EMPLOYMENT AGREEMENT



               EMPLOYMENT AGREEMENT (this "Agreement"),  dated as of November 1,
          2001, is by and between Raintree Resorts International, Inc., a Nevada
          corporation ("Employer"), and Cheryl C. Martell ("Employee").


                              W I T N E S S E T H:

         A.       Employer desires to continue the services of Employee as
                  Project Director of The Teton Club, and continues and extends
                  the Employment Agreement dated as of November 9, 1998 between
                  Employer and Employee.

         B.       Employer considers the employment of Employee pursuant to the
                  terms of this Agreement to be in the best interests of
                  Employer and its equity holders to facilitate continuity of
                  experienced management and wishes to assure that Employee
                  serves Employer on an objective and impartial basis and
                  without distraction or conflict of interest upon the potential
                  termination of Employee's employment under certain
                  circumstances.

         C.       Employee is willing, on the terms and subject to the
                  conditions provided in this Agreement, to undertake the
                  responsibilities contemplated herein, furnish services to
                  Employer as provided herein and be subject to certain
                  employment restrictions and obligations.

         D.       Undefined capitalized terms are defined in Section 8(a).
                                                             ------------

          NOW  THEREFORE,  in  consideration  of the  premises,  the  covenants,
     representations  and warranties  herein contained and other good,  valuable
     and binding consideration,  the receipt and sufficiency of which are hereby
     acknowledged by the parties hereto, the parties hereby agree:


          1.  Employment  Term.  This Agreement shall commence as of November 1,
     2001  (the  "Commencement  Date")  and  shall  remain  in  effect  from the
     Commencement  Date  through  December  31,  2004 (the  "Employment  Term").
     Beginning on January 1, 2005,  and upon each  anniversary,  this  agreement
     will be automatically renewed and the Employment Term shall be extended for
     successive  one year periods  unless  terminated  by either the Employee or
     Employer by giving written notice of termination  not less than 120 days in
     advance of the renewal  date;  provided that there shall be no such renewal
     after the year in which Employee turns 63.

          2. Responsibilities and Authority. Employer hereby employs Employee to
     serve as a Vice  President of Employer with a current  assignment as of the
     date hereof as Project  Director of The Teton Club.  During the  Employment
     Term, Employee will have the responsibility and authority to administer and
     coordinate the activities of Employer and its subsidiaries  relating to The
     Teton Club or such other projects or other executive


<PAGE>
     administrative   duties  in  accordance  with  the  policy   guidelines  as
     established by Employer's Chairman or Board.

          3. Acceptance of Employment.  Employee accepts  employment by Employer
     on the terms and  conditions  herein  provided  and agrees,  subject to the
     terms of this Agreement, to devote all of her full business time to advance
     the business of Employer.  Without  Employer's  Board's approval,  Employee
     will not serve on the Board of Directors of any  non-affiliate  of Employer
     that is not controlled by Employee's family.

          4.  Compensation  and  Benefits.  As  compensation  for  her  services
     hereunder, Employee will be entitled to the following amounts.


               (a) Base  Salary.  Employee's  base cash salary for the year 2002
          shall be at the aggregate rate of  US$165,000.00  per annum (the "Base
          Salary"). The Base Salary as in effect from time to time, will be paid
          in accordance with its Company's customary payroll practices. The Base
          Salary shall not be reduced below US $120,000 per annum.

               (b) Bonus.  Employee will be entitled to participate in any bonus
          program   established  by  the  Employer's   Board,   the  amount  and
          determination  of  which  as  applicable  to  Employee  shall be fully
          discretionary by Compensation Committee of Employer's Board.

               (c) Benefits and Productivity Aids.  Employee will be entitled to
          receive the benefits (the "Benefits") listed on Schedule A.

               (d)  Beneficiaries.  Employee  will  have the  absolute  right to
          designate the  beneficiaries  to receive the proceeds,  if any, of all
          Benefits upon Employee's death.

               (e) Acceleration of Payments.

                    (i) Occurrence of Triggering Event. Upon the occurrence of a
               Triggering Event, Employee shall receive from Employer (i) a lump
               sum payment  equal to one-half  times Base Salary and (ii) earned
               Bonuses, any vested stock options and any other sums due him.

                    (ii)  Time of  Payment.  All  accelerated  payments  of Base
               Salary, Bonuses and Benefits to Employee pursuant to this Section
               4(e)  shall be paid as  promptly  as  possible  but in any  event
               within 30 days after  Employee  provides  notice of a  Triggering
               Event.

                    (iii)  Reimbursement of Expenses.  Employee will be promptly
               reimbursed for Reimbursable Expenses.

               (f) Consideration.  Employee's  covenants contained in Sections 6
          and 7 are in return for the consideration Employee is to receive under
          Section 4(e).

               (g) Employer will provide all  compensation  and benefits  listed
          above.


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<PAGE>
          5.  Termination.  This Agreement may be terminated  upon the following
     terms:

               (a)  Termination  Upon Death.  This Agreement will terminate upon
          the first day of the month  following  Employee's date of death during
          the  Employment  Term  and,  other  than  Benefits  and   Reimbursable
          Expenses, no further amounts will be due hereunder.

               (b)  Termination  Upon Total  Disability.  Employer may terminate
          this  Agreement  because  of Total  Disability  upon at least 30 days'
          notice to Employee;  provided  that (i) Employer will pay Employee her
          Base Salary for the lesser of (A) period  from such  notice  until the
          date on which the  disability  benefits  contemplated  by the Benefits
          begin  accruing and (B) 120 days from such notice,  and (ii)  Employer
          shall pay all other Benefits and Reimbursable Expenses owed Employee.

               (c) Termination by Employer Without Cause. If terminated  without
          Cause, Employee shall be entitled to receive three months Base Salary.

               (d)  Termination  by  Employer  With  Cause.  Employer  shall  be
          entitled to  terminate  Employee's  employment  at any time for Cause.
          Upon such termination for Cause, all of Employee's rights and benefits
          provided for in this Agreement shall terminate immediately,  except as
          to any accrued and unpaid  Base  Salary  prorated  through the date of
          termination and any Benefits or amounts owed for Reimbursable Expenses
          incurred by Employee prior to such  termination.  Employee will not be
          deemed  to have  been  terminated  for  Cause  until  there  has  been
          delivered to him a termination notice by Employer's Board.


          6. Confidentiality and Solicitation.

               (a) Confidentiality.

                    (i) Confidentiality of Information.  Employee recognizes and
               acknowledges  that he will  have  access  to the  Trade  Secrets,
               access to and knowledge of which are essential to the performance
               of Employee's  duties  hereunder.  Employee will not,  during the
               term of her  employment  by  Employer or  thereafter,  either (A)
               disclose  such  Trade  Secrets  to any  Person  for any reason or
               purpose whatsoever, except on behalf of Employer for its business
               purposes  during the term of this  Agreement,  or (B) make use of
               any Trade  Secrets for her own purposes or for the benefit of any
               Person,  except to the extent  authorized by an agreement between
               Employer and any such Person.

                    (ii)  Return of  Confidential  Information.  All samples and
               copies of Trade Secrets  prepared or obtained by Employee  during
               employment  shall at all times be the  property of  Employer  and
               Employee  shall  deliver  the same to  Employer  at any time upon
               Employer's  request,  and in any event shall  deliver the same to
               Employer upon the  termination  of employment  whether or not she
               has been requested to do so.


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<PAGE>
               (b)  Solicitation.  During the  Employment  Term and three  years
          thereafter,  Employee will not, and will cause her  affiliates to not,
          directly or indirectly,  (i) solicit for employment by any Person, its
          affiliates or anyone else, any employee (other than Pat Hanes) or then
          currently active independent contractor of Employer or its affiliates,
          or any person who was an employee or then currently active independent
          contractor of Employer or its  affiliates,  within the one year period
          immediately preceding such solicitation of employment;  or (ii) induce
          or  attempt  to  induce,  any  employee  (other  than  Pat  Hanes)  or
          independent  contractor  of Employer or its  affiliates,  to terminate
          such  employee's   employment  or  independent   contractor's   active
          contractual relationship.

               (c)  Specific  Performance.  If there is a breach  or  threatened
          breach of the provisions of this Section 6, Employer shall be entitled
          to an injunction  restraining Employee from such breach,  without bond
          or other  security.  Nothing  herein shall be construed as prohibiting
          Employer  from  pursuing  any  other   remedies  for  such  breach  or
          threatened breach.


          7. Covenant Not to Compete.

               (a)  Non-Competition  Covenant.  In return for the  consideration
          described in Section 4, Employee agrees that he shall not for a period
          of three years from the  termination of her  employment  with Employer
          (the "Non-Competition Term") in any manner whatsoever, either directly
          or  indirectly,  with any Person in each case,  within the  Geographic
          Area:

                    (i) provide or offer to provide to any Person any  services,
               information  or other  assistance  relating  to the  business  of
               Employer  or of  any  of  its  affiliates  (as  of  the  date  of
               termination  of  Employee's  employment)  or with  respect to any
               customer,  client or prospective  customer or client, of Employer
               or of any of its  affiliates in each case,  within the Geographic
               Area;

                    (ii) own, operate,  engage in, participate in, or contribute
               to, alone or as a partner,  joint  venturer,  officer,  director,
               member,  employee,  consultant,  agent, independent contractor or
               stockholder of, or lender to, or in any other  capacity,  in each
               case, any real estate,  timeshare product, service or product, or
               other which is the same as, similar to, or competes with Employer
               or its  affiliate's  services or products or which  compete  with
               Employer or its affiliate's business;

                    (iii)  (A)  call  on  any  Acquisition  Candidate  with  the
               knowledge of such Acquisition Candidate's status as such, for the
               purpose of  acquiring,  or  arranging  the  acquisition  of, that
               Acquisition  Candidate by any Person  other than  Employer or its
               affiliates, (B) induce any Person which is a customer of Employer
               or  its   affiliates  to  patronize  any  business   directly  or
               indirectly in competition with the business conducted by Employer
               or its affiliates; (C) canvass, solicit or accept from any Person
               which is a  customer  of  Employer  or its  affiliates,  any such
               competitive  business;  or (D) request or advise any Person which
               is a customer  of  Employer  or its  affiliates,  or its or their
               successors;  "Acquisition Candidate" means (I) any Person engaged
               in the Timeshare Business, or the purchase or development of real
               estate with the purpose of engaging in the Timeshare  Business or
               (II) any project with respect to the Timeshare  Business,  and in
               either   case  (i)  which  was  called  on  by  Employer  or  its
               affiliates,  in  connection  with  the  possible  acquisition  by
               Employer or its  affiliates  of that  Person or project,  or (ii)
               with  respect  which  Employer  or its  affiliates  has  made  an
               acquisition analysis; or

                    (iv) directly or indirectly  employ, or knowingly permit any
               Person, directly or indirectly, controlled by him, to employ, any
               Person who was  employed  by  Employer  or its  affiliates  at or
               within the prior one year.

               (b) Employee agrees and understands  that Employer's  business is
          highly competitive and that Employer has invested considerable sums of
          money in developing real estate and timeshare properties and services,
          training programs, sales programs,  pricing and marketing formulas and
          programs,  and account records for the proper servicing of its clients
          and potential clients.

               (c) Employee further agrees and understands that this covenant is
          necessary  for  the  protection  of  Employer  due to  its  legitimate
          interest  in  protecting  its  business  goodwill  and Trade  Secrets.
          Employee  further  agrees  and  understands   that,   because  of  the
          legitimate  interest of Employer in protecting  its business  goodwill
          and Trade  Secrets as well as the extensive  confidential  information
          and  special  knowledge  received  by  Employee  from  Employer,   the
          restrictions enumerated in Section 7(a) are not oppressive and are, in
          fact,  reasonable.  Employee also agrees and understands  that, due to
          the  necessity  of  this  covenant  and  the  adequate   consideration
          supporting  it, this  covenant  does not prevent  competition,  and in
          fact, it encourages Employer to entrust Employee with Trade Secrets.

               (d) If a court  of  competent  jurisdiction  determines  that the
          scope of any  provision  of this Section 7 is too broad to be enforced
          as written,  the parties  intended that the court reform the provision
          to  such  narrower  scope  as  it  determines  to  be  reasonable  and
          enforceable.

               (e)  Employee  agrees that if he breaches  this  covenant he will
          submit to the  rendition  of a temporary  restraining  order,  without
          prior notice, and thereafter to a temporary and permanent  injunction.
          Further,  Employee agrees to the jurisdiction of an appropriate  court
          in Harris County, Texas, for the enforcement of this covenant.


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          8. Miscellaneous.

               (a) Definitions. The following terms have the indicated meanings.

                    (i) Base Salary - defined in Section 4(a).


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<PAGE>
                    (ii) Cause -

                         (A) the failure of Employee  to  substantially  perform
                    her  covenants and duties  described  herein (other than any
                    such failure resulting from Total Disability);

                         (B) the  engaging by  Employee in willful,  reckless or
                    grossly negligent  misconduct which is materially  injurious
                    to  Employer  or  any  of  its  affiliates,   monetarily  or
                    otherwise;

                         (C) the misappropriation of Employer funds;

                         (D)  Employee's  commission  of an act  of  dishonesty,
                    affecting  Employer or its affiliates,  or the commission of
                    an act constituting common law fraud or a felony; or

                         (E) Employee  shall resign or otherwise  terminate  her
                    employment with Employer for any reason other than by mutual
                    written agreement with Employer.

                    (iii) Change of Control - is deemed to have  occurred if any
               "person" as such term is used in Sections  13(d) and 14(d) of the
               Securities Exchange Act of 1934, as then in effect,  other than a
               shareholder or its beneficiary on the date hereof or any "person"
               who on the date of  determination  is a  Director  or  Officer of
               Employer, is or becomes the "beneficial owner" as defined in Rule
               13d-3 under such Act,  directly or  indirectly,  of securities of
               Employer representing 51% or more of the combined voting power of
               Employer's then outstanding equity securities.

                    (iv) Geographic Area - the geographic  market areas (and the
               specific countries and states located therein) of Employer or its
               affiliates in which  Employer is conducting  business at the time
               of the expiration of Employee's  employment  with Employer or its
               affiliates.

                    (v)   Person  -  a  natural   person,   firm,   corporation,
               association,  partnership (general or limited), limited liability
               corporation, syndicate, governmental body, or any other entity.


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<PAGE>
                    (vi)  Reimbursable   Expenses  -  all  properly  documented,
               reasonable and necessary  expenses incurred by Employee on behalf
               of and in  connection  with the business of Employer.  All moving
               and housing expenses are not deemed to be Reimbursable Expenses.

                    (vii)  Termination  Notice - notice under  Sections  1(a) or
               1(b).

                    (viii)  Total  Disability  - illness  or other  physical  or
               mental  disability of Employee  which shall continue for a period
               of at least 45 consecutive  days or three months in the aggregate
               during any 12-month period during the Employment Term, which such
               illness or disability  shall make it impossible or  impracticable
               for  Employee to perform  any of her duties and  responsibilities
               hereunder.

                    (ix)  Timeshare  Business  -  the  business  of  purchasing,
               developing,  marketing,  selling and financing timeshare vacation
               intervals.

                    (x) Trade Secrets - Employer and its affiliates' proprietary
               or  confidential  information,  including  but not limited to the
               following: trade secret information,  ideas, concepts,  software,
               designs,  drawings,   techniques,  models,  data,  documentation,
               research,    development,    processes,    procedures,   business
               acquisition  or   disposition   plans,   "know  how,"   marketing
               techniques  and  materials,   marketing  and  development  plans,
               customer names and other information related to customers,  price
               lists, pricing policies, details of customer, distributor, agency
               or  consultant  contracts,  financial  information  and any other
               information  relating to the business,  customers,  trade,  trade
               secrets or  industrial  practices  of  Employer;  provided  that,
               "Trade  Secrets" shall not include  information  that: (A) at the
               time  of  disclosure  is in  the  public  domain;  or  (B)  after
               disclosure is published or otherwise becomes a part of the public
               domain  through no act or omission of Employee or her  affiliates
               (but only after, and only to the extent that, such information is
               published or otherwise  becomes  part of the public  domain).  In
               addition,  any combination of features disclosed in the course of
               Employee's  employment  shall  not be  deemed  to be  within  the
               exceptions  listed above merely because  individual  features are
               separately in the public domain or in a Person's possession,  but
               shall be within the exceptions only if the combination itself and
               its  principle  of  operation  are in the  public  domain or in a
               Person's possession as provided in the exceptions listed above.

                    (xi)  Triggering  Event. - Following a Change of Control (A)
               if Employee terminates  employment with Employer;  (B) the actual
               termination  of this  Agreement  by  Employer;  or (C)  except as
               expressly  provided  herein,  Employer's  refusal  to renew  this
               Agreement  for any  one-year  term for any reason,  in each case,
               other than:

                         (1) Employee's voluntary termination;


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<PAGE>

                         (2) Termination of employment for Cause; or

                         (3)  Termination of employment  upon the death or Total
                    Disability.

               (b)  Severability.  To the  extent  that  any  provision  of this
          Agreement  may be deemed or  determined  to be  unenforceable  for any
          reason,  such  unenforceability  shall not  impair or affect any other
          provision, and this Agreement shall be interpreted so as to most fully
          give effect to its terms and still be enforceable.

               (c) Scope of Agreement.  This Agreement  constitutes the whole of
          the agreement  between the parties on the subject matter,  superseding
          all   prior   oral   and    written    conversations,    negotiations,
          understandings,  and  agreements  in  effect  as of the  date  of this
          Agreement.

               (d)  Notices.  Any  notice or request  to be given  hereunder  to
          either party hereto shall be deemed  effective  only if in writing and
          either (i)  delivered  personally to Employee (in the case of a notice
          to Employee) or to the Board of Employer, or (ii) sent by certified or
          registered mail,  postage  prepaid,  to the addresses set forth on the
          signature  page  hereof or to such other  address as either  party may
          hereafter specify to the other by notice similarly served.

               (e) Assignment.  This Agreement and the rights and obligations of
          the parties  hereto shall bind and inure to the benefit of each of the
          parties  hereto,  and  shall  also bind and  inure to the  benefit  of
          Employee's  heirs  and  legal  representatives  and any  successor  or
          successors of Employer by merger or consolidation  and any assignee of
          all or substantially all of Employer's business and properties; except
          as to any  such  successor  or  assignee  of  Employer,  neither  this
          Agreement nor any duties, rights or benefits hereunder may be assigned
          by  Employer or by Employee  without  the express  written  consent of
          Employee or Employer, as the case may be.

               (f) Governing Law,  Construction  and Submission to Jurisdiction.
          This Agreement  shall be construed and enforced in accordance with the
          laws of the  State of Texas  without  reference  to its  choice-of-law
          principles.  Each party  hereto  has had  adequate  opportunity  to be
          represented  by qualified  counsel and,  accordingly,  this  Agreement
          shall  not be  interpreted  against  either  party.  If any  action is
          brought to enforce or interpret this Agreement,  venue for such action
          will be in Harris County, Texas.

               (g)  Modification.  No amendment,  modification  or waiver of any
          provision  hereof  shall be made unless it be in writing and signed by
          both of the parties hereto.

               (h) Termination of Prior Agreements.  When this Agreement becomes
          effective it shall supersede all prior  arrangements or understandings
          concerning Employee's employment by Employer or Employer.

               (i)  Headings.  The  headings  in this  Agreement  are solely for
          convenience of reference and shall not affect its interpretation.


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<PAGE>

               (j) No Waiver.  No failure on the part of any party hereto at any
          time to require the performance by any other party of any term of this
          Agreement shall be taken or held to be a waiver of such term or in any
          way affect such party's  right to enforce such term,  and no waiver on
          the part of either party of any term of this Agreement  shall be taken
          or held to be a waiver of any other term hereof or the breach thereof.

               (k)  Counterparts.  This  Agreement  may be  executed in separate
          counterparts,  each of which when so executed shall be an original but
          all of such  counterparts  shall  together  constitute but one and the
          same instrument.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.





                                        RAINTREE RESORTS INTERNATIONAL, INC.



                                        By: /s/ Douglas Y Bech
                                           ---------------------------------
                                                   Douglas Y. Bech
                                               Chief Executive Officer





                                        CHERYL C. MARTELL



                                         By:  /s/ Cheryl C. Martell
                                            --------------------------------
                                                 Name:   Cheryl C. Martell,
                                                       personally


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                                   Schedule A

1.   Two weeks annual vacation which shall not accrue from year to year.

2.   Life insurance in the amount of two times Base Salary.

3.   Disability insurance for Employee pursuant to Employer's plan.

4.   Medical  insurance  for  Employee  and  Employee's  family  pursuant to the
     Employer's plan.

5.   Reasonable  use of office  supplies,  computers,  copying and fax machines,
     telephones and secretarial services.

6.   Up to $5,000  (non-cumulative)  per year in continuing education courses to
     be pre-approved by Doug Bech or Brian Tucker.