Why are thousands of millionaires queueing up for the right to plunk down as much as $459,000, plus annual dues of up to $35,000, just for a few weeks of access to vacation homes?

The answers might be found in the 6,000-square-foot villas in Tuscany with infinity pools overlooking the countryside, the Miami Beach oceanfront condos with balconies overlooking the Atlantic and Intracoastal Waterway, and the private chefs whipping up gourmet dinners.

Exclusive Resorts, a venture led by AOL co-founder Steve Case, is the largest player in a growing segment of the travel industry that a few years ago was essentially nonexistent -- the luxury destination club.

The clubs have not been without problems. The first, Tanner and Haley, filed for bankruptcy last year, leaving hundreds of members fighting in bankruptcy court to try to reclaim some portion of their membership deposits.

Despite the recent tumult, Denver-based Exclusive Resorts has grown 50 percent in the last 12 months, from 2,000 to 3,000 members, said company chairman Donn Davis, a longtime associate of Case from their days at AOL. The club has a waiting list of more than 100.

"Our members are some of the wealthiest, most discerning consumers out there," Davis said. "They've done their homework on us" and decided the investment is worth it, he said.

The club works like this: A member pays an initiation fee of several hundred thousand dollars, plus annual dues in a range of $15,000

to $35,000 a year. In return, the member gets access to the club's roster of more than 300 properties in 34 destinations around the world.

At Exclusive Resorts, a deposit of $239,000 plus annual dues of $14,000 gets you 15 vacation days. A $459,000 deposit plus annual dues of $35,000 gets you 45 days. Members who quit the club are refunded 80 percent of their initiation fee.

Every Exclusive Resorts home is outfitted with the same home entertainment systems and the same remote control, so members always know how it works. The homes' architectural features are tweaked to fit with local flavor. And resort locations are almost always four-bedroom homes with open floor plans to facilitate large family gatherings.

Davis said the club's biggest challenge is managing peak demand, particularly among its ski properties. The sales team is upfront about the club's limitations.

"If you say 'I want to go to Vail for Christmas every year,' we tell you that's not how it works," Davis said.

To pull demand away from peak times, Exclusive Resorts offers similar properties -- such as Deer Valley, Utah -- and works hard at offering unique vacation opportunities throughout the year.

In the offseason, it offers popular family cooking classes with personal chefs in Tuscany. The club also has a rotating menu of "once-in-a-lifetime" options, such as members-only Mediterranean cruises or tours of Buddhist monasteries in Bhutan.

The club is expanding its offerings by establishing partnerships with five-star resorts, in which Exclusive Resorts builds its own luxury housing next to a high-end resort hotel. These arrangements give members access to the resort's spas and other amenities.

At Sea Island, Ga., Exclusive Resorts is building 24 homes next to the Cloister, a historic resort. On a recent trip, Davis looked over blueprints for the location -- now just a dusty construction site -- while discussing plans to seamlessly blend the homes in with the existing resort by emulating the Spanish Mediterranean architecture.

"Each home is going to look like a little mini Cloister," Davis said.

Sea Island Resorts spokeswoman Catherine Klein said the partnership makes sense because it brings in a new set of wealthy travelers who otherwise might never have set foot on Sea Island.

www.exclusiveresorts.com; (800) 447-8988.