, Association, a non-profit corporation of which all unit owners
of the Wilderness Hotel Condominium, a hotel condominium (the "Condominium") are
members, and Manager desire to enter into an agreement under which Manager
agrees to (a) manage the Condominium's affairs, (b) act as manager for those
condominium unit owners (the "Unit Owner" or "Owner") who desire to rent Owner's
unit (the "Unit") and engage Manager to locate persons desirous of occupying
Owner's Units ("Occupants") and to charge for such occupancy, and (c) rent and
manage certain Common Elements of the Condominium in order to provide services
to Unit Owners; and

WHEREAS, the Association believes that an agreement for management
between the Manager and the individual Unit Owners may lead to confusion and
disparity and both parties are willing to abide by the terms of a management
agreement between the Association and the Manager;

NOW, THEREFORE, in consideration of the mutual covenants herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

A. MANAGEMENT AGREEMENT

1. Manager's Appointment by Association. Association hereby appoints
Manager and Manager hereby accepts appointment, on the terms and conditions
hereinafter provided, as managing agent of the Condominium known as The
Wilderness Hotel Condominium, a hotel condominium, with the duties specified in
paragraph 3 below. Manager fully understands that the function of the Board of
Directors of the Condominium (the "Board") is the operation and management of
the Condominium; and Manager agrees, notwithstanding the authority given to
Manager in this Agreement, to confer fully and freely with the Board in the
performance of its duties as herein set forth and to attend meetings of Unit
Owners and the Board at any reasonable time or times requested by the Board.

2. Compensation as Manager. Except as expressly set forth herein, the
sole compensation which Manager shall be entitled to receive from Association
for services performed for Association under this Agreement shall be a fee
computed and payable monthly in an amount equivalent to one hundred and
twenty-five percent (125%) of the actual cost to perform the management duties
pursuant to the agreement.

3. Manager's Duties to Association. Manager agrees to manage, operate
and maintain the Condominium according to standards consistent with the overall
plan of the Board and agrees to perform the management function and do all
things normally expected of

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<PAGE> 3

management in a hotel condominium project, including but not limited to the
following:

a. Manager shall clean and perform ordinary maintenance of the
Condominium's Common Elements. Manager's duties hereunder shall
include, but not be limited to, maintenance and repair of the
entryways, meetings rooms and other areas constituting Common Elements
within buildings.

b. Manager shall manage, operate and maintain any personal
property acquired by the Association for the use and benefit of the
Unit Owners and other occupants of the Condominium including, if the
Board so determines, charging a reasonable price for the use and
consumption thereof (the "Personal Property").

c. Manager shall use its best efforts to collect all
assessments and special assessments as determined by the Board and any
revenue from the use and consumption of the Personal Property. Such
collections shall be deposited into the account established pursuant to
paragraph 3(l) below. Manager shall pay, out of such account, all the
costs associated with management of the Condominium and the Personal
Property and cleaning, maintenance, repair, replacement and alteration
of the Common Elements and Limited Common Elements that are the
responsibility of Association hereunder, that are authorized by the
Board, or that are listed in the annual budget.

d. Manager shall hire in its own name all managerial and other
personnel it deems appropriate in order to perform its duties
hereunder. Compensation for the services of such employees shall be the
responsibility of Manager. In lieu thereof, Manager may contract in its
own name and at its own expense for any such services. Manager shall
also provide, at its own expense, all supplies and equipment necessary
or appropriate to perform such services. Manager may arrange, but the
Association shall pay, for utility services for which Association (as
opposed to the Unit Owners) is responsible under the Declaration and
By-Laws.

e. Except in the event of an emergency, Manager shall notify
the Board of the need to repair, replace, alter and add to Common
Elements, when such expenses exceed $1,000. (Any repair, replacement,
alteration or addition costing less than $1,000 shall be deemed
ordinary maintenance.) The Board may designate the Manager to perform
the repairs, replacements, alterations and additions in an emergency,
and Manager may undertake such emergency repairs without consulting the
Board. Manager shall make such repairs, replacements, alterations and
additions with its own employees, by contracting with third parties in
the name of Association, or by a combination of both. Association shall
be responsible for the payment of all amounts necessary to effect such
repairs, replacements, alterations and additions.

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<PAGE> 4

To the extent that the work is performed by employees of Manager,
Association shall compensate Manager by paying it 125% of the
materials, wages, or salaries of the employees performing such work for
the actual time that they performed such work, which amounts
Association shall pay promptly after receipt of an invoice from
Manager. Manager shall keep accurate records of any such work.

f. Manager shall keep detailed accurate records in
chronological order, of the receipts and expenditures affecting the
Common Elements and itemizing the maintenance and repair expense of the
Common Elements and any other expenses incurred. Records and vouchers
authorizing the payments rendered shall be available for examination by
the Unit Owners at convenient hours of working days. Manager shall, as
a common expense, furnish the Association with a copy of an annual
compilation of such books and records.

g. Manager will prepare at its own expense, with the
assistance of an accountant, if need be, an operating budget setting
forth an itemized statement of the anticipated receipts and
disbursements for the new fiscal year based upon the then current
schedule of monthly assessments, and taking into account the general
condition of the Condominium. Each such budget shall be submitted to
the Board in final draft at least 30 days prior to the commencement of
the annual period for which it has been made. The budget shall serve as
a supporting document for the schedule of monthly assessments proposed
for the new fiscal year.

h. Manager shall not expend more than the total amount
budgeted in any fiscal year of the Association, nor exceed by more than
5% the amount budgeted for any individual item in any such fiscal year,
without first obtaining the prior written consent of the Board, except
in the event of an emergency.

i. Manger shall maintain businesslike relations with the Unit
Owners whose service requests shall be received, considered and
recorded in systematic fashion in order to show the action taken with
respect to each. Complaints of a serious nature shall, after thorough
investigation, be reported to the Board with appropriate
recommendations as part of a continuing program to resolve such
complaints and to provide for the full discharge of responsibilities of
the Manager and Unit Owners with reference thereto.

j. Manager shall cause to be placed and kept in force all of
those policies of insurance which are required by Article XI of the
Declaration of the Condominium, or authorized by the Board. Association
shall pay all premium costs, and assess the individual Owners prorated
share thereof. All of the various types of insurance shall be placed
with such companies, in such amounts, and with such beneficial
interests appearing therein as shall be acceptable

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<PAGE> 5

to the Board. Manager may have itself, the Declarant and appropriate
affiliates listed as additional insureds. Manager shall promptly
investigate and make a full written report as to all accidents or
claims for damage covered by any such policy of insurance and shall
cooperate and make any and all reports required by any insurance
company in connection therewith.

k. Manager shall, to the best of its ability, arrange for
whatever additional services are requested by Unit Owners beyond the
scope of regular condominium services. These extra services will be
billed to the Unit Owner who requests the services on a time and
material basis.

l. Manager shall establish and maintain a separate bank
account for the deposit of the moneys of the Condominium with authority
to draw thereon for any payments to be made by Manager to discharge any
liabilities or obligations of Association incurred pursuant to this
Agreement, including the payment of the management fee.

B. USE AGREEMENT

4. Identification of Property To Be Used. Subject to the conditions
hereinafter expressed, Association hereby grants use rights to Manager for the
following property (collectively "Use Property"):

a. that part of the Condominium designated "meeting rooms"
on the Plat of Condominium for the Wilderness Hotel
Condominium ("Meeting Rooms");

b. that part of the Condominium designated "lockerrooms and
restrooms" on the Plat of the Condominium (collectively
"Lockerrooms");

c. the telephone wiring system serving the Common Elements,
each Unit and any other outlet on the Condominium
("Telephone System");

d. that part of the Common Elements as may be mutually
agreed between Association and Manager as a location for
video, pinball and other games ("Game Room"); and

e. that part of the Common Elements as may be mutually
agreed between Association and Manager as a location for
food and drink vending machines or other means of
selling food and drink ("Vending Area").

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<PAGE> 6

5. Consideration. The obligations of the Manager pursuant to this
Agreement shall be the consideration for the Manager's use of the Use Property.
The parties hereto agree and this consideration is sufficient and adequate.

6. Use of Property. The Meeting Rooms shall be available for use of
Owners and the Occupants of the Condominium and Wilderness Hotel & Resort for
meetings and gatherings. The showers shall be available for use of the Owners
and the Occupants of the Condominium and Wilderness Hotel & Resort. Manager
shall use the Game Room and Vending Area only for the installation of Games to
be played and Vending Equipment to be used by Occupants of the Condominium or
the Wilderness & Resort.

7. Use of Telephone Equipment. The Association agrees to allow the
Manager to install telephone hardware equipment in each of the Units. The
Manager's telephone hardware equipment shall be the sole and exclusive telephone
hardware equipment in all of the Units. Manager agrees to operate the telephone
hardware equipment in conjunction with the telephone operations at the
Wilderness Hotel & Resort. All income from the telephone operations shall be
paid to the Manager.

8. Covenant of Quiet Enjoyment. Manager, upon performing all the other
terms of this Agreement, shall quietly have and enjoy the Property during the
term of this Agreement without hindrance or interference by anyone claiming by
or through Association or any Unit Owner.

9. Maintenance of the Property. Manager shall, at its own expense,
clean and perform ordinary maintenance on the Property in order to maintain it
in good and tenantable condition. Association shall be responsible for all
structural repairs and replacements to the Property, including but not limited
to the replacement of the Telephone System once it becomes obsolete or requires
replacement for any other reason. Manager shall perform all cleaning,
maintenance, repairs and replacement to the Meeting Rooms, Lockerrooms, Games,
Vending Equipment and any personal property which it places in the Common
Elements. Each party shall perform those cleaning, maintenance, repairs and
replacements for which it is responsible promptly, as and when necessary.

10. Taxes. Association or the Unit Owners of the Condominium shall pay
all real and personal property taxes on the Common Areas and the Property and
personalty owned by the Association. Manager shall pay all personal property
taxes on the Equipment and the personal property owned by Manager and placed in
the Common Elements. If the governmental authorities with taxing jurisdiction do
not separate the taxes on the personal property owned by or leased to Manager
from the taxes on the personal property of the Association, the parties shall
agree on a fair and reasonable means of allocating such taxes based on the
relative values of such personal property.

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<PAGE> 7

11. Utilities. Association shall pay all electric, gas, water, sewer
and other public utility charges attributable to the Property and the personal
property thereon during the term of this Agreement at the time such charges
become due and payable. If such charges are not separately metered from charges
payable by Wilderness Hotel & Resort and/or Unit Owners, the parties shall
allocate such charges on a fair and reasonable basis.

12. Charges to Unit Owners, Occupants and Guests. Manager may charge
Unit Owners and Occupants for each telephone call that they or their guests
place from the Unit.

13. Insurance. As set forth in paragraph 3.j above, Manager shall cause
to be placed and kept in force certain policies of insurance on behalf of
Association and Owners, including a policy of fire and extended hazards
insurance protecting all of the Property. Manager shall, at its own expense,
during the terms hereof, maintain fire and extended hazards insurance protecting
the Manager's personal property located on the Property. Manager shall also
secure, and the Association shall pay for a policy of public liability and
property damage insurance with respect to all of its obligations under this
Agreement, including its operations with respect to and upon the Property,
protecting Manager against such liability. Any policy taken out by Manager shall
have limits of at least $3,000,000 for personal injury and $500,000 for property
damage.

14. Damage or Destruction. Except as limited below, if, during the term
of this Agreement, fire or other casualty shall so damage or destroy any element
of the Property that it is untenantable or unfit for use, either Association or
Manager may terminate this Agreement upon thirty (30) days written notice to the
other. Except as limited below, if such damage does not render any of the
elements of the Property untenantable or unfit for use, Association or Manager
may so terminate this Agreement only if Association shall fail or refuse, within
thirty (30) days after such destruction, to agree in writing to restore the same
within ninety (90) days of such destruction.

15. Alterations, Improvements. Except as otherwise provided herein,
Manager shall not make any alterations or improvements to the Property, except
with the prior consent of Association and upon such terms to which Association
agrees.

16. Fixtures. Manager may install the Games, Vending Equipment and any
other machinery, equipment, apparatus and trade fixtures in the Property
(including but not limited to the Equipment) without obtaining the prior written
consent of Association. Manager shall have the right to remove from the Property
all such Games, Vending Equipment, machinery, apparatus, equipment and fixtures
prior to the expiration of the Agreement, whether or not they are attached to
the real estate, and Manager shall restore and repair said damage to the
Property caused by such removal, if so requested by Association.

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<PAGE> 8

17. Right of Entry. Association and the Unit Owners may enter the
Common Elements, Game Room and Vending Area at any time at which they are open
and may use the Telephone System at any time during normal business hours.
Manager shall establish and post the times at which the Common Elements, Game
Room and Vending Area shall be open.

18. Signs. Manager shall have the right to erect identification signs
throughout the Property.

19. Compliance With Applicable Laws. Manager, at its sole expense,
shall comply with all laws, orders, and regulations of federal, state and
municipal authorities, and with any lawful direction of any public office, which
shall impose any duty upon Association or Manager with respect to Manager's
activities on the Property. Manager, at its sole expense, shall obtain all
required licensees or permits for the conduct of its business of the Property,
and Association, when necessary, will join with Manager in applying for all such
permits or licenses.

20. Assignment and Sublease. Manager may assign, mortgage, or encumber
its rights under this Lease, or sublet or permit the Property or any part
thereof to be used by others.

21. Default. Neither Manager nor Association shall be deemed to have
defaulted or committed a breach of any covenant under this Lease unless it has
received written notice of such default or breach and failed to remedy such
default or breach within thirty (30) days of receipt of such notice. Any dispute
arising from an alleged breach of any other covenant by either party shall be
resolved by arbitration, as set forth below.

C. MISCELLANEOUS

22. Use of Name of Condominium. To the extent that the Association has
the right to use the name of the Condominium, it consents to Manager's
non-exclusive use of the name of the Condominium in any advertisements that it
places for the use of the occupancy Units.

23. Term. The initial term of this Agreement shall commence on the day
first written above and continue for an initial twenty (20) year term.
Thereafter, it shall automatically renew for like twenty (20) year terms, unless
otherwise terminated as provided herein.

24. Declaration and By-Laws. Manager shall make reasonable efforts to
fulfill its duties under this Agreement in conformity with the provisions of the
Declaration and By-Laws of the Condominium.

25. Definitions. Any terms not defined herein shall have the meaning
set forth in the Declaration.

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<PAGE> 9

26. Termination. This Agreement may be terminated at any time by
Manager upon sixty (60) days written notice. Upon assignment by Manager, this
contract may be terminated by the Association upon sixty (60) days written
notice. Subsequent to the initial election of the Association officers by the
Unit Owners (other than Agent or Wilderness Development Corporation), either
party may terminate this Agreement at any time by giving the other party at
least ninety (90) days written notice of its intent to terminate this Agreement.
Upon the initial approval of this Agreement by the Association after the initial
election of the Association officers by the Unit Owners (other than Agent or
Wilderness Development Corporation) termination of this Agreement by the
Association may be effectuated by the Association only upon: (a) Manager's
default and written notice to Manager of such default and Manager's right to
cure any alleged default within thirty (30) days of Manager's receipt of such
written notice; or (b) at least ninety (90) days prior to the expiration of any
term, written notice to Manager of the Association's intent not to renew this
Agreement for an additional twenty (20) year term, or (c) upon mutual written
agreement between the Association and Manager.

27. Arbitration. Except as expressly provided herein, any controversy
between the Manager and Association arising out of or relating to this Agreement
or the breach hereof shall be settled by arbitration. Either party may notify
the other that it intends to ask for arbitration at any time. If the parties
cannot resolve their disagreement within twenty (20) days of such notification
or cannot mutually agree on a third party to arbitrate their dispute, either
party may request the Chief Judge of the Sauk County Circuit Court, or if there
is none, the Judge of Branch 1, to designate such arbitrator. Any such
arbitration shall be conducted in accordance with the procedure set forth in
Chapter 788 of the Wisconsin Statutes or any successor thereto. The parties
shall divide equally the fees and expenses of the arbitrator. The arbitrator
shall have the power to award the victorious party part or all of its costs,
including reasonable attorneys fees, if the arbitrator believes the other party
was acting in bad faith in failing to reach agreement prior to or during
arbitration.

28. Entire Agreement. This Agreement shall constitute the entire
agreement between the contracting parties, and no alleged prior agreements,
either oral or in writing, shall be valid and enforceable.

29. Captions. The captions in this Agreement are for the convenience of
the parties only, and shall not be used to construe the meaning of any
provision.

30. Enforceability. If any provision of this Agreement or any specific
application shall be invalid or unenforceable, the remainder of this Agreement,
or the application of the provisions in other circumstances, shall not be
affected, and each provision shall be valid and enforceable to the fullest
extend permitted by law.

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<PAGE> 10

31. Notices. Any notice required to be given to Association or Manager
shall be sent or personally delivered to the following addresses respectively:

To Association:

Wilderness Condominium Association, Inc.
511 East Adams Street
Wisconsin Dells, WI 53965

To Manager:

Wilderness Hotel & Resort, Inc.
511 East Adams Street
Wisconsin Dells, WI 53965

With a Copy to:

Attorney Timothy C. Sweeney
and Attorney Patrick S. Sweeney
Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711

Either party shall notify the other of a change of address.

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<PAGE> 11

32. Successors and Assigns. This Agreement shall inure to the benefit
of and bind the parties, and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

ASSOCIATION:
WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC.
BY: WILDERNESS HOTEL & RESORT, INC., ONE OF ITS DECLARANTS

BY:______________________________________
Thomas J. Lucke, President
-NO CORPORATE SEAL-

ATTEST:___________________________________
S. Peter Helland, Jr., Secretary

MANAGER:
WILDERNESS HOTEL & RESORT, INC.

BY:_______________________________________
Thomas J. Lucke, President

-NO CORPORATE SEAL-
ATTEST:___________________________________
S. Peter Helland, Jr., Secretary

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<PAGE> 1

10-E Use and Access Agreement between
Owners, Registrant, Wilderness
Resort & Hotel, Inc., Wild Golf,
Inc. and Tom and Terri Lucke

<PAGE> 2

ACCESS/USE AGREEMENT

THIS ACCESS/USE AGREEMENT, made this ___ day of ____________, 1997
between and among WILDERNESS HOTEL & RESORT, INC., a Wisconsin corporation
("WH&RI"), WILD GOLF, INC., a Wisconsin corporation ("Wild Golf"), THOMAS J.
LUCKE AND TERRI L. LUCKE of Wisconsin Dells, Wisconsin ("Luckes") (WH&RI, WILD
GOLF and LUCKES, herein collectively referred to as "Grantors") and the
WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC., a Wisconsin non-stock
corporation ("Association") on behalf of all Association members who are hotel
condominium unit owners ("Owners") in the Wilderness Hotel Condominium, a hotel
condominium ("Condominium").

RECITALS

WHEREAS, WH&RI is the owner and operator of the Wilderness Hotel &
Resort located on a parcel of land at 511 East Adams Street, Wisconsin Dells,
Sauk County, Wisconsin ("Wilderness Hotel & Resort"); and

WHEREAS, the Luckes are owners of the land upon which the Wilderness
Hotel & Resort is located and have, as Lessors, entered into a long-term land
lease of the Wilderness Hotel & Resort land with WH&RI, as Lessee; and

WHEREAS, Wild Golf is the owner and operator of the golf course which
is adjacent to and operated in conjunction with the Wilderness Hotel & Resort;
and

WHEREAS, the Association, on behalf of present and future Owners of the
Condominium, by virtue of an Owner's purchase of a hotel Condominium unit (the
"Unit") desires to secure for the Owners certain access and use rights to the
Wilderness Hotel & Resort and its amenities and the Grantors are willing to
extend certain access and use rights.

NOW, THEREFORE, in consideration of the mutual covenants herein, and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

1. Wilderness Hotel & Resort Access Grant. Subject to the terms and
conditions as set forth in this Agreement, Grantors hereby grant to Owners
access to and use of the recreational and other facilities in the Wilderness
Hotel & Resort, including the Wilderness Hotel & Resort's indoor/outdoor
swimming pools, water games, slides, lobbies, snack bars, gift shop, lockerrooms
and public restrooms (the "Facilities") on the same basis and at the same cost
(if any) that the Facilities are utilized by paying patrons of the Wilderness
Hotel & Resort. This access and use of the Facilities are intended for the
benefit of the Owners and the transient hotel rental tenants (the "Occupants")
and guests of an Owner's Unit (the "Guests"), subject to rules and regulations
regarding the Facilities.

2. Golf Benefits. Wild Golf hereby grants to Owners the right to
purchase green fees at the Wilderness Golf Course (the

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<PAGE> 3

"Golf Facility") at 50% of the green fee rate applicable at time of play (the
"Golf Benefits"). This benefit shall apply only to a maximum of two Owners of
Units of record in the Condominium as shown on the books of the Association.
Notwithstanding anything contained in this Agreement to the contrary, the
benefit related to the Golf Facility shall not be available to any guest of the
Owner and/or any person renting the Unit.

3. Conditions Precedent. Conditions precedent to the access, use,
benefits and rights as granted in paragraphs 1 and 2 above ("Privileges") shall
be:

a. Ownership. A person must be an Owner of a Unit in the Condominium
and a member of the Association, as provided in paragraph 1 above, an
Occupant of Owner's Unit or a Guest of Owner in the Unit. The Occupants
and Guests of a Unit shall not, however, be entitled to the Golf Benefits
as described in Paragraph 2 above.

b. Good Standing. The Owner must be in good standing with the
Association and not in default of any Association dues, assessments, or in
default of any of the terms, conditions or provisions as provided in the
Association's Articles of Incorporation, By-Laws, Rules and Regulations
and/or the Condominium Declaration.

c. Management and Use Agreement and Rental Pooling and Agency
Agreements. The Management and Use Agreement and the Rental Pooling and
Agency Agreement (as described herein), or any extension, renewal or
amendment thereto, between the Owners and/or the Association and
Wilderness Development Corporation and Wilderness Hotel & Resort, Inc.,
respectively, (or its successors and/or assigns) originally dated the ___
day of _______________, 1997, in respect to the Management and Use
Agreement and at various dates, in respect to the Rental Pooling and
Agency Agreement, must be in full force and effect, unless cancellation
thereof was solely attributable to Wilderness Hotel & Resort, Inc. and/or
Wilderness Development Corporation or their successors' and/or assigns'
election and option.

4. Term. The term of this Agreement shall commence as of the day first
written above and shall continue for an initial twenty (20) year term.
Thereafter, this Agreement shall automatically renew for like twenty (20) year
terms, unless otherwise terminated as provided herein.

5. Termination. This Agreement shall terminate as to the Association
and all Owners, or to individual Owners, as the case may be, upon thirty (30)
days written notice to the Owner or Owners that any of the conditions precedent
as provided in paragraph 3 above exist, and the failure on the part of an Owner
or Owners to cure the condition precedent within said thirty (30) day notice
period. Upon the initial approval of this Agreement by the Association, after
the initial election of the Association officers

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<PAGE> 4

by the Unit Owners (other than Grantors or Wilderness Development Corporation),
termination of this Agreement by the Association may be effectuated by the
Association, providing Grantors (their successors and/or assigns) give at least
ninety (90) days written notice of the Association's intent to terminate this
Agreement.

6. Use Fee. The Owners, by and through the Association, shall pay to
the Grantors, their successors and/or assigns, a fee assessed and payable on a
monthly basis which shall be in an amount reasonably related to each Unit's
prorated share of the cost of operating, maintaining, repairing and funding
replacement reserves for the Facilities and the Golf Facilities.

7. Damage or Destruction. If, during the term of this Agreement, fire
or other casualty shall so damage or destroy any element of the Wilderness Hotel
& Resort that it is untenantable, or unfit for use, the rights granted hereunder
shall be suspended until such time as Grantors elect to and complete actions
necessary to make the Wilderness Hotel & Resort tenantable and fit for use. This
Agreement shall impose no duty upon the Grantors to restore the Wilderness Hotel
& Resort to its pre-destruction condition. This Agreement shall terminate as to
any Facilities not rebuilt because of fire, casualty, damage or destruction to
the Wilderness Hotel & Resort or any portion thereof.

8. Management and Control. Grantors shall retain full management and
control of the Wilderness Hotel & Resort and the Facilities and Golf Facility,
and this Agreement shall impose no further duty upon Grantors in addition to the
duties owned by Grantors to its Occupants and Guests.

9. Compliance With Applicable Laws and Rules. Owners shall comply with
all laws, orders and regulations of federal, state and municipal authorities,
and with any lawful direction of any public officer, and shall follow such rules
and regulations as set forth by the Grantors and any direction of Grantors'
employees or agents with respect to the Owners' activities at the Wilderness
Hotel & Resort and its Facilities and Golf Facilities.

10. Assignment. This Agreement may be assigned by Grantors to any of
their successors in interest. Any such assignment shall relieve Grantors from
any and all liabilities and duties hereunder and the same shall be assumed by
Grantors' successors and/or assigns.

11. Arbitration. Except as expressly provided herein, any controversy
between the parties arising out of or relating to this Agreement or the breach
hereof shall be settled by arbitration. Either party may notify the other that
it intends to ask for arbitration at any time. If the parties cannot resolve
their disagreement within twenty (20) days of such notification or cannot
mutually agree on a third party to arbitrate their dispute, either party may
request the Chief Judge of the Sauk County Circuit Court, or if there is none,
the Judge of Branch 1, to designate such arbitrator. Any such arbitration shall
be conducted in

-3-
E-107
<PAGE> 5

accordance with the procedure set forth in Chapter 788 of the Wisconsin Statutes
or any successor thereto. The parties shall divide equally the fees and expenses
of the arbitrator. The arbitrator shall have the power to award the victorious
party part or all of its costs, including reasonable attorneys fees, if the
arbitrator believes the other party was acting in bad faith in failing to reach
agreement prior to or during arbitration.

12. Entire Agreement. This Agreement shall constitute the entire
agreement between the contracting parties, and no alleged prior agreements,
either oral or in writing, shall be valid and enforceable.

13. Captions. The captions in this Agreement are for the convenience of
the parties only, and shall not be used to construe the meaning of any
provision.

14. Enforceability. If any provision of this Agreement or any specific
application shall be invalid or unenforceable, the remainder of this Agreement,
or the application of the provisions in other circumstances, shall not be
affected, and each provision shall be valid and enforceable to the fullest
extend permitted by law.

15. Notices. Any notice required to be given to Association or Manager
shall be sent or personally delivered to the following addresses respectively:

To Grantors:

Wilderness Hotel & Resort, Inc.
511 East Adams Street
Wisconsin Dells, WI 53965

Wild Golf, Inc.
511 East Adams Street
Wisconsin Dells, WI 53965

Thomas J. Lucke and Terri L. Lucke
511 East Adams Street
Wisconsin Dells, WI 53965

With a copy to:

Attorney Timothy C. Sweeney and
Attorney Patrick S. Sweeney
Sweeney & Sweeney, S.C.
440 Science Drive, 4th Floor
Madison, WI 53711

To Association:

Wilderness Hotel Condominium Association, Inc.
511 East Adams Street
Wisconsin Dells, WI 53965

-4-
E-108
<PAGE> 6

To Owners:

Last address as shown on the books of the Association.

All parties shall notify the others of a change of address.

16. Successors and Assigns. This Agreement shall inure to the benefit
of and bind the parties, and their respective successors and assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

GRANTORS:
WILDERNESS HOTEL & RESORT, INC.

BY:______________________________________
Thomas J. Lucke, President
-NO CORPORATE SEAL-
ATTEST:___________________________________
S. Peter Helland, Jr., Secretary

WILD GOLF, INC.

BY:______________________________________
Thomas J. Lucke, President
-NO CORPORATE SEAL-
ATTEST:___________________________________
S. Peter Helland, Jr., Secretary

__________________________________________
Thomas J. Lucke

__________________________________________
Terri L. Lucke

ASSOCIATION:
WILDERNESS HOTEL CONDOMINIUM ASSOCIATION, INC.

BY:______________________________________
Thomas J. Lucke, President
-NO CORPORATE SEAL-
ATTEST:___________________________________
S. Peter Helland, Jr., Secretary

OWNERS:

__________________________________

-5-
E-109

<PAGE> 1

8 Tax Opinion

<PAGE> 2
[SWEENEY & SWEENEY, S.C. LETTERHEAD]

June 30, 1997

Wilderness Development Corporation
511 East Adams Street
Wisconsin Dells, WI 53965

Gentlemen:

You plan to offer for sale up to 133 hotel condominium units in the
Wilderness Resort Hotel (the "Units") pursuant to a registration statement filed
with the United States Securities and Exchange Commission, dated May 6, 1997
(the "Registration Statement"). A condition to your sale of each Unit will be
that the prospective purchaser will to require to enter into a Rental Pooling
and Agency Agreement in the form of Exhibit 4-B to the Registration Statement
(the "RPA Agreement"). You have requested our opinion as to certain federal
income tax consequences of the organization and operation of the Units under the
RPA Agreements.

Our opinion is based upon the facts and representations set forth in
the Registration Statement, including the exhibits thereto, and certain
additional facts and representations you have furnished to us as of the date
hereof. Further, our opinion is based on the provisions of statutes and
regulations in effect as of the date hereof and on judicial and administrative
interpretations of such statutes and regulations which have been published as of
the date hereof.

Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that:

1. The arrangement created by the RPA Agreements, in the aggregate,
will create an association taxable as a partnership for federal income tax
purposes; and

2. The discussion in the Registration Statement under the caption
"Income Tax Information" is an accurate summary of the material federal income
tax consequences to the typical purchaser of a Unit. The reader is referred to
the "Income Tax Information"

E-110
<PAGE> 3

Wilderness Development Corporation
June 30, 1997
Page 2

discussion in the Registration Statement for specific income tax information to
which this opinion applies.

Our opinion is subject to the condition that the Units and the rental
pool associated with the Units be operated in accordance with the facts and
representations set forth in the Registration Statement, including the exhibits
thereto, and those certain additional facts and representations you have
furnished to us as of the date hereof. Further, our opinion may change as a
result of changes to statutes and regulations or as a result of additional
judicial or administrative interpretations of such statutes and regulations.
Further, the income tax consequences of investing in a hotel condominium Unit
are complex and not necessarily the same for all investors. Accordingly, each
prospective investor should consult their own tax advisor concerning federal,
state and local income and other tax laws that may apply to his/her ownership of
a Unit.

We hereby consent to the references to this opinion in the Registration
Statement and all amendments thereto. We further consent to the use of this
opinion as an exhibit to the Registration Statement.

Very truly yours,

SWEENEY & SWEENEY, S.C.

Patrick S. Sweeney
For the Firm

E-111

<PAGE> 1

17 Unit Description

<PAGE> 2
the
WiLDERNESS LUXURY CONDOMINIUM SUITES
PHASE I & II

<TABLE>
<CAPTION>
STARTING AT SLEEPS PHASE I PHASE II
PRICE TYPE DESCRIPTION Up to SQFT # of Units # of Units TOTAL
- - - ----- ---- ----------- ----- ---- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
$114,900 A-1 Single Queen Condo 6 729 8 10 18
$117,900 A Single Queen Condo - Golf & Poolviews 6 729 10 10 20
$128,900 B-1 Double Queen Condo with Loft 6 939 4 5 9
$131,900 B Double Queen Condo with Loft - with views 6 939 5 5 10
$130,900 C-1 Large One Bedroom Condo 6 908 9 12 21
$133,900 C Large One Bedroom Condo - with views 6 908 7 12 19
$145,900 D-1 Large Two Bedroom Condo 6 1184 4 6 10
$148,900 D Large Two Bedroom Condo -with views 6 1184 4 6 10
$187,900 E Deluxe Two Bedroom Condo - with views 6 1437 4 4 8
$207,900 F Large Three Bedroom Condo - with views 8 1824 2 2 4
$182,900 G Super Deluxe Two Bedroom Condo - with views 8 1304 2 0 2
$177,900 H Super Deluxe Two Bedroom Condo - with views 8 1304 2 0 2
------- ---------- ---------- -----
TOTALS 129,551 61 72 133

</TABLE>

NOTE: PHASE II UNIT PURCHASE PRICES WILL BE AN ADDITIONAL $10,000.
A-1 \
B-1 --> Units that face parking and distant golf views (west & north)
C-1 /

D-1

A ---
B |
C |
D ---> Units that face pool and golf (east & south)
E |
F |
G |
H ---

<PAGE> 3

PHASE I
PRICE LIST

FIRST FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
1149 A-1 $114,900
1154 A $120,900
1151 C-1 $130,900
1156 C $136,900
1153 C-1 $130,900
1158 C $136,900
1155 A-1 $114,900
1160 A $120,900
1157 A-1 $114,900
1162 A $120,900
1159 C-1 $130,900
1164 C $136,900
1161 C-1 $130,900
1166 C $136,900
1163 A-1 $114,900
1168 A $120,900
1170 E $193,900
1172 E $193,900
1174 A $120,900
----------
TOTAL $2,523,100
==========
</TABLE>

SECOND FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
2249 A-1 $114,900
2250 G $182,900
2251 C-1 $130,900
2252 H $177,900
2253 C-1 $130,900
2254 A $117,900
2255 A-1 $114,900
2256 C $133,900
2257 A-1 $114,900
2258 C $133,900
2259 C-1 $130,900
2260 A $117,900
2261 C-1 $130,900
2262 A $117,900
2263 A-1 $114,900
2264 C $133,900
2266 C $133,900
2268 A $117,900
2270 E $187,900
2272 E $187,900
2274 A $117,900
----------
TOTAL $2,844,900
==========
</TABLE>

THIRD FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
3349 B-1 $128,900
3350 G $182,900
3351 D-1 $145,900
3352 H $177,900
3353 D-1 $145,900
3354 B $131,900
3355 B-1 $128,900
3356 D $148,900
3357 B-1 $128,900
3358 D $148,900
3359 D-1 $145,900
3360 B $131,900
3361 D-1 $145,900
3362 B $131,900
3363 B-1 $128,900
3364 D $148,900
3366 D $148,900
3368 B $131,900
3370 F $207,900
3372 F $207,900
3374 B $131,900
----------
TOTAL $3,130,900
==========
</TABLE>

E-113
<PAGE> 4

PHASE II
PRICE LIST

FIRST FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
1165 C-1 $140,900
1167 C-1 $140,900
1169 A-1 $124,900
1171 A-1 $124,900
1173 C-1 $140,900
1175 C-1 $140,900
1176 C $146,900
1177 A-1 $124,900
1178 C $146,900
1179 A-1 $124,900
1180 A $130,900
1181 C-1 $140,900
1182 E $203,900
1183 C-1 $140,900
1184 E $203,900
1185 A-1 $124,900
1186 A $130,900
1188 C $146,900
1190 C $146,900
1192 A $130,900
1194 A $130,900
1196 C $146,900
1198 C $146,900
1200 A $130,900
----------
TOTAL $3,413,600
==========
</TABLE>

SECOND FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
2265 C-1 $140,900
2267 C-1 $140,900
2269 A-1 $124,900
2271 A-1 $124,900
2273 C-1 $140,900
2275 C-1 $140,900
2276 C $143,900
2277 A-1 $124,900
2278 C $143,900
2279 A-1 $124,900
2280 A $127,900
2281 C-1 $140,900
2282 E $197,900
2283 C-1 $140,900
2284 E $197,900
2285 A-1 $124,900
2286 A $127,900
2288 C $143,900
2290 C $143,900
2292 A $127,900
2294 A $127,900
2296 C $143,900
2298 C $143,900
2300 A $127,900
----------
TOTAL $3,368,600
==========
</TABLE>

THIRD FLOOR

<TABLE>
<CAPTION>
UNIT # TYPE PRICE
------ ---- -----
<S> <C> <C>
3365 D-1 $155,900
3367 D-1 $155,900
3369 B-1 $138,900
3371 B-1 $138,900
3373 D-1 $155,900
3375 D-1 $155,900
3376 D $158,900
3377 B-1 $138,900
3378 D $158,900
3379 B-1 $138,900
3380 B $141,900
3381 D-1 $155,900
3382 F $217,900
3383 D-1 $155,900
3384 F $217,900
3385 B-1 $138,900
3386 B $141,900
3388 D $158,900
3390 D $158,900
3392 B $141,900
3394 B $141,900
3396 D $158,900
3398 D $158,900
3400 B $141,900
----------
TOTAL $3,728,600
==========
</TABLE>

E-114

<PAGE> 1

18 Economic Model and Information

<PAGE> 2

The information contained on the following pages are estimated room rentals,
management fees, expenses incurred with the Association costs including the Use
and Access Fee, a breakdown of the charges which are estimated to comprise the
User Fee and an allocation of these costs between Phases I and II and the
existing non-condominium hotel units is also included. These figures are merely
estimates and obviously are subject to change.

<PAGE> 3

WILDERNESS CONDOMINIUM ASSOCIATION
COMBINED PHASE I & II SCENARIO -&- PHASE I ONLY SCENARIO

<TABLE>
<CAPTION>
133 Units 61 Units
Full Year Full Year
--------- ---------
<S> <C> <C> <C> <C>
ROOM RENTALS $4,871,083 $2,256,306
MANAGEMENT FEES 35% $1,704,879 $789,707
---------- ----------
NET TO OWNERS $3,166,204 $1,466,599

ASSOCIATION COST ANNUAL BUDGET

Full Year Full Year
--------- ---------
EXPENSES:

Insurance (Building & Liability) $25,000 15,000
Directors/Officers Insurance $1,170 1,000
Electricity and Gas $106,400 50,000
Linens $15,000 15,000
Laundry $45,000 25,000
Permits & Licenses $3,000 2,000
Water & Sewer $30,000 15,000
Repairs & Maintenance/Replacement $25,000 10,000
Legal & Accounting $4,000 4,000
Supplies $65,000 35,000
Salaries - Association $2,500 2,500
Satellite Service $10,000 6,000
Telephone ($30 per month per condo) $47,160 21,960
User Fee $480,635 325,975
---------- ---------- Association
Total $859,865 $528,435 User Fees
Avg./Unit $6,465 $8,663
========== ==========
WILDERNESS CONDOMINIUM ASSOCIATION
COMBINED (PHASE I, PHASE II AND EXISTING HOTEL UNITS)

USER FEE LEDGER

Full Year Full Year
--------- ---------
Supplies-Pool & Garbage $100,000 $100,000
Salaries-Management/Administrative/Security $150,000 $120,000
Salaries -General for Common Areas $50,000 $50,000
Salaries-Maintenance $120,000 $100,000
Salaries-Swim $190,000 $190,000
Taxes-FICA $20,000 $18,000
Taxes-Unemployment $7,000 $5,000
Taxes-Real Estate for Common Areas $100,000 $90,000
Utilities-Common Areas $225,000 $225,000
Garbage Removal $20,000 $20,000
Insurance on Building/Liability $30,000 $25,000
Replacement/Maintenance for Common Areas $35,000 $25,000
Flowers $35,000 $35,000
---------- ----------
TOTAL $1,082,000 $1,003,000
========== ==========

ALLOCATION CALUCLATIONS FOR PHASE I & II:

Total User Fees for Phase I, II & Existing Hotel $1,082,000 $1,003,000 (1)
SQFT Ratio: Phase I&II/Phase I,II,&Existing Hotel 68.34% 50.00% (2)
Product of (1) * (2) $739,439 $501,500 (3)
1 - Management Fee % or (1-35%) 65.00% 65.00% (4)
Product of (3) * (4) $480,635 $325,975
========== ==========
</TABLE>

E-115

<PAGE> 4

The following is an application of the formula found on page 45. This will
allocate, by square footage and percent of total square footage, how each Rental
Pool will be charged for their appropriate share of Condominium Association Fee,
including User Fee Costs. Further, this chart allocates such charges not only to
each specific pool in the seven Rental Pools, but to each Unit within that
Rental Pool. Further note that a combined Phase I and Phase II and a Phase I
only breakdown has been prepared.

<PAGE> 5

COMBINED ASSOCIATION COMMON COSTS
ANNUAL BUDGET

COMBINED PHASE I AND II

<TABLE>
<CAPTION>
TOT. POOL ANNUAL
RENTAL # of PHASE I & II ASSOCIATION POOL COSTS
POOL UNITS SQFT % of TOTAL COSTS PER UNIT
---- ----- ---- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
A 38 27,702 21.38% $183,866 $4,839
B 19 17,841 13.77% $118,416 $6,232
C 40 36,320 28.04% $241,066 $6,027
D 20 23,680 18.28% $157,171 $7,859
E 8 11,496 8.87% $76,302 $9,538
F 4 7,296 5.63% $48,426 $12,106
G&H 4 5,216 4.03% $34,620 $8,655
---- ------- ------- -------- --------
TOTAL 133 129,551 100.00% $859,865

68.34% Phase I&II
Phase I,II & Existing Units
</TABLE>

PHASE I ONLY

<TABLE>
<CAPTION>
TOT. POOL ANNUAL
RENTAL # of PHASE I ASSOCIATION POOL COSTS
POOL UNITS SQFT % of TOTAL COSTS PER UNIT
---- ----- ---- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
A 18 13,122 21.80% $115,213 $6,401
B 9 8,451 14.04% $74,201 $8,245
C 16 14,528 24.14% $127,558 $7,972
D 8 9,472 15.74% $83,166 $10,396
E 4 5,748 9.55% $50,468 $12,617
F 2 3,648 6.06% $32,030 $16,015
G&H 4 5,216 8.67% $45,797 $11,449
---- ------- ------- -------- --------
TOTAL 61 60,185 100.00% $528,435

50.06% Phase I
Phase I & Existing Units
</TABLE>

E-116

<PAGE> 6

THE
WILDERNESS HOTEL & RESORT
JUNE - DECEMBER 1995
OCCUPANCY REPORT

<TABLE>
<CAPTION>
WILDERNESS

ROOM TOTAL ROOMS TOTAL ROOMS AVE. PRICE PER OCCUPANCY
MONTH SALES RENTED AVAILABLE RENTED UNIT PERCENT
----- ----- ------ --------- ----------- -------
<S> <C> <C> <C> <C> <C>
June $201,181 2,064 2,370 $97.47 87.09%

July $342,238 2,447 2,449 $139.86 99.92%

August $318,955 2,440 2,449 $130.72 99.63%

September $104,467 1,231 2,370 $84.85 51.94%

October $81,697 1,166 2,449 $70.06 47.61%

November $43,146 648 2,370 $66.58 27.34%

December $50,362 701 2,449 $71.84 28.62%
---------- ---------- ---------- ------------ ------------
TOTAL $1,142,046 10,697 16,906 $106.76 63.27%
========== ========== ========== ============ ============
</TABLE>

E-117

<PAGE> 7

THE
WILDERNESS HOTEL & RESORT
JANUARY - DECEMBER 1996
OCCUPANCY REPORT

<TABLE>
<CAPTION>
WILDERNESS

ROOM TOTAL ROOMS TOTAL ROOMS AVE. PRICE PER OCCUPANCY
MONTH SALES RENTED AVAILABLE RENTED UNIT PERCENT
---------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
January $62,099 901 2,449 $68.92 36.79%

February $86,451 1,245 2,291 $69.44 54.34%

March $122,794 1,676 2,449 $73.27 68.44%

April $110,736 1,503 2,370 $73.68 63.42%

May $127,076 1,498 2,803 $84.83 53.44%

June $383,086 3,099 4,140 $123.62 74.86%

July $652,218 4,020 4,278 $162.24 93.97%

August $624,028 4,022 4,278 $155.15 94.02%

September $168,029 2,048 4,140 $82.05 49.47%

October $137,507 1,807 4,278 $76.10 42.24%

November $86,815 1,110 4,140 $78.21 26.81%

December $95,450 1,067 4,278 $89.46 24.94%

----------- ----------- ----------- ----------- ----------
TOTAL $2,656,289 23,996 41,894 $110.70 57.28%
=========== =========== =========== =========== ==========
</TABLE>

E-118

<PAGE> 8

This chart projects Gross Rental Income broken down by phases, types of Units
and specific Rental Pools. These projections are estimates and are subject to
change.

<PAGE> 9

FULL YEAR
ACTUAL 1996 OCCUPANCY STATS USED FOR
1998 PHASE I & II RENT PROJECTION SUMMARY

<TABLE>
<CAPTION>
PHASE I PHASE II PHASE I
ESTIMATED ESTIMATED PHASE I POOL CONTRIB.
Pool Type Rent/Unit/Year Rent/Unit/Year Gross Rent Rent/Unit/Year
- - - ---- ---- -------------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
A-1 $29,210 $29,210 $233,680 $29,816
A A $30,300 $30,300 $303,000 $29,816
B-1 $32,980 $32,980 $131,920 $33,469
B B $33,860 $33,860 $169,300 $33,469
C-1 $35,847 $35,847 $322,621 $36,239
C C $36,742 $36,742 $257,195 $36,239
D-1 $40,189 $40,189 $160,757 $40,785
D D $41,381 $41,381 $165,523 $40,785
E E $52,014 $52,014 $208,057 $52,014
F F $58,466 $58,466 $116,933 $58,466
G G $46,830 $46,830 $93,660 $46,830
H H $46,830 $46,830 $93,660 $46,830
------------
TOTALS 2,256,306
</TABLE>

<TABLE>
<CAPTION>
PHASE II TOTAL PHASES
PHASE II POOL CONTRIB. TOTAL PHASES POOL CONTRIB.
Pool Type Gross Rent Rent/Unit/Year Gross Rent Rent/Unit/Year
- - - ---- ---- ---------- -------------- ---------- --------------
<S> <C> <C> <C> <C> <C>
A-1 $292,100 $29,755 $525,780 $29,784
A A $303,000 $29,755 $606,000 $29,784
B-1 $164,900 $33,420 $296,820 $33,443
B B $169,300 $33,420 $338,600 $33,443
C-1 $430,162 $36,295 $752,783 $36,272
C C $440,906 $36,295 $698,102 $36,272
D-1 $241,135 $40,785 $401,892 $40,785
D D $248,285 $40,785 $413,808 $40,785
E E $208,057 $52,014 $416,114 $52,014
F F $116,933 $58,466 $233,865 $58,466
G G $0 $0 $93,660 $46,830
H H $0 $0 $93,660 $46,830
------------ ----------
2,614,777 $4,871,083
</TABLE>

E-119

<PAGE> 10
The following is a breakdown of projected average room rates, projected number
of days renting (which determines the occupancy rate), the total revenue, funds
available to contribution for each Unit's Rental Pool, the total pool revenue to
each Owner, projected costs involved in financing, annual costs to operate the
Unit and a projected cash on cash return. These projections have been provided
for complete buildout and for the event only Phase I is built. Once again, these
are projections based on specific assumptions which are stated herein regarding
projected number of days rented, projected average rate, projected occupancy,
assumed financing amounts and terms and projected costs.

<PAGE> 11

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WILDERNESS LUXURY
CONDOMINIUM SUITES

Single Queen Condo: A-1 TYPE
Price: $114,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are shown to provide a
potential purchaser (1) an idea of a breakeven analysis and then (2) what the
Wilderness Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Actual 1996 if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- ---- --- ----- -------
<S> <C> <C> <C> <C>
Sept.-May $115 138 50.5% $15,870
June $145 22 73.3% $3,190
July $175 29 93.5% $5,075
August $175 29 93.5% $5,075
------------------------------------------------------------------------
Full Year $29,210

35% FULL YEAR Rental Fee to WH&R,Inc. $10,224

FULL YEAR Contribution to Pool $18,987

FULL YEAR Pool Revenue to Owner 19,359

SALES PRICE $114,900
20% Down 22,980
80% Financing 91,920
9.00% Monthly Pmt 740
30 (years)
</TABLE>

<TABLE>
<CAPTION>
ANNUAL COSTS: Phase I & II Phase I Only
Full Year Full Year
--------- ---------
<S> <C> <C>
Loan Pmt 8,875 8,875
Assoc.Dues 4,839 6,401
Credit Card Disc 200 200
0.022 R.E. Taxes 2,528 0
-----------------------------------------------------
TOTAL 16,442 15,476
</TABLE>

CASH-ON-CASH RETURN:

<TABLE>
<CAPTION>
Phase I & II Phase I Only
Full Year Full Year
--------- ---------
<S> <C> <C>
Down Pmt 22,980 22,980
Cash to Owner 2,918 3,883
Return 12.70% 16.90%
</TABLE>

Note: For each condominium unit type, the net to owner rent figure exceeds the
total annual costs based on these projections. Therefore, the selling price
alone is justified by the rental potential of these units; a rental potential
which is bound to increase once golf is established. Also, additional tax
savings may be realized after accounting for the unit's depreciation. For
specific tax consequences, please refer to your accountant.

E-120

<PAGE> 12
ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WILDERNESS LUXURY
CONDOMINIUM SUITES

Single Queen Condo: A TYPE
Price: $117,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Actual 1996 if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $115 138 50.5% $15,870
June $155 22 73.3% $3,410
July $190 29 93.5% $5,510
August $190 29 93.5% $5,510
----------------------------------------------------------------------
Full Year $30,300

35% Full Year Rental Fee to WH&R,Inc. $10,605

Full Year Contribution to Pool $19,695

Full Year Pool Revenue to Owner 19,359

SALES PRICE $117,900
20% Down 23,580
80% Financing 94,320
9.00% Monthly Pmt 759
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
------------ ------------
Loan Pmt 9,107 9,107
Assoc.Dues 4,839 6,401
Credit Card Disc 200 200
0.022 R.E. Taxes 2,594 0
----------------------------------------------------
TOTAL 16,739 15,708

CASH-ON-CASH RETURN:

Phase I & II Phase I Only
Full Year Full Year
------------ ------------
Down Pmt 23,580 23,580
Cash to Owner 2,620 3,652
Return 11.11% 15.49%
</TABLE>

E-121

<PAGE> 13

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WiLDERNESS LUXURY
CONDOMINIUM SUITES

Double Queen Condo with Loft: B-1 Type
Price: $128,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Actual 1996 if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $130 138 50.5% $17,940
June $159 22 73.3% $3,498
July $199 29 93.5% $5,771
August $199 29 93.5% $5,771
-----------------------------------------------------------------------------
FULL YEAR $32,980

35% FULL YEAR Rental Fee to WH&R,Inc. $11,543

FULL YEAR Contribution to Pool $21,437

FULL YEAR Pool Revenue to Owner 21,738

Sales Price $128,900
20% Down 25,780
80% Financing 103,120
9.00% Monthly Pmt 830
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 9,957 9,957
Assoc.Dues 6,232 8,245
Credit Card Disc 220 220
0.022 R.E. Taxes 2,836 0
----------------------------------------------------------
TOTAL 19,245 18,421

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 25,780 25,780
Cash to Owner 2,493 3,317
Return 9.67% 12.87%
</TABLE>

E-122

<PAGE> 14
ASSUMES PHASE I & II COMBINED & PHASE I ONLY SCENARIOS

the
WILDERNESS LUXURY
CONDOMINIUM SUITES

Double Queen Condo with Loft: B Type
Price: $131,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Actual 1996 if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $130 138 50.5% $17,940
June $170 22 73.3% $3,740
July $210 29 93.5% $6,090
August $210 29 93.5% $6,090
---------------------------------------------------------------------------------
FULL YEAR $33,860

35% FULL YEAR Rental Fee to WH&R,Inc. $11,851

FULL YEAR Contribution to Pool $22,009

FULL YEAR Pool Revenue to Owner 21,738

SALES PRICE $131,900
20% Down 26,380
80% Financing 105,520
9.00% Monthly Pmt 849
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 10,188 10,188
Assoc.Dues 6,232 8,245
Credit Card Disc 220 220
0.022 R.E. Taxes 2,902 0
-------------------------------------------------
TOTAL 19,543 18,653

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 26,380 26,380
Cash to Owner 2,195 3,085
Return 8.32% 11.69%
</TABLE>

E-123

<PAGE> 15
ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WiLDERNESS LUXURY
CONDOMINIUM SUITES

Large One Bedroom Condo: C-1 Type
Price: $130,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Projected if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $130 158 58.0% $20,584
June $159 23 78.0% $3,721
July $199 29 93.5% $5,771
August $199 29 93.5% $5,771
----------------------------------------------------------------------------
FULL YEAR $35,847

35% FULL YEAR Rental Fee to WH&R,Inc. $12,546

FULL YEAR Contribution to Pool $23,300

FULL YEAR Pool Revenue to Owner 23,577

SALES PRICE $130,900
20% Down 26,180
80% Financing 104,720
9.00% Monthly Pmt 843
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 10,111 10,111
Assoc.Dues 6,027 7,972
Credit Card Disc 240 240
0.022 R.E. Taxes 2,880 0
-----------------------------------------------
TOTAL 19,258 18,324

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 26,180 26,180
Cash to Owner 4,319 5,253
Return 16.50% 20.07%
</TABLE>

This unit appeals to many different groups because of its amenities. It would
appeal to a couple or couples or a family. So we expect the occupancy should be
greater because it is a true honeymoon suite and multi-purpose unit.

E-124

<PAGE> 16

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

THE
WILDERNESS LUXURY
CONDOMINIUM SUITES

LARGE ONE BEDROOM CONDO: C TYPE
PRICE: $133,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Projected if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.- May $130 158 58.0% $20,584
June $170 23 78.0% $3,978
July $210 29 93.5% $6,090
August $210 29 93.5% $6,090
----------------------------------------------------------------------------
FULL YEAR $36,742

35% FULL YEAR Rental Fee to WH&R,Inc. $12,860

FULL YEAR Contribution to Pool $23,882

FULL YEAR Pool Revenue to Owner 23,577

SALES PRICE $133,900
20% Down 26,780
80% Financing 107,120
9.00% Monthly Pmt 862
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 10,343 10,343
Assoc.Dues 6,027 7,972
Credit Card Disc 240 240
0.022 R.E. Taxes 2,946 0
---------------------------------------------
TOTAL 19,555 18,555

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 26,780 26,780
Cash to Owner 4,021 5,022
Return 15.02% 18.75%
</TABLE>

E-125

<PAGE> 17
ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

THE
WILDERNESS LUXURY
CONDOMINIUM SUITES

LARGE TWO BEDROOM CONDO WITH LOFT: D-1 TYPE
PRICE: $145,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Projected if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $155 150 55.0% $23,273
June $185 23 75.0% $4,163
July $220 29 93.5% $6,377
August $220 29 93.5% $6,377
----------------------------------------------------------------------------------
FULL YEAR $40,189

35% FULL YEAR Rental Fee to WH&R,Inc. $14,066

FULL YEAR Contribution to Pool $26,123

FULL YEAR Pool Revenue to Owner 26,510

SALES PRICE $145,900
20% Down 29,180
80% Financing 116,720
9.00% Monthly Pmt 939
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 11,270 11,270
Assoc.Dues 7,859 10,396
Credit Card Disc 260 260
0.022 R.E. Taxes 3,210 0
----------------------------------------------------
TOTAL 22,598 21,926

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 29,180 29,180
Cash to Owner 3,912 4,585
Return 13.41% 15.71%

</TABLE>

The occupancy % should increase for this unit because this type appeals to
multiple couples and families. It would also serve as a honeymoon suite in the
event all "Type C" units are taken.

E126
<PAGE> 18

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

THE
WILDERNESS LUXURY
CONDOMINIUM SUITES

LARGE TWO BEDROOM CONDO WITH LOFT: D TYPE
PRICE: $148,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Projected if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $155 138 55.0% $23,273
June $199 22 75.0% $4,478
July $235 29 93.5% $6,815
August $235 29 93.5% $6,815
--------------------------------------------------------------------------------------
FULL YEAR $41,381

35% FULL YEAR Rental Fee to WH&R,Inc. $14,483

FULL YEAR Contribution to Pool $26,897

FULL YEAR Pool Revenue to Owner 26,510

SALES PRICE $148,900
20% Down 29,780
80% Financing 119,120
9.00% Monthly Pmt 958
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 11,502 11,502
Assoc.Dues 7,859 10,396
Credit Card Disc 260 260
0.022 R.E. Taxes 3,276 0
------------------------------------------------------
TOTAL 22,896 22,157

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 29,780 29,780
Cash to Owner 3,614 4,353
Return 12.14% 14.62%
</TABLE>

The occupancy % should increase for this unit because this type appeals to
multiple couples and families. It would also serve as a honeymoon suite in the
event all "Type C" units are taken.

E-127

<PAGE> 19
ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

THE
WILDERNESS LUXURY
CONDOMINIUM SUITES

SUPER DELUXE TWO BEDROOM CONDO: E TYPE
PRICE: $187,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Projected if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $195 150 55.0% $29,279
June $250 23 75.0% $5,625
July $295 29 93.5% $8,555
August $295 29 93.5% $8,555
--------------------------------------------------------------------------------------
FULL YEAR $52,014

35% FULL YEAR Rental Fee to WH&R,Inc. $18,205

FULL YEAR Contribution to Pool $33,809

FULL YEAR Pool Revenue to Owner 33,809

SALES PRICE $187,900
20% Down 37,580
80% Financing 150,320
9.00% Monthly Pmt 1,210
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 14,514 14,514
Assoc.Dues 9,538 12,617
Credit Card Disc 300 300
0.022 R.E. Taxes 4,134 0
-----------------------------------------------------
TOTAL 28,486 27,431

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 37,580 37,580
Cash to Owner 5,324 6,378
Return 14.17% 16.97%
</TABLE>

This unit is a classy two bedroom unit because of its large size and amenities.
Its master bedroom, with a jacuzzi by a fireplace and window overlooking the
golf course and outdoor pool areas, gives itself a "set-up" category of two
bedroom units. It also appeals to multiple families because of its two bedrooms.
Also, there are not as many of them so the demand should be higher.

E-128

<PAGE> 20

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

THE
WILDERNESS LUXURY
CONDOMINIUM SUITES

LARGE THREE BEDROOM CONDO WITH LOFT: F TYPE
PRICE: $207,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected #of Days Actual 1996 if based on '96
FULL YEAR Ave.Rate Rented Occupancy % Occupancy
--------- -------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $225 150 55.0% $33,784
June $285 23 75.0% $6,413
July $315 29 93.5% $9,135
August $315 29 93.5% $9,135
--------------------------------------------------------------------------------
FULL YEAR $58,466

35% FULL YEAR Rental Fee to WH&R,Inc. $20,463

FULL YEAR Contribution to Pool $38,003

FULL YEAR Pool Revenue to Owner 38,003

SALES PRICE $207,900
20% Down 41,580
80% Financing 166,320
9.00% Monthly Pmt 1,338
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 16,059 16,059
Assoc.Dues 12,106 16,015
Credit Card Disc 340 340
0.022 R.E. Taxes 4,574 0
--------------------------------------------------
TOTAL 33,079 32,414

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 41,580 41,580
Cash to Owner 4,924 5,589
Return 11.84% 13.44%
</TABLE>

This unit is a classy three bedroom unit because of its large size and
amenities. Its master bedroom, with a jacuzzi by a fireplace and window
overlooking the golf course and outdoor pool areas, gives itself a "set-up"
category by being the only fully enclosed three bedroom unit. It also appeals to
multiple families because of its th bedrooms. Also, there are not as many of
them so the demand should be higher.

E-129

<PAGE> 21

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WiLDERNESS LUXURY
CONDOMINIUM SUITES

LARGE TWO BEDROOM/ONE BATHROOM: G TYPE
PRICE: $182,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected # of Days Actual 1996 if based on '96
FULL YEAR Ave. Rate Rented Occupancy % Occupancy
--------- --------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $195 138 50.5% $26,910
June $220 22 73.3% $4,840
July $260 29 93.5% $7,540
August $260 29 93.5% $7,540
FULL YEAR $46,830

35% FULL YEAR Rental Fee to WH&R, Inc. $16,391

FULL YEAR Contribution to Pool $30,440

FULL YEAR Pool Revenue to Owner 30,440

Sales Price $182,900
20% Down 36,580
80% Financing 146,320
9.00% Monthly Pmt 1,177
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 14,128 14,128
Assoc. Dues 8,655 11,449
Credit Card Disc 300 300
0.022 R.E. Taxes 4,024 0
TOTAL 27,107 25,877

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 36,580 36,580
Cash to Owner 3,333 4,562
Return 9.11% 12.47%
</TABLE>

E-130

<PAGE> 22

ASSUMES PHASE I&II COMBINED & PHASE I ONLY SCENARIOS

the
WiLDERNESS LUXURY
CONDOMINIUM SUITES

LARGE TWO BEDROOM/ONE BATHROOM: H TYPE
PRICE: $177,900

UNIT TYPE REVENUE CONTRIBUTION TO RENTAL POOL

The following rent projections and occupancy reports are
shown to provide a potential purchaser (1) an idea of a
breakeven analysis and then (2) what the Wilderness
Hotel actually generated through our occupancy reports.

<TABLE>
<CAPTION>
Projected Total Revenue
Projected # of Days Actual 1996 if based on '96
FULL YEAR Ave. Rate Rented Occupancy % Occupancy
--------- --------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Sept.-May $195 138 50.5% $26,910
June $220 22 73.3% $4,840
July $260 29 93.5% $7,540
August $260 29 93.5% $7,540
FULL YEAR $46,830

35% FULL YEAR Rental Fee to WH&R, Inc. $16,391

FULL YEAR Contribution to Pool $30,440

FULL YEAR Pool Revenue to Owner 30,440

SALES PRICE $177,900
20% Down 35,580
80% Financing 142,320
9.00% Monthly Pmt 1,145
30 (years)

ANNUAL COSTS: PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Loan Pmt 13,742 13,742
Assoc. Dues 8,655 11,449
Credit Card Disc 300 300
0.022 R.E. Taxes 3,914 0
TOTAL 26,610 25,491

CASH-ON-CASH RETURN:

PHASE I & II PHASE I ONLY
FULL YEAR FULL YEAR
--------- ---------
Down Pmt 35,580 35,580
Cash to Owner 3,829 4,948
Return 10.76% 13.91%
</TABLE>

E-131