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 Robert L. Brewton ("Employee").


                              W I T N E S S E T H:

     A.   Employer desires to continue the services of Employee as its Executive
          Vice  President - Chief  Investment  Officer and continues and extends
          the Employment  Agreement dated as of January 1, 1999 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 Executive Vice President - Chief  Investment  Officer of Employer.
     During the  Employment  Term,  Employee  will have the  responsibility  and
     authority to administer  and  coordinate the activities of Employer and its
     subsidiaries  in accordance  with the policy  guidelines as  established by
     Employer's Chairman or Board.



<PAGE>
          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 his full business time to advance
     the business of Employer.

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

               (a) Base Salary. Employee's current base cash salary of aggregate
          rate of US$282,000 per annum shall continue through the year 2002 (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 $250,000 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 the Compensation Committee of Employer's Board.

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

               (d) 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 two times his then annual Base Salary,  (ii)
               an  amount  equal to 75% of his then  Base  Salary in lieu of any
               Bonuses  whether  or not  earned or to be earned at the time of a
               Triggering  Event,  (iii) all stock options  granted to Employee,
               which shall automatically be vested at an exercise price equal to
               the lowest  exercise  or purchase  price of any then  outstanding
               stock  options or  warrants to purchase  Common  Stock  issued by
               Employer, (iv) an amount equal to three times the dollar value of
               all Benefits to be received by Employee on annual basis,  and (v)
               any  other  sums due  him.  Upon the  occurrence  of a change  of
               Control, Employer shall provide Employee with continued access to
               his offices and reasonable use of the office and items  specified
               in Exhibit A for a 30 day period.

                    (ii)  Time of  Payment.  All  accelerated  payments  of Base
               Salary, Bonuses and Benefits to Employee pursuant to this Section
               4(d) shall be paid by Employer as promptly as possible but in any
               event  prior  to or on the  effective  date  of  any  termination
               without cause within 30 days after Employee  provides notice of a
               Triggering Event.

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

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


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<PAGE>
               (f) Employer will provide all  compensation  and benefits  listed
          above.


          5.  Termination.  This Agreement may be terminated  upon the following
     term:

               (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 120 days'
          notice to Employee;  provided  that (i) Employer will pay Employee his
          Base Salary for one year from such notice, and (ii) Employer shall pay
          all  other  Benefits  and  Reimbursable  Expenses  owed  Employee  and
          continue such Benefits for an additional one year period.

               (c) Termination by Employer  Without Cause.  Termination  without
          Cause  shall  be  deemed  to be a Change  of  Control  constituting  a
          Triggering Event as defined in Section 8. If terminated  without Cause
          or  if  Employer's  Board  terminates  Employee's  services  as  Chief
          Investment Officer or otherwise  substantially reduced or curtails his
          responsibilities, power and authority to act in such capacity ("Deemed
          Termination Without Cause"), Employee shall be entitled to receive the
          payments specified in Section 4(d)(i).

               (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 his  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 his 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
               his employment shall at all times be the property of Employer and
               Employee  shall  deliver  the same


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<PAGE>
               to Employer at any time upon Employer's request, and in any event
               shall  deliver the same to Employer upon the  termination  of his
               employment whether or not he has been requested to do so.

               (b)  Solicitation.  During  the  Employment  Term  and  one  year
          thereafter  if and  only  if  Employee  were  Terminated  with  Cause,
          Employee will not, and will cause his  affiliates to not,  directly or
          indirectly,  (i) solicit for employment by any Person,  its affiliates
          or anyone else,  any  employee 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 six-month period immediately  preceding
          such  solicitation  of  employment,  other than such  person (a) whose
          employment or independent  contractor  relationship  was terminated by
          Employer or its  affiliate,  or (b) who  independently  responded to a
          general solicitation for employment by Employee or his affiliates;  or
          (ii)  induce  or  attempt  to  induce,  any  employee  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 one year from the  termination of his  employment  with Employer if
          and only if Employee were terminated with Cause, (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  venture,  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


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<PAGE>
               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.

               (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.


          8. Miscellaneous.

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

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

                    (ii) Cause -


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<PAGE>
                         (A) the failure of Employee  to  substantially  perform
                    his  covenants and duties  described  herein (other than any
                    such failure resulting from Total Disability); provided that
                    Employee has been notified in writing of such failure and in
                    which  notice  the  specific  details of such  failures  are
                    provided to Employee  with  reasonable  and adequate time to
                    remedy the failures as specified; provided that in the event
                    the parties  cannot agree to a reasonable  time period,  the
                    period shall be 90 days;

                         (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) A determination of "Cause" shall require Employee's
                    Board of Directors to make such a determination at a Regular
                    Meeting or Special  Meeting  held for such purpose by a vote
                    of two-thirds of the disinterested Directors.

                    (iii) Change of Control - is deemed to have  occurred (A) 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,  is or
               becomes  the  "beneficial  owner" as defined in Rule 13d-3  under
               such Act,  directly  or  indirectly,  of  securities  of Employer
               representing  50%  or  more  of  the  combined  voting  power  of
               Employer's then outstanding equity securities,  (B) if any Change
               of  Control  as  defined  in the  Option  Agreement  dated  as of
               December 1, 1998 between the Company and Employee occurs,  or (C)
               the date on which Employer's Board terminates Employee's services
               as Chief Investment Officer or otherwise substantially reduces or
               curtails his responsibilities, power and authority to act in such
               capacity ("Deemed Termination Without Cause").

                    (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,   specifically  including,  without  limitation,  the
               United Mexican States.

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

                    (vi)  Reimbursable   Expenses  -  all  properly  documented,
               reasonable and necessary  expenses incurred by Employee on behalf
               of and in connection with the business of Employer.


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<PAGE>
                    (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 60  consecutive  days or four 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 his 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 his  affiliates
               (but only after, and only to the extent that, such information is
               published or otherwise becomes part of the public domain).

                    (xi) Triggering Event. - Following a Change of Control,  (A)
               if Employee  terminates  employment with Employer within nine (9)
               months after such Change of Control;  (B) the actual  termination
               of this  Agreement by Employer  without  Cause;  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 other than under
                    proviso (A) above;

                         (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.


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<PAGE>
               (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. In the event that Employee shall not
          be paid by Employer any payments  required  hereunder as a result of a
          Change of Control,  Employee  shall be entitled to bring an action for
          such  purpose in Harris  County,  Texas and if it is proven that he is
          entitled  to  such   payments  he  shall  be  entitled  to  reasonable
          attorney's  fees and expenses as well as  additional  damages equal to
          his Base  Salary for the  period in which the  action is  pending  and
          unresolved.

               (g)  Modification.  No amendment,  modification  or waiver of any
          provision  hereof  shall be made unless it is 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.

               (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.


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<PAGE>

               (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.


                          [NEXT PAGE IS SIGNATURE PAGE]



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<PAGE>

         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
                                               Chairman






                                Robert L. Brewton


                                By:  /s/ Robert L. Brewton
                                    ----------------------------------
                                       Name:  Robert L. Brewton,
                                                Personally


<PAGE>


                                   Schedule A

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

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

3.   Medical insurance fully paid for Employee and Employee's family pursuant to
     the Employer's plan and $2,400 per year towards Employer's plan deductible
     and health/medical expenses not covered by the Plan.

4.   Payment of dues of $2,400 per month for automobile expenses,  club dues and
     usage and other discretionary expenses of Employee's choice.