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 George E. Aldrich ("Employee").



                              W I T N E S S E T H:


     A.   Employer  desires to continue  the  services of Employee as its Senior
          Vice President - Finance (Principal  Financial and Accounting Officer)
          and  continues  and  extends  the  Employment  Agreement  dated  as of
          November 16, 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 Senior  Vice  President  -  Accounting  and  Finance  of  Employer
     reporting to its Chairman, President and Board. During the Employment Term,
     Employee  will  have  the  general  responsibility  and  authority  for 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.  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  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$203,000.00 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 the Company's customary
         payroll practices. The Base Salary shall not be reduced below
         US$180,000 per annum.

                  (b) Bonus. Employee will be paid a fully-discretionary, merit
         based bonus of up to 50% of the Base Salary to be authorized by the
         Compensation Committee of the Company's Board of Directors.

               (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 times his 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 his 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, prior to June 30, 2000, Employee shall be entitled to receive twelve
     months  Base  Salary and any earned but unpaid  Bonuses,  any vested  stock
     options  and any other sums due to him,  and after June 30,  2000  Employee
     shall be  entitled  to receive  six months  Base  Salary and any earned but
     unpaid Bonuses,  any vested stock options and any other sums due to him, or
     the  highest  number of months  of Base  Salary  not to exceed 12 months to
     which any other executive officer is then entitled.

          (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 to  Employer  at any  time  upon  Employer's
          request,  and in any event shall


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<PAGE>
          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 two years thereafter,
     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
     two  years  from the  termination  of his  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  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; 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 six months.

          (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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<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);

                    (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  his
               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,
          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
          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 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).  For this Agreement,
          specific  disclosures  made,  e.g. "640 F to 650 F" or "$50,000" shall
          not be deemed to be within the exceptions  listed above merely because
          such  specific  disclosure is embraced by a general  disclosure,  e.g.
          "600 F to 800 F" or "$40,000 to $80,000",  which general disclosure is
          in the public  domain or in a Person's  possession.  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.  - (A) a Change of Control,  if Employee
          terminates  employment with Employer upon such Change of Control;  (B)
          following  a  Change  of  Control,  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.


                          [NEXT PAGE IS SIGNATURE PAGE]



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         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





                                       George E. Aldrich



                                       By:/s/ George E. Aldrich
                                          -----------------------------------
                                            Name: George E. Aldrich,
                                                  personally


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<PAGE>


                                   Schedule A

1.   Three 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.   All reasonable  continuing  education and other  requirements to maintain a
     CPA license in good standing shall be paid. In addition, Employer shall pay
     for membership in the American Society of Public  Accountants and the Texas
     Society of Public Accountants.

7.   Payment of $1,200 per month for reasonable  club dues,  business  expenses,
     automobile expenses, etc.

8.   At the time of (a) any Initial Public  Offering,  (b) full vesting of stock
     options  or (c)  termination  of  Employee's  Employment,  whichever  first
     occurs,  Employee's vested stock options (regardless of the number of stock
     options  then  vested)  shall  have an  appreciated  value of not less than
     $150,000,  provided,  however,  if Employee  terminates prior to an Initial
     Public  Offering or full vesting of stock  options the Company shall not be
     required  to pay  Employee  any  deficit in the  appreciated  value of such
     Employee's stock option of less than $150,000 unless Employee exercises any
     then vested  options and until (and such deficit to be  determined  at) the
     earlier to occur of (i) an Initial  Public  Offering  and (ii) the date the
     Employee's options would have vested in full.