Exhibit 10.262


                FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS  FOURTH  AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "AMENDMENT") is
made  effective  as  of  September  9,  2002,  by  and between TEXTRON FINANCIAL
CORPORATION,  a Delaware corporation ("LENDER"), ROYALE MIRAGE PARTNERS, L.P., a
California  limited  partnership  ("BORROWER"),  RAINTREE NORTH AMERICA RESORTS,
INC.,  a Texas corporation ("RAINTREE"), RAINTREE RESORTS INTERNATIONAL, INC., a
Nevada  corporation  ("RAINTREE  INTERNATIONAL")  and MEGO FINANCIAL CORP. d/b/a
Leisure  Industries  Corporation,  a  New  York  corporation  ("LEISURE").

BACKGROUND

          A.  Pursuant  to  the  terms  of a certain Loan and Security Agreement
between  Lender  and  Borrower  dated  October 20, 1999 (as amended as described
below and as the same may be further amended, modified or supplemented from time
to  time,  the  "LOAN  AGREEMENT"),  Borrower requested and Lender agreed, inter
alia,  to  extend  to  Borrower (a) a Development Loan in the original principal
amount of up to $18,200,000 and (b) a Receivables Loan in the original principal
amount  of  up  to  $20,000,000,  subject  to the terms and conditions set forth
therein.

          B.  Pursuant  to  that  certain  First  Amendment to Loan and Security
Agreement  between  Lender  and  Borrower  dated  March  31,  2000  (the  "FIRST
AMENDMENT"), Borrower requested and Lender agreed, inter alia, to extend certain
advance  periods  and amend certain borrowing sublimits under the Loans, subject
to  the  terms  and  conditions  set  forth  therein.

          C.  Pursuant  to  that  certain  Second Amendment to Loan and Security
Agreement  between  Lender  and  Borrower  (and  consented to by Raintree) dated
December  11,  2000  (the  "SECOND  AMENDMENT"),  Borrower  requested and Lender
agreed,  inter  alia,  to (i) consent to and approve the execution, delivery and
performance  by  Borrower  of  that  certain Project Development, Management and
Sales  Agreement  between  Borrower and Raintree dated effective May 3, 2000 (as
amended  and  as  it may be amended, modified or supplemented from time to time,
the "PROJECT DEVELOPMENT AGREEMENT"), (ii) Raintree assuming, as of May 3, 2000,
the  authority  and  responsibility  for  and  the performance of all matters in
connection  with  the Project Development and Operation (as such term is defined
in the Project Development Agreement) and full control of and full financial and
other  responsibility  for the Project (as such terms are defined in the Project
Development  Agreement),  including  without  limitation, the performance of and
compliance  with  all  terms and covenants of the Textron Loan and other Project
Loans  (as  such  terms  are  defined in the Project Development Agreement), and
(iii)  Raintree  performing  on behalf of Borrower all of Borrower's obligations
under  the  Loan  Documents,  including  without limitation, such obligations of
Borrower  related  to  the  development,  construction,  marketing,  operation,
management  and  administration of the Project and the sale

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of  Vacation  Ownership Interests, subject to the terms and conditions set forth
in  the  Loan  Agreement.

          D.  Pursuant  to  that  certain  Third  Amendment to Loan and Security
Agreement  between  Lender,  Borrower and Raintree dated September 28, 2001 (the
"THIRD  AMENDMENT"),  Borrower  and  Raintree requested and Lender agreed, inter
alia,  to (i) add Raintree as a co-borrower under the Receivables Loan, and (ii)
amend  and  supplement  certain  terms  and  conditions of the Loan Agreement to
permit  the  sale  of  Vacation Ownership Interests by Raintree to Purchasers in
Mexico  as  a  part of the Club Regina Membership Program of Raintree, including
without  limitation,  the  formation of the Cimarron Trust, as evidenced by that
certain  Declaration of Covenants, Conditions and Restrictions and First Amended
and  Restated  Agreement of Trust (Cimarron Trust) dated effective September 28,
2001  among  Raintree  North  America  Resorts,  Inc.,  as  First Beneficiary or
Developer,  BNY  Western  Trust  Company, as successor in interest to U.S. Trust
Company,  National  Association,  as  Trustee,  and Cimarron Beneficial Interest
Owners Association, as Association (the "TRUST AGREEMENT") into which Units will
be  conveyed by Borrower or Raintree, and from which Raintree will sell Vacation
Ownership Interests to Purchasers, subject to the terms and conditions set forth
in  the  Loan  Agreement.

          E.  As  evidenced by the Third Amendment and the Project Documents (as
defined  below), Raintree commenced the sales of Vacation Ownership Interests to
Purchasers  in  Mexico as a part of Raintree's Club Regina Membership Program as
further  described  in the Affiliation Agreement, the Joint Operating Agreement,
the  Mercantile  Commission  Agreement, the Services Contract and certain of the
other  Project  Documents.

          F.  Pursuant  to  that  certain  Purchase  Agreement  among  Raintree
International,  Raintree  and  Leisure dated of even date herewith (the "LEISURE
PURCHASE  AGREEMENT"),  Raintree agreed to sell to Leisure and Leisure agreed to
purchase from Raintree all of Raintree's right, title and interest in and to the
Project  Development Agreement and the Trust Agreement, subject to the terms and
conditions  set  forth  therein.

          G. Pursuant to that certain Interval Purchase Agreement among Raintree
International,  Raintree  and Leisure dated of even date herewith (the "INTERVAL
PURCHASE  AGREEMENT"), Leisure agreed to sell to Raintree and Raintree agreed to
purchase from Leisure certain Vacation Ownership Interests to sell to Purchasers
in  Mexico  as a part of the Club Regina Membership Program of Raintree, subject
to  the  terms  and  conditions  set forth therein and under the Loan Agreement.

          H.  Pursuant  to  that certain Purchase Agreement between O.B. Sports,
LLC,  as  seller, and Leisure, as purchaser, dated of even date herewith and all
other documents executed in connection therewith, Leisure has agreed to purchase
from  O.B. Sports, LLC all of the outstanding membership interests owned by O.B.
Sports,  LLC  in Cimarron Golf Club, LLC subject to the terms and conditions set
forth  therein. In addition, Leisure has agreed to assume certain obligations of
O.B.  Sports,  LLC  to Lender (Golf Division) in connection with the purchase by
Leisure  of  the  membership  interests  owned  by  O.B.

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Sports,  LLC  in  Cimarron  Golf  Club,  LLC  .
I.  Borrower, Raintree and Leisure have requested and Lender has agreed to amend
the  terms  of the Loan Agreement in accordance with the terms and conditions of
this  Amendment.

          J.  All capitalized terms not defined in this Amendment shall have the
meanings  set  forth  in  the  Loan  Agreement.

          NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements  contained  in  this  Amendment  and  for  other  good  and  valuable
consideration,  the  receipt and adequacy of which are acknowledged, the parties
to  this  Amendment,  intending  to  be  legally bound hereby, agree as follows:

          1.  CONSENT. Notwithstanding anything to the contrary contained in the
Loan  Agreement,  the other Loan Documents or the Project Development Agreement,
Lender  and  Borrower  hereby  consent  to  and  approve the sale by Raintree to
Leisure  of  all  of  Raintree's right, title and interest in and to the Project
Development  Agreement  and the Trust Agreement in accordance with the terms and
conditions  of  the Leisure Purchase Agreement. Such sale shall not constitute a
Default  or  an  Event  of  Default  under  the  Loan  Agreement, the other Loan
Documents  or  the Project Development Agreement. Notwithstanding the foregoing,
Raintree  agrees  that such consent and approval, as set forth in this PARAGRAPH
1,  shall  not  be  deemed  to  be  a  release of Raintree of its obligations to
Borrower  or  Lender under the Project Development Agreement for the period from
May  3,  2000  through  the  date  hereof.  As a condition precedent to Lender's
consent  as set forth in this PARAGRAPH 1, Leisure agrees to execute and deliver
to  Lender a collateral assignment of all of Leisure's right, title and interest
in  and  to  the  Project  Development  Agreement and the Trust Agreement, which
collateral  assignment shall be in form and content acceptable to Lender. By its
execution  of  this  Amendment,  Borrower  hereby  consents  to and approves the
execution  by  Leisure  of  the  collateral  assignments  in  favor of Lender of
Leisure's  right, title and interest in and to the Project Development Agreement
and  the  Trust Agreement, as evidenced by the collateral assignment agreements.
Lender,  Raintree  and Borrower agree that Borrower's obligations under the Loan
Documents  related  to  the  Receivables  Loan  will  be  performed by Raintree;
provided  however,  in  no  event  will  the  performance  by  Raintree  of such
obligations  be  construed  to be a waiver of or release by Lender of Borrower's
obligations  to  Lender  under  the Loan Documents. Lender, Leisure and Borrower
agree  that  Borrower's  obligations  under  the  Loan  Documents related to the
Development  Loan  will be performed by Leisure as expressly provided for and in
accordance  with  the terms and conditions of the Project Development Agreement;
provided  however,  in  no  event  will  the  performance  by  Leisure  of  such
obligations  be  construed  to be a waiver of or release by Lender of Borrower's
obligations  to  Lender  under  the  Loan  Documents. Borrower and Raintree will
execute  and  deliver to Lender a Amended and Restated Receivables Loan Note, in
form  and  content  acceptable  to  Lender, evidencing Borrower's and Raintree's

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obligations  to  Lender  under  the  Receivables  Loan.

          2.  CHANGE  OF  CONTROL.  Leisure agrees that by purchasing Raintree's
right,  title  and interest in and to the Project Development Agreement, Leisure
has  assumed  all  of  the  Developer's  (as such term is defined in the Project
Development  Agreement)  obligations and covenants under the Project Development
Agreement,  including  assuming  the  authority  and  responsibility for and the
performance  of  all  matters  in  connection  with  the Project Development and
Operation  (as  such  term  is defined in the Project Development Agreement) and
full  control of and full financial and other responsibility for the Project (as
such  terms are defined in the Project Development Agreement), including without
limitation,  the  performance  of and compliance with all terms and covenants of
the  Textron  Loan  and  other  Project  Loans (as such terms are defined in the
Project  Development Agreement) other than with respect to the Receivables Loan.

          3.  OBLIGATIONS OF LEISURE. Leisure covenants and agrees to perform on
behalf  of  Borrower  all  of  Borrower's  obligations  under the Loan Documents
related  to  the Development Loan in accordance with the terms and conditions of
the  Project  Development  Agreement. For purposes of clarification, (i) Leisure
shall  not  assume Borrower's or Raintree's obligations to Lender under the Loan
Documents  related  to  the  Receivables  Loan, and (ii) Leisure will perform on
behalf  of  Raintree  and  Borrower all of Raintree's and Borrower's obligations
under  the  Loan  Documents  related  to the Development Loan, including without
limitation,  such  obligations  of  Raintree  and  Borrower  related  to  the
development,  construction,  operation,  management  and  administration  of the
Project.

          4.  CONTINUING  OBLIGATIONS OF RAINTREE . Pursuant to the terms of the
Loan  Agreement  and  the other Loan Documents, Raintree covenants and agrees to
continue  to  perform  on  behalf  of  Borrower  all  of  Borrower's obligations
hereunder  and  under  the  Loan  Documents  related to the Receivables Loan and
certain  obligations  on behalf of Borrower as further described in the Interval
Purchase  Agreement,  including without limitation, such obligations of Borrower
and Raintree related to the marketing of the Project as further described in the
Interval  Purchase  Agreement  and  the  sale of Vacation Ownership Interests in
accordance  with  the  terms of the Loan Agreement and the other Loan Documents.
Raintree  covenants  and  agrees  to  maintain  and  perform  all  of Raintree's
obligations  under  all  of  the  project  documents  related  to  the  Project
(collectively,  the  "PROJECT  DOCUMENTS"),  including  without  limitation, the
Amended  and Restated Condominium Declaration, the Records Management Agreement,
the  Lockbox  Agreement,  the Servicing Agreement, the Management Agreement, the
Affiliation  Agreement, the Joint Operating Agreement, the Mercantile Commission
Agreement  and the Services Contract. Raintree further covenants and agrees that
such  Project  Documents  will not be modified or amended with the prior written
consent  of  Lender.

          5. CONSENT TO INTERVAL PURCHASE AGREEMENT. Notwithstanding anything to
the contrary contained in the Loan Agreement or the other Loan Documents, Lender
hereby  consents  to  and

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approves the sale by Leisure of certain Vacation Ownership Interests to Raintree
in  accordance  with  the  terms  of the Interval Purchase Agreement in order to
permit  Raintree  to  continue  to  sell  to  Purchasers in Mexico such Vacation
Ownership Interests as a part of the Club Regina Membership Program of Raintree.
Leisure  and  Raintree  acknowledge and agree that certain release payment terms
set  forth in the Interval Purchase Agreement may be increased from time to time
at  Lender's  reasonable  discretion.

          6. PRINCIPAL PAYMENTS. SECTION 5.1(B)(III) of the Loan Agreement shall
     be  and  is  hereby  amended  to  read,  in  its  entirety,  as  follows:

          "(iii)  Notwithstanding  anything herein or elsewhere to the contrary,
          the  aggregate  principal  reduction  payments on the Development Loan
          received  by  Lender  as  Release  Payments  pursuant  to  SUBSECTIONS
          5.1(B)(I)  AND 5.1(B)(II) above must equal the following amounts as of
          the  following  dates:

                  DATE                AGGREGATE  PRINCIPAL  REDUCTIONS

          September  1,  2002                   $6,000,000.00

          June  1,  2003                        $12,000,000.00

          November  1,  2003                    $18,200,000.00

               To the extent such payments have not been made as a result of the
          Release  Payments,  Borrower,  Raintree  or  Leisure  shall  make such
          payments  from  other  funds  on  the  date  set  forth  above."

          7.  INDEMNIFICATION  OF  LENDER.  Raintree  and  Borrower, jointly and
severally,  agree  to  be  bound  by the indemnification provisions set forth in
SECTION  17.22  of  the Loan Agreement; provided however, Raintree's obligations
thereunder  shall  not  extend  to  (a)  any  period  prior  to May 3, 2000, the
effective  date  of  the  Project Development Agreement, or (b) any period after
March  1,  2003 with respect to its obligations related to the Development Loan.
Leisure agrees to indemnify and hold harmless the Indemnified Lender Parties and
to  be bound by the indemnification provisions set forth in SECTION 17.22 of the
Loan  Agreement  for  any  period  after  the date hereof in connection with the
performance  by  Leisure  of  Borrower's  obligations  under  the Loan Documents
related  to  the  Development  Loan.  In  addition, (i) Raintree agrees that the
indemnification  obligations  set  forth  in SECTION 17.22 of the Loan Agreement
shall  also extend to any and all liabilities, claims, demands, losses, damages,
cost and expenses related to Raintree's failure to perform its obligations under
this  Amendment,  (ii)  Borrower agrees that the indemnification obligations set
forth  in  SECTION  17.22 of the Loan Agreement shall also extend to any and all
liabilities,  claims,  demands,  losses,  damages,  cost and expenses related to
Borrower's  failure  to  perform

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its  obligations  under  this  Amendment,  and  (iii)  Leisure  agrees  that the
indemnification  obligations  set  forth  in SECTION 17.22 of the Loan Agreement
shall  also extend to any and all liabilities, claims, demands, losses, damages,
cost  and expenses related to Leisure's failure to perform its obligations under
this  Amendment.

          8.  NOTICES  AND INFORMATION. Raintree and Leisure agree to provide to
Lender  and  Borrower  such  notices  and information as required under SECTIONS
18.14  AND  18.15  of  the  Loan  Agreement that otherwise would be delivered to
Lender  by  the  Borrower.  Lender  agrees  to  provide to Raintree, Leisure and
Borrower  such notices and information as required under the Loan Agreement that
otherwise would be delivered to Borrower by the Lender. Borrower consents to the
delivery  to  Raintree and Leisure of such notices and information provided that
Borrower  also  concurrently receives such notices and information. For purposes
hereof, all notices to Lender shall be provided to the parties and in the manner
set  forth  in  the Loan Agreement and notices to Raintree, Leisure and Borrower
shall  be provided to the parties set forth below in the manner set forth in the
Loan  Agreement:

                     If to Raintree:

                     c/o  Raintree  Resorts  International,  Inc.
                     10000  Memorial  Drive,  Suite  480
                     Houston,  Texas  77024
                     Attention:  Douglas  Y.  Bech

                     If  to  Leisure:
                     c/o  Mego  Financial  Corp.
                     4310  Paradise  Road
                     Las  Vegas,  Nevada  89109
                     Attention:  Floyd  Kephart

                     If  to  Borrower:
                     c/o  James  Mah
                     London  Mah  &  Associates  Ltd.
                     103-1847  W.  Broadway
                     Vancouver  BC  V6J  1Y6

Notwithstanding  anything to the contrary contained herein and in SECTIONS 18.14
AND  18.15  of  the  Loan  Agreement,  Borrower, Raintree and Leisure agree that
Lender  is  not obligated to deliver to Borrower, Raintree or Leisure any notice
or  information  received by Lender from such parties unless otherwise expressly
provided  for  in  this  PARAGRAPH  8  or under the Loan Agreement or other Loan
Documents.

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          9.  ADDITIONAL  COLLATERAL. Borrower, Leisure and Raintree acknowledge
and agree that the defined term "Collateral" shall have such meaning as provided
in  the  Loan  Agreement  and  the  other Loan Documents and shall be amended to
further  include  the  following:

          (i)  A  first  priority  assignment  against  and  lien  against  the
          proceeds  from  the Vacation Owner Agreement executed by Purchasers in
          favor  of  Raintree  encumbering  the  Vacation  Ownership  Interests
          financed  by  the  Notes  Receivable,  including  a  first  priority
          assignment  of Raintree's rights (exercisable following the occurrence
          of,  and  solely  during  the  continuance  of,  an  Event  of Default
          hereunder)  to cancel such Vacation Owner Agreement and to re-sell (or
          cause the resale of) the Vacation Ownership Interests relating to such
          Vacation  Owner  Agreement;

          (ii)  All  of  Leisure's  rights,  title  and  interest  (but  not
          obligations)  as  a beneficiary under the Trust Agreement with respect
          to all matters related to or affecting all present and future Vacation
          Owner  Agreements  and Vacation Ownership Interests assigned to Lender
          from  time  to  time;  and

          (ii)  All  of Leisure's rights, title and interest in to and under the
          Project  Development  Agreement.

          In  addition, coincident with the execution of the Amendment, Raintree
International  shall execute and deliver to Lender a guaranty agreement, in form
and content acceptable to Lender, evidencing Raintree International's obligation
to  act  as surety for and guarantee the obligations of Raintree to Lender under
the  Receivables  Loan,  the  Receivables  Loan Note, the Loan Agreement and all
other  Loan  Documents.

          10.  GRANT OF SECURITY INTEREST. To secure the payment and performance
of  the  Obligations,  Borrower,  Leisure  and  Raintree  unconditionally  and
irrevocably  assign, pledge and grant to Lender and ratify and confirm the prior
assignment,  pledge  and grant to Lender of a continuing first priority security
interest  in  and  to  the  Collateral,  as expanded as described in PARAGRAPH 9
above.

          11.  ADDITIONAL REPORTING AND INVENTORY CONTROL. Raintree will deliver
to  Lender  and  Borrower  on  a  monthly basis, or as otherwise more frequently
requested  by  Lender, a written sales report setting forth, among other things,
(i)  the  sales made or required to be made by Raintree during such period, (ii)
any  payments  made to Lender, Leisure and/or Borrower or other third parties in
connection  with  such  sales,  (iii) that sales made to Purchasers and Vacation
Ownership  Interests held by Raintree are maintained at a 1.0 to 1.0 ratio, (iv)
a  reconciliation of membership percentage to interval ownership, (v) a detailed
itemization  of  Vacation  Ownership Interests sold during such period, and (vi)
such  other  additional  information or reporting as may be requested by Lender.
Such  report  shall be in form and content acceptable to Lender and certified to
be  true  and  correct  by  the  chief  financial  officer  of  Raintree

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and  include  any  necessary  footnote clarifications. In addition, Leisure will
deliver  to  Lender  and  Borrower  on  a  monthly  basis,  or as otherwise more
frequently  requested by Lender, (a) a written sales report setting forth, among
other  things,  an itemized description of the Vacation Ownership Intervals sold
by  Leisure to Raintree under the Interval Purchase Agreement, including without
limitation,  the purchase price and any other release fees or other sums paid in
connection  therewith,  and (b) a written report, in form and content acceptable
to  Lender,  detailing  the status of Leisure's obtaining the necessary permits,
approvals,  registrations,  and authorizations as further described in PARAGRAPH
14  below  and detailing the progress of the development of Phase I and Phase II
of  the  Project.

          12.  ASSESSMENTS.  At  the  request  of Lender, Borrower, Raintree and
Leisure  acknowledge  and  agree  that any and all payments from the sale of any
Vacation  Ownership Interests received by Raintree, Leisure or their agents (net
of  the  Payout Amounts paid to Borrower under the Project Development Agreement
and release fees and other payments paid to Lender under the Loan Agreement) and
any  assessments,  maintenance  fees  or  other  operating  expenses  for  the
maintenance, repair and operation of the Resort collected by Borrower, Raintree,
Leisure  or  their  agents  and  any  other  sums  or  the proceeds thereof that
constitute  Collateral  for  the  Obligations  will  be  forwarded  to a lockbox
maintained  by  Lender  or  for its account. At the request of Lender, Borrower,
Raintree  and  Leisure  will  promptly  execute  such agreements or documents as
requested  by  Lender  to  evidence  such agreement and will cause or direct any
Purchaser,  Member,  the  VOI  Association  or  any of Borrower's, Raintree's or
Leisure's  agents  to  comply  with  such  request.

          13. THE TRUST. Leisure represents and warrants to Lender and covenants
and  agrees  with  Lender  as  follows:

               (A)  Leisure  will not amend or permit the amendment of the Trust
Agreement  without  the prior written consent of the Lender, such consent not to
be  unreasonably  withheld. Leisure will not enter into any new trust agreements
in  any  way  related  to  the  Units  or any Vacation Ownership Interest now or
hereafter  created without the prior written consent of the Lender, such consent
not  to  be  unreasonably  withheld.  Leisure  will cause all Units and Vacation
Ownership  Interests  to be conveyed to the Trustee, subject to the terms of the
Trust  Agreement.

               (B)  In the event that the Trustee resigns or is replaced for any
reason as Trustee under the Trust Agreement, Leisure agrees that it will provide
the  Lender  with  at  least  ten  (10)  days'  prior  written notice before any
replacement  trustee  is appointed by Leisure pursuant to the terms of the Trust
Agreement.  Leisure  agrees that any such replacement trustee must be reasonably
acceptable  to  the  Lender.

               (C)  Leisure  agrees  to  take  any  and all actions necessary to
prevent  any  lien  (other  than  liens  in favor of the Lender or the Permitted
Exceptions)  from  attaching to the legal or equitable ownership interest in any
Unit  or  Vacation  Ownership  Interest  subject  to  the  Trust  Agreement,

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provided  however,  Leisure  shall  not  be  obligated  to take such action with
respect  to  liens  attaching to Second Beneficial Interest previously sold to a
Purchaser.

               (D)  Leisure  shall  obtain  and maintain or cause the Trustee to
obtain  and  maintain  a fidelity bond or similar insurance in form, content and
amount  reasonably  acceptable  to  Lender insuring the Trustee from any and all
liability  in  any  way  related to or arising out of the Trust Agreement or any
matters  related  thereto or to any property held by the Trustee pursuant to the
Trust  Agreement.

               (E)  As  to  each  Vacation  Ownership  Interest  covered by each
Vacation  Owner  Agreement,  the  Trustee  pursuant  to  the  terms of the Trust
Agreement  will have good title to and lawful right and full authority to convey
the  Vacation Ownership Interest to the Purchaser thereof. This will require the
applicable  Payout Amounts to be remitted to Borrower and release fees and other
payments remitted to Lender as a condition precedent to the transfer of title to
the  Trustee.  Such  Vacation Ownership Interests are not subject to any lien or
encumbrance  except  the  lien  in favor of the Lender and Permitted Exceptions.

          14.  REGISTRATION  BY  LEISURE.  Coincident with the execution of this
Amendment,  Leisure  will  undertake  and  diligently pursue the approval by the
State  of  California  of  Phase  I  and  Phase II of the Project as a timeshare
project  and  deliver  to  Lender  on  or  before March 1, 2003, evidence that a
timeshare public report has been issued and approved by the Division for Phase I
and  Phase  II  of  the Project and that Leisure and Phase I and Phase II of the
Project have all necessary permits, approvals, registrations, and authorizations
required  under  the  Timeshare Act and all other applicable Legal Requirements.

          15.  ADDITIONAL RECEIVABLES LOAN FACILITY. Lender and Leisure agree to
negotiate  in  good  faith the terms and conditions of an additional receivables
loan facility to be extended by Lender to Leisure in connection with the sale of
Vacation  Ownership Interests at Phase I and Phase II of the Project in order to
consummate  such  financing contemporaneously with the issuance of the timeshare
public  report  and approval by the Division of Leisure and Phase I and Phase II
of  the  Project and the receipt by Leisure of all necessary permits, approvals,
registrations,  and  authorizations  required  under the Timeshare Act and other
applicable  Legal Requirements. On or before March 1, 2003, Leisure will execute
and  deliver  to  Lender  such  documents,  agreements, statements, resolutions,
certificates,  consents, opinions of counsel and other information as Lender may
require  as  negotiated  by  Lender  and  Leisure in good faith to evidence such
credit facility; provided however, in any event the terms and conditions of such
credit  facility  as evidenced by such documentation must comply with the formal
underwriting  of  Lender  and  be  submitted  to and approved by Lender's Credit
Committee.  16. ADDITIONAL EVENTS OF DEFAULT. The following subsections shall be
added  as additional "Events of Default" under SECTION 22 of the Loan Agreement:

                                      -9-
<PAGE>

                    (A)  The failure of Borrower, Raintree or Leisure to perform
or  observe  any  obligations,  covenants, agreements or warranties contained in
this Amendment, the Loan Agreement, any of the other Loan Documents or the Trust
Agreement  and  any  applicable  notice  and  cure  periods  have  expired.

                    (B)  A  default  or  an  Event  of  Default occurs under the
Project  Development  Agreement  and any applicable notice and cure periods have
expired.  (C) A default or an Event of Default occurs under the Leisure Purchase
Agreement and any applicable notice and cure periods have expired, provided that
such default or Event of Default would reasonably be expected to have a material
adverse effect on Leisure's ability to perform its obligations under the Project
Development  Agreement.

                    (D)  A  default  or  an  Event  of  Default occurs under the
Interval  Purchase  Agreement  and  any  applicable notice and cure periods have
expired,  provided  that  such  default  or Event of Default would reasonably be
expected  to  have a material adverse effect on Leisure's ability to perform its
obligations  under  the  Project  Development  Agreement.

                    (E)  A  default  or  an  Event  of Default occurs under that
certain  Purchase Agreement between O.B. Sports, LLC, as seller, and Leisure, as
purchaser,  dated  of  even  date  herewith  and all other documents executed in
connection therewith evidencing the purchase by Leisure from O.B. Sports, LLC of
all  of  the  outstanding  membership  interests  owned  by  O.B. Sports, LLC in
Cimarron  Golf  Club,  LLC, provided that such default or Event of Default would
reasonably be expected to have a material adverse effect on Leisure's ability to
perform its obligations under the Project Development Agreement or constitute an
Event  of  Default  under  the  Leisure  Golf  Loan  (as  defined  below).

                    (F)  An  Event  of  Default occurs under the loan agreement,
assumption  agreement  or  other  agreements  executed  in  connection therewith
between  Leisure and Lender (Golf Division) related to the assumption by Leisure
of  the  outstanding  obligations  of O.B. Sports, LLC to Lender (Golf Division)
(the  "LEISURE  GOLF  LOAN").

          17.  ADDITIONAL  REMEDIES.  In  addition  to the remedies set forth in
SECTION  23  of  the Loan Agreement and in other sections of the Loan Documents,
should  an  Event  of  Default  occur,  Lender may, take any one or more actions
described in this Amendment or any of the other documents executed in connection
herewith  or  given  as  security  therefor,  and  any other rights and remedies
available  to  Lender  at  law  or  in  equity.

          18. LIMITATION OF REMEDIES. Lender agrees that if Borrower or Raintree
(i)  fails  to  perform  its  obligations  under  the Receivables Loan resulting
directly  from Borrower's or Raintree's failure to make when due, any payment or
mandatory  prepayment  of principal or interest on the Receivables Loan, or (ii)
impairs  or  jeopardizes any of the Receivables Loan Collateral as determined by
Lender  in  its  sole

                                      -10-
<PAGE>

and  absolute  discretion, or (iii) fails to continue to perform its obligations
related  to  sales  actives  related to the sale of Vacation Ownership Interests
(including  without  limitation,  any  representations,  warranties or covenants
related  thereto)  or  (iv) fails to comply with any representation, warranty or
covenant  of  Borrower  or  Raintree  under the Loan Agreement or the other Loan
Documents, Lender will not seek to enforce its rights or remedies under the Loan
Documents  against  Leisure,  the  Resort  or  the Property. Notwithstanding the
foregoing,  Borrower,  Raintree and Leisure agree that such limitation shall not
prohibit Lender from exercising any other rights or remedies available to Lender
under  the  Loan  Documents,  at  law  or  in  equity.

          19. REPURCHASE OR RESALE OF VACATION OWNERSHIP INTERESTS. In the event
that  Lender  exercises  any of its rights and remedies under the Loan Documents
and  forecloses  upon any Vacation Ownership Interests, Lender and Leisure agree
to  negotiate  in  good  faith the terms and conditions upon which Leisure would
purchase,  market or sell such Vacation Ownership Interests from or on behalf of
Lender,  including  without  limitation, the purchase price or the marketing and
sale terms, and any documents or agreements evidencing such terms and conditions
of  such  purchase or marketing and sales. Lender and Leisure agree that Leisure
has  the option, but is not obligated, to purchase, market or sell such Vacation
Ownership  Interests  from Lender unless a formal agreement among the parties is
consummated.

          20. ADDITIONAL CONDITIONS. The obligation of Lender to enter into this
Amendment  is  subject  to  the  satisfaction of Lender in its sole and absolute
discretion  of  the conditions precedent set forth on EXHIBIT A attached hereto.
Borrower,  Raintree  and  Leisure agree that Borrower's, Raintree's or Leisure's
failure to comply in Lender's sole and absolute discretion with the post-closing
obligations  set  forth on EXHIBIT B attached hereto, Lender may, at its option,
cease  to  make  further  Advances to Borrower or Raintree under the Receivables
Loan.

          21.  ADDITIONAL  DOCUMENTS; FURTHER ASSURANCES. Borrower, Raintree and
Leisure  covenant  and agree to execute and deliver to Lender, or to cause to be
executed  and  delivered  to Lender contemporaneously herewith, at the sole cost
and  expense  of  Borrower,  Raintree  and Leisure, any and all other documents,
agreements, statements, resolutions, certificates, consents, opinions of counsel
and  information as Lender may require in connection with the matters or actions
described  herein.  Borrower, Raintree and Leisure further covenant and agree to
execute  and  deliver  to Lender or to cause to be executed and delivered at the
sole  cost and expense of Borrower, Raintree and Leisure, from time to time, any
and all other documents, agreements, statements, certificates and information as
Lender  shall request to evidence or effect the terms hereof or any of the other
Loan Documents, or to enforce or to protect Lender's interest in the Collateral.
All  such  documents, agreements, statements, certificates and information shall
be  in  form  and  content  acceptable  to  Lender  in  its  sole  discretion.

          22.  PROTECTION  OF  COLLATERAL. Borrower, Raintree and Leisure hereby
authorize  and  appoint Lender to take such actions as Lender may deem advisable
to  protect  the Collateral and its interests thereon and its rights thereunder,
to  execute  on  the  Borrower's,  Raintree's  or  Leisure's  behalf  and

                                      -11-
<PAGE>

file  at  Borrower's, Raintree's and Leisure's expense financing statements, and
amendments  thereto,  in those public offices deemed necessary or appropriate by
Lender  to  establish,  maintain  and  protect a continuously perfected security
interest  in  the  Collateral,  and to execute on the Borrower's, Raintree's and
Leisure's  behalf  such other documents and notices as Lender may deem advisable
to  protect  the Collateral and its interests therein and its rights thereunder.

          23.  CHALLENGES  TO ENFORCEMENT. Borrower and Raintree acknowledge and
agree  that  they  do  not  have  any defense, setoff, counterclaim or challenge
against  the  payment  of  any  sums  owing  under  the  Loan  Documents  or the
enforcement  of  any  of the terms and conditions of the Loan Documents. Leisure
acknowledges  and agrees that it does not have any defense, setoff, counterclaim
or  challenge  against  the  payment  of any sums owing under the Loan Documents
related  to  the  Development  Loan  or  the enforcement of any of the terms and
conditions  of  the  Loan  Documents  related  to  the  Development  Loan unless
otherwise  expressly  provided  herein.

          24.  CONFIRMATION  OF  COLLATERAL. Nothing contained in this Amendment
shall  be  deemed  to  be  a  compromise, satisfaction, accord and satisfaction,
novation  or  release  of any of the Loan Documents or any obligations under the
Loan  Documents,  or  a  waiver  by  Lender  of any of its rights under the Loan
Documents,  at  law  or  in  equity.  Notwithstanding  anything  to the contrary
contained  in  the  Project  Development  Agreement  or  the  Leisure  Purchase
Agreement,  all  liens,  security  interest,  rights and remedies granted to the
Lender  herein  and  under the Loan Documents are hereby ratified, confirmed and
continued.

          25.  REPRESENTATIONS  AND  WARRANTIES OF BORROWER. Borrower represents
and  warrants,  which  representations  and  warranties  shall survive until all
obligations  owed  by  Borrower  to Lender under the Loan Documents are paid and
satisfied  in  full,  as  follows:

               (A)  All  representations and warranties of Borrower set forth in
the  Loan  Documents  are  true  and  complete  as of the date hereof.

               (B)  To its actual knowledge, no condition or event exists or has
occurred  which would constitute a Default or an Event of Default under the Loan
Documents.

               (C)  The  representations,  warranties  and  other  agreements of
Borrower  as set forth in that certain Consent and Estoppel Letter (as described
in  the Leisure Purchase Agreement)are true and correct and Lender is relying on
such  letter  in  entering  into  this  Amendment.

               (D) The execution of this Amendment by Borrower and all documents
or  agreements  to  be  executed  or  delivered  pursuant  to  the terms of this
Amendment:

                         (I)  have  been duly authorized by all requisite action
of  Borrower;

-12-
<PAGE>

                         (II)  will not conflict with or result in the breach of
or  constitute  a default (upon the passage of time, delivery of notice or both)
under  Borrower's  formation  and  governing  documents  or under any applicable
statute,  law,  rules, regulation or ordinance, or any indenture, mortgage, loan
or other document or agreement to which Borrower is a party or by which Borrower
may  be  bound  or  affected;  and

                         (III)  will not result in the creation or imposition of
any  additional lien, charge or encumbrance of any nature whatsoever upon any of
the  property  or  assets  of  Borrower,  except  liens  in favor of the Lender.

          26.  REPRESENTATIONS  AND  WARRANTIES OF RAINTREE. Raintree represents
and  warrants,  which  representations  and  warranties  shall survive until all
obligations  owed  by  Raintree  to Lender under the Loan Documents are paid and
satisfied  in  full,  as  follows:

               (A)  All  representations and warranties of Raintree set forth in
the  Loan  Documents  are true and complete as of the date hereof, except as set
forth  in  the  Disclosure  Schedule appended to the Leisure Purchase Agreement.

               (B)  No  condition  or  event  exists or has occurred which would
constitute  a Default or an Event of Default under the Loan Documents, except as
set forth in the Disclosure Schedule appended to the Leisure Purchase Agreement.

               (C) The execution of this Amendment by Raintree and all documents
or  agreements  to  be  executed  or  delivered  pursuant  to  the terms of this
Amendment:

                    (I)  have  been  duly  authorized by all requisite action of
Raintree;

                    (II)  will  not  conflict with or result in the breach of or
constitute  a  default  (upon  the  passage of time, delivery of notice or both)
under  Raintree's  formation  and  governing  documents  or under any applicable
statute,  law,  rules, regulation or ordinance, or any indenture, mortgage, loan
or other document or agreement to which Raintree is a party or by which Raintree
may  be  bound  or  affected;  and

                    (III)  will  not result in the creation or imposition of any
additional  lien, charge or encumbrance of any nature whatsoever upon any of the
property  or  assets  of  Raintree,  except  liens  in  favor  of  the  Lender.

               (D)  The  federal taxpayer's identification number of Raintree is
76-0658292

-13-
<PAGE>

               (E)  That  certain Indemnification Letter Agreement from Raintree
International and Raintree in favor of Lender dated November 20, 2001 is in full
force  and  effect  and  is  hereby  ratified  and  confirmed.

               (F)  Raintree has paid to Lender all outstanding release fees due
and  owing  to  Lender in connection with the release by Lender of certain Units
deeded  into  the  Trust  for  the period through and including the date hereof.

               (G)  Raintree  has  paid  to  Borrower all Payout Amounts due and
owing  to  Borrower  under  the  Project  Development  Agreement for the sale of
Vacation  Ownership  Interests  for  the  period  through and including the date
hereof.

               (H)  Raintree  has  entered  into valid and binding agreements of
sale,  pursuant  to which Raintree has sold as of July 31, 2002 a total of 1,518
Vacation  Ownership Interests. All of such sales of Vacation Ownership Interests
have  been  in compliance with all applicable statutes, laws, rules, regulations
and  other legal requirements. Attached hereto as EXHIBIT B is a list describing
all of such sales, which list is accurate and complete and includes all footnote
clarifications.

               27.  REPRESENTATIONS  AND  WARRANTIES  OF RAINTREE INTERNATIONAL.
Raintree  International  represents  and  warrants,  which  representations  and
warranties shall survive until all obligations owed by Raintree International to
Lender  under  the  Receivables  Loan is paid and satisfied in full, as follows:

                    (A)  The  execution  of  this  Amendment  by  Raintree
International  and  all  documents  or  agreements  to  be executed or delivered
pursuant  to  the  terms  of  this  Amendment:

                         (I)  have  been duly authorized by all requisite action
of  Raintree International;

                         (II)  will not conflict with or result in the breach of
or  constitute  a default (upon the passage of time, delivery of notice or both)
under  Raintree  International's  formation and governing documents or under any
applicable  statute,  law,  rules,  regulation  or  ordinance, or any indenture,
mortgage, loan or other document or agreement to which Raintree International is
a  party  or  by  which  Raintree  International  may  be bound or affected; and

                         (III)  will not result in the creation or imposition of
any  additional lien, charge or encumbrance of any nature whatsoever upon any of
the  property  or assets of Raintree International, except liens in favor of the
Lender.

                                      -14-
<PAGE>

                    (B)  That  certain  Indemnification  Letter  Agreement  from
Raintree  International  and Raintree in favor of Lender dated November 20, 2001
is  in  full  force  and  effect  and  is  hereby  ratified  and  confirmed.

          28.  REPRESENTATIONS AND WARRANTIES OF LEISURE. Leisure represents and
warrants,  which  representations  and  warranties  shall  survive  until  all
obligations  owed  by  Leisure  to  Lender under the Loan Documents are paid and
satisfied  in  full,  as  follows:

                    (A)  The  execution  of  this  Amendment  by Leisure and all
documents  or  agreements  to  be executed or delivered pursuant to the terms of
this  Amendment:

                         (I)  have  been duly authorized by all requisite action
of  Leisure;

                         (II)  will not conflict with or result in the breach of
or  constitute  a default (upon the passage of time, delivery of notice or both)
under  Leisure's  formation  and  governing  documents  or  under any applicable
statute,  law,  rules, regulation or ordinance, or any indenture, mortgage, loan
or  other  document or agreement to which Leisure is a party or by which Leisure
may  be  bound  or  affected;  and

                         (III)  will not result in the creation or imposition of
any  additional lien, charge or encumbrance of any nature whatsoever upon any of
the  property  or  assets  of  Leisure,  except  liens  in  favor of the Lender.

                    (B)  The federal taxpayer's identification number of Leisure
is  13-5629885.

          29. CERTAIN FEES, COSTS, EXPENSES AND EXPENDITURES. Borrower, Raintree
and  Leisure will be responsible for all of Lender's expenses in connection with
the  review,  preparation,  negotiation,  documentation  and  closing  of  this
Amendment  and the consummation of the terms and transactions contemplated under
this  Amendment, including without limitation, fees, disbursements, expenses and
costs  of  counsel retained by Lender, all fees related to filings, recording of
documents  and searches, whether or not the transactions contemplated under this
Amendment  are consummated; provided however, all of such expenses shall be paid
from  proceeds  of  the  Loan.

          30. RELEASE. Borrower, Raintree and Leisure acknowledge and agree that
they have no claims, suits or causes of action against Lender and hereby remise,
release  and  forever  discharge  Lender, its officers, directors, shareholders,
representatives  and  their  successors  and  assigns, from any claims, suits or
causes  of  action  whatsoever, in law or in equity, which Borrower, Raintree or
Leisure  may  have against them at any time up to and including the date of this
Amendment.

-15-
<PAGE>

          31.  NO WAIVER. Nothing contained in this Amendment shall be deemed to
be  a  waiver,  release or amendment of or to any rights, remedies or privileges
afforded  to  Lender  under  the  Loan Documents or under the Uniform Commercial
Code. Nothing contained in this Amendment shall constitute a waiver by Lender of
Borrower's,  Raintree's  or  Leisure's  compliance  with  the  terms of the Loan
Documents,  nor  shall  anything  contained  in  this  Amendment  constitute  an
agreement by Lender to enter into any further amendments with Borrower, Raintree
or  Leisure.

          32.  INCONSISTENCIES.  To  the extent of any inconsistency between the
terms and conditions of this Amendment and the terms and conditions of the other
Loan  Documents,  the  terms and conditions of this Amendment shall prevail. All
terms  and conditions of the Loan Documents not inconsistent with this Amendment
shall  remain  in full force and effect and are hereby ratified and confirmed by
Borrower,  Raintree  and  Leisure.

          33.  CONSTRUCTION.  All references to the Loan Agreement therein or in
any other Loan Documents shall be deemed to be a reference to the Loan Agreement
as  amended  hereby.

          34.  BINDING EFFECT. This Amendment shall be binding upon and inure to
the  benefit  of the parties hereto and their respective successors and assigns.

          35.  GOVERNING  LAW.  This  Amendment  shall  be  governed  as  to the
validity, interpretation, construction, enforcement and in all other respects by
the law of the State of Rhode Island, without regard to its rules and principles
regarding  conflicts  of  laws  or  any  rule  or  cannon  of construction which
interprets  agreements  against  the  draftsman. Notwithstanding anything to the
contrary  provided  herein  or  in  any  of  the other Loan Documents, Borrower,
Raintree  and  Leisure  expressly  waive  any  and all claims to jurisdiction in
Mexico  or  any  other states in the United States other than the State of Rhode
Island.

          36.  COUNTERPARTS.  This  Amendment  may  be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  without  the  production  of  any  other  counterpart.

          37.  SEVERABILITY. The provisions of this Amendment and all other Loan
Documents are deemed to be severable, and the invalidity and unenforceability of
any  provision  shall  not affect or impair the remaining provisions which shall
continue  in  full  force  and  effect.

          38.  HEADINGS.  The  headings  of  the  sections of this Amendment are
inserted  for  convenience  only and shall not be deemed to constitute a part of
this  Amendment.

          39. LITIGATION. To the fullest extent not prohibited by applicable law
which  cannot  be  waived,  each  of  the Borrower, Raintree, Leisure and Lender
hereby  knowingly  waives  any  and  all  right  to

                                      -16-
<PAGE>
a  trial by jury in any action or proceeding to enforce or defend or clarify any
right, power, remedy or defense arising out of or related to this Amendment, the
other  Loan  Documents,  or  the  transactions  contemplated  herein or therein,
whether sounding in tort or contract or otherwise, or with respect to any course
of conduct, course of dealing, statements (whether verbal or written) or actions
of  any party; and each agrees that any such action or proceeding shall be tried
before  a  judge  and not before a jury. Each of the Borrower, Raintree, Leisure
and  Lender  further waives any right to seek to consolidate any such litigation
in  which a jury trial has been waived with any other litigation in which a jury
trial cannot or has not been waived. Further, the Borrower, Raintree and Leisure
hereby  certify that no representative or agent of Lender, nor Lender's counsel,
has  represented,  expressly or otherwise, that Lender would not in the event of
such  litigation,  seek to enforce this waiver of right to jury trial provision.
The  Borrower,  Raintree  and  Leisure  acknowledge  that the provisions of this
section  are  a  material  inducement  to  Lender's agreement to enter into this
Amendment.

          40.  NO  AMENDMENT  TO  PROJECT DEVELOPMENT AGREEMENT. Nothing in this
Amendment  is  intended  or  shall be construed to amend or modify the terms and
conditions  of  the  Project Development  Agreement.

          41.  WAIVER  OF DEFAULTS; RESERVATION OF RIGHTS. Lender agrees for the
benefit  of  Leisure  and  Borrower  to waive Raintree's defaults under the Loan
Agreement  and other Loan Documents resulting from (i) the Chapter 11 bankruptcy
filing by Raintree U.S. Holdings, L.L.C., the parent of Raintree, and (ii) those
defaults  occurring  under  or  as  a  result  of the default under that certain
Indenture  among  Raintree  International  (f/n/a Club Regina Resorts, Inc.), CR
Resorts  Capital,  S.  de  R.L. de C.V. and IBJ Schroeder Bank and Trust Company
dated  December 5, 1997; provided however, such waiver shall not be construed to
limit in any manner Lender's rights and remedies against Raintree under the Loan
Agreement, the other Loan Documents or any other agreements between Raintree and
Lender.

-17-
<PAGE>

IN  WITNESS  WHEREOF,  the parties hereto have executed this Amendment effective
as  of  the  day  and  year  first  above  written.

                           ROYALE  MIRAGE  PARTNERS,  L.P.,  a  California
                           limited  partnership

                           By: RMP-GP, Inc., a California  corporation, its sole
                           general  partner

                           By:  ________________________________________
                           E.A.  Borsuk,  President

                          By:  ________________________________________
                               James  Mah,  Senior  Vice  President

                          RAINTREE  NORTH  AMERICA  RESORTS,
                          INC.,  a  Texas  corporation

________________________  By:__________________________________________

Witness:  ______________  Brian  R.  Tucker,  Vice  President

                          RAINTREE  RESORTS  INTERNATIONAL,  INC.,
                          a  Nevada  corporation

________________________  By:__________________________________________

Witness:  ______________  Brian  R.  Tucker,  Chief  Operating  Officer

                          MEGO FINANCIAL CORP.  d/b/a  Leisure  Industries
                          Corporation,  a  New  York  corporation

________________________  By:__________________________________________

Witness:  ______________  Name/Title:___________________________________

                                      -18-
<PAGE>

                          TEXTRON  FINANCIAL  CORPORATION,  a
                          Delaware  corporation

                          By:___________________________________

                          Name/Title:_____________________________

                                      -19-

                                    EXHIBIT A
                              CONDITIONS PRECEDENT

               (A)  AMENDMENT  DOCUMENTS. Borrower, Raintree and Leisure and all
          other  required  persons and entities will have executed and delivered
          to  Lender  this  Amendment  and  such  other  documents as Lender may
          require.

               (B)  REPRESENTATIONS  AND  WARRANTIES.  All  representations  and
warranties of Borrower, Raintree and Leisure as set forth in the Loan Documents,
the  Trust  Agreement and the Leisure Purchase Agreement, as applicable, will be
true  at  and  as  of  the  date  hereof.

               (C)  NO  DEFAULT.  No  condition  or  event  shall  exist or have
occurred  which  would  constitute  a  Default or an Event of Default hereunder.

               (D) LEISURE PURCHASE DOCUMENTS. Raintree or Leisure shall deliver
or cause to be delivered to Lender a fully executed copy of the Leisure Purchase
Agreement,  the  Interval Purchase Agreement and all other documents executed in
connection  therewith,  including  without  limitation,  any  and all documents,
agreements, statements, resolutions, certificates, consents, opinions of counsel
and  other  information  to  be  delivered  by  Raintree and Leisure as provided
therein.

               (E)  O.B.  DOCUMENTS.  Leisure  shall  deliver  or  cause  to  be
delivered  to  Lender  a  fully executed copy of that certain Purchase Agreement
between  O.B.  Sports,  LLC, as seller, and Leisure, as purchaser, dated of even
date  herewith  and  all  other  documents  executed  in  connection  therewith
evidencing  the  purchase  by  Leisure  from  O.B.  Sports,  LLC  of  all of the
outstanding  membership  interests  owned  by  O.B. Sports, LLC in Cimarron Golf
Club, LLC. In addition, Leisure shall deliver or cause to be delivered to Lender
a  fully  executed  copy  of  that  certain  Assumption  Agreement and all other
agreements  in  connection therewith evidencing the assumption by Leisure or its
affiliate  of  certain  obligations  of  O.B.  Sports,  LLC to Lender under that
certain  credit facility extended to O.B. Sports, LLC by Lender, as evidenced by
that  certain  Loan  Agreement between O.B. Sports, LLC and Lender dated of even
date  herewith  and  all  other  documents  executed  in  connection  therewith.

               (F)  PROJECT  DEVELOPMENT  AGREEMENT.  Raintree  shall deliver to
Lender  evidence that Raintree has cured or has caused Borrower to waive any and
all  existing  defaults  (whether  payment  or  performance)  under  the Project
Development  Agreement.

               (F)  OTHER.  Raintree  and  Leisure  shall deliver or cause to be
delivered  to  Lender  all other documents, agreements, statements, resolutions,
certificates,  consents,  opinions  of  counsel  and  information  as Lender may
require  in  its  sole  and  absolute  discretion.

                                      -20-
<PAGE>
                                    EXHIBIT B

                            POST-CLOSING CONDITIONS

               (A)  THIRD  AMENDMENT  DOCUMENTATION.  On or before September 30,
2002,  Raintree  shall  deliver  or  cause  to be delivered to Lender all of the
documents, agreements, statements, resolutions, certificates, consents, opinions
of  counsel  and  other  information  as  required  under  the  Third Amendment,
including  without  limitation,  such  documents,  agreements,  statements,
resolutions,  certificates,  consents, opinions of counsel and other information
as  further  described  in  EXHIBITS  B  AND  C  appended  thereto.

               (F)  OTHER.  Promptly  upon  the  request by Lender, Raintree and
Leisure  shall  deliver  or cause to be delivered to Lender all other documents,
agreements, statements, resolutions, certificates, consents, opinions of counsel
and  information  as  Lender  may  require  in its sole and absolute discretion.


                                      -21-


<PAGE>