Exhibit 10.261




                               PURCHASE AGREEMENT
                               ------------------

     THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of September 9, 2002,
among  Raintree  Resorts  International,  Inc.,  a Nevada corporation ("RAINTREE
INTERNATIONAL"),  Raintree  North  America  Resorts,  Inc.,  a Texas corporation
("RAINTREE  NORTH  AMERICA")  (each  individually,  a  "SELLER" and collectively
"SELLERS"), and Mego Financial Corp. d/b/a Leisure Industries Corporation, a New
York  corporation  ("PURCHASER").


                                 R E C I T A L S
                                 - - - - - - - -

     A.     Raintree  International,  directly  and  through  subsidiaries,  is
engaged  in the business of developing and operating resort time-share projects.

               B.  Raintree  North America, a second-tier subsidiary of Raintree
International,  is engaged in developing, managing and promoting Cimarron Resort
Condominiums,  a  condominium  complex  a/k/a  Club  Regina Cimarron, located in
Cathedral  City,  California  ("CIMARRON"),  pursuant  to  that  certain Project

Development,  Management, and Sales Agreement dated May 3, 2000 between Raintree
North  America  and  Royale  Mirage  Partners, L.P. ("RMP") (such agreement, the
"DEVELOPMENT  AGREEMENT"),  a  copy  of  which  is attached hereto as Exhibit A.


               C.  In  connection with the operation of Cimarron, Raintree North
America  is  a  party  to  that certain Declaration of Covenants, Conditions and
Restrictions  and  First  Amended  and Restated Agreement of Trust (the "TRUST")
dated  November  26, 2001 by and among Raintree North America, BNY Western Trust
Company,  as  successor-in-interest  to U.S. Trust Company, National Association
("TRUSTEE")  and  Cimarron Beneficial Interest Owners Association (as amended by
the  First  Amendment dated as of March 26, 2002, the "TRUST AGREEMENT"), a copy
of  which  is  attached hereto as Exhibit B, pursuant to which condominium units
located  within  Cimarron  have  been  transferred to Trustee for the purpose of
Raintree  North  America's use and management, and sale thereof to other persons
who  purchase  second  beneficial  interests in the Trust in connection with the
purchase  by  such  persons  of  memberships  from  Raintree  North  America.

     D.     Purchaser  desires  to  purchase from Raintree North America, all of
its  right,  title  and  interest  in and to the Development Agreement and Trust
Agreement,  and  Sellers desire to sell the foregoing to Purchaser, on the terms
and  subject  to  the  conditions  herein  contained.

                               A G R E E M E N T S
                               - - - - - - - - - -

     Therefore, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the parties agree to the foregoing and as
follows:

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                                    ARTICLE I

          PURCHASE AND SALE OF PROPERTY; CLOSING AND MANNER OF PAYMENT
          ------------------------------------------------------------

     1.1  AGREEMENT  to  Purchase and Sell Property. On the terms and subject to
the  conditions  contained  in  this  Agreement,  Purchaser  shall purchase from
Raintree  North America, and Raintree North America shall sell to Purchaser, all
of  its  right,  title  and  interest  in  and  to  the  following:

          (a)  the  Development  Agreement;  and

          (b)  the  Trust  Agreement.

     The  Development  Agreement  and  the Trust Agreement shall be collectively
referred  to  as  the  "PURCHASED  PROPERTY."


     1.2 PURCHASE PRICE. The aggregate purchase price (the "PURCHASE PRICE") for
the  Purchased  Property  shall  be  ONE MILLION NINE HUNDRED AND SIXTY THOUSAND
DOLLARS  and  0/100  Dollars  ($1,960,000.00).


     1.3     MANNER  OF  PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be
paid  in  the  following  matter:

          (a)  Purchaser's  assumption  and  payment  of $531,778.37 of Raintree
               North  America's liabilities, as described on Schedule I attached
               hereto;  and

          (b)  The  balance  of  the  Purchase  Price  ($1,428,221.63)  by  wire
               transfer  of  immediately available funds to such bank account or
               accounts  as  Sellers shall designate by written notice delivered
               to  Purchaser  not  later  than one (1) business day prior to the
               Closing  (as  defined  below).  (Purchaser  shall  have  no
               responsibility  for the disbursement thereof from said account or
               accounts  to  Sellers).

     1.4     TIME  AND  PLACE  OF  CLOSING.     The Closing shall occur at 10:00
a.m.,  at  the  offices  of  Ungaretti & Harris, 3500 Three First National Plaza
Chicago,  Illinois 60602 on September 9, 2002, or on such other date, or at such
time  or  place,  as  shall  be  mutually agreed upon by Sellers and Purchaser.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES


     2.1     GENERAL  STATEMENT.  Purchaser  makes  the  representations  and
warranties  to  Sellers  set  forth  in  Section  2.2,  and  Sellers  make  the
representations  and warranties to Purchaser set forth in Section 2.3.  All such
representations  and warranties and all representations and warranties which are
set  forth  elsewhere  in  this  Agreement and in any financial statement, other
exhibit  or  document  delivered  by a party hereto to another party pursuant to
this  Agreement  or  in  connection herewith shall survive the Closing (and none
shall  merge into any instrument of conveyance), regardless of any investigation
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or  lack  of investigation by any of the parties to this Agreement.  No specific
representation or warranty shall limit the generality or applicability of a more
general  representation  or  warranty.  Representations  and  warranties  of the
parties  are  initially  made  as  of  the date hereof.  All representations and
warranties  of  Sellers are made subject to the exceptions noted in the schedule
delivered  by  Sellers  to Purchaser concurrently herewith and identified as the
"Disclosure  Schedule."

     2.2     REPRESENTATIONS  AND WARRANTIES OF PURCHASER.  Purchaser represents
and  warrants  to  Sellers  as  follows:

          (a) Purchaser is a corporation duly organized, validly existing and in
     good standing under the laws of the State of New York and has the requisite
     corporate  power  and  authority  to  carry  on  its  business as now being
     conducted.  Purchaser  is  duly  qualified  to  do  business and is in good
     standing  as a foreign corporation in each jurisdiction in which the nature
     of  its  business  or the ownership or leasing of its properties makes such
     qualification  necessary, except where the failure to be so qualified would
     not,  individually  or  in the aggregate, have a material adverse effect on
     the  business,  assets,  properties,  liabilities, results of operations or
     financial  condition  of Purchaser and its Subsidiaries taken as a whole (a
     "PURCHASER  MATERIAL  ADVERSE  EFFECT").


          (b) Purchaser has the requisite corporate power and authority to enter
     into  this  Agreement  and  to  carry  out  its  obligations hereunder. The
     execution  and delivery of this Agreement and the consummation by Purchaser
     of  the  transactions  contemplated hereby have been duly authorized by all
     necessary  corporate  action  on  the part of Purchaser. This Agreement has
     been  duly executed and delivered by Purchaser and, assuming this Agreement
     has  been  duly  executed  and  delivered  by  the  other  parties  hereto,
     constitutes  a  valid  and  binding  obligation  of  Purchaser, enforceable
     against  Purchaser  in accordance with its terms, except for (i) the effect
     thereon  of  bankruptcy,  insolvency,  reorganization, moratorium and other
     similar laws relating to or affecting the rights of creditors generally and
     (ii)  limitations  imposed  by Federal or state law or equitable principles
     upon the specific enforceability of any of the remedies, covenants or other
     provisions  thereof and upon the availability of injunctive relief or other
     equitable  remedies.  The  execution and delivery of this Agreement do not,
     and the consummation of the transactions contemplated by this Agreement and
     compliance  with  the  provisions  hereof  will  not,  (A) conflict with or
     violate  any  of  the  provisions  of  the  Certificate of Incorporation or
     By-Laws  of  Purchaser; (B) conflict with, result in a breach of or default
     (with or without notice or lapse of time, or both) under, or give rise to a
     right  of  termination,  cancellation  or acceleration of any obligation or
     loss  of  a  material  benefit  under, or require the consent of any person
     under,  any  loan  agreement,  note,  indenture or other agreement, permit,
     concession,  franchise,  lease,  contract,  license  or similar instrument,
     obligation  or undertaking to which Purchaser or any of its Subsidiaries is
     a  party  or  by which Purchaser or any of its Subsidiaries or any of their
     assets  is bound or affected; or (C) contravene any law, rule or regulation
     of  any  state or of the United States or any political subdivision thereof
     or therein, or any order, writ, judgment, injunction, decree, determination
     or  award currently in effect, subject, in the case of clauses (B) and (C),
     to  those  conflicts,  breaches,  defaults  and  similar  matters,  which,
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     individually  or in the aggregate, have not had and would not reasonably be
     expected  to  have  a  Purchaser Material Adverse Effect, or materially and
     adversely  affect  Purchaser's  ability  to  consummate  the  transactions
     contemplated  hereby.  No  consent,  approval  or  authorization  of,  or
     declaration or filing with, or notice to, any Governmental Entity which has
     not  been  received or made, is required by or with respect to Purchaser or
     any  of  its  Subsidiaries in connection with the execution and delivery of
     this  Agreement  by  Purchaser  or  the  consummation  by  Purchaser of the
     transactions  contemplated  hereby.

          (c)  All  negotiations relative to this Agreement and the transactions
     contemplated  hereby  have  been  carried  out  by  Purchaser directly with
     Sellers,  and  Purchaser  has  incurred  no obligation to pay any person or
     entity  a  finder's  fee,  brokerage  commission  or  similar  payment  in
     connection  with  the  transactions  contemplated  by  this  Agreement.

     2.3     REPRESENTATIONS AND WARRANTIES OF SELLERS RELATING TO THE PURCHASED
PROPERTY  AND  CIMARRON.  Sellers represent and warrant to Purchaser as follows:


     2.3.1     ORGANIZATION  AND  AUTHORITY.
               -----------------------------

          (a) ORGANIZATION. Raintree International, Raintree U.S. Holdings, LLC,
     a  Texas  limited  liability  company  and parent of Raintree North America
     ("RAINTREE  U.S.")  and  Raintree North America are duly organized, validly
     existing  and  in  good  standing  under  the  laws  of  their  respective
     jurisdictions  of  formation  and have the requisite power and authority to
     carry on their respective businesses as they are now being conducted and to
     own  their respective properties. Raintree International, Raintree U.S. and
     Raintree  North  America  are duly qualified to do business and are in good
     standing in each jurisdiction where they are at any time selling fractional
     time-share  interests  or  where the nature of their respective business or
     the  ownership  or  leasing  of  their  respective  properties  makes  such
     qualification  necessary, except where the failure to be so qualified would
     not,  individually  or  in  the aggregate, have a Cimarron Material Adverse
     Effect.  As  used  in  this  Agreement, the term "CIMARRON MATERIAL ADVERSE
     EFFECT"  means  a  material  adverse  effect  on  the  business,  assets,
     properties,  liabilities,  results  of operations or financial condition of
     Raintree  International  or  Raintree North America, individually or in the
     aggregate  with  respect  to  Cimarron  or  the  Purchased  Property.

          (b) NON-CONTRAVENTION. The execution and delivery of this Agreement do
     not,  and  the  consummation  of  the  transactions  contemplated  by  this
     Agreement  and compliance with the provisions hereof will not, (i) conflict
     with  or  violate any of the provisions of the organizational and governing
     documents  of  Raintree  International,  Raintree  U.S.  or  Raintree North
     America;  (ii)  conflict  with,  result  in a breach of or default (with or
     without notice or lapse of time, or both) under, or give rise to a right of
     termination,  cancellation  or  acceleration of any obligation or loss of a
     material  benefit  under,  or  require the consent of any person under, any
     loan  agreement,  note,  indenture  or other agreement, permit, concession,
     franchise,  lease,  contract,  license or similar instrument, obligation or
     undertaking  to  which  Raintree  International,  Raintree U.S. or Raintree
     North  America  are  a  party  or  by  which  Raintree  International,
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     Raintree  U.S.  or Raintree North America or any of their respective assets
     are  bound  or affected; or (iii) contravene any law, rule or regulation of
     any state or of the United States or any order, writ, judgment, injunction,
     decree, determination or award currently in effect, subject, in the case of
     clauses  (i)  and  (ii),  to  those  conflicts,  breaches,  defaults,
     contraventions  and  similar  matters,  which,  individually  or  in  the
     aggregate,  have  not  had  and  would not reasonably be expected to have a
     Cimarron  Material  Adverse  Effect,  or  materially  and  adversely affect
     Sellers'  ability  to  consummate  the transactions contemplated hereby. No
     consent,  approval  or  authorization of, or declaration or filing with, or
     notice  to, any Governmental Entity which has not been received or made, is
     required  by  or  with  respect to Raintree International, Raintree U.S. or
     Raintree  North  America  in  connection with the execution and delivery of
     this  Agreement,  the  consummation of the transactions contemplated hereby
     and  to  allow  for the ongoing offering and sale of interests in Cimarron.

2.3.2     BOOKS  AND  RECORDS;  ASSETS  AND  LIABILITIES.
          -----------------------------------------------

          (a)  BOOKS  AND  RECORDS. Raintree North America's books, accounts and
     records  with  respect to Cimarron and the Purchased Property are, and have
     been,  maintained  in its respective usual, regular and ordinary manner and
     except  as  set  forth  on  the  Disclosure  Schedule,  in  accordance with
     generally  accepted  accounting practices, and all transactions to which it
     is or has been a party relating to Cimarron and the Purchased Property, are
     properly  reflected  therein.

          (b)  TITLE  TO  ASSETS.  Raintree  North  America's  interest  in  the
     Development  Agreement  and  the  Trust  Agreement is free and clear of any
     liens,  claims,  encumbrances  and security interests, except for Permitted
     Liens.  No  unreleased  mortgage,  trust  deed,  chattel mortgage, security
     agreement,  financing  statement  or  other  instrument  encumbering any of
     Raintree  North  America's  assets  has  been  recorded, filed, executed or
     delivered  relating  to  Cimarron  or  the  Purchased  Property.

          (c)  LIABILITIES. Raintree North America does not have any liabilities
     provided  for,  reserved  against or incurred that relates to or has arisen
     out of a breach of contract, breach of warranty, tort or infringement by or
     against  Raintree  North America or any claim or lawsuit involving Raintree
     North  America  relating  to  Cimarron  or  the  Purchased  Property.

          (d) MATERIAL CHANGES. Since March 31, 2002, Raintree North America has
     not,  with  respect  or  relating  to  Cimarron  or the Purchased Property:

               (i)  sold,  assigned, leased, exchanged, transferred or otherwise
          disposed  of  any  of  its  assets  or  property,  except for sales of
          time-share  interests  and  cash  applied  in  the  payment  of  its
          liabilities,  in  the  usual  and  ordinary  course  of  business  in
          accordance  with  its  past  practices;
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               (ii)  suffered  any  casualty,  damage,  destruction  or loss, or
          interruption  in use, of any asset or property (whether or not covered
          by insurance), on account of fire, flood, riot, strike or other hazard
          or  Act  of  God;

               (iii)  written  off any material asset as unusable or obsolete or
          for  any  other  reason;

               (iv)  made  or  suffered  (except  for effects from the notice by
          Raintree International of the Chapter 11 bankruptcy filing by Raintree
          U.S.)  any  material  change in the conduct or nature of any aspect of
          its  business,  whether or not made in the ordinary course of business
          or  whether or not such change had a Cimarron Material Adverse Effect;

               (v)  waived  any  right  arising  out  of the conduct of, or with
          respect  to,  its  business;

               (vi)  incurred  any  obligations  or  made  any  material capital
          expenditures,  or  discharged  or prepaid any liabilities, outside the
          usual  and  ordinary  course  of  business  in  accordance  with  past
          practices;

               (vii)  made  any  change  in  accounting  methods  or principles;

               (viii)  borrowed any money or issued any bonds, debentures, notes
          or  other  corporate  securities,  including without limitation, those
          evidencing  borrowed  money;

               (ix)  paid,  declared  or  set  aside  any  dividend  or  other
          distribution on its securities of any class or purchased, exchanged or
          redeemed  any  of  its  securities  of  any  class;

               (x) entered into any transaction with, or made any payment to, or
          incurred  any  liability  to,  any  Related  Party;

               (xi)  made  any  payments  or  distributions  to  its  employees,
          officers  or  directors  except  such  amounts as constitute currently
          effective  compensation  for  services  rendered, or reimbursement for
          reasonable  ordinary  and  necessary  out-of-pocket business expenses;

               (xii)  increased  the  compensation payable to any employee other
          than  normal  recurring  increases  consistent  with  past  practice;

               (xiii)  paid  or  incurred  any management or consulting fees, or
          engaged  any  consultants;

               (xiv) lost the services (whether voluntarily or involuntarily) of
          any  key  employee;  or
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               (xv)  without  limitation  by  the  enumeration  of  any  of  the
          foregoing,  entered  into  any transaction other than in the usual and
          ordinary  course  of  business  in  accordance  with  past  practices.

               (e)  MATERIAL  ADVERSE  EFFECTS.  Raintree  North America has not
          suffered  or been threatened with, and neither Raintree International,
          nor  Raintree North America has knowledge of any facts which may cause
          or  result  in,  any  Cimarron  Material  Adverse  Effect.

     2.3.3     LEGAL  MATTERS.
               ---------------

          (a) LEGAL PROCEEDINGS. There are no actions, suits or claims or legal,
     administrative  or arbitration proceedings or investigations pending or, to
     the  knowledge  of  Sellers,  threatened  against Raintree U.S. or Raintree
     North  America  or  any  of  its  or their respective properties, assets or
     businesses  relating  to  Cimarron  or  the  Purchased  Property or, to the
     knowledge  of  Sellers,  relating  to the transactions contemplated by this
     Agreement.  Neither Raintree U.S. nor Raintree North America is a party to,
     or  bound  by, any decree, order or arbitration award (or agreement entered
     into  in  any  administrative,  judicial or arbitration proceeding with any
     governmental  authority)  with  respect  to  or  affecting  the properties,
     assets,  personnel  or  business  activities  of  Cimarron.

          (b)  LEGAL  COMPLIANCE.  Raintree  North  America  has  obtained  and
     maintains  all  Permits  which  are required in order for it to conduct its
     business as presently conducted. Raintree North America is not in violation
     of,  or delinquent in respect to, any decree, order or arbitration award or
     law,  statute,  or regulation of or agreement with, or any Permit from, any
     Federal,  state  or  local  governmental  authority  to which the property,
     assets, personnel or business activities to which Cimarron or the Purchased
     Property  is  subject,  including,  without  limitation, laws, statutes and
     regulations  relating  to  equal  employment opportunities, fair employment
     practices,  occupational  health  and  safety,  wages  and  hours,  and
     discrimination.

          (c)  ENVIRONMENTAL  MATTERS.  Raintree  North  America and each of its
     respective  assets  and businesses are in compliance with all Environmental
     Laws except where the failure to be in compliance would not have a Cimarron
     Material Adverse Effect. Neither Raintree North America, nor its businesses
     are  currently subject to any pending or, to Sellers' knowledge, threatened
     judicial  or  administrative  investigation,  proceeding,  order,  judgment
     decree  or  settlement  alleging or relating to a violation of or liability
     under any Environmental Law relating to Cimarron or the Purchased Property.
     Neither  Raintree  International, Raintree U.S., nor Raintree North America
     has  received  written  notice from any government authority or third party
     claimant to the effect that it is or may be liable under Environmental Laws
     as  a  result of the release, storage, disposal or arrangement for disposal
     of any materials in violation of Environmental Laws relating to Cimarron or
     the  Purchased  Property.

          (d)  PAYMENT  OF  TAXES.  Raintree  International  and  Raintree North
     America  have  filed  all tax returns and has paid all impositions, if any,
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     required  to  be  filed  by each of them or paid by each of them, including
     real  estate  taxes  and  assessments  relating  to  Cimarron.

2.3.4     TANGIBLE  PROPERTY.
          -------------------

          (a)  OWNED  REAL  ESTATE.  Raintree  International,  Raintree U.S. and
     Raintree North America do not own any real property relating to Cimarron or
     the  Development  Agreement.

          (b)  LEASED  REAL ESTATE. Neither Raintree International, nor Raintree
     North  America,  nor  either  of  their  Affiliates, leases any real estate
     relating  to  Cimarron  or  the  Development Agreement other than the local
     sales  office  previously used and identified in the Disclosure Schedule as
     being  so  leased  by  Raintree  North  America.

          (c) PERMITTED ENCUMBRANCES. The legal description of the real property
     upon  which Cimarron is being developed (the "CIMARRON REAL PROPERTY") - is
     attached  hereto  as  Exhibit  C.  Sellers have made available complete and
     correct  copies  of  all  title  insurance policies, surveys, environmental
     reports,  engineering  reports,  appraisals,  permits,  certificates  of
     occupancy,  and  other documents and materials of any and every type in its
     possession,  custody,  or  control.  Except  as  provided in the Disclosure
     Schedule  (the  "PERMITTED  ENCUMBRANCES"),  no  liens,  encumbrances,
     restrictions  or  other  exceptions  to  title  affect  Cimarron.

          (d)  REAL  ESTATE  TAXES  AND  ASSESSMENTS.  To  the  knowledge of the
     Sellers, there are no challenges or appeals pending regarding the amount of
     the taxes on, or the assessed valuation of, the Cimarron Real Property, and
     no special arrangements or agreements exist with any governmental authority
     with  respect thereto (the representations and warranties contained in this
     subparagraph  (d)  shall  not  be  deemed to be breached by any prospective
     general  increase  in  real  estate  tax  rates).

          (e)  CONDEMNATION  PROCEEDINGS. To the knowledge of the Sellers, there
     are  no  condemnation proceedings pending or threatened with respect to any
     portion  of  the  Cimarron  Real  Property.

          (f)  DEFECTS. To the knowledge of the Sellers, the buildings and other
     facilities  located  on  the  Cimarron Real Property are free of any latent
     structural or engineering defects , or any patent structural or engineering
     defects  other  than  defects  disclosed in writing by RMP, copies of which
     have  been  provided  to  Purchaser,  in  connection  with  the Development
     Agreement  or  that would not materially affect the project development and
     operation  of  Cimarron  and  the  Purchased  Property.

2.3.5     CONTRACT  RIGHTS  AND  INTELLECTUAL  PROPERTY.
          ----------------------------------------------

          (a)  CONTRACTS.  All  agreements,  leases, subleases or instruments to
     which Raintree North America is a party or by which it is bound relating to
     or in connection with Cimarron or the Purchased Property, are in full force
     and  binding  upon  the parties thereto. Neither Raintree North America nor
     any  of  the other parties thereto are in default under any such agreement,
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     lease, sublease or other instrument and, to the best of Sellers' knowledge,
     no  default  by  the  other contracting parties has occurred thereunder. No
     event,  occurrence  or  condition exists which, with the lapse of time, the
     giving  of  notice,  or  both,  or  the  happening  of any further event or
     condition,  would  become  a default by Raintree North America or the other
     contracting  party  thereunder.  Raintree North America has not released or
     waived any of its rights under any such agreement, lease, sublease or other
     instrument.  None  of  the  Sellers  is  subject to any legal obligation to
     renegotiate,  nor do Sellers have knowledge of a claim for a legal right to
     renegotiate,  any  contract, loan, agreement, lease, sublease or instrument
     relating  to  Cimarron or the Purchased Property to which anyof the Sellers
     or  Raintree  U.S.  is  now  or  has  been  a  party.

          (b) INTELLECTUAL PROPERTY. Raintree North America has the right to use
     the Intellectual Property used by it in the conduct of business relating to
     or  in  connection  with  Cimarron  or  the  Purchased  Property ("CIMARRON
     INTELLECTUAL  PROPERTY") and no proceedings have been instituted or, to the
     Sellers'  knowledge,  threatened  which  challenge Raintree North America's
     right to use Cimarron Intellectual Property. Neither of the Sellers (i) has
     any knowledge of any claim that any third party asserts ownership rights in
     any  of  the  Cimarron Intellectual Property; (ii) has any knowledge of any
     claim  or  any  reason  to believe that Raintree North America's use of any
     Cimarron  Intellectual Property infringes any right of any third party; and
     (iii)  has  any  knowledge or any reason to believe that any third party is
     infringing  any  of  Raintree North America's rights in any of the Cimarron
     Intellectual  Property.

     2.3.6     TIME-SHARE  MATTERS.
               --------------------

          (a) STATUS OF TIME-SHARE PROJECT. Pursuant to the Trust Agreement, the
     real  property  has  been duly subjected to a condominium declaration and a
     beneficial  interest  owners  association has been formed for the owners of
     second  beneficial  interests  in  the Trust under the laws of the State of
     California,  and  such  owners' association is validly existing and in good
     standing  under  the applicable laws of California. Pursuant and subject to
     the  Trust  Agreement, 10 Units have been transferred to the Trust and have
     been  dedicated  to  the  time-share  regime.  Each  time-share interest is
     validly created, fully transferable and separate real estate interest under
     the  laws  of  the  State  of  California.

          (b)  COMPLIANCE WITH LEGAL REQUIREMENTS. Sellers and, to the knowledge
     of Sellers, RMP have complied with all applicable legal requirements in all
     material  respects  including,  with  respect  to  Cimarron,  all  legal
     requirements  of  the  state  of  California  and  all  other  government
     jurisdictions (including Mexico) in which time-share interests have been or
     will be sold or offered for sale by Sellers, including, without limitation,
     the  Federal  Trade Commission Act, the Truth-in-Lending Act and Regulation
     Z, the Equal Opportunity Credit Act and Regulation B, the Fair Housing Act,
     the  Americans  With Disabilities Act and related accessibility guidelines,
     the  Interstate  Land Sales Full Disclosure Act, the Real Estate Settlement
     Procedures Act and Regulation X, and the Civil Rights Act of 1964 and 1968,
     state  condominium  and  timeshare laws, federal and state securities laws,
     all  home  and  telephone  solicitation, sweepstakes, and lottery laws, all
     real  estate licensing, disclosure, and escrow laws, and all other foreign,
                                        9
<PAGE>
     federal, state, and local laws applicable to the development of condominium
     or  timeshare  resorts  and/or  the marketing or sale of vacation ownership
     interests,  except for failures to comply that have not and will not have a
     Cimarron  Material  Adverse  Effect.

          (c)  SALES  ACTIVITIES.  Prior to the date of this Agreement, Raintree
     North  America  has  sold  time-share  interests  and  offered  time-share
     interests  for  sale only in the jurisdictions identified in the Disclosure
     Schedule. No registrations are required for Cimarron in the jurisdiction in
     which  sales  are currently made. Furthermore, with respect to the offer of
     sale  or  sale of any time-share interest relating to Cimarron, there is no
     outstanding  violation or order against Sellers, the Time-Share Association
     (as  defined  below),  any  affiliate  of  Sellers  or, to the knowledge of
     Sellers,  RMP, by any foreign, federal, state and local governmental agency
     (including,  without  limitation,  the  Registration  Agency  or  other
     governmental  agency) nor is there any action or investigation, by any such
     agency, pending or threatened against Sellers, any Affiliate of Sellers, or
     the  Time-Share  Association  or  to  the  knowledge of Sellers, RMP or its
     Affiliates.  Raintree  North  America  has  entered  into valid and binding
     agreements  of  sale,  pursuant to which Raintree has sold a total of 1,518
     net  weekly  Ownership Intervals (as defined in the Development Agreement).
     The  list attached to the Certificate dated as of August 23, 2002 by Resort
     Communications,  Inc.  as  Records  Agent  under  the  Records  Management
     Agreement  describing all of such sales (together with subsequent sales) of
     Ownership  Intervals  is  accurate  and  complete in all material respects.

          (d)  ZONING  COMPLIANCE. Neither the timeshare use nor other transient
     use  and  occupancy  of Cimarron violates or constitutes or will violate or
     constitute  a non-conforming use or, except for variances already obtained,
     which  variances  will  not be affected by the transactions contemplated by
     this  Agreement,  require  a  variance  under  any  private  covenant  or
     restriction  or  any  zoning,  use  or similar law, ordinance or regulation
     affecting  the  use  or  occupancy  of  Cimarron.

          (e)  OBLIGATIONS  TO  PURCHASERS.  Sellers have performed all of their
     respective  obligations  to time-share interest purchasers and there are no
     executory  obligations to time-share interest purchasers to be performed by
     Sellers,  except  for non-delinquent and executory obligations disclosed to
     time-share  interest  purchasers  in  their  purchase  contracts.

          (f)  TIME-SHARE  ASSOCIATION. The Cimarron Interval Owners Association
     has  been  replaced by the Cimarron Beneficial Interest Owners Association,
     and  the  Cimarron  Beneficial  Interest Owners Association is a California
     non-profit  mutual  benefit  corporation  which  is duly organized, validly
     existing  and in good standing under applicable laws, rules and regulations
     of  the State of California. All time-share interest purchasers are members
     of  the  Cimarron  Beneficial  Interest  Owners  Association  ("TIMESHARE
     ASSOCIATION").  The  Timeshare  Association,  by or through RCI Management,
     Inc.,  as  the  manager ("MANAGER"), is fully and satisfactorily performing
     the  obligations  of  maintaining, repairing or replacing the common areas,
     common  elements,  common property and recreational facilities of Cimarron.
     The  Management  Services  Agreement  dated  February 17, 2000, between the
     Cimarron  Resort  Condominium Owers Association and Manager, the Management
10
<PAGE>

     Services  Agreement  dated February 17, 2000, between the Cimarron Interval
     Owners  Association  and  Manager,  as  amended  by  the First Amendment to
     Management  Services  Agreement  dated August 3, 2001, between the Cimarron
     Interval  Owners Association, Manager, RMP, Raintree North America, and the
     Timeshare Association (collectively the "MANAGEMENT AGREEMENT"), is in full
     force  and  effect and none of the parties thereto are presently in default
     thereunder.  Raintree  North America, the Timeshare Association and, to the
     knowledge  of  Sellers, RMP are current in all monetary payments to be made
     to  Manager  under  the  Management  Agreement.

          (g)  ASSESSMENTS  AND  RESERVES.  When a time-share interest purchaser
     closes  on  the purchase of a time-share interest, such time-share interest
     purchaser automatically becomes a member of the Time-Share Association, and
     will  thereafter  remain  a  member  of  the  Time-Share Association and be
     entitled  to  vote  on the affairs thereof, subject only to, in the case of
     sales  by Raintree North America, payment in full to Raintree North America
     and  retaining  ownership  of  a  time-share  interest.  The  Time-Share
     Association has the authority to levy annual assessments to cover the costs
     of  maintaining and operating Cimarron and such obligations are enforceable
     by  a  lien  against  the  time-share  interest  if the time-share interest
     purchaser  is  delinquent  in  paying  his  assessment.  The  Time-Share
     Association  is  solvent, and levied assessments are reasonably expected to
     be  adequate  to  cover  the  current  costs  of  maintaining and operating
     Cimarron  and  to  establish and maintain a reasonable and adequate reserve
     for  capital  improvements  to  the extent and as required under Cimarron's
     governing  documents. To Sellers' knowledge, there will be no events (other
     than inflation) which could give rise to a material increase in such costs,
     except  for  additions  of  subsequent  phases  to  Cimarron  that will not
     materially  increase  assessment levels. All assessments are deposited in a
     separate  account  of  the  Time-Share  Association  and are only withdrawn
     therefrom  to  pay  the  costs  and expenses necessary to maintain Cimarron
     including  a  reserve  fund  for  repair  and  replacement.

          (h)  TITLE  TO  AND  MAINTENANCE  OF  COMMON  AREAS AND AMENITIES. The
     Trustee,  for  the benefit of the Time-Share Association and the time-share
     interest  owners, will at all times own the furnishings of the units within
     Cimarron  and  all  the  common areas of Cimarron and other amenities which
     have been promised or represented as being available to time-share interest
     purchasers,  free  and clear of liens and security interests except for the
     Permitted  Encumbrances.  No  part  of  Cimarron  is  or will be subject to
     partition  by  the owners of time-share interests except as contemplated at
     the  end of the term of the Trust. All access roads, utilities and off-site
     improvements necessary to the use of Cimarron have been dedicated to and/or
     accepted  by  the  responsible governmental authority or utility company or
     are  owned  by  an  association  of  owners of property in a larger planned
     development  or  developments  of  which  Cimarron  is  a  part.

          (i)  UNSOLD  INTERESTS.  To  Sellers'  knowledge,  RMP  has  good  and
     marketable  title  to  the  real  property  and  all units set forth in the
     Disclosure  Schedule.  The  listing of sold and unsold time-share interests
     set  forth in the Disclosure Schedule is true, accurate and complete in all
     respects.
                                       11
<PAGE>

          (j) RAINTREE EXCHANGE. That certain Raintree Vacation Club Affiliation
     Agreement,  The  Cimarron  Resort  Condominiums  (the  "RAINTREE  EXCHANGE
     AGREEMENT")  dated  as  of  October  3,  2001,  and executed by and between
     Raintree  Vacation  Exchange,  LLC  ("RVE"),  Raintree  North  America, the
     Time-Share  Association  and  Manager  is  in  full  force  and effect, and
     subsequent  to  Closing  (i) Manager shall continue to manage Cimarron, and
     (ii)  Raintree  North  America  and  the  Time-Share Association have fully
     complied  with  and  are  current  in the payment of any and all moneys due
     under  the  Raintree  Exchange  Agreement.

          (k) 1:1 RATIO. Sellers represent and warrant that there are sufficient
     units  available  in  Cimarron for use by time-share interest purchasers in
     good  standing  under  their  purchase agreements with respect to Cimarron.

          (l)  EXCHANGE  COMPANY.  Purchasers  from  Raintree  North  America of
     time-share  interests  of  Cimarron  are  presently  affiliated and in good
     standing  with  Resort  Condominiums  International  pursuant to agreements
     relating  to  Cimarron.

          (m)  PROJECT  DEVELOPMENT,  MANAGEMENT  AND  SALES  AGREEMENT.  The
     Development  Agreement is in full force and effect and neither party has in
     the  past  or  is  presently  in  default  (either  a  payout  default or a
     performance  default) pursuant to any of the terms thereof. Except as noted
     in  the  Disclosure Schedule, all monetary payments due from Raintree North
     America to RMP and due from RMP to Raintree North America have been made in
     a  timely  manner.  Any and all amendments to the Development Agreement are
     included  in the Disclosure Schedule. Raintree North America may assign its
     interest  in  the Development Agreement to Purchaser, and RMP has consented
     to  such  assignment  by  Raintree  North America. Cimarron is presently in
     "Stage  1"  (as  defined  in  the  Development  Agreement)  out of the five
     "Stages" of development. Raintree North America has exercised its option to
     purchase  "Stage  1".

          (n)  OB  SPORTS  AGREEMENT. To the knowledge of Sellers, the OB Sports
     Agreement dated as of March 18, 1999, by and among RMP, OB Sports, LLC ("OB
     SPORTS")  and  Cimarron  Golf  Club,  LLC  ("CIMARRON  GOLF")  ("OB  SPORTS
     AGREEMENT")  is  in  full  force  and  effect  and  none  of the parties is
     presently  in  default  pursuant to any of the terms thereof. Except as set
     forth in the Disclosure Schedule, all monetary payments required to be made
     by  Raintree  North America to OB Sports in connection with the sale of any
     time-share  interest have been made in a timely manner. To the knowledge of
     Sellers, the OB Sports Agreement and all amendments thereto are included in
     the  Disclosure  Schedule. To the knowledge of Sellers, the second priority
     deed  of  trust  encumbering  Cimarron  in the original principal amount of
     $18,000,000  in  favor  of  Cimarron  Golf  is  current and neither RMP nor
     Cimarron  Golf  has  been  in  the past or is presently in default thereof.

          (o) TEXTRON LOAN AGREEMENT. The Textron Loan and Security Agreement by
     and  between  RMP and Textron Financial Corporation ("TEXTRON") dated as of
     October  20,  1999,  provides for project loans up to $28,000,000 ("TEXTRON
12
<PAGE>


     LOAN AGREEMENT"). The Textron Loan Agreement is presently in full force and
     effect  and, except as set forth in the Disclosure Schedule, Raintree North
     America  and,  to  the  knowledge  of  the Sellers, RMP is not presently in
     default  thereunder.  The Textron Loan Agreement and all amendments thereto
     are  included in the Disclosure Schedule. Textron is continuing to fund all
     construction  and  receivables  draws  in  connection with the Textron Loan
     Agreement  in  a  timely  manner.

          (p) CIMARRON TRUST. That Trust is in full force and effect and none of
     the  parties  has in the past or is presently in default pursuant to any of
     the terms thereof. Time-share interests from Cimarron have been conveyed to
     the  Trustee  pursuant  to  the Trust Agreement free and clear of liens for
     sale  to  the  public  in Mexico by Raintree North America or an Affiliate.

          (q)  INDEBTEDNESS.  Except  as  set  forth on the Disclosure Schedule,
     Sellers are not in default under any loan agreement or other obligation for
     borrowed  money.


                                   ARTICLE III
                              CONDITIONS TO CLOSING
                              ---------------------

     3.1     CONDITIONS  TO  SELLERS' OBLIGATIONS.  The obligation of Sellers to
close  the  transactions  contemplated  hereby  is subject to the fulfillment or
waiver  of all of the following conditions on or prior to the Closing Date, upon
the  non-fulfillment of any of which, this Agreement may, at Sellers' option, be
terminated  pursuant  to  and  with  the  effect  set  forth  in  Article  VII:

          (a) Each and every representation and warranty made by Purchaser shall
     have  been  true and correct when made and shall be true and correct in all
     material  respects  as  if  originally  made on and as of the Closing Date.

          (b)  All  obligations  of Purchaser to be performed hereunder through,
     and  including  on,  the  Closing  Date (including, without limitation, all
     obligations  which Purchaser would be required to perform at the Closing if
     the  transactions  contemplated  hereby  were  consummated) shall have been
     performed.

          (c)  No suit, proceeding or investigation shall have been commenced or
     threatened  by  any Governmental Entity or private person on any grounds to
     restrain,  enjoin or hinder, or to seek material damages on account of, the
     consummation  of  the  transactions  contemplated  hereby.

     3.2     CONDITIONS TO PURCHASER'S OBLIGATIONS.  The obligation of Purchaser
to  close  the transactions contemplated hereby is subject to the fulfillment or
waiver  of all of the following conditions on or prior to the Closing Date, upon
the  non-fulfillment of any of which, this Agreement may, at Purchaser's option,
be  terminated  pursuant  to  and  with  the  effect  set  forth in Article VII:

                                       13
<PAGE>
          (a)  Each  and every representation and warranty made by Sellers shall
     have  been  true and correct when made and shall be true and correct in all
     material  respects  as  if  originally  made on and as of the Closing Date.

          (b)  All obligations of Sellers to be performed hereunder through, and
     including  on,  the  Closing  Date  (including,  without  limitation,  all
     obligations  which  Sellers  would be required to perform at the Closing if
     the  transactions  contemplated  hereby  were  consummated) shall have been
     performed.

          (c)  All of the consents, waivers and estoppels required to consummate
     the  transaction  contemplated  hereunder shall have been obtained (without
     cost  to  Purchaser  or  Sellers in excess of the normal and customary cost
     associated  therewith)  or, to the extent that the Permits held by Raintree
     North  America with respect to Cimarron or the Development Agreement, would
     terminate upon the assignment of the Development Agreement, Purchaser shall
     have  either  obtained  Permits  on  substantially  the  same terms as such
     Permits,  or  shall  have  obtained binding commitments from the applicable
     Government  Entities  to  issue  such  Permits  following  the  Closing.

          (d)  Purchaser  and  OB Sports, LLC shall have entered into a purchase
     and  sale  agreement  pursuant  to which Purchaser shall acquire all of the
     outstanding  equity  interests  of  Cimarron  Golf  Club,  LLC on terms and
     conditions  satisfactory  to  Purchaser.

          (e)  Purchaser  and  Textron  shall  have  entered  into  an agreement
     pursuant  to  which  Textron shall consent to the transactions contemplated
     herein  and  agree  to  provide  financing  to Purchaser as Purchaser deems
     necessary  in  connection  with  the  transactions  contemplated  hereby.

          (f)  Seller  has delivered a consent and estoppel letter (the "CONSENT
     AND  ESTOPPEL  LETTER"),  duly  executed  by  Royale  Mirage Partners, L.P.
     confirming  that  (i) Raintree North America is in not in breach or default
     under  the Development Agreement and that no event has occurred which, with
     notice  or  the  passage  of  time,  or  both, would constitute a breach or
     default,  or  permit  termination  or  modification  of,  the  Development
     Agreement  and (ii) Royale Mirage Partners, L.P. consents to the assignment
     of  the  Development  Agreement  to  Purchaser.

          (g)  Purchaser  and  Raintree International shall have entered into an
     time-share interval purchase agreement substantially in the form of Exhibit
     D  (the  "INTERVAL  PURCHASE  AGREEMENT"), pursuant to which Purchaser will
     agree  to  sell  certain  Cimarron  time-share  intervals  to  Raintree
     International  for  re-sale.

          (h)  No suit, proceeding or investigation shall have been commenced or
     threatened  by  any governmental authority or private person on any grounds
     to  restrain,  enjoin or hinder, or to seek material damages on account of,
     the  consummation  of  the  transactions  contemplated  hereby.
                                       14
<PAGE>
          (i) All amounts due and owing to Textron as "release fees" relating to
     sales  of  Cimarron  time-share  intervals shall be paid in full, except as
     waived  or  otherwise  not  required  by  Textron  as  of the Closing Date.

          (j)  Textron  shall  have  released  Purchaser  from  any  obligations
     relating  to  the  "special  advance" pursuant to a Fifth Loan Modification
     Agreement  to  certain subsidiaries of Raintree International (the "SPECIAL
     ADVANCE")  on  June  28,  2002.

          (k)  Purchaser  shall  have  received  confirmation  from  the City of
     Cathedral  City,  California  that  the  development of Cimarron is in full
     compliance with the development plan approved by the City of Cathedral City
     and  that  there  are  no  outstanding  defaults  or  fees  due thereunder.

          (l)  Purchaser  shall  have  received  an  acknowledgment  in form and
     substance  acceptable  to  it from BNY Western of the transfer of the First
     Beneficial  Interest  under  the  Trust  Agreement  to  Purchaser.

                                   ARTICLE IV
                                     CLOSING
                                     -------

     4.1     FORM  OF  DOCUMENTS.  At the Closing, the parties shall deliver the
documents,  and  shall perform the acts, which are set forth in this Article IV.
All  documents  which  Sellers  shall  deliver  shall  be  in form and substance
reasonably  satisfactory  to  Purchaser  and  its  counsel.  All documents which
Purchaser  shall  deliver shall be in form and substance reasonably satisfactory
to  Raintree  International  and  its  counsel.

     4.2     SELLERS' DELIVERIES.  Sellers shall execute or deliver to Purchaser
all  of  the  following:

          (a)  an  assignment and assumption agreement substantially in the form
     attached hereto as Exhibit E (the "ASSIGNMENT AGREEMENT"), duly executed by
     Raintree  North  America,  pursuant to which it assigns to Purchaser all of
     its  right,  title  and  interest  in  and  to  the  Purchased  Property;

          (b)  a  certificate,  executed  by  the  Secretary  of  Raintree
     International,  dated  the  Closing  Date,  certifying  to  the  attached
     Certificate  of  Incorporation,  Bylaws,  resolutions  adopted  by Raintree
     International's  board of directors, good standing certificates of Raintree
     International  issued  by the Secretaries of State of Nevada and Texas, and
     such  other  matters  as  Purchaser  may  reasonably  require;
                                       15
<PAGE>
          (c)  a  certificate,  executed  by  the  Secretary  of  Raintree North
     America,  dated  the  Closing  Date, certifying to the attached Articles of
     Incorporation,  Bylaws,  resolutions  adopted  by  Raintree North America's
     board  of  directors,  good standing certificates of Raintree North America
     issued  by the Secretaries of State of Texas and California, and such other
     matters  as  Purchaser  may  reasonably  require;

          (d)  a certificate dated the Closing Date and signed by the Presidents
     of  each  Seller,  certifying  that the conditions specified in Section 4.2
     have  been  satisfied.

          (e)  the  favorable  written opinions of Andrews & Kurth, Mayor, Day &
     Caldwell  L.L.P.,  special  counsel  to  Sellers,  and  of  local  counsel
     reasonably  acceptable  to  Purchaser  admitted to practice in the State of
     Nevada  and  such  other  jurisdictions  as may be required, addressing the
     matters  set  forth  in  Exhibit  F  hereto;


          (f)  all  necessary  consents  and  Permits  required  to  be obtained
     pursuant  to  the  provisions  of  Section  3.2(c);

          (g)  physical  possession  of  all records, tangible assets, licenses,
     policies,  contracts,  plans,  leases  or  other  instruments  owned  by or
     pertaining  to  Cimarron  and  the  Purchased  Property,  which  are in the
     possession  of  any  Seller;

          (h)  the  Consent  and  Estoppel  Letter;

          (i)  the  Interval  Purchase  Agreement,  duly  executed  by  Raintree
     International;

          (j)  pay-off  letters  or other evidence from RMP, Cimarron Golf Club,
     LLC  and  the City of Cathedral City necessary to confirm the amounts to be
     paid  to  them  pursuant  to  Section  1.3  hereof;

          (k)  a letter from Textron acknowledging the release of Purchaser from
     any  obligations  relating  to  the  Special  Advance;  and

          (l)  without  limitation by the specific enumeration of the foregoing,
     all  other  documents  reasonably  required  from Sellers to consummate the
     transactions  contemplated  hereby.

     4.3     PURCHASER'S  DELIVERIES.  Purchaser shall execute and/or deliver to
Sellers  all  of  the  following:

          (a) the Purchase Price to be paid to Raintree North America at Closing
     as  provided  in  Section  1.2;

          (b)  a  certificate, executed by the Secretary of Purchaser, dated the
     Closing  Date,  certifying  to  the  attached Certificate of Incorporation,
     Bylaws,  resolutions  adopted  by  Purchaser's  board  of  directors,  good
     standing  certificates  of  Purchaser issued by the Secretaries of State of
     New  York  and  Nevada,  and  such  other matters as Sellers may reasonably
     require;

          (c)  a  certificate dated the Closing Date and signed by the President
     of  Purchaser, certifying that the conditions specified in Section 4.3 have
     been  satisfied.

          (d)  the  Assignment  Agreement,  duly  executed  by  Purchaser;
                                       16
<PAGE>
          (e)  the  Interval  Purchase  Agreement,  duly  executed by Purchaser;

          (f)  the favorable written opinions of counsel to Purchaser addressing
     the  matters  set  forth  in  Exhibit  G  hereto;  and


          (g)  without  limitation by the specific enumeration of the foregoing,
     all  other  documents  reasonably required from Purchaser to consummate the
     transactions  contemplated  hereby.

                                    ARTICLE V
                             POST-CLOSING AGREEMENTS
                             -----------------------

     5.1     POST-CLOSING  AGREEMENTS.  From  and after the Closing, the parties
shall  have  the  respective  rights  and obligations which are set forth in the
remainder  of  this  Article  V.

     5.2     BACK-UP  INFORMATION.  Sellers  shall,  at  Purchaser's  request,
furnish  complete  detailed  back-up  information  with respect to the Purchased
Property  to the extent such material is in Sellers' possession or is reasonably
available  to  Sellers.

     5.3     THIRD  PARTY  CLAIMS.  The  parties shall cooperate with each other
with  respect  to  the  defense of any claims or litigation made or commenced by
third  parties  subsequent  to  the  Closing  Date  which are not subject to the
indemnification  provisions  contained  in  Article  VI, provided that the party
requesting  cooperation  shall  reimburse  the other party for the other party's
reasonable  out-of-pocket  costs  and  expenses  of furnishing such cooperation.

     5.4     FURTHER  ASSURANCES.  The  parties  shall  execute  such  further
documents,  and  perform  such further acts, as may be necessary to transfer and
convey  the Purchased Property to Purchaser on the terms herein contained and to
otherwise  comply  with  the  terms  of  this  Agreement.

                                   ARTICLE VI
                                 INDEMNIFICATION
                                 ---------------

     6.1     AGREEMENT  OF  RAINTREE INTERNATIONAL TO INDEMNIFY.  Subject to the
conditions  and  provisions  of  this  Article VI, Raintree International hereby
agrees  to  indemnify,  defend  and  hold  harmless Purchaser, and its officers,
directors,  employees,  agents,  representatives  and Affiliates (the "PURCHASER
INDEMNIFIED  PERSONS")  from  and against and in any respect of any liabilities,
demands,  claims,  actions  or  causes  of  action,  regulatory,  legislative or
judicial  proceedings  or  investigations,  assessments,  levies, losses, fines,
penalties, damages, costs and expenses, including, without limitation reasonable
attorneys',  accountants',  investigators',  and  experts'  fees  and  expenses,
sustained  or  incurred  in  connection with the defense or investigation of any
such  claim  (collectively,  "DAMAGES"),  against, resulting to, imposed upon or
incurred  by  the  Purchaser  Indemnified  Persons  (whether such claims are by,
against  or  relate  to  Purchaser  or any other party, including a Governmental
Entity),  directly  or  indirectly,  by  reason  of  or  resulting  from (a) any
misrepresentation  or breach of any representation or warranty, or noncompliance
                                       17
<PAGE>

with  any  covenants  or  other  agreements,  given  or  made by Sellers in this
Agreement  or  in  any document furnished by or on behalf of Sellers pursuant to
this  Agreement  or  (b) the claim of any broker or finder engaged or alleged to
have  been  engaged  by  Sellers.

     6.2     AGREEMENT OF PURCHASER TO INDEMNIFY.  Subject to the conditions and
provisions  of this Article VI, Purchaser hereby agrees to indemnify, defend and
hold  harmless  Sellers  and  their  respective  officers, directors, employees,
agents,  representatives  and Affiliates (the "SELLER INDEMNIFIED PERSONS") from
and  against  and  in  any respect of all Damages against, resulting to, imposed
upon  or incurred by any Seller Indemnified Persons (whether such claims are by,
against  or  relate  to  Sellers  or  any  other party, including a Governmental
Entity),  directly  or  indirectly,  by  reason  of  or  resulting  from (a) any
misrepresentation  or breach of any representation or warranty, or noncompliance
with  any  covenants  or  other  agreements,  given or made by Purchaser in this
Agreement  or in any document furnished by or on behalf of Purchaser pursuant to
this  Agreement  or  (b) the claim of any broker or finder engaged or alleged to
have  been  engaged  by  Purchaser.

     6.3     INDEMNIFICATION  PROCEDURES.  A  party  entitled to indemnification
hereunder  shall  herein  be  referred  to  as  an "indemnified party."  A party
obligated  to  indemnify  an indemnified party shall herein be referred to as an
"indemnifying  party."

          (a)  THIRD  PARTY CLAIMS. Within 10 business days after an indemnified
     party  receives  notice of any third party claim or the commencement of any
     action  by any third party which such indemnified party reasonably believes
     may  give  rise  to  a claim for indemnification from an indemnifying party
     hereunder,  such  indemnified party shall, if a claim in respect thereof is
     to be made against an indemnifying party under this Article VI, notify such
     indemnifying  party in writing in reasonable detail of such claim or action
     and include with such notice copies of all notices and documents (including
     court  papers)  served  on  or  received by the indemnified party from such
     third  party.  Failure  to  give such written notice within the time period
     described  above  shall  not  release  the indemnifying party except to the
     extent  such  party  is  prejudiced  by  such failure. Upon receipt of such
     notice,  the  indemnifying  party  shall be entitled to participate in such
     claim  or  action,  to  assume  the defense thereof with counsel reasonably
     satisfactory  to  the  indemnified  party, and to settle or compromise such
     claim  or  action,  provided  that  if  such settlement or compromise shall
     provide  for  any  relief other than a monetary payment by the indemnifying
     party,  such  settlement  or  compromise  shall  be  effected only with the
     consent  of  the indemnified party, which consent shall not be unreasonably
     withheld  or  delayed.  After  notice  to  the  indemnified  party  of  the
     indemnifying  party's  election  to  assume  the  defense  of such claim or
     action, the indemnifying party shall not be liable to the indemnified party
     under this Article VI for any legal or other expenses subsequently incurred
     by  the indemnified party in connection with the defense thereof other than
     reasonable  costs  of  investigation,  provided  that the indemnified party
     shall  have  the  right  to  employ  counsel  to  represent  it  if (i) the
     employment  of  such counsel has been specifically authorized in writing by
     the  indemnifying  party, (ii) such claim or action involves remedies other
     than  monetary  damages  and  such  remedies,  in  the  indemnified party's
     reasonable  judgment,  could  have  a  material  adverse  effect  on  such
     indemnified  party or (iii) the named parties to any such third party claim
                                       18
<PAGE>
     (including  impleaded  parties)  include both the indemnified party and the
     indemnifying  party  and  such indemnified party shall have been advised in
     writing  by its counsel that there may be conflicting interests between the
     indemnifying  party  and the indemnified party in the legal defense of such
     third  party  claim,  and  in  any such event the fees and expenses of such
     separate counsel shall be paid by the indemnifying party, provided that the
     indemnifying  party  shall  not be obligated to pay the fees or expenses of
     more  than one separate counsel for all indemnified parties arising out the
     same  claim  or  action. If the indemnifying party does not elect to assume
     the  defense  of  such  claim  or  action within 30 days of the indemnified
     party's  delivery  of  notice  of  such a claim or action, the indemnifying
     party  shall  be  deemed  to have waived its right to assume the defense of
     such  third  party  claim  and  the  indemnified party shall be entitled to
     assume  the defense thereof. If the indemnifying party fails to acknowledge
     in writing its indemnification obligation to the indemnified party for such
     claim  or  action within a reasonable period following the request therefor
     by the indemnified party, the indemnified party shall be entitled to assume
     the  defense  of  such  claim  or action in any manner it deems appropriate
     including,  without  limitation,  settling  any  such  third party claim or
     consenting to the entry of any judgment with respect thereto, provided that
     it  acts  reasonably  and  in  good  faith. Unless it has been conclusively
     determined through a final judicial determination (or settlement tantamount
     thereto) that the indemnifying party is not liable to the indemnified party
     under  this  Section 6.3, the indemnified party shall act reasonably and in
     accordance  with  its  good  faith  business  judgment with respect to such
     defense,  and  shall  not  settle  or  compromise  any such claim or action
     without  the  consent of the indemnifying party, which consent shall not be
     unreasonably  withheld  or  delayed.  The parties hereto agree to render to
     each  other  such  assistance  as  may  reasonably be requested in order to
     insure  the  proper  and  adequate  defense  of  any  such claim or action,
     including  making  employees  available  on  a mutually convenient basis to
     provide additional information and explanation of any relevant materials or
     to  testify  at  any  proceedings  relating  to  such  claim  or  action.

          (b)  OTHER  CLAIMS. Within 10 business days after an indemnified party
     sustains any damages not involving a third party claim or action which such
     indemnified  party  reasonably  believes  may  give  rise  to  a  claim for
     indemnification  from  an  indemnifying  party  hereunder, such indemnified
     party  shall  deliver  notice  of  such  claim  to  the indemnifying party,
     specifying  with  reasonable  detail  the basis on which indemnification is
     being  asserted  and  the amount of such damages. If the indemnifying party
     does not notify the indemnified party within 30 calendar days following its
     receipt  of  such notice that the indemnifying party disputes its liability
     to the indemnified party under this Article VI, such claim specified by the
     indemnified  party  in such notice shall be conclusively deemed a liability
     of  the indemnifying party under this Article VI and the indemnifying party
     shall  pay  the amount of such claim to the indemnified party on demand or,
     in  the case of any notice in which the amount of the claim (or any portion
     thereof) is estimated, on such later date when the amount of such claim (or
     such portion thereof) becomes finally determined. If the indemnifying party
     has  timely  disputed its liability with respect to such claim, as provided
     above,  the  indemnifying  party and the indemnified party shall proceed in
     good  faith  to negotiate a resolution of such dispute and, if not resolved
     through  negotiations,  such  dispute shall be resolved by litigation in an
                                       19
<PAGE>

    appropriate  court  of  competent  jurisdiction.

          (c)  PROMPT  PAYMENT.  The  indemnifying  party  shall promptly pay or
     reimburse,  as  appropriate, the indemnified party for any Damages to which
     it  is  entitled  to  be  indemnified  hereunder. No party shall permit any
     exercise  of  any  right  of  set-off  against  any  other  party.

     6.4  CHARACTERIZATION OF INDEMNITY PAYMENTS. Purchaser and Sellers agree to
treat any payment made by Sellers hereunder to Purchaser as an adjustment to the
Purchase  Price.  However,  in the event the Internal Revenue Service determines
that  any  such  payment  constitutes  taxable gain or income to the payee, such
payment  shall  be  increased so that the payee receives, on an after-Tax basis,
the  amount  which  would  have  been  received  had the payment not resulted in
taxable  gain  or  income.

                                   ARTICLE VII
                                   TERMINATION
                                   -----------

     7.1     TERMINATION.  This Agreement may be terminated at any time prior to
the  Closing  Date:

          (a)  by  the  mutual  written  agreement  of  Purchaser  and  Raintree
     International;  or

          (b)  by  either  of  such  parties  if the Closing Date shall not have
     occurred  by  September  9,  2002;  provided,  however,  that  the right to
     terminate  this  Agreement under this Section 7.1(b) shall not be available
     to  any  party  whose failure to fulfill any material obligation under this
     Agreement  has  been the cause of or resulted in the failure of the Closing
     to  occur  on  or  prior  to  the  aforesaid  date.

     7.2     REMEDIES.  Notwithstanding any termination right granted in Section

          7.1, in the event of the non-fulfillment of any condition to a party's
closing  obligations,  such  party  may  elect  to do one of the following:

          (a)  proceed  to  close  despite  the  non-fulfillment  of any closing
     condition,  it  being understood that consummation of the Closing shall not
     be  deemed a waiver of a breach of any representation, warranty or covenant
     or  of  any  party's  rights  and  remedies  with  respect  thereto;

          (b)  decline to close, terminate this Agreement as provided in Section

          7.1,  and  thereafter  seek damages to the extent permitted in Section
7.3;  or

          (c)  seek  specific performance of the obligations of the other party.
     Each  party  hereby agrees that in the event of any breach by such party of
     this  Agreement,  the remedies available to the other party at law would be
     inadequate  and  that  such party's obligations under this Agreement may be
     specifically  enforced.
                                       20
<PAGE>

     7.3 RIGHT TO DAMAGES. Except as provided in the following sentence, if this
Agreement is terminated pursuant to Section 7.1, neither party hereto shall have
any  claim  against  the  other.  In the event this Agreement is terminated as a
result  of  the  non-terminating  party's  material  breach  of  any  of  the
representations and warranties of the non-terminating party contained in Article
II  being  in  a  material respect incorrect when made, termination shall not be
deemed  or  construed  as  limiting  or  denying any legal or equitable right or
remedy  of  the  terminating  party,  and  the  terminating  party shall also be
entitled  to  recover,  without  limitation,  its  costs  and expenses which are
incurred  in  pursuing  its rights and remedies (including reasonable attorneys'
fees).

                                  ARTICLE VIII
                                  MISCELLANEOUS
                                  -------------

     8.1     EXPENSES.  Regardless  of  whether  the  transactions  contemplated
hereby  have  been  consummated  at  the  Closing,  each party shall pay its own
expenses  incidental  to  the preparation of this Agreement, the carrying out of
the  provisions  of  this  Agreement  and  the  consummation of the transactions
contemplated  hereby.

     8.2  PRESS  RELEASES.  Raintree  International,  Raintree North America and
Purchaser  shall  not  issue  any  press  release  or  otherwise make public any
information  with  respect  to  this  Agreement or the transactions contemplated
hereby  prior to the Closing. Raintree International and Purchaser shall issue a
joint  press  release  announcing  the  execution  of  this  Agreement  and  the
occurrence  of  the  Closing.

     8.3 Contents of Agreement; Parties in Interest; Etc. This Agreement and the
agreements referred to or contemplated herein set forth the entire understanding
of the parties hereto with respect to the transactions contemplated hereby, and,
except  as  set  forth in this Agreement, such other agreements and the exhibits
and  the  Disclosure  Schedule  hereto  (which  such exhibits and the Disclosure
Schedule  are  and  shall be considered incorporated into this Agreement), there
are  no  representations or warranties, express or implied, made by any party to
this Agreement with respect to the subject matter of this Agreement. Any and all
previous  agreements  and  understandings between or among the parties regarding
the  subject  matter  hereof,  whether  written  or oral, are superseded by this
Agreement  and  the  agreements  referred  to  or  contemplated  herein.

     8.4  ASSIGNMENT  AND  BINDING EFFECT. This Agreement may not be assigned by
any party hereto without the prior written consent of the other parties, and any
such  attempted assignment without such consent shall be void. All the terms and
provisions  of  this Agreement shall be binding upon and inure to the benefit of
and  be  enforceable  by  the respective successors and permitted assigns of the
parties  hereto.

     8.5  NOTICES.  All notices required or permitted to be given hereunder will
be  in  writing  and  may  be  delivered  by  hand,  by facsimile, by nationally
recognized  private courier, or by United States mail. Notices delivered by mail
                                       21
<PAGE>

will  be deemed given five (5) business days after being deposited in the United
States  mail,  postage  prepaid,  registered  or  certified mail, return receipt
requested.  Notices delivered by hand, by facsimile, or by nationally recognized
private  carrier will be deemed given on the day of receipt. All notices will be
addressed  as  follows:

     If  to  Sellers:

               Raintree  Resorts  International,  Inc.
               10000  Memorial  Drive,  Suite  480
               Houston,  Texas  77024
               Attention:  Mr.  Douglas  Y.  Bech
               Fax:  (713)  613-2828

     with  a  copy  to:

               Andrews  &  Kurth  L.L.P.
               600  Travis,  Suite  4200
               Houston,  Texas  77002
               Attention:  Mr.  Robert  V.  Jewell
               Fax:  (713)  238-7135

     If  to  Purchaser:

               Mego  Financial  Corp.
               4310  Paradise  Road
               Las  Vegas,  Nevada  89109
               Attention:  Mr.  Floyd  Kephart
               Fax:  (702)  369-4398

     with  a  copy  to:

               Ungaretti  &  Harris
               3500  Three  First  National  Plaza
               Chicago,  Illinois  60602
               Attention:  Mr.  Gary  I.  Levenstein
               Fax:  (312)  977-4405

and/or to such other respective addresses and/or persons as may be designated by
notice  given  in  accordance  with  the  provisions  of  this  Section  8.5.

     8.6     AMENDMENT.  This Agreement may be amended, modified or supplemented
at  any  time  prior  to  the  Closing  Date  by mutual written agreement of the
respective  Boards  of  Directors  of Purchaser and Raintree International.  Any
amendment,  modification  or  revision  of  this  Agreement  and  any  waiver of
compliance  or  consent  with  respect  hereto  shall  be effective only if in a
written  instrument  executed  by  the  parties  hereto.
                                       22
<PAGE>

     8.7  GOVERNING LAW. This Agreement shall be governed by and interpreted and
enforced  in  accordance  with  the  laws  of the State of Nevada, as applied to
contracts  made  and  fully  performed  in  such  state.

     8.8  BENEFIT  TO  OTHERS.  The  representations,  warranties, covenants and
agreements  contained  in this Agreement are for the sole benefit of the parties
hereto,  and  their  respective  successors  and  assigns, and they shall not be
construed as conferring, and are not intended to confer, any rights on any other
person,  except  for  the  Seller  Indemnified Persons and Purchaser Indemnified
Persons.

     8.9  SEVERABILITY.  If  any  term  or  other provision of this Agreement is
determined  to be invalid, illegal or incapable of being enforced by any rule of
law  or  public  policy,  all  other terms and provisions of the Agreement shall
remain  in  full  force  and effect. Upon such determination, the parties hereto
shall  negotiate  in good faith to modify this Agreement so as to give effect to
the original intent of the parties to the fullest extent permitted by applicable
law.

     8.10  SECTION  HEADINGS.  All section headings are for convenience only and
shall  in  no  way  modify  or  restrict  any of the terms or provisions hereof.

     8.11  COUNTERPARTS.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original. This Agreement and any
counterpart  so  executed  shall  be  deemed  to be one and the same instrument.

     8.12     DEFINITIONS.  The  following  capitalized terms used herein and/or
the  exhibits  and  schedules  hereto  shall  have the meanings set forth below.

     "AFFILIATE"  means  with  respect  to any person, any person which controls
such  person,  which that person controls, or which is under common control with
such  person.  For  purposes of the preceding sentence, the term "control" means
the  power,  direct  or  indirect,  to  direct  or  cause  the  direction of the
management  and  policies  of  a  person  or  entity  through voting securities,
contract  or  otherwise.

     "CLAIMS"  means  options,  proxies,  voting  trusts,  voting  agreements,
judgments,  pledges,  charges,  escrows, rights of first refusal or first offer,
mortgages,  indentures, claims, transfer restrictions, liens, equities, security
interests  and  other  encumbrances of every kind and nature whatsoever, whether
arising  by  agreement,  operation  of  law  or  otherwise.

     "CLOSING"  means  the consummation of the transactions contemplated by this
Agreement.


     "CLOSING  DATE"  means  the  date on which the Closing occurs in accordance
with  Section  1.4.

     "ENVIRONMENTAL  LAWS"  means  all  federal,  state  and  local  statutes,
regulations,  ordinances,  rules, regulations and policies, all court orders and
decrees  and  arbitration  awards,  and  the  common  law,  which  pertain  to
environmental  matters  or  contamination of any type whatsoever.  Environmental
Laws  include,  without  limitation, those relating to: manufacture, processing,
use, distribution, treatment, storage, disposal, generation or transportation of
                                       23
<PAGE>

hazardous  materials;  air,  soil,  surface  or ground water or noise pollution;
releases;  protection  of  wildlife,  endangered  species,  wetlands  or natural
resources;  containers;  health  and  safety of employees and other persons; and
notification  requirements  relating  to  the  foregoing.

     "GOVERNMENTAL  ENTITY"  governmental  agency  or  regulatory  body,  court,
agency,  commission,  division,  department,  public  body  or  other authority.

     "INTELLECTUAL PROPERTY" means all of the following: (i) trademarks, service
marks,  slogans,  trade  names,  trade  dress  and the like (ii) all proprietary
formulations,  manufacturing  methods,  know-how  and  trade  secrets; (iii) all
patents on and pending applications to patent any technology or design; (iv) all
copyrights;  and  (v)  all  licenses of rights in computer software, trademarks,
patents,  copyrights,  unpatented  formulations,  and  other  know-how.

     "PERMITS"  means  all  licenses,  permits,  registrations,  approvals  and
agreements  and  consents which are required in order for the applicable company
to  conduct  its  business  as  presently  conducted  and  in the context of any
environmental  matters  also  means licenses, permits, registrations, approvals,
agreements  and  consents  which  are  required  under or are issued pursuant to
Environmental  Laws.

     "RELATED  PARTY" means any present or former officer, director, stockholder
or  Affiliate  of  such company, any present or former known spouse, ancestor or
descendant  of  any  of the aforementioned persons or any trust or other similar
entity  for  the  benefit  of  any  of  the  foregoing  persons.


     "SUBSIDIARY" means any corporation, partnership, limited liability company,
joint  venture or other legal entity and of which the person referred to (either
alone  or  through  or  together  with  any other Subsidiary), owns, directly or
indirectly,  50%  or  more  of  the  capital stock or other equity interests the
holders  of  which  are generally entitled to vote with respect to matters to be
voted  on in such corporation, partnership, joint venture or other legal entity.





                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                       24
<PAGE>
IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.

                                 SELLERS:
                                 --------

                                         RAINTREE  RESORTS  INTERNATIONAL,  INC.

                                         By:
                                            -----------------------------------
                                         Name:  Brian  Tucker
                                         Title:  Chief  Operating  Officer



                                         RAINTREE  NORTH  AMERICA  RESORTS, INC.

                                         By:
                                            -----------------------------------
                                         Name:  Brian  Tucker
                                         Title:  Vice  President



                                         PURCHASER:
                                         ----------

                                         MEGO  FINANCIAL  CORP.  d/b/a
                                         LEISURE  INDUSTRIES  CORPORATION

                                         By:
                                            -----------------------------------
                                         Name:  Gregg  McMurtrie
                                         Title:  Executive  Vice  President



                                       25
<PAGE>
SCHEDULES  AND  EXHIBITS

Schedule  I

Disclosure  Schedule


Exhibit  A  -     Development  Agreement

Exhibit  B  -     Trust  Agreement,  including  all  amendments

Exhibit  C  -     Legal  Description  of  Real  Property

Exhibit  D  -     Interval  Purchase  Agreement

Exhibit  E  -     Assignment  Agreement

Exhibit  F  -     Sellers'  Counsel  Opinion(s)

Exhibit  G  -     Purchaser's  Counsel  Opinion

                                       26
<PAGE>

Schedule  I

ASSUMED  LIABILITIES  AND  PAYMENTS
-----------------------------------

Royale  Mirage  Partners,  L.P.  -  $228,161.72

OB  Sports  -  $119,039.65

City  of  Cathedral  City  -  $14,913.85

Robert  Gibson  (finder's  fee)  -  $10,000.00

RCI  Management,  Inc.  -  $157,008.15

Brobeck  (attys  for  BNY  Western)  -  $2,655.00


                                       27



<PAGE>