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 Douglas Y. Bech ("Employee").


                              W I T N E S S E T H:


     A.   Employer  desires to continue the services of Employee as its Chairman
          and Chief  Executive  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 Chairman and Chief Executive 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  Board.  Employer  shall
maintain  its  principal  executive  offices  in  Houston,  Texas at a  location
satisfactory  to  Employee  and  Employee  shall not be  required to conduct his
duties and responsibilities from any location other than the principal executive
offices in Houston, Texas.


<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$326,500  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 $310,000 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 three times his then annual Base Salary,  and (ii) an
          amount equal to one times 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 90 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).


                                       2
<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 Chairman and Chief Executive 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).   Employee  shall  also  be  entitled  to  receive,  at  the  then
     depreciated value thereof,  the office computer  equipment he is then using
     and the Bear  Sculpture  he  acquired  in  Whistler,  B.C.  in 1998 for the
     reception room.  Employer shall also continue to provide fully paid medical
     and dental insurance  pursuant to Employer's Plan or the Plan of Employer's
     successor in interest for a period of five years.

          (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


                                      3
<PAGE>
          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 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


                                       4
<PAGE>
          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.

          (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.



                                       5
<PAGE>
     8. Miscellaneous.

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

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

               (ii) Cause -

                    (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  Chairman  and  Chief  Executive  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.


                                       6
<PAGE>
               (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.

               (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.


                                       7
<PAGE>
          (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.  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.


                                       8
<PAGE>
          (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.

          (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]



                                       9
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.





                                       RAINTREE RESORTS INTERNATIONAL, INC.



                                       By: /s/ Robert Brewton
                                          ------------------------------------
                                                     Robert Brewton
                                                 Executive Vice President



                                       and By: /s/ George E. Aldrich
                                              ---------------------------------
                                                      George Aldrich
                                                 Senior Vice President,
                                                 Chief Financial Officer



                                       Douglas Y. Bech



                                       By:  /s/ Douglas Y. Bech
                                          -----------------------------------
                                           Name:  Douglas Y. Bech, Personally



                                       10
<PAGE>


                                   Schedule A

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

     2.   Life insurance in the amount of $500,000.

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

     4.   Medical and dental  insurance and expenses fully paid for Employee and
          Employee's family.

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

     6.   All reasonable continuing education and other requirements to maintain
          license  to  practice  law in  Texas  and New York  shall be paid.  In
          addition, Employer will pay the annual membership bar and section dues
          and fees in the Texas, New York and American Bar Associations.

     7.   Payment  of  expenses  of up to $2,400  per  month for (i)  automobile
          expenses,  including  insurance,  (ii) club dues and usage,  (iii) tax
          preparation services and (iv) other discretionary expenses.