LOAN AGREEMENT



                          Borrower: Regina Resorts, LLC





                         10000 Memorial Drive, Suite 480
                             Houston, Texas 77024
                          ----------------------------
                                     Address


                                   $10,000,000
                                 Amount of Loan



                             Date: November 30, 2001

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<TABLE>


                                TABLE OF CONTENTS
                                                                                                                      Page
<S>     <C>                                                                                                            <C>

1.       DEFINITIONS....................................................................................................1

2.       LOAN COMMITMENT; USE OF PROCEEDS..............................................................................13
         2.1      Receivables Loan Commitment; Determination of Advance Amounts........................................13
         2.2      Receivables Loan Revolver............................................................................13
         2.3      Continuation of Obligations Throughout Term..........................................................13
         2.4      Use of Advances......................................................................................13
         2.5      Repayment of Receivables Loan........................................................................13
         2.6      Interest.............................................................................................13
         2.7      Receivables Loan Minimum Required Payments...........................................................13
         2.8      Prepayment...........................................................................................13
         2.9      Receivables Loan Fee; Availability Fee...............................................................14
         2.10     Application of Proceeds of Collateral and Payments...................................................16
         2.11     Borrower's Unconditional Obligation to Make Payments.................................................16

3.       SECURITY 17
         3.1      Security Interest in Receivables Collateral..........................................................17
         3.2      Ineligible Instruments...............................................................................17
         3.3      Lockbox Collections and Servicing....................................................................18
         3.4      Replacement of Agents................................................................................18
         3.5      Maintenance of Security..............................................................................18
         3.6      Liability of Guarantors..............................................................................18

4.       CONDITIONS  PRECEDENT  TO  ADVANCES;   MINIMUM  AMOUNT  AND  MAXIMUM  FREQUENCY  OF  ADVANCES;  METHOD  OF
         DISBURSEMENT..................................................................................................19
         4.1      Delivery of Receivables Loan Documents and Due Diligence Items Prior to Initial Advance..............19
         4.2      Additional Conditions Precedent for Advances.........................................................23
         4.3      General Conditions Precedent to All Advances.........................................................24
         4.4      Conditions Satisfied at Borrower's Expense...........................................................25
         4.5      Minimum Amount and Maximum Frequency of Advances.....................................................26
         4.6      Disbursement of Advances.............................................................................26
         4.7      No Waiver............................................................................................26
         4.8      English Language.....................................................................................26
         4.9      UCC Matters..........................................................................................26

5.       BORROWER'S REPRESENTATIONS AND WARRANTIES.....................................................................26
         5.1      Good Standing........................................................................................26
         5.2      Power and Authority; Enforceability..................................................................26
         5.3      Borrower's Principal Place of Business...............................................................27
         5.4      No Litigation........................................................................................27
         5.5      Compliance with Legal Requirements...................................................................27
         5.6      No Misrepresentations................................................................................27
         5.7      No Default for Third Party Obligations...............................................................27
         5.8      Payment of Taxes and Other Impositions...............................................................28
         5.9      Sales Activities.....................................................................................28
         5.10     Time-Share Interest Not a Security...................................................................28
         5.11     Zoning Compliance....................................................................................28
         5.12     Eligible Instruments.................................................................................28
         5.13     Assessments and Reserves.............................................................................28
         5.14     Title to and Maintenance of Common Areas and Amenities...............................................29
         5.15     Survival and Additional Representations and Warranties...............................................29

<PAGE>

6.       BORROWER'S COVENANTS..........................................................................................29
         6.1      Borrower's Affirmative Covenants.....................................................................29
         6.2      Borrower's Negative Covenants........................................................................38
         6.3      Survival of Covenants................................................................................40

7.       DEFAULT  40
         7.1      Events of Default....................................................................................40
         7.2      Remedies.............................................................................................43
         7.3      Application of Proceeds During an Event of Default...................................................44
         7.4      Remedies; Sale; Assembly of Receivables Collateral...................................................44
         7.5      Application of Proceeds..............................................................................45
         7.6      Lender's Right to Perform............................................................................45
         7.7      Non-Exclusive Remedies...............................................................................46
         7.8      Waiver of Marshalling................................................................................46
         7.9      Attorney-in-Fact.....................................................................................46
         7.10     Judgment Currency....................................................................................46

8.       COSTS AND EXPENSES; INDEMNIFICATION...........................................................................47
         8.1      Costs and Expenses...................................................................................47
         8.2      Indemnification......................................................................................48

9.       CONSTRUCTION AND GENERAL TERMS................................................................................48
         9.1      Payment Location and Currency........................................................................48
         9.2      Entire Agreement.....................................................................................48
         9.3      Powers Coupled with an Interest......................................................................49
         9.4      Counterparts, Facsimile Signatures...................................................................49
         9.5      Notices..............................................................................................49
         9.6      Successors and Assigns...............................................................................49
         9.7      Severability.........................................................................................50
         9.8      Time of Essence......................................................................................50
         9.9      Miscellaneous........................................................................................50
         9.10     CHOICE OF LAW........................................................................................50
         9.11     CHOICE OF JURISDICTION; WAIVER OF VENUE..............................................................51
         9.12     WAIVER OF JURY TRIAL.................................................................................51
         9.13     INDUCEMENT TO LENDER.................................................................................51
         9.14     Compliance With Applicable Usury Law.................................................................51
         9.15     NO RELATIONSHIP WITH PURCHASERS......................................................................51
         9.16     NO JOINT VENTURE.....................................................................................52
         9.17     Standards Applied to Lender's Actions................................................................52
         9.18     Meaning of Subordination.............................................................................52
         9.19     Scope of Reimbursable Attorney's Fees................................................................52
         9.20     Publicity............................................................................................53
         9.21     Reliance.............................................................................................53
         9.22     Confidentiality......................................................................................53
         9.23     Service of Process...................................................................................53

         Exhibit 1(A)......         Borrower's Certificate
         Exhibit 1(B)......         Notice
         Exhibit 1(C)......         Permitted Encumbrances
         Exhibit 1(D)......         Request for Receivables Loan Advance and Certification
         Exhibit 6.1.4.1...         Borrower's Compliance Certificate
         Exhibit 6.1.4.8(A)         Indenture Excerpts
         Exhibit 6.1.4.8(B)         Certificate Regarding Indenture
         Exhibit 9.1.......         Payment Location

</TABLE>
                                       ii
<PAGE>

                                LOAN AGREEMENT


     This LOAN AGREEMENT is entered into for good and valuable consideration, by
and between RESORT CONDOMINIUMS INTERNATIONAL, LLC, a Delaware limited liability
company  ("Lender") and REGINA RESORTS,  LLC, a Nevada limited liability company
("Borrower").

     1.   DEFINITIONS

     As used in this Agreement and the other  Receivables  Loan Documents unless
otherwise  expressly  indicated in this Agreement or the other  Receivables Loan
Documents,  the following terms shall have the following meanings (such meanings
to be applicable equally both to the singular and plural terms defined).

          "Administration   Trust":  that  certain  Management  Trust  Agreement
     (Fideicomiso de Administration) dated as of October 29, 2001 by and between
     Club Regina as trustor and  beneficiary and the  Administration  Trustee as
     trustee,  as  the  same  may  from  time  to  time  be  amended,  modified,
     supplemented or otherwise restated.

          "Administration  Trustee":  BankBoston,  S.A.,  Institucion  de  Banca
     Multiple, Grupo Financiero, Direccion Fiduciaria.

          "Advance":  an  advance of the  proceeds  of the  Receivables  Loan by
     Lender  to, or on behalf  of,  Borrower  in  accordance  with the terms and
     conditions of this Agreement.

          "Affiliate":  with  respect to any  individual  or  entity,  any other
     individual  or entity  that  directly  or  indirectly,  through one or more
     intermediaries,  controls,  or is controlled by, or is under common control
     with, such individual or entity.

          "Agreement":  this  Loan  Agreement,  as it may  from  time to time be
     amended, modified, supplemented or otherwise restated.

          "Applicable  Usury Law": the usury law chosen by the parties  pursuant
     to the terms of paragraph  9.10 or such other usury law which is applicable
     if such usury law is not.

          "Articles of Organization":  the public deed (escritura constitutiva),
     charter,   articles,   operating   agreement,   joint  venture   agreement,
     partnership  agreement,  by-laws and any other written documents evidencing
     the formation,  organization,  governance  and  continuing  existence of an
     entity.


<PAGE>

          "Availability  Advance":  an Advance which is made against an Eligible
     Instrument  after the first  Advance made against  such  Instrument  and is
     based  upon the  difference  at such  time  between  the  Receivables  Loan
     Borrowing Base of such Instrument and the unpaid  principal  balance of the
     Receivables  Loan  attributable  to  such  Instrument;  provided  that  the
     substitution  of  an  Eligible  Instrument  for  an  ineligible  Instrument
     pursuant to paragraph 3.2 shall not be deemed to be an Availability Advance
     for purposes of this paragraph,  but the first and every subsequent Advance
     against  such  substituted  Eligible  Instrument  shall be  deemed to be an
     Availability Advance.

          "Basic Interest": the meaning given to it in paragraph 2.6.

          "Basic  Interest  Rate":  five percent (5%) per annum in excess of the
     Libor  Rate  fluctuating  monthly on the first day of each  calendar  month
     based  upon the Libor Rate in effect on such  date.  In no event,  however,
     shall  the Basic  Interest  Rate be less than  seven and  one-half  percent
     (7.5%)  per annum or be more than the  maximum  contract  rate of  interest
     permitted by Applicable Usury Law.

          "Borrower":  Regina Resorts,  LLC and,  subject to the restrictions on
     assignment  and transfer  contained in this  Agreement,  its successors and
     assigns.

          "Borrower's  Certificate":  a  certificate  from  Borrower in favor of
     Lender substantially in a form and substance to the attached Exhibit 1(A).

          "Borrower's  Knowledge":  the actual,  current  knowledge of the chief
     executive officers of Borrower.

          "Business  Day": any day other than a Saturday,  a Sunday,  a national
     holiday in the United  States of America or Mexico or a day on which  banks
     in Parsippany, New Jersey or Mexico City, Mexico are required to be closed.

          "Club Regina": Club Regina, S.A. de C.V.

          "CR Cancun":  CR Resorts Cancun, S. de R.L. de C.V., a Mexican limited
     responsibility corporation with variable capital.

          "CR Los Cabos":  CR Resorts Los Cabos,  S. de R.L. de C.V.,  a Mexican
     limited responsibility corporation with variable capital.

          "CR Puerto Vallarta":  CR Resorts Puerto Vallarta, S. de R.L. de C.V.,
     a Mexican limited responsibility corporation with variable capital.

          "Collateral": the Receivables Loan Collateral and the other collateral
     pledged to Lender pursuant to the Receivables Loan Security Documents.


                                       2
<PAGE>

          "Default  Rate":  three  percent (3%) per annum in excess of the Basic
     Interest  Rate,  but in no event in excess of the maximum  contract rate of
     interest permitted by Applicable Usury Law.

          "Dollars"  or "$":  shall mean lawful  monies of the United  States of
     America.

          "Eligible Instrument": an Instrument which conforms to the Eligibility
     Criteria;   however  an  Instrument  that  has  qualified  as  an  Eligible
     Instrument  shall cease to be an Eligible  Instrument  upon the date of the
     first  occurrence of either of the following:  (a) any installment due with
     respect to that  Instrument  becomes  more than sixty (60) days past due or
     (b) that  Instrument  otherwise fails to continue to conform to Eligibility
     Criteria.

          "Eligibility Criteria":


               (a)  Lender has the  Mexican  equivalent  of a valid,  direct and
          perfected first lien/security  interest in the Instrument and security
          therefor  and  has a valid  and  perfected  first  priority  right  to
          payments.

               (b)  The  Instrument  does  not  represent  a sale  by  Borrower,
          directly or indirectly, to any of its members, managers, shareholders,
          directors,  officers, partners, agents, employees or creditors, or any
          relative or Affiliate of Borrower or the foregoing.

               (c) The  Purchaser has made a minimum down payment of ten percent
          (10%) of the total sales price (no part of which has been  advanced or
          loaned to the  Purchaser by Borrower,  directly or  indirectly),  with
          such down payment being  represented by a cash or credit card payment;
          provided, however, that with respect to up to five percent (5%) of all
          Eligible  Instruments,  the Purchasers thereunder may have made either
          no  downpayment or a downpayment of less than ten percent (10%) of the
          total sales price.

               (d) The  Instrument  must provide for level  consecutive  monthly
          installments of principal and interest in Dollars, Pesos or UDI's over
          a term (from its  effective  date) not  exceeding  one hundred  twenty
          (120) months from the date of its execution, with interest accruing on
          the unpaid principal balance at not less than twelve percent (12%) per
          annum;  provided,  however, with respect to up to five percent (5%) of
          all Eligible  Instruments,  the  Instrument  may accrue no interest as
          long as all payments  thereunder are required to be made within twelve
          (12)  months  from  the  date of its  execution.  In  determining  the
          interest rate payable under Instruments denominated in UDI's, the face
          rate and the rate of Mexican inflation shall be taken into account.


                                       3
<PAGE>

               (e) The Purchaser in all respects, including, without limitation,
          its  creditworthiness,  is  acceptable  to Lender;  has obtained  from
          Borrower marketable rights to the purchased Time-Share  Interest;  and
          has not purchased more than four (4) Time-Share Interests.

               (f) The Instrument and any security for the payment of the amount
          due  under  the  Instrument  are  bona  fide,  in form  and  substance
          satisfactory  to Lender and valid and  enforceable in accordance  with
          their terms; upon the obligor's default under the Instrument,  subject
          only to notice and a  reasonable  grace  period,  the  purchase of the
          Time-Share Interest which is the subject matter of such Instrument may
          be rescinded and the Time-Share Interest resold; and the rights of the
          Purchaser to the purchased  Time-Share  Interest(s) is subject only to
          the Permitted Encumbrances.

               (g) The Unit(s) and the amenities  that have been promised to the
          Purchasers have been completed, fully furnished and approved and ready
          for occupancy and the  furnishings in those Units are free of any lien
          except for the  Permitted  Encumbrances;  no Unit or other part of the
          common areas of any  Time-Share  Project is subject to partition;  and
          the  time-share  use  of  the  Units  and  amenities  conform  to  all
          applicable  restrictions  and laws,  necessary  approvals  having been
          obtained.

               (h) The  Instrument,  any  security for the payment of the amount
          due under the Instrument, and the related sale transaction comply with
          all applicable laws;  Borrower  (directly or indirectly) has Performed
          all its  obligations  due to the  Purchaser and there are no executory
          obligations  to the  Purchaser to be  Performed  by Borrower;  and the
          Purchaser does not have any right of rescission,  set-off,  abatement,
          counterclaim or the like.

               (i) The Instrument has been  transferred from either CR Los Cabos
          or CR Puerto  Vallarta in a manner that  corresponds  to the  transfer
          with respect to which Lender received the "choice of law", "true sale"
          and  "nonsubstantive  consolidation"  opinions  pursuant to  paragraph
          4.1.1 hereof,  with Lender reserving the right, as a further condition
          of  eligibility,  to require  further "true sale" and  "nonsubstantive
          consolidation"  opinions  with respect to the  transfer  which was the
          subject  matter  of the  previously-delivered  opinion  in  the  event
          additional transferors are transferring Instruments to Borrower.

               (j)  Lender has  received  evidence  satisfactory  to it that the
          collection  rights  under the  Instrument  and the  Purchase  Contract
          pertaining thereto have been transferred and delivered by the Borrower
          to the Payment  Source  Trustee,  to be held under the Payment  Source
          Trust.


                                       4
<PAGE>
               (k) Lender has received evidence satisfactory to it that a notice
          in the form  attached  hereto  as  Exhibit  1(B) has been  sent to the
          Purchaser.

               (l) The Unit  represented by the  Time-Share  Interest is part of
          the Club Regina Multi-Resort System.

               (m) The  obligor  under such  Instrument  is a Mexican  resident;
          provided, however, up to five percent (5%) of all Eligible Instruments
          may be from obligors who are residents of countries  other than Mexico
          and  further  provided  that  under no  circumstances  shall  any such
          obligors be a U.S. Person.


          "Event  of  Default":   the  meaning  set  forth  in  paragraph   7.1.

          "GAAP":  means generally accepted accounting  principles in the United
     States  of  America  as in  effect  from  time to time as set  forth in the
     opinions and  pronouncements  of the  Accounting  Principles  Board and the
     American  Institute of Certified Public  Accountants and the statements and
     pronouncements  of the  Financial  Accounting  Standards  Boards  which are
     applicable  to  the   circumstances   as  of  the  date  of   determination
     consistently applied, except that, for the financial covenants set forth in
     this Agreement, GAAP shall be determined on the basis of such principles in
     effect on the date hereof and consistent with those used in the preparation
     of the audited financial  statements  delivered to Lender prior to the date
     hereof.

          "Guarantor":  at any time, a person or entity then required  under the
     terms of this Agreement to guarantee all or any part of the Obligations.

          "Guaranty":  a  primary,  joint  and  several  guaranty  or  guarantee
     agreement made by a Required Guarantor with respect to the Obligations,  as
     such Guaranty may from time to time be amended,  modified,  supplemented or
     otherwise restated.

          "Impositions":  all real estate, personal property, excise, privilege,
     transaction,  documentary stamp and other taxes,  charges,  assessments and
     levies   (including   non-governmental   assessments  and  levies  such  as
     maintenance  charges,   association  dues  and  assessments  under  private
     covenants,  conditions and restrictions) and any interest,  costs, fines or
     penalties  with  respect  thereto,   general  and  special,   ordinary  and
     extraordinary,  foreseen and unforeseen,  of any kind and nature whatsoever
     which at any time prior to or after the  execution  hereof may be assessed,
     levied or imposed. Impositions shall include any and all taxes, withholding
     obligations,   deduction,   license  fees,  assessments,   charges,  fines,
     penalties, or any property,  privilege, excise, real estate or other taxes,
     charges or  assessments  currently  or  hereafter  levied or imposed by any
     state,  local or federal  authority of Mexico upon or in connection with or
     measured  by  the  Receivables  Loan  Documents,   the  Collateral  or  the
     principal,  interest or other  amounts  payable by Borrower to Lender under
     the  Receivables  Loan  Documents,  together with any amounts which must be
     withheld  from the  proceeds of the  Receivables


                                       5
<PAGE>
     Collateral pursuant to, without  limitation,  Sections 871, 881 and 1442 of
     the IRC. Imposition shall not include taxes payable to the United States of
     America or to any state or political  subdivision  thereof  measured by the
     net income payable by Lender.

          "Incipient Default":  an event which after notice and/or lapse of time
     would constitute an Event of Default.

          "Indebtedness":   means  all  of   Borrower's   present   and   future
     obligations, liabilities, debts, claims and indebtedness, contingent, fixed
     or otherwise,  however evidenced,  created,  incurred,  acquired,  owing or
     arising,  whether  under  written or oral  agreement,  operation  of law or
     otherwise,   and   includes,   without   limiting  the  foregoing  (i)  the
     Obligations,  (ii)  obligations  and  liabilities  of any  person or entity
     secured by a lien,  claim,  encumbrance or security  interest upon property
     owned by Borrower,  even though  Borrower has not assumed or become  liable
     therefore,  (iii) obligations and liabilities  created or arising under any
     lease  (including  capital  leases) or conditional  sales contract or other
     title  retention  agreement  with  respect to property  used or acquired by
     Borrower,  even though the rights and  remedies  of the  lessor,  seller or
     lender  are   limited  to   repossession,   (iv)   receivables   repurchase
     obligations, (v) all unfunded pension fund obligations and liabilities, and
     (vi) deferred taxes.

          "Indebtedness   Agreement":   those   certain   Agreements   Regarding
     Indebtedness  executed  by each of  Raintree  Vacation,  Club  Regina,  and
     Desarollos  Turisticos  Regina,  S. de R.L. de C.V. in favor of Lender,  of
     even date  herewith,  as such  agreements may from time to time be amended,
     modified, supplemented or otherwise restated.

          "Indenture":  the Indenture dated December 5, 1997,  pursuant to which
     the Redeemable Senior Notes were issued.

          "Ineligibility Event": the meaning given to it in paragraph 3.2.

          "Installment Date": the meaning given to it in paragraph 2.7.

          "Instrument":  collection  and other  rights  deriving  from  Purchase
     Agreements  which have arisen out of a sale of a  Time-Share  Interest to a
     Purchaser and has been assigned to Borrower.

          "Insurance Policies": the insurance policies that Borrower is required
     to maintain and deliver pursuant to paragraph 6.1.3.

          "Intercompany  Affiliation  Agreements":   those  certain  Affiliation
     Agreements  between  Club  Regina and each of CR Los Cabos,  CR Cancun,  CR
     Puerto Vallarta and Promotora pursuant to which,  among other things,  Club
     Regina  has  agreed  to  include  each   Time-Share   Project   within  the
     multi-resort  system administered by Club


                                       6

<PAGE>
     Regina,  as such  agreements  may be from time to time  amended,  modified,
     supplemented or otherwise restated.

          "IRC": The United States Internal Revenue Code, as amended.

          "Land Trustee": The Trustee under the applicable Land Trust.


          "Land Trusts": collectively those certain Irrevocable Trust Agreements
     previously  established  by CR Los Cabos,  CR Cancun,  CR Puerto  Vallarta,
     Villa Vera  Promotora  and others to hold the use rights and the  remainder
     interests in each of the Time-Share Projects.

          "Legal  Requirements":  (a) all present and future judicial decisions,
     statutes,   regulations,   permits,   licenses  or   certificates   of  any
     governmental  authority in any way  applicable to Borrower or its property;
     and (b) all contracts or agreements  (written or oral) by which Borrower or
     its property is bound or, if  compliance  therewith  would  otherwise be in
     conflict with any of the Receivables  Loan Documents,  by which Borrower or
     its property becomes bound with Lender's prior written consent.

          "Lender": Resort Condominiums  International,  LLC, a Delaware limited
     liability company, and its successors and assigns.

          "Libor  Rate":  the per annum  rate of  interest  which is  ordinarily
     reported on page 3750 of the  Telerate  Matrix (in Dollars) for a principal
     then outstanding  balance equal to the then unpaid principal balance of the
     Receivables Loan and having a thirty (30) day maturity.

          "Maximum Receivables Loan Amount": Ten Million Dollars ($10,000,000).

          "Mexican GAAP":  generally accepted accounting principles in Mexico in
     accordance  with the  provisions  established  by the  Mexican  Accountants
     Institute.

          "Mexitur":  means Corporacion  Mexitur,  S. de R.L. de C.V., a Mexican
     limited responsibility corporation with variable capital.

          "Minimum  Required  Time-Share  Approvals":   official  communications
     issued by the Mexican Consumer Protection Agency (Procuraduria  Federal del
     Consumidor)  evidencing that the Purchase  Contract and Time-Share  Program
     Consumer Documents were approved and registered by such government agency.

          "Mirror Notes": those notes totaling,  in the aggregate,  Eighty Three
     Million  Three Hundred  Forty Six Thousand  Three  Hundred  Seventy Two and
     70/100 Dollars ($83,346,372.70)


                                       7
<PAGE>
     issued by CR Cancun, CR Cabos and CR Puerto Vallarta in favor of CR Resorts
     Capital S. de R.L. de C.V.

          "Negative  Pledge":  that  certain  letter of  direction,  in form and
     substance  satisfactory  to  Lender,  given  to each of the  Land  Trustees
     prohibiting them from allowing the creation of any further consensual liens
     against  any  of  the  Time-Share   Projects   (other  than  the  Permitted
     Encumbrances), without the prior written consent of Lender.

          "Obligations":  all  obligations,  agreements,  duties,  covenants and
     conditions  of  Borrower  to  Lender  which  Borrower  is now or  hereafter
     required to Perform under the Receivables Loan Documents.

          "Official  Exchange Rate":  the official rate of exchange  between the
     Mexican  Peso and the Dollar as  reflected  in the Wall  Street  Journal or
     other reputable financial publication selected by Lender.

          "Operating  Agreements":  each  of the  following:  (a)  that  certain
     Contrato de Operacion,  dated as of March 18, 1998, by and between Starwood
     Cancun, S. de R.L. de C.V., CR Cancun, CR Resorts Remainder Company,  S. de
     R.L. de C.V.,  and Bancomer,  S.A.,  Institucion de Banca  Multiple,  Grupo
     Financiero  Bancomer,  Division  Fiduciaria,  (b) that certain  Contrato de
     Operacion,  dated as of March 18, 1998, by and between  Starwood Los Cabos,
     S. de R.L. de C.V., CR Cabos, CR Resorts Remainder  Company,  S. de R.L. de
     C.V., and Bancomer,  S.A., Institucion de Banca Multiple,  Grupo Financiero
     Bancomer,  Division Fiduciaria, and (c) that certain Contrato de Operacion,
     dated as of March 18, 1998, by and between Starwood Puerto Vallarta,  S. de
     R.L. de C.V., CR Puerto Vallarta,  CR Resorts Remainder Company, S. de R.L.
     de  C.V.,  and  Bancomer,   S.A.,  Institucion  de  Banca  Multiple,  Grupo
     Financiero Bancomer, Division Fiduciaria.

          "Originators":  each of CR Los Cabos, CR Puerto Vallarta and any other
     Affiliates of Borrower that originate consumer receivables that are sold or
     transferred to Borrower.

          "Payment  Source  Trust":  that certain  Management and Payment Source
     Trust Agreement (Contrato de Fideicomiso de Adminstracion y Fuente de Pago)
     dated as of ______________,  2001,  executed by the Payment Source Trustee,
     as trustee,  Club Regina,  CR Cancun,  CR Los Cabos, CR Puerto Vallarta and
     Promotora,  as the  Time-Sharing  Companies  Trustors,  CR Los Cabos and CR
     Cancun in their capacity as partners of Borrower,  Borrower, Lender and RCI
     Mexico,  as  the  same  may  be  from  time  to  time  amended,   modified,
     supplemented or otherwise restated.

          "Payment  Source  Trustee":  Invex  Banco S.A.,  Institucion  de Banca
     Multiple, Invex Grupo Financiero, Direccion Fiduciaria.



                                       8
<PAGE>
          "Performance" or "Perform": full, timely and faithful performance.

          "Permitted  Encumbrances":  the  rights,  restrictions,  reservations,
     encumbrances,  easements  and liens of record  which  Lender  has agreed to
     accept as set forth in Exhibit 1(C).

          "Peso" or "M$": lawful monies of the United Mexican States.

          "Pledge   Agreement:   that  certain  Pledge  Agreement  dated  as  of
     ______________,  2001,  executed by the Payment  Source Trustee as Pledgor,
     Lender as Creditor  and  Borrower as borrower or  beneficiary,  pursuant to
     which the Payment Source  Trustee  creates a pledge over the rights derived
     from the Time Share  Agreements  and the  corresponding  Original  Accounts
     Receivable and Future Accounts Receivable,  all as identified and described
     therein, as it may from time to time be amended, modified,  supplemented or
     otherwise restated.

          "Promotora": means Promotora Villa Vera, S. de R.L. de C.V., a Mexican
     limited responsibility corporation with variable capital.

          "Purchase Contract":  a purchase contract pursuant to which CR Cancun,
     CR Los Cabos,  CR Puerto  Vallarta or  Promotora  have agreed to sell and a
     Purchaser has agreed to purchase a Time-Share Interest.

          "Purchaser": a purchaser who has executed a Purchase Contract.

          "Quiet  Enjoyment  Rights":  the  meaning  given  to it  in  paragraph
     4.1.2.12.

          "Raintree":  means  Raintree  Resorts  International,  Inc.,  a Nevada
     corporation.


          "Raintree Vacation":  Raintree Vacation Exchange, LLC, a Texas limited
     liability company and its successors and assigns.

          "RCI Existing  Affiliation  Agreements":  The  following  now-existing
     affiliation agreements:


               (i) Regina Resort  Affiliation  Agreement  between RCI Mexico and
          Club  Regina,  dated  November  18, 1993.  Master  Agreement  for Club
          Regina;

               (ii)  Resort  Affiliation  Agreement  between RCI Mexico and Club
          Regina covering Hotel Regina Los Cabos, Baja California,  Sur, Mexico,
          with a term beginning December 24, 1993;


                                      9
<PAGE>

               (iii) Resort  Affiliation  Agreement  between RCI Mexico and Club
          Regina covering Hotel Regina Puerto Vallarta,  Jalisco, Mexico, with a
          term beginning November 18, 1993;

               (iv)  Resort  Affiliation  Agreement  between RCI Mexico and Club
          Regina covering Hotel Regina Cancun,  Quintana Roo, Mexico with a term
          beginning November 18, 1993;

               (v)  Resort  Affiliation  Agreement  between  RCI Mexico and Club
          Regina covering Villa Vera Hotel and Racquet Club Acapulco,  Guerrero,
          Mexico, with a term beginning March 11, 1998;

               (vi) Resort  Affiliation  Agreement  between RCI Mexico and Grupo
          Constructor  Ram, S.A.  covering San Felipe Resort in Sonora,  Mexico,
          with a term beginning June 11, 1991; and

               (vii)  Resort  Affiliation  between RCI Mexico and Grupo  Regina,
          S.A. de C.V.  covering  Villa Vera Puerto Mio  Zihuatanejo,  Ixtapa in
          Guerrero, Mexico.

          "RCI Master  Affiliation  Agreement":  that certain Master Affiliation
     Agreement  between Raintree  Vacation,  Club Regina,  Lender and RCI Mexico
     dated  November  __,  2001,  as such  agreement  may  from  time to time be
     amended, modified, supplemented or otherwise restated.

          "RCI Mexico": Resort Condominiums  International de Mexico, S. de R.L.
     de  C.V.,  a  Mexican  limited  responsibility  corporation  with  variable
     capital.

          "RCI Outsourcing Agreement":  that certain Service Rendering Agreement
     for Club Regina  Member  Service  between RCI Mexico and Club Regina  dated
     _______________  as the same may from  time to time be  amended,  modified,
     supplemented or otherwise restated.

          "Receivables  Collateral":  (a)  the  Instruments  which  are  now  or
     hereafter  assigned or  delivered  by the  Borrower  to the Payment  Source
     Trustee  pursuant to this  Agreement  or against  which an Advance has been
     made; (b) all rights under all documents evidencing,  securing or otherwise
     pertaining to such Instruments,  including,  without  limitation,  Purchase
     Contracts  and escrow  agreements,  if any;  (c) all  collateral  and other
     security interests given to secure an Instrument; (d) all Borrower's rights
     under all  accounts  pertaining  to any of the  foregoing;  (e)  Borrower's
     interest in all  computer  software,  files,  books and records of Borrower
     pertaining to any of the foregoing;  and (f) the cash and non-cash proceeds
     of all of the  foregoing,  including,  without  limitation


                                       10
<PAGE>
     (whether or not acquired with cash proceeds), all accounts,  chattel paper,
     contract rights,  documents,  general  intangibles and instruments  related
     thereto.

          "Receivables  Loan":  the line of credit loan made pursuant to Article
     2.

          "Receivables  Loan  Borrowing  Base":  (i) with respect to an Eligible
     Instrument  denominated in UDI's, an amount equal to sixty percent (60%) of
     the unpaid principal  balance of such Eligible  Instrument,  converted into
     Dollars  at the  Official  Exchange  Rate in  effect  on the  Business  Day
     immediately  prior to the day such borrowing base is determined,  (ii) with
     respect to an Eligible Instrument  denominated in Pesos, an amount equal to
     sixty  percent  (60%) of the  unpaid  principal  balance  of such  Eligible
     Instrument,  converted into Dollars at the Official Exchange Rate in effect
     on the Business Day  immediately  prior to the day such  borrowing  base is
     determined  and (iii) with respect to Eligible  Instruments  denominated in
     Dollars,  an  amount  equal to  eighty-three  percent  (83%) of the  unpaid
     principal balance of such Eligible Instrument.

          "Receivables  Loan Borrowing Base Shortfall":  at any time, the amount
     by which the unpaid  principal  balance of the Receivables Loan exceeds the
     aggregate  Receivables  Loan  Borrowing  Base of all Eligible  Instruments,
     converted  into  Dollars  at the  Official  Exchange  Rate in effect on the
     Business Day immediately prior to the day such shortfall is determined.

          "Receivables  Loan Borrowing Term": the period  commencing on the date
     of this  Agreement  and ending on the close of the Business Day on November
     30, 2004.

          "Receivables Loan Collateral":  the Receivables Collateral and any and
     all other property now or hereafter serving as security for the Performance
     of the Obligations, and all products and proceeds thereof.

          "Receivables  Loan  Documents":  this Agreement,  the Receivables Loan
     Note, any and all Guaranties,  any and all  Subordination  Agreements,  the
     Servicing  Agreement,  the  Indebtedness  Agreement,  the Receivables  Loan
     Security  Documents,  and all other documents now or hereafter  executed in
     connection  with the  Receivables  Loan,  as they may from  time to time be
     amended, modified, supplemented or otherwise restated.

          "Receivables  Loan  Maturity  Date":  the date which occurs sixty (60)
     months from the last Advance,  or if not a Business Day, the first Business
     Day thereafter.

          "Receivables  Loan Note": the promissory note to be made and delivered
     by Borrower to Lender having a face amount equal to the Maximum Receivables
     Loan Amount, dated as of even date herewith,  and made payable to Lender to
     evidence  the  Receivables  Loan,  as it may from time to time be  amended,
     modified, supplemented or otherwise restated.


                                       11
<PAGE>
          "Receivables Loan Security  Documents":  the Payment Source Trust, the
     Negative  Pledge,  this  Agreement,  the  Pledge  Agreement  and all  other
     documents now or hereafter securing the Obligations,  as they may from time
     to be amended, modified, supplemented or otherwise restated.

          "Receivables  Purchase  Agreement":  that certain Assignment Agreement
     between CR Puerto  Vallarta,  CR Los Cabos and Borrower  dated November __,
     2001, as the same may from time to time be amended, modified,  supplemented
     or otherwise restated.

          "Redeemable  Senior  Notes":  those  Series A and  Series  B  thirteen
     percent (13%) senior notes due December 1, 2004 in the aggregate  principal
     amount of One Hundred Million Dollars ($100,000,000) issued by Raintree and
     CR Resorts  Capital,  S. de R.L. de C.V. and held by IBJ Schroder  Bank and
     Trust Company, as trustee.

          "Request for Receivables  Loan Advance and  Certification":  a written
     request  and   certification   from  the   Borrower  in  favor  of  Lender,
     substantially in form and substance to the attached Exhibit 1(D).

          "Required Closing Date": November 30, 2001.

          "Required  Guarantors":  jointly and  severally,  Raintree,  CR Puerto
     Vallarta, CR Los Cabos, CR Cancun, Mexitur, Promotora and Villa Vera.

          "Resolution":  a  resolution  of a  corporation  certified as true and
     correct by an authorized officer of such corporation,  a certificate signed
     by the  manager  of a limited  liability  company  and such  members  whose
     approval  is  required,  a  partnership  certificate  signed  by all of the
     general partners of such partnership and such other partners whose approval
     is required or a power of attorney  signed by such officers  whose approval
     is required.

          "Service of Process  Agent":  has the  meaning set forth in  paragraph
     9.23 of this Agreement.

          "Servicing  Agent":  RCI Mexico or its  successor as  Servicing  Agent
     under the Servicing Agreement.

          "Servicing  Agreement":  the Loan Servicing Agreement to be made among
     Lender, Borrower, Payment Source Trustee, CR Los Cabos, CR Puerto Vallarta,
     CR  Cancun,   Promotora,   Club  Regina,   and   Servicing   Agent,   dated
     ______________, 2001, which provides for Servicing Agent to perform for the
     benefit of Lender, accounting, reporting and other servicing functions with
     respect  to the UDI-,  Peso- and  Dollar-denominated  consumer  receivables
     generated by Borrower or any  Affiliates of Borrower


                                       12
<PAGE>
     from  consumers  who are not U.S.  Persons,  as it may from time to time be
     amended, modified, supplemented or otherwise restated.

          "Subordination   Agreement":  a  subordination  agreement  made  by  a
     Subordinator  subordinating Indebtedness owed to it by Borrower to all or a
     part of the Obligations,  as it may from time to time be amended, modified,
     supplemented or otherwise restated.

          "Subordinator":  at any time, a person or entity then  required  under
     the terms of  paragraph  6.1.5 to  subordinate  Indebtedness  owed to it by
     Borrower to all or any part of the Obligations.

          "Term":  the duration of this Agreement,  commencing on the date as of
     which this Agreement is entered into and ending when all of the Obligations
     have been  Performed and Lender has no further  obligation to extend credit
     in connection with the Receivables Loan.

          "Third Party Consents":  those consents which Lender requires Borrower
     to obtain,  or which  Borrower is  contractually  or legally  obligated  to
     obtain, from others in connection with the transaction  contemplated by the
     Receivables Loan Documents,  including any necessary consents or assurances
     from the existing lenders of Borrower's Affiliates.

          "Time-Share  Interest":  a personal right to occupy and use a variable
     Unit in a  Time-Share  Project  at any time  during  the season to which it
     relates for a period of at least seven (7) consecutive  days every calendar
     year or every other calendar year.

          "Time-Share  Program":  the  program  under which  Purchasers  may own
     Time-Share  Interests,  enjoy their  respective  Time-Share  Interests on a
     recurring basis,  and share the expenses  associated with the operation and
     management of such program.

          "Time-Share  Program  Consumer  Documents":   the  Purchase  Contract,
     Instrument, deed of conveyance, credit application,  credit disclosures (if
     applicable),   rescission   right   notices,   final   subdivision   public
     reports/prospectuses/public  offering  statements (if applicable),  receipt
     for public report,  exchange affiliation agreement and other documents used
     or to be used by Borrower and/or its Affiliates in connection with the sale
     of Time-Share Interests.

          "Time-Share  Program  Governing  Documents":   the  Land  Trusts;  the
     Purchase  Contracts;  the  Instruments,  the rules and  regulations  of the
     Borrower  and/or  its   Affiliates;   the  regulations  for  Club  Regina's
     Multi-Resort  System;  any and all rules and regulations  from time to time
     adopted by the Borrower  and/or its Affiliates;  the Operating  Agreements;
     and any subsidy  agreement  by which  Borrower  and/or its  Affiliates  are


                                       13
<PAGE>
     obligated to subsidize  shortfalls in the budget of the Time-Share  Program
     in lieu of paying assessments.

          "Time-Share Project" shall mean any one of the Time-Share Projects.

          "Time-Share  Projects":  Club Regina Resort at Los Cabos,  Club Regina
     Resort at Puerto  Vallarta,  Club  Regina  Resort at Cancun  and Villa Vera
     Hotel and Racquet Club.

          "UDI": Unidad de Inversion.


          "U.S. Person: as defined in the IRC.

          "Unit": a dwelling unit in a Time-Share Project.

          "Villa Vera":  means Villa Vera Resort,  S. de R.L. de C.V., a Mexican
     limited responsibility corporation with variable capital.

     2.   LOAN COMMITMENT; USE OF PROCEEDS

          2.1.  Receivables Loan  Commitment;  Determination of Advance Amounts.
     Lender hereby agrees, if Borrower has Performed all of the Obligations then
     due,  to make  Advances  to  Borrower  in  accordance  with the  terms  and
     conditions of this  Agreement for the purposes  specified in paragraph 2.4.
     The  maximum  amount  of  an  Advance  shall  be  equal  to  the  aggregate
     Receivables  Loan  Borrowing Base for all Eligible  Instruments  (including
     those submitted in connection  with the pending  Advance) less (b) the then
     unpaid principal balance of the Receivables Loan; provided,  however, at no
     time shall the unpaid principal  balance of the Receivables Loan exceed the
     Maximum  Receivables  Loan  Amount.  In the  event at any  time the  unpaid
     principal  balance of the Receivables Loan exceeds the Maximum  Receivables
     Loan  Amount,  Borrower  shall  make a  payment  to Lender  within  one (1)
     Business Day thereafter in an amount equal to such excess, without the need
     for any prior demand or request by Lender.

          2.2.  Receivables  Loan  Revolver.  The  Receivables  Loan  will  be a
     non-revolving  facility and in addition no  Availability  Advances shall be
     permitted,  until such time as Raintree has closed, on terms and conditions
     satisfactory to Lender in its sole and absolute discretion, the transaction
     pursuant  to which the terms of  repayment  under those  Redeemable  Senior
     Notes  held by each of Trust  Company of the West and  Jefferies  & Company
     have been modified.  Such  modification  shall,  at a minimum,  result in a
     reduction  by at least one half in the  interest  payment  obligations  due
     under the Redeemable  Senior Notes.  Thereafter,  the Receivables Loan will
     become  a  revolving  line of  credit  and  Availability  Advances  will be
     permitted,  subject  to  compliance  with all  other  conditions  precedent
     hereunder to the making of Advances.  However,  even though the Receivables
     Loan will become a revolving  line of credit,  all Advances shall be viewed


                                       14
<PAGE>
     as a single loan.  Borrower shall not be entitled to obtain  Advances after
     the expiration of the Receivables Loan Borrowing Term unless Lender, in its
     discretion,  agrees in writing with Borrower to make Advances thereafter on
     terms and conditions satisfactory to Lender.

          2.3.  Continuation  of  Obligations  Throughout  Term.  Whether or not
     Borrower's  right to obtain  Advances has  terminated,  this  Agreement and
     Borrower's  liability for  Performance  of the  Obligations  shall continue
     until the end of the Term.

          2.4.  Use  of  Advances.   Borrower  will  use  the  proceeds  of  the
     Receivables  Loan for  purposes  of  purchasing  Instruments  and  Purchase
     Contracts  from  CR  Los  Cabos  and CR  Puerto  Vallarta.  Borrower  shall
     thereafter  cause such purchase price to be paid in satisfaction of amounts
     owed under the Mirror  Notes and  thereafter  cause such amounts paid under
     the Mirror Notes to be paid in satisfaction of the interest  payment due on
     December 1, 2001 under the Redeemable Senior Notes. The remaining  proceeds
     of the Receivables Loan shall be used to pay any amounts then due and owing
     by Borrower or its  Affiliates to Lender or RCI Mexico in  connection  with
     the various  affiliation  arrangements with Lender and RCI Mexico,  then to
     amounts  required to be paid by  Borrower  under  paragraph  8.1 hereof and
     thereafter for working capital and other business purposes.

          2.5.  Repayment of  Receivables  Loan. The  Receivables  Loan shall be
     evidenced by the  Receivables  Loan Note and shall be repaid in immediately
     available  funds  according to the terms of the  Receivables  Loan Note and
     this Agreement.

          2.6.  Interest.  Except as otherwise  provided in the Receivables Loan
     Note or this Agreement,  interest  ("Basic  Interest")  shall accrue on the
     unpaid  principal  balance  of the  Receivables  Loan  from  time  to  time
     outstanding at the Basic Interest Rate.  Basic Interest shall be calculated
     on the basis of the  actual  number of days  elapsed  during the period for
     which  interest is being charged  predicated on a year  consisting of three
     hundred  sixty (360) days.  Payments of principal,  Basic  Interest (to the
     extent  permitted by applicable  law) and any other amounts due and payable
     under the Receivables Loan Documents shall earn interest after they are due
     at the Default Rate. While an Event of Default exists, Basic Interest shall
     accrue at the Default Rate.

          2.7.  Receivables  Loan Minimum Required  Payments.  Commencing on the
     last  Business  Day of the calendar  month in which the initial  Advance is
     made and on the  last  Business  Day of each  succeeding  month  thereafter
     ("Installment  Date") until the Receivables  Loan Maturity Date or the date
     on which the Receivables Loan is paid in full, whichever date first occurs,
     Borrower  will pay to  Lender  an  installment  payment  of  principal  and
     interest on the Receivables Loan equal to (i) one hundred percent (100%) of
     all  proceeds  (except  servicing  fee  payments  made by  consumers  whose
     principal  and  interest  payments  then  due  have  been  paid in full and
     payments  made  by  such  consumers  as  tax  and  insurance   impounds  or
     maintenance fees for the Time-Share  Projects and other


                                       15

<PAGE>
     assessment  payments  and which are required to be so treated by Lender) of
     the Receivables  Collateral collected during the month in which the payment
     is  required  to be made and (ii) all such  proceeds  collected  during any
     preceding  month  during  the  Term  and not  previously  paid  to  Lender,
     including, without limitation, all payments collected under the Instruments
     which constitute part of the Receivables Collateral.  Regardless of whether
     the proceeds of the Receivables Collateral are sufficient for that purpose,
     interest on the principal balance of the Receivables Loan from time to time
     outstanding shall be due and payable monthly in arrears on each Installment
     Date.

          2.8  Prepayment.  The  Receivables  Loan may be prepaid in whole or in
     part at any time without premium or penalty.

          2.9. [Reserved]

          2.10.   Application   of  Proceeds   of   Collateral   and   Payments.
     Notwithstanding anything in the Receivables Loan Documents to the contrary,
     the amount of all  payments or amounts  received by Lender with  respect to
     the Receivables  Loan shall be applied to the extent  applicable  under the
     Receivables Loan Documents; (a) first, to any past due payments of interest
     on the Receivables  Loan and to accrued  interest on the  Receivables  Loan
     through the date of such payment, including any default interest; (b) then,
     to any late  fees,  examination  fees  and  expenses,  collection  fees and
     expenses  and  any  other  fees  and  expenses  due  to  Lender  under  the
     Receivables Loan Documents in connection with the Receivables Loan; and (c)
     last, the remaining balance, if any, to the unpaid principal balance of the
     Receivables Loan; provided however,  while an Event of Default or Incipient
     Default exists,  each payment received with respect to the Receivables Loan
     shall be  applied  to such  amounts  owed to Lender by  Borrower  under the
     Receivables  Loan Documents as Lender in its  discretion may determine.  In
     calculating interest and applying payments as set forth above: (a) interest
     on the Receivables Loan shall be calculated and collected  through the date
     payment is actually  received by Lender;  (b)  interest on the  outstanding
     balance of the  Receivables  Loan shall be charged  during any grace period
     permitted  under the  Receivables  Loan  Documents;  (c) at the end of each
     month,  all past due interest and other past due charges provided for under
     the Receivables  Loan Documents with respect to the Receivables  Loan shall
     be added to the  principal  balance of the  Receivables  Loan in accordance
     with the provisions of Article 363 of the Mexican  Commercial Code; and (d)
     to the extent that Borrower makes a payment or Lender  receives any payment
     or proceeds of the Collateral for Borrower's  benefit that is  subsequently
     invalidated,  set aside or  required  to be  repaid to any other  person or
     entity,  then,  to such extent,  the  Obligations  in  connection  with the
     Receivables  Loan intended to be satisfied shall be revived and continue as
     if such payment or proceeds had not been  received by Lender and Lender may
     adjust the Receivables  Loan balance as Lender,  in its  discretion,  deems
     appropriate under the circumstances.  The provisions of this paragraph 2.10
     are  also  subject  to  the  parties'  rights  and  obligations  under  the
     Receivables  Loan  Documents  as to  the  application  of  proceeds  of the
     Collateral following an Event of Default.


                                       16
<PAGE>
          2.11 Borrower's Unconditional Obligation to Make Payments.  Whether or
     not the proceeds from the Receivables  Loan Collateral  shall be sufficient
     for that purpose,  Borrower  will pay when due all payments  required to be
     made  pursuant  to  any  of  the  Receivables  Loan  Documents,  Borrower's
     obligation to make such payments being absolute and unconditional.

     3.   SECURITY

          3.1 Security Interest in Receivables  Collateral.  Borrower has placed
     the Receivables  Collateral  within the Payment Source Trust. To secure the
     Performance of all of the Obligations,  Borrower has instructed the Payment
     Source  Trustee to grant,  to Lender a pledge  (prenda) in the  Receivables
     Collateral. Such pledge shall be absolute,  continuing,  perfected, direct,
     first,  exclusive and applicable to all existing and future Advances and to
     all of the Obligations. Borrower will unconditionally assign and deliver to
     the Payment Source Trustee,  with full recourse,  all Instruments which are
     part of the Receivables  Collateral.  Borrower  warrants and guarantees the
     enforceability  of the Receivables  Collateral.  Lender is hereby appointed
     Borrower's  attorney-in-fact to take any and all actions in Borrower's name
     and/or on Borrower's  behalf deemed necessary or appropriate by Lender with
     respect  to the  collection  and  remittance  of  payments  (including  the
     endorsement  of payment  items)  received  on  account  of the  Receivables
     Collateral;  provided, however, that Lender shall not take any action which
     is described in  paragraph  7.2.3 unless an Event of Default  exists and is
     continuing.  Lender may notify  persons  bound  thereby of the existence of
     Lender's  interest  as assignee in the  Receivables  Collateral  and in the
     normal course of the Servicing Agent's or Lender's  servicing or collection
     activities,  Lender may request  from any person  bound by the  Receivables
     Collateral any information relating to him.

          3.2  Ineligible  Instruments.  If an  Instrument  which is part of the
     Receivables Collateral ceases to be an Eligible Instrument or is determined
     not to be an Eligible Instrument ("Ineligibility Event") and as a result of
     the occurrence of such Ineligibility Event, there exists a Receivables Loan
     Borrowing  Base  Shortfall,  then within ten (10) Business Days  thereafter
     Borrower  will either (a) make to Lender a  principal  payment in an amount
     equal to the  Receivables  Loan  Borrowing  Base Shortfall plus accrued and
     unpaid  interest on such principal  payment or (b) replace such  ineligible
     Instruments  with one or more  Eligible  Instruments  having  an  aggregate
     Receivables  Loan  Borrowing  Base  not  less  than  the  Receivables  Loan
     Borrowing Base  Shortfall with such  replacement to be effected by means of
     endorsement and delivery of such Eligible Instruments to the Payment Source
     Trustee to be held under the Payment Source Trust.  Simultaneously with the
     delivery of the replacement  Eligible  Instrument to Payment Source Trustee
     for an  ineligible  Instrument,  Borrower will deliver to Lender all of the
     items (except for a Request for Receivables Loan Advance and Certification)
     required to be delivered by Borrower to Lender  pursuant to paragraph  4.2,
     together  with a Borrower's  Certificate.  Lender will instruct the Payment
     Source Trustee to reassign to Borrower,


                                       17

<PAGE>
     without  recourse or warranty of any kind  (liberacion sin  responsabilidad
     para el Acreedor), the ineligible Instrument if: (a) no Event of Default or
     Incipient  Default exists;  (b) Borrower has made any principal payment and
     Performed any replacement  obligations as required above in connection with
     any  Ineligibility  Event  caused by such  ineligible  Instrument;  and (c)
     Borrower  has  requested  Lender  in  writing  to  release  the  ineligible
     Instrument.

          3.3  Collections  and  Servicing.  The Payment  Source  Trustee  shall
     collect  payments on the Instruments  constituting  part of the Receivables
     Collateral  and remit  collected  payments to Lender on the last day (or if
     such day is not a Business Day, on the preceding  Business Day) of each and
     every month after the date of the first Receivables Loan Advance, according
     to the terms of the  Payment  Source  Trust.  Payments  shall not be deemed
     received by Lender  until  Lender  actually  receives  such  payments  from
     Payment Source Trustee.  Until such time as the  Receivables  Loan has been
     paid in full, RCI Mexico shall service UDI-, Peso-, and  Dollar-denominated
     consumer  receivables  generated  by Borrower or any  Affiliate of Borrower
     from  consumers who are not U.S.  Persons.  The foregoing  notwithstanding,
     with respect to UDI-, Peso-, and  Dollar-denominated  consumer  receivables
     pledged  to other  lenders,  Borrower  shall  use  commercially  reasonable
     efforts to move the servicing of those  receivables to the Servicing  Agent
     within sixty (60) days following the Required Closing Date. Servicing Agent
     shall  furnish  to  Lender,  Borrower  and the  Payment  Source  Trustee at
     Borrower's  sole cost and  expense,  no later than the tenth  (10th) day of
     each month commencing with the first full calendar month following the date
     of this Agreement, a report, in a format satisfactory to Lender, which: (a)
     shows as of the end of the prior  month  with  respect  to each  Instrument
     which  constitutes  part of the  Receivables  Collateral  (i) all  payments
     received,  allocated between principal,  interest,  late charges and taxes;
     (ii) the opening and closing  balances;  (iii)  average  consumer  interest
     rates;  and (iv)  extensions,  refinances,  prepayments  and other  similar
     adjustments;  and (b) indicates  delinquencies  of thirty (30), sixty (60),
     ninety  (90) days and in excess of  ninety  (90)  days.  At the end of each
     calendar  quarter,  Borrower  will deliver or use  commercially  reasonable
     efforts to cause the  Servicing  Agent to deliver to Lender and the Payment
     Source Trustee a current list of the names,  addresses and phone numbers of
     the  obligors  on  each  of  the  Instruments   constituting  part  of  the
     Receivables Collateral. Borrower will also deliver or cause Servicing Agent
     to deliver to Lender,  Borrower and the Payment  Source  Trustee,  promptly
     after  receipt  of a written  request  for them,  such other  reports  with
     respect to Instruments  constituting part of the Receivables  Collateral as
     Lender may from time to time reasonably require.

          3.4  Replacement of Servicing  Agent.  If a default on the part of the
     Servicing Agent exists under the Servicing Agreement or an Event of Default
     exists,  Lender, subject to any additional restriction thereon contained in
     the Servicing Agreement,  may at any time and from time to time, substitute
     a successor or successors to the Servicing Agent acting under the Servicing
     Agreement.


                                       18
<PAGE>
          3.5  Maintenance  of  Security.  Borrower  will deliver or cause to be
     delivered  to Lender and will  maintain or cause to be  maintained  in full
     force  and  effect  throughout  the Term  (except  as  otherwise  expressly
     provided  in  such  Receivables   Loan  Document),   as  security  for  the
     Performance of the Obligations, the Receivables Loan Security Documents and
     all other security  required to be given to Lender pursuant to the terms of
     this Agreement.

          3.6  Liability  of  Guarantors.  The  payment and  Performance  of the
     Obligations  shall be jointly,  severally,  primarily  and  unconditionally
     guaranteed by the Required Guarantors.


     4.   CONDITIONS PRECEDENT TO ADVANCES; MINIMUM AMOUNT AND MAXIMUM FREQUENCY
          OF ADVANCES; METHOD OF DISBURSEMENT

          4.1 Delivery of  Receivables  Loan  Documents and Due Diligence  Items
     Prior to Initial Advance.  Lender's  obligation to make the initial Advance
     shall be subject to and conditioned upon the terms and conditions set forth
     in the following subparagraphs and elsewhere in this Agreement:

               4.1.1. Receivables Loan Documents.  Borrower shall have delivered
          to Lender  or caused to be  delivered  to Lender  the  following  duly
          executed,  delivered  (where  appropriate)  and in form and  substance
          satisfactory to Lender, not later than the Required Closing Date:

                    4.1.1.1. The Receivables Loan Documents;

                    4.1.1.2.  A favorable  opinion or opinions from  independent
               counsel for Borrower and all Required  Guarantors  which  counsel
               shall be  satisfactory  to Lender and which  opinion  shall cover
               such  matters  as  Lender  may  require.   Without  limiting  the
               generality  of  the   foregoing,   the  Lender  shall  receive  a
               satisfactory  "choice of law",  "true  sale" and  "nonsubstantive
               consolidation"  opinion from Borrower's United States and Mexican
               counsel with respect to the  transfer of the  Instruments  to the
               Borrower from CR Los Cabos and CR Puerto Vallarta pursuant to the
               Receivables Purchase Agreement;

                    4.1.1.3. The Third Party Consents; and

                    4.1.1.4.  Such  other  documents  as Lender  may  reasonably
               require to effect the intent and purposes of this Agreement.


                                       19

<PAGE>
               4.1.2. Organizational,  Time-Share Project, Affiliation and Other
          Due Diligence Documents. Borrower shall have delivered to Lender prior
          to the  earlier  of (a) the  date of the  initial  Advance  or (b) the
          Required Closing Date:

                    4.1.2.1.  The Articles of Organization of Borrower,  any and
               all  Required  Guarantors  and (if any)  other  sureties  for the
               Obligations  and,  if  applicable,   their  respective  managers,
               members  and  partners,  to the extent  any such  entity is not a
               natural person;

                    4.1.2.2.  The Resolutions of Borrower,  any and all Required
               Guarantors and (if any) other sureties for the  Obligations  and,
               if applicable,  their respective managers,  members and partners,
               to  the  extent  any  such  entity  is  not  a  natural   person,
               authorizing  the execution and delivery of the  Receivables  Loan
               Documents,  the transactions  contemplated thereby and such other
               matters as Lender may require;

                    4.1.2.3.  A certificate  or other  evidence of good standing
               for Borrower,  any and all Required Guarantors and (if any) other
               sureties  for  the  Performance  of  the   Obligations   and,  if
               applicable,  their respective managers,  members and partners, to
               the  extent  any such  entity is not a natural  person,  from the
               state  of  its  organization  together  with  evidence  that  the
               Borrower,   and  those  Required  Guarantors  which  are  Mexican
               entities  have made all  necessary  and  appropriate  filings and
               recordations  with the Mexican Public  Registry of Commerce,  the
               Mexican  Ministry  of Finance and Public  Credit,  the Sistema de
               Informacion Empresarial Mexicano, and the Instituto Nacional para
               el Fondo de la Vivienda de los Trabajadores (INVONAVIT);

                    4.1.2.4.  Evidence that Borrower and the Required  Guarantor
               have obtained all approvals, consents and business licenses which
               are necessary to enable each of them, as  applicable,  to execute
               the Receivables  Loan Documents,  consummate the Receivables Loan
               and operate within Mexico;

                    4.1.2.5. Such evidence as Lender may reasonably require that
               Purchasers  whose  Instruments  are being assigned to the Payment
               Source Trustee have good and  marketable  title to the Time-Share
               Interests they have purchased;

                    4.1.2.6. All permits,  licenses,  approvals and certificates
               for the occupancy,  use and operation of each Time-Share  Project
               for time-share and other intended uses;


                                       20
<PAGE>
                    4.1.2.7.  Evidence  each  Time-Share  Project  is zoned  for
               time-share  and  other  intended  uses  and  that  all  approvals
               required  for such  uses  under  any  covenants,  conditions  and
               restrictions have been obtained;

                    4.1.2.8. The Minimum Required Time-Share Approvals;

                    4.1.2.9. A copy of the Time-Share Program Consumer Documents
               and the Time-Share Program Governing Documents;

                    4.1.2.10. The Insurance Policies;

                    4.1.2.11.  A copy  of all  marketing  contracts,  management
               contracts,  service contracts,  operating  agreements,  equipment
               leases,  space  leases and other  agreements  pertaining  to each
               Time-Share   Project  and  which  are  necessary  for  the  sale,
               operation and intended  time-share use of such Time-Share Project
               and are not otherwise  required  pursuant to another item in this
               paragraph;

                    4.1.2.12.  Evidence that each owner of a Time-Share Interest
               will have available to it the quiet and peaceful enjoyment of the
               Time-Share  Interest  (including promised amenities and necessary
               easements)  owned by it which cannot be disturbed so long as such
               owner is not in default of its  obligations  to pay the  purchase
               price  of its  Time-Share  Interest,  to pay  assessments  to the
               applicable time-share association,  and to comply with reasonable
               rules and  regulations  pertaining  to the use of the  Time-Share
               Interest ("Quiet Enjoyment Rights");

                    4.1.2.13. A fully executed Administration Trust, in form and
               substance satisfactory to Lender;

                    4.1.2.14.   Evidence   that  the  RCI   Master   Affiliation
               Agreement,  the  Intercompany  Affiliation  Agreements,  the  RCI
               Existing Affiliation  Agreements,  RCI Outsourcing  Agreement and
               the Servicing  Agreement have been  unconditionally  assigned and
               transferred  to the Payment  Source  Trustee to be held under the
               provisions of the Payment Source Trust;

                    4.1.2.15.    Fully   executed    Intercompany    Affiliation
               Agreements, in form and substance satisfactory to Lender;

                    4.1.2.16. A fully executed RCI Master Affiliation  Agreement
               in form and substance satisfactory to Lender;


                                       21
<PAGE>

                    4.1.2.17.  A  Letter  of  Direction  to  the  Administration
               Trustee, in form and substance  satisfactory to Lender,  pursuant
               to which the Administration Trustee is prohibited from permitting
               (i) a removal of the patrimony of the  Administration  Trust (ii)
               or a modification to the Administration  Trust,  without, in each
               case, Lender's prior written approval;

                    4.1.2.18.   Evidence  that  the  Negative  Pledge  has  been
               delivered to and accepted by each Land Trustee;

                    4.1.2.19. A fully executed Receivables Purchase Agreement in
               form and substance satisfactory to Lender;

                    4.1.2.20.  Evidence that the current collection  procedures,
               pursuant to which the service  fees,  renewal  fees,  maintenance
               fees and other fees  payable to RCI Mexico have been  modified so
               that such monies are collected by the Payment Source Trustee; and

                    4.1.2.21.  Such  other  items as Lender  requests  which are
               reasonably  necessary to evaluate the request for the Advance and
               the satisfaction of the conditions precedent to the Advance.

                    4.1.3.  Credit Reports;  Search Reports;  Site  Inspections.
               Lender shall have received, in form and substance satisfactory to
               Lender,  the results of current UCC searches  (or its  equivalent
               under  Mexican  law) with  respect to Borrower  and the  Required
               Guarantors and current lien, litigation,  judgment and bankruptcy
               searches (or its equivalent under Mexican law) for Borrower,  any
               and all Required  Guarantors  conducted in such  jurisdictions as
               Lender  deems  appropriate.  In  addition,  a member of  Lender's
               credit department shall have visited each Time-Share  Project and
               shall be satisfied with the results of such inspection.

                    4.1.4  Operating  Agreements.  Lender  shall  have  received
               copies of the Operating Agreements.

                    4.1.5 Local Issues.  Lender shall be satisfied  with Mexican
               laws  governing  all matters  relating to the  Receivables  Loan,
               including  without  limitation,  the creation and perfection of a
               security  interest on the  Receivables  Loan Collateral and other
               related matters.

                    4.1.6 Existing Debt. Lender shall have reviewed and approved
               the terms and  conditions of the  Redeemable  Senior  Notes,  the
               Mirror Notes and any other  Indebtedness  owed by Borrower or any
               Required  Guarantor.  There  shall


                                       22

<PAGE>
               exist no default,  events of default or incipient  defaults under
               the  Redeemable  Senior  Notes,  the  Mirror  Notes or such other
               Indebtedness.

                    4.1.7  Organizational  Structure.  Lender shall be satisfied
               with  the  organizational  structure  of  Borrower  and  Required
               Guarantors.

                    4.1.8 Power of Attorney.  Lender  shall have  received (i) a
               copy of a notarized  power of attorney  from the Borrower and the
               Required  Guarantors  in favor of the  Service of  Process  Agent
               referred  to in  paragraph  9.23  hereof  and in  the  Guaranties
               executed by the  Required  Guarantors,  in form  satisfactory  to
               Lender's Mexican counsel, (ii) evidence of the Service of Process
               Agent's  acceptance  of its  appointment,  and  (iii) a copy of a
               notarized  power of attorney from the Borrower in favor of Lender
               referred to in  paragraphs  3.1,  7.4.2 and 7.9  hereof,  in form
               satisfactory to special Mexican counsel to the Lender, empowering
               the Lender to act as Borrower's  attorney-in-fact to take any and
               all actions in  Borrower's  name and/or on  Borrower's  behalf as
               Lender may deem necessary or appropriate, in its sole discretion,
               in the manner  contemplated in said paragraphs 3.1, 7.4.2 and 7.9
               hereof.  The powers and agency  granted by  Borrower  are coupled
               with an interest and are irrevocable  until the Obligations  have
               been paid in full and are granted as cumulative to Lender's other
               remedies for collection and enforcement of the Obligations.

               4.2  Additional  Conditions  Precedent  for  Advances.  For  each
          Advance,  other than an Availability  Advance,  Lender's obligation to
          make  such  Advance  shall  be  subject  to  Lender's  receipt  of the
          following, in form and substance satisfactory to Lender:

                    4.2.1. A completed and executed Request for Receivables Loan
               Advance and Certification

                    4.2.2 (i) a copy of the signed  original  Instruments  which
               qualify  as  Eligible   Instruments  which  have  been  duly  and
               unconditionally   endorsed  to  the  Payment  Source  Trustee  by
               Borrower;  (ii)  copies of signed  receipts  for public  offering
               statements/property  reports/prospectuses  to the extent the same
               are given or are required to be given to Purchasers in connection
               with  the  sales  of  Time-Share  Interests  giving  rise to such
               Instruments;  (iii)  a copy  of the  Purchase  Contracts,  credit
               disclosure  statements and other items  requested by Lender which
               were signed by such Purchasers in connection with such sales; and
               (iv)  evidence  that  all  rescission  rights  have  expired  and
               Borrower  or an  Affiliate  of  Borrower  has  Performed  all its
               statutory and contractual obligations with respect thereto.

                    4.2.3.    Evidence   from   the   Payment   Source   Trustee
               acknowledging  its  receipt  of  the  original   Instruments  and
               Purchase  Contracts  against which an Advance is being made, duly
               assigned and endorsed in favor of the Payment Source Trustee.


                                       23
<PAGE>
                    4.2.4. If not previously furnished, evidence satisfactory to
               Lender that: (i) all Time-Share  Interests  which are the subject
               of the  Instruments  referenced  in clause  4.2.3  above have all
               necessary and promised on-site and off-site  improvements thereto
               and necessary  and promised  utilities  are  available;  (ii) all
               Units and  amenities  which  are to be  available  to  Purchasers
               obligated  on the  Instruments  referenced  in clause 4.2.3 above
               have been completed in accordance  with all  applicable  building
               codes and are fully furnished,  necessarily  equipped and will be
               available  for  use  by   Purchasers   without   disturbance   or
               termination  of  their  use  rights  so long  as they  are not in
               default of their obligations under the Instruments; and (iii) all
               furnishings  in the Units and  amenities  are owned by one of the
               Required  Guarantors,   free  of  charges,   liens  and  security
               interests other than the Permitted Encumbrances.

                    4.2.5. Written confirmation from the Servicing Agent that it
               has not received  notice of any complaint,  demand,  set-off,  or
               claim  by  any  person,   including,   without  limitation,   any
               Purchaser,  with respect to the Instruments  referenced in clause
               4.2.3  above  (other  than as to routine  matters  involving  the
               servicing  of an  Instrument)  and  certifying  the unpaid  total
               payments  due  under  the  unpaid   principal   balance  of  such
               Instruments.

                    4.2.6.  If  available  in  Mexico,  a credit  report  from a
               recognized consumer credit reporting agency or other satisfactory
               evidence of  creditworthiness,  on each Purchaser obligated under
               an Instrument referenced in clause 4.2.3 above.

                    4.2.7. Evidence reasonably satisfactory to Lender that there
               are no conflicting  charges or security  interests claimed in the
               Receivables Collateral.

                    4.2.8.  Following a material change of  circumstances or not
               more often than annually at Lender's discretion,  an opinion from
               independent  counsel  to  Borrower  satisfactory  to Lender  with
               respect to the continued  compliance of each  Time-Share  Project
               and the sales and marketing  activities with applicable laws, the
               enforceability  of the  Instruments  and such  other  matters  as
               Lender shall reasonably require.

                    4.2.9.  Such other items which are  reasonably  necessary to
               evaluate  the request for the  Receivables  Loan  Advance and the
               satisfaction of the conditions precedent thereto.

               4.3.  General  Conditions  Precedent  to All  Advances.  Lender's
          obligation to fund any Advance is subject to and conditioned  upon the
          additional   terms  and   conditions   set  forth  in  the   following
          subparagraphs being satisfied at the time of such Advance:


                                       24
<PAGE>
                    4.3.1. No material adverse change shall have occurred in any
               of the  Time-Share  Projects,  the  Collateral,  the  business or
               financial  condition of Borrower or any Required Guarantor (since
               the date of the latest  financial and operating  statements given
               to  Lender  by or on  behalf  of  Borrower  or any such  Required
               Guarantor),   or  the   ability  of   Borrower   to  Perform  the
               Obligations.

                    4.3.2. There shall have been no material,  adverse change in
               the warranties and  representations  made in the Receivables Loan
               Documents by Borrower,  any Required  Guarantor and/or any surety
               for the Performance of the Obligations.

                    4.3.3.  Neither an Event of Default  nor  Incipient  Default
               shall have occurred and be continuing.

                    4.3.4.  The interest rate  applicable to the Advance (before
               giving effect to any savings  clause) will not exceed the maximum
               rate permitted by the Applicable Usury Law.

                    4.3.5. Borrower shall have paid to Lender all fees and costs
               which are required to be paid at the time of the Advance.

                    4.3.6. Lender is satisfied,  in its discretion,  that Lender
               will incur no adverse foreign tax consequences as a result of the
               making of the  Advance  and the  performance  of its  obligations
               under the  Receivables  Loan  Documents.  Lender shall be further
               satisfied,  in its  discretion,  that the  principal and interest
               payments  being made to Lender  with  respect to the  Receivables
               Loan and any other monies payable to Lender under the Receivables
               Loan  Documents  will not be  subject to  withholding  or subject
               Lender or Servicing Agent to a withholding requirement.

               4.4. Conditions  Satisfied at Borrower's Expense.  The conditions
          to Advances shall be satisfied by Borrower at its expense.

               4.5. Minimum Amount and Maximum  Frequency of Advances.  Advances
          shall  be made in  amounts  of not less  than  Five  Hundred  Thousand
          Dollars  ($500,000).  Advances shall be made no more  frequently  than
          once in any Quarter  Period,  as defined  below.  Lender shall have no
          obligation to make  Advances at more frequent  intervals but may do so
          in its discretion upon the written request of Borrower. In addition to
          other conditions that may be imposed by Lender,  Lender shall have the
          right to charge a Five  Hundred  Dollar  ($500)  fee for each  Advance
          after  the  first  Advance  in any  Quarter  Period,  which fee may be
          withheld from the proceeds of such  Advance.  For purposes  hereof,  a
          "Quarter Period" shall mean the periods of December 1 through February
          28, March 1 through May 31, June 1 through  August 31 and  September 1
          through November 30 of each year during the Term.


                                       25
<PAGE>
               4.6.  Disbursement  of  Advances.  Advances  may  be  payable  to
          Borrower;  or if  requested  by  Borrower  and  approved in writing by
          Lender, to others, either severally or jointly with Borrower,  for the
          credit or benefit of Borrower.  Advances shall be disbursed in Dollars
          by wire transfer or, at Borrower's option exercised by written request
          to Lender, by check or drafts.  Borrower will pay Lender's  reasonable
          charge  in  connection  with any wire  transfer.  Lender  may,  at its
          option,  withhold  from  any  Advance  any sum  (including  costs  and
          expenses)  then due to it under  the  terms  of the  Receivables  Loan
          Documents or which  Borrower  would be  obligated to reimburse  Lender
          pursuant to the  Receivables  Loan Documents if first paid directly by
          Lender.

               4.7. No Waiver.  Although Lender shall have no obligation to make
          an Advance  unless and until all of the  conditions  precedent  to the
          Advance  have been  satisfied,  Lender  may, at its  discretion,  make
          Advances  prior to that time without  waiving or releasing  any of the
          Obligations.

               4.8. English Language. All documents and instruments submitted to
          Lender in  satisfaction  of a condition  precedent  contained  in this
          Agreement or in  connection  with an Advance  (other than the Eligible
          Instruments)  shall be in the English language and shall be translated
          into  English and  certified as a correct  translation,  at no cost to
          Lender.

               4.9. UCC Matters.  Borrower hereby  authorizes Lender to file UCC
          financing  statements  and  amendments  thereto  against  Borrower  in
          connection with this Agreement.

          5.   BORROWER'S REPRESENTATIONS AND WARRANTIES

               Borrower hereby represents and warrants to Lender that:

               5.1. Good Standing.  Borrower is a limited liability company duly
          organized,  validly  existing and in good  standing  under the laws of
          Nevada and is  authorized  to do business  in and in good  standing in
          each  jurisdiction  where the location or nature of its  properties or
          its business  makes such  qualification  necessary.  Borrower has full
          power and authority to carry on its business and own its property.

               5.2. Power and Authority; Enforceability. Borrower has full power
          and authority to execute and deliver the  Receivables  Loan  Documents
          and to Perform the  Obligations.  All action necessary and required by
          Borrower's  Articles of Organization and all other Legal  Requirements
          for Borrower to obtain the  Receivables  Loan,  to execute and deliver
          the Receivables Loan Documents which have been or will be executed and
          delivered in connection  with the  Receivables  Loan  Documents and to
          Perform  the  Obligations  has been duly and  effectively  taken.  The
          Receivables  Loan Documents are, and, to Borrower's  Knowledge,  shall
          be, legal, valid, binding and enforceable against


                                       26
<PAGE>
          Borrower;  and do not violate the Applicable Usury Law or constitute a
          default  or  result  in the  imposition  of a lien  under the terms or
          provisions of any agreement to which  Borrower is a party.  Except for
          the Third Party Consents delivered pursuant to paragraph 4.1.1 and the
          consents evidenced by the Resolutions  delivered pursuant to paragraph
          4.1.2, no consent of any governmental agency or any other person not a
          party to this  Agreement  is or will be required as a condition to the
          execution,   delivery  or   enforceability  of  the  Receivables  Loan
          Documents.

               5.3. Borrower's Principal Place of Business. Borrower's principal
          place of  business  and chief  executive  office are  located at 10000
          Memorial Drive,  Suite 480, Houston,  Texas,  77024,  United States of
          America.

               5.4.  No  Litigation.  There is no  action,  litigation  or other
          proceeding pending or, to Borrower's Knowledge,  threatened before any
          arbitration  tribunal,  court,  governmental  agency or administrative
          body against  Borrower,  which might  materially  adversely affect any
          Time-Share  Project,   the  Collateral,   the  business  or  financial
          condition  of Borrower or any  Required  Guarantor,  or the ability of
          Borrower to Perform the  Obligations.  Borrower will  promptly  notify
          Lender if any such action,  litigation  or  proceeding is commenced or
          threatened.

               5.5. Compliance with Legal  Requirements.  Borrower or Borrower's
          Affiliates  have complied with all Legal  Requirements in all material
          respects, including, without limitation, all Legal Requirements of the
          states in which the  Time-Share  Projects  are  located  and all other
          governmental  jurisdictions  in  which  the  Time-Share  Projects  are
          located or in which  Time-Share  Interests will be sold or offered for
          sale.

               5.6. No  Misrepresentations.  The Receivables  Loan Documents and
          all certificates, financial statements and written materials furnished
          to  Lender  by or  on  behalf  of  Borrower  in  connection  with  the
          Receivables Loan do not contain as of the date furnished to Lender any
          untrue  statement  of a  material  fact or omit to state a fact  which
          materially adversely affects or in the future may materially adversely
          affect  any  Time-Share  Project,  the  Collateral,  the  business  or
          financial  condition  of Borrower or any  Required  Guarantor,  or the
          ability of Borrower to Perform the Obligations.

               5.7. No Default for Third Party Obligations. Neither Borrower nor
          any  Required  Guarantor  is in  default  under  any  other  agreement
          evidencing,  guaranteeing or securing  borrowed money or a receivables
          purchase financing or in violation of or in default under any material
          term in any other material  agreement,  instrument,  order,  decree or
          judgment of any court,  arbitration or governmental authority to which
          it is a party or by which it is bound.

               5.8.  Payment of Taxes and Other  Impositions.  Borrower  and the
          Required  Guarantors  have  filed  all tax  returns  and have paid all
          Impositions,  if any,  required  to be filed by it or paid by it as of
          the making of this representation and


                                       27
<PAGE>
          warranty,  including real estate taxes and assessments relating to the
          Time-Share Projects or the Collateral.

               5.9.  Sales  Activities.  As  of  the  date  of  this  Agreement,
          Time-Share  Interests  have been sold and offered for sale only in the
          following jurisdictions: Mexico

               5.10.  Time-Share  Interest Not a Security.  Neither Borrower nor
          any of  Borrower's  Affiliates  have  sold or  offered  for  sale  any
          Time-Share  Interest  as  an  investment.   Except  for  the  sale  to
          Purchasers  of Series B Shares of variable  capital stock in any of CR
          Cancun,  CR Cabos  and/or  CR  Puerto  Vallarta  (in  connection  with
          Borrower's Club Regina B Shares sales  program),  neither the sale nor
          the offering for sale of any Time-Share  Interest will  constitute the
          sale or the offering for sale of a security under any applicable law.

               5.11.  Zoning  Compliance.   Neither  time-share  use  nor  other
          transient use and occupancy of any of the Time-Share  Project violates
          or constitutes or will violate or constitute a  non-conforming  use or
          require a variance  under any private  covenant or  restriction or any
          zoning, use or similar law, ordinance or regulation  affecting the use
          or occupancy of such Time-Share Project.

               5.12. Eligible Instruments.  Each Instrument which is assigned to
          the Payment  Source  Trustee  pursuant to this  Agreement  and against
          which an Advance is requested or which is assigned in  satisfaction of
          Borrower's  obligations  under  paragraph  3.2  shall  be an  Eligible
          Instrument  at  the  time  of   assignment.   Borrower  or  Borrower's
          Affiliates  have  Performed  all of their  respective  obligations  to
          Purchasers, and there are no executory obligations to Purchasers to be
          Performed   by  Borrower   or   Borrower's   Affiliates,   except  for
          non-delinquent  and executory  obligations  disclosed to Purchasers in
          their Purchase Contracts.

               5.13 Assessments and Reserves. (a) CR Cabos, CR Cancun, CR Puerto
          Vallarta,  or Villa Vera as appropriate,  has authority to levy annual
          assessments  to cover  the  costs of  maintaining  and  operating  the
          Time-Share  Project with respect to the Time-Share Project to which it
          holds  the use  rights  under the  corresponding  Land  Trust;  (b) to
          Borrower's Knowledge, levied assessments will be adequate to cover the
          current costs of maintaining and operating each Time-Share Project and
          to  establish   and   maintain  a   reasonable   reserve  for  capital
          improvements  to  the  extent  and as  required  under  the  Operating
          Agreements  and  Time-Share  Program  Consumer  Documents;  and (c) to
          Borrower's  Knowledge,  there will be no events (other than inflation)
          which could give rise to a material increase in such costs, except for
          additions of subsequent  phases of a Time-Share  Project that will not
          materially increase assessments.

               5.14 Title to and Maintenance of Common Areas and Amenities.  (a)
          the Land  Trustee  will at all times own,  under the  applicable  Land
          Trust,  the  furnishings in the Units and all the common areas in each
          Time-Share  Project and other  amenities  which


                                       28

<PAGE>
          have been promised or  represented  as being  available to Purchasers,
          free  and  clear  of  liens  and  security  interests  except  for the
          Permitted  Encumbrances;  (b) no part of any Time-Share  Project is or
          will be subject to  partition by the owners of  Time-Share  Interests;
          and (c) all  access  roads and  utilities  and  off-site  improvements
          necessary  to the  use of  each  Time-Share  Project  will  have  been
          dedicated to and/or accepted by the responsible governmental authority
          or  utility  company  or are  owned by an  association  of  owners  of
          property in a larger planned development or developments of which such
          Time-Share  Project is a part.  Borrower is lawfully  seized of a good
          and marketable  title to the  Collateral.  The Collateral is free from
          liens,  claims,  restrictions  or  encumbrances,  except the Permitted
          Encumbrances.  Borrower does hereby  warrant and shall forever  defend
          the Collateral against the claims of all persons  whatsoever,  subject
          however to the Permitted Encumbrances.

               5.15  Master  Affiliation  Agreement.  The  Borrower  represents,
          warrants, acknowledges and agrees that the execution of the RCI Master
          Affiliation Agreement by Club Regina and Raintree Vacation, Affiliates
          of Borrower,  the execution of the Servicing  Agreement by Club Regina
          and certain of the Required  Guarantors  and the  execution of the RCI
          Outsourcing  Agreement by Club Regina, is a material  consideration to
          Lender for the making of the  Receivables  Loan and that Lender  would
          not have  made the  Receivables  Loan  but for the  execution  by Club
          Regina and Raintree Vacation of the RCI Master Affiliation  Agreement,
          the execution by Club Regina and certain of the Required Guarantors of
          the  Servicing  Agreement  and the execution by Club Regina of the RCI
          Outsourcing Agreement.

               5.16 Survival and Additional  Representations and Warranties. The
          representations  and  warranties  contained  in this  Article 5 are in
          addition  to,  and  not in  derogation  of,  the  representations  and
          warranties  contained  elsewhere in the Receivables Loan Documents and
          shall be deemed to be made and reaffirmed  prior to the making of each
          Advance.  All representations and warranties of the Borrower contained
          in this  Agreement  and the other  Receivables  Loan  Documents  shall
          survive the  execution,  delivery and  acceptance of this Agreement by
          the parties  hereto.  No termination of this Agreement shall affect or
          impair  the  powers,  obligations,  duties,  rights,  representations,
          warranties or liabilities of the Borrower,  all of which shall survive
          such termination.

          6.   BORROWER'S COVENANTS

               6.1. Borrower's Affirmative Covenants.


                    6.1.1.  Good Standing.  Borrower will maintain its existence
               as a limited liability  company duly organized,  validly existing
               and in good  standing  under the laws of the state of Nevada  and
               remain  authorized  to do business  and in good  standing in each
               jurisdiction  where at any time the  location  or  nature  of its
               properties  or  its  business   then  makes  such   qualification
               necessary.  Borrower will


                                       29

<PAGE>

               maintain full authority to Perform the  Obligations  and to carry
               on its business and own its property.

                    6.1.2.  Compliance  with  Legal  Requirements.  Borrower  or
               Borrower's  Affiliates  will comply or cause  compliance with all
               Legal Requirements in all material respects,  including,  without
               limitation,  all Legal  Requirements  of the  states in which the
               Time-Share  Projects  are  located  and  all  other  governmental
               jurisdictions in which the Time-Share  Projects are located or in
               which Time-Share Interests will be sold or offered for sale.

                    6.1.3. Insurance.  Borrower will pay or cause the payment of
               the  cost  of and  will  maintain  and  deliver  or  cause  to be
               maintained and delivered to Lender evidence of insurance policies
               required  by Lender  which  cover  such  risks,  are  written  by
               insurers and are in amounts and on forms satisfactory to Lender.

                    6.1.4. Reports.

                         6.1.4.1   Financial   Information.   During  the  Term,
                    Borrower  shall  be  required  to  furnish  or  cause  to be
                    furnished  to  Lender  the  following  financial  statements
                    prepared in reasonable  detail,  and certified as correct by
                    the  principal  financial  officer  of the  subject  of such
                    statement:  (a) within forty-five (45) days after the end of
                    each  fiscal  quarter,  a  statement  of profit and loss,  a
                    balance  sheet,  and a cash flow  statement as of the end of
                    such  quarter,  as to Borrower and the  Required  Guarantors
                    (prepared  on  a  consolidated  basis  and  translated  into
                    English), showing operating results for such quarter for the
                    period  from  the  beginning  of the  relevant  fiscal  year
                    through  the end of  such  quarter  and  for the  comparable
                    period of the preceding  fiscal year, if any; (b) within one
                    hundred twenty (120) days after the end of each fiscal year,
                    a statement of profit and loss,  a balance  sheet and a cash
                    flow  statement  as of the end of such year,  as to Borrower
                    and  the  Required  Guarantors,  and  as to  any  time-share
                    association (if any such time-share associations exist); and
                    (c) within five (5)  Business  Days  following  their filing
                    with the United States Securities and Exchange Commission, a
                    copy of the 10-K and 10-Q reports as filed by Raintree.  The
                    annual  financial  statements  of  the  Borrower  and  those
                    Required Guarantors  constituting  Mexican entities shall be
                    prepared  on a  consolidated  basis and  shall be  statutory
                    audited by a certified public  accounting firm acceptable to
                    Lender in accordance with Mexican GAAP. The annual financial
                    statements  of  Raintree  shall be  audited  by a  certified
                    public  accounting  firm  acceptable to Lender in accordance
                    with  GAAP.   The  annual   financial   statements  for  the
                    time-share   associations  affiliated  with  the  Time-Share
                    Projects (if any such time-share  associations  exist) shall
                    be statutory  audited by a certified public  accounting firm
                    acceptable  to  Lender  in  accordance  with  Mexican  GAAP.



                                       30

<PAGE>
                    Borrower's  and  Required   Guarantor's   annual   financial
                    statements shall be accompanied by a management  letter from
                    the  accountants  detailing any  deficiencies  in accounting
                    practices  and  commenting  on any other  accounting-related
                    matters.  Together with Borrower's and Required  Guarantors'
                    quarterly  financial   statements,   Borrower  and  Required
                    Guarantors  will deliver to Lender a certificate in the form
                    attached  hereto as Exhibit 6.1.4.1 signed by Borrower's and
                    Required Guarantors'  respective chief executive officer and
                    chief  financial  officer stating that there exists no Event
                    of Default  or  Incipient  Default  or, if any such Event of
                    Default or Incipient  Default exists,  specifying the nature
                    and period of its  existence  and what action  Borrower  and
                    Required Guarantors propose to take with respect to it. Such
                    certificate  shall state  specifically  that  Borrower is in
                    compliance with paragraphs 6.1.3, 6.1.5,  6.1.18,  6.2.2 and
                    6.2.3 of this  Agreement  and that Raintree is in compliance
                    with paragraph 3.2(e) of the Guaranty  executed by Raintree,
                    dealing with the  financial  covenants  binding on Raintree.
                    Borrower shall require that Raintree supply to Lender copies
                    of any compliance  certificates submitted by Raintree to the
                    holder of the Redeemable Senior Notes  concurrently with the
                    submission  of such  certificate  to such  holder(s) and any
                    notices  (other than notices of a routine  nature)  given by
                    the holder of the  Redeemable  Senior  Notes to  Raintree or
                    given by  Raintree  to the holder of the  Redeemable  Senior
                    Notes,   concurrently  with  such  giving  or  receipt.  For
                    purposes of this paragraph,  in the case of a partnership or
                    limited liability  company,  "chief executive officer" of an
                    entity  shall mean the  general  partner,  member or manager
                    having  primary  responsibility  for the  operations of such
                    entity;  and  "chief  financial  officer"  of such an entity
                    shall mean the  general  partner,  member or manager  having
                    primary responsibility for the finances of such entity.

                         6.1.4.2.  Litigation.  Borrower  will  promptly  notify
                    Lender if any action, litigation or other proceeding becomes
                    pending or, to Borrower's  Knowledge,  threatened before any
                    arbitration   tribunal,   court,   governmental   agency  or
                    administrative   body  against   Borrower  or  any  Required
                    Guarantor,  which  might  materially  adversely  affect  any
                    Time-Share   Project,   the  Collateral,   the  business  or
                    financial  condition of Borrower or any Required  Guarantor,
                    or the ability of Borrower to Perform the Obligations.

                         6.1.4.3.  Sales  Reports.  On or before  the  fifteenth
                    (15th) day after the end of each month,  Borrower will cause
                    to be furnished to Lender, a sales report showing the number
                    of  sales  and  closings  of  Time-Share  Interests  and the
                    aggregate  dollar amount  thereof,  including down payments,
                    during such month.



                                       31
<PAGE>
                         6.1.4.4.  Time-Share  Project  and  Sales  Information.
                    Borrower will cause to be delivered to Lender  current price
                    lists for Time-Share  Interests from time to time within ten
                    (10) Business  Days after receipt of a written  request from
                    Lender to do so.  Borrower  will  cause to be  delivered  to
                    Lender from time to time,  as available  and  promptly  upon
                    amendment   or    effective    date,    sales    literature,
                    registrations/consents to sell, and final subdivision public
                    reports/public  offering  statements/prospectuses.  Borrower
                    will  cause to be  delivered  to Lender  any  changes  which
                    Borrower's Affiliates propose or any other person having the
                    power to do so  proposes be made to the  Time-Share  Program
                    Consumer  Documents and/or the Time-Share  Program Governing
                    Documents  last   delivered  to  Lender,   together  with  a
                    description and explanation of the changes;  and other items
                    requested  by  Lender   which   relate  to  the   Time-Share
                    Interests.

                         6.1.4.5. Right to Inspect. Borrower will at its expense
                    cause  Borrower's   Affiliates  to  permit  Lender  and  its
                    representatives  at all  reasonable  times  to  inspect  any
                    Time-Share Project and to inspect, audit and copy Borrower's
                    books and records.

                         6.1.4.6.  Time-Share Association Budgets. Within thirty
                    (30) days after the end of each fiscal year,  Borrower  will
                    submit to Lender proposed  annual  maintenance and operating
                    budgets of each Time-Share Project, certified to be adequate
                    by the Borrower, and a statement of the annual assessment to
                    be levied upon the owners of Time-Share Interests.

                         6.1.4.7. Material Increases to Assessments. If Borrower
                    has  Knowledge or has reason to believe that an event (other
                    than  general  changes in the economy) has occurred or could
                    occur  which  could  give  rise to a  material  increase  in
                    assessments to cover the then current costs of operating any
                    Time-Share   Project  and  to   establish   and  maintain  a
                    reasonable   reserve  for  capital   improvements   to  such
                    Time-Share  Project, it will notify Lender of the occurrence
                    of such event.

                         6.1.4.8.  Indenture  Limitations.  Attached  hereto  as
                    Exhibit  6.1.4.8(A)  is  a  copy  of  Section  4.09  of  the
                    Indenture  setting  forth  restrictions  on the  ability  of
                    Raintree   and   those   of  its   Affiliates   constituting
                    "Restricted  Subsidiaries"  (as defined in the Indenture) to
                    incur Indebtedness. Concurrently with the delivery to Lender
                    of the quarterly  financial  statements  for Borrower (or at
                    such  more  frequent  times as  Lender  shall  request  upon
                    reasonable  advanced  written notice to Borrower),  Raintree
                    shall supply to Lender a certification  in the form attached
                    hereto as Exhibit 6.1.4.8(B)  reflecting the extent to which
                    Raintree


                                       32

<PAGE>
                    and  those  of  its  Affiliates   constituting   "Restricted
                    Subsidiaries"   are  in   compliance   with  the   borrowing
                    limitations set forth in the Indenture.

                         6.1.4.9.  Refinancing.  No later than five (5) Business
                    Days prior to the projected closing dates of any refinancing
                    by Borrower or any of its  Affiliates  of any  Indebtedness,
                    Borrower  shall  give,  or  cause  its  Affiliates  to give,
                    written  notice to Lender of such  contemplated  refinancing
                    and  supply  to Lender  such  information  as  Lender  shall
                    request with respect to the same.

                         6.1.4.10 Additional Information.  Borrower will deliver
                    to  Lender  the  reports  and  other  information   required
                    pursuant to paragraph  3.3, and Borrower will make available
                    such  further  information  as Lender  may from time to time
                    reasonably request.

                    6.1.5  Subordination  of  Indebtedness  Owing to Affiliates.
               Borrower  will  cause any and all  Indebtedness  (other  than the
               Mirror  Notes)  owing  by  it  to  its  shareholders,  directors,
               officers,  partners,  members or managers, as the case may be, to
               the Required  Guarantors,  or to the  relatives or  Affiliates of
               Borrower  or  any of  the  foregoing,  and  all  liens,  security
               interests and other charges on the assets of Borrower to be fully
               subordinated  in all  aspects  to  the  Obligations  pursuant  to
               written  agreements  satisfactory to Lender;  provided,  however,
               that if neither an Event of Default nor an Incipient Default then
               exists or will exist after giving  effect to such  payment,  such
               subordination  shall not extend to (i)  reasonable  salaries  and
               fees at normal and customary rates for services actually rendered
               so  long  as  the  payment  of  such  salaries  and  fees  is not
               prohibited or otherwise  limited pursuant to any provision of the
               Receivables Loan Documents and (ii) payments expressly  permitted
               pursuant to the terms of this Agreement. If this paragraph 6.1.5,
               or compliance  with this paragraph  6.1.5,  would cause or result
               in, or constitute a Default or an Event of Default,  in each case
               under and as defined in the Indenture,  then this paragraph 6.1.5
               shall be deemed  deleted,  or  modified  to such extent as may be
               necessary for this paragraph  6.1.5, or such  compliance,  as the
               case may be,  not to cause or result  in, or  constitute,  such a
               Default or Event of Default.

                    6.1.6. Payment of Taxes and Other Impositions. Borrower will
               file all tax  returns  and will pay or cause the  payment  of all
               taxes, if any, required to be filed by it or paid by it, together
               with  all real  estate  taxes  and  assessments  relating  to any
               Time-Share  Project or the  Collateral.  Borrower will provide to
               Lender,  not more than thirty (30) days after such taxes required
               to be paid pursuant to the preceding  sentence become delinquent,
               evidence  that all  taxes  required  to be paid  pursuant  to the
               preceding  sentence on the Units, each Time-Share  Project common
               areas and related amenities have been paid in full.



                                       33
<PAGE>
                    6.1.7.  Payment of  Impositions.  All payments to be made by
               Borrower under the  Receivables  Loan Documents  shall be free of
               expense to Lender with respect to the amount of any  Impositions,
               all of which Impositions  Borrower assumes and shall pay when due
               pursuant  to the laws of each of Mexico and the United  States of
               America,  and in all events prior to the date on which  penalties
               apply,  in addition  to the other  payments  provided  for in the
               Receivables   Loan  Documents  to  be  made  by  it.   Borrower's
               Obligation  to  pay  Impositions   shall  likewise   include  the
               Obligation to pay any increase to Lender in tax imposed by Mexico
               or the United States of America (or any political subdivisions of
               either)  as a result  of  inclusion  in  income  of Lender of any
               amount  required  by this  paragraph  6.1.7  to be paid to or for
               Lender.  In that regard,  but without  limiting the generality of
               the foregoing, the Basic Interest, the Default Rate and any other
               amounts  payable under the  Receivables  Loan  Documents on which
               Impositions  may be  imposed  shall be  "grossed  up" by any such
               Impositions  which  may be  imposed,  in the  way of  withholding
               payments or  otherwise,  so that after  taking  into  account the
               payment of such  Impositions,  Lender receives,  at the times and
               frequencies  required under the Receivables  Loan Documents,  the
               same  amount of  interest  and  other  amounts  as it would  have
               received had such  Impositions  not been imposed.  Borrower shall
               promptly make such withholding payments to the Mexican and United
               States of America taxing authorities,  shall obtain receipts from
               such authorities as to the making of such  withholding  payments,
               shall supply Lender with true and correct copies of such receipts
               within five (5) Business Days following receipt thereof and shall
               in all other  respects  comply  with all  applicable  Mexican and
               United  States of America tax laws with  respect to the making of
               such Imposition payments.

                    6.1.8. Further Assurance.  Borrower will execute or cause to
               be  executed  all  documents  and do or cause to be done all acts
               necessary  for Lender to perfect or evidence  and to continue the
               perfection  of the liens and  security  interest of Lender in the
               Collateral  or otherwise to effect the intent and purposes of the
               Receivables Loan Documents.

                    6.1.9.  Fulfillment of  Obligations to Purchasers.  Borrower
               will cause its Affiliates,  agents and independent contractors at
               all times to fulfill,  all their respective material  obligations
               to Purchasers.  Borrower will cause its Affiliates to Perform all
               of  their  material  obligations  under  the  Time-Share  Program
               Consumer   Documents  and  the   Time-Share   Program   Governing
               Documents.

                    6.1.10 Material Increases to Assessments.  Borrower (i) will
               (A) cause to be  discharged  all of its  Affiliates'  obligations
               under the Time-Share Program Governing Documents and (B) cause to
               be maintained a reasonable  reserve for capital  improvements  to
               the each  Time-Share  Project to the extent and as required under
               the  Operating   Agreements  and  Time-Share   Program   Consumer



                                       34
<PAGE>
               Documents;  and (ii) will  cause to be paid not less  often  than
               once every twelve (12)  months,  the  difference  between (A) the
               cumulative total amount of the maintenance and operating expenses
               incurred in the  operation  and  maintenance  of each  Time-Share
               Project,   together   with  a  reasonable   reserve  for  capital
               improvements  to the extent and as required  under the  Operating
               Agreements and Time-Share  Program  Consumer  Documents;  and the
               amount of any  installment of real property  taxes  currently due
               and payable with respect to each  Time-Share  Project and related
               amenities,  through the end of the calendar  month  preceding the
               month in which such payment is made and (B) the cumulative  total
               amount of  assessments  payable to that Affiliate of Borrower who
               owns the  applicable  Time-Share  Project,  by owners (other than
               such Affiliate) of Time-Share  Interests  therein through the end
               of the calendar  month  preceding the month in which such payment
               is made.

                    6.1.11.   Maintenance   of  Time-Share   Project  and  Other
               Property.  Borrower will cause to be maintained in good condition
               and repair all common areas in each Time-Share  Project and other
               on-site  amenities  which have been  promised or  represented  as
               being  available  to  Purchasers  and, to the extent  owned by an
               Affiliate of  Borrower,  all  portions of  improvements  in which
               Units  are  located  and are not  part of a  Time-Share  Project.
               Borrower  will cause to be  maintained  a  reasonable  reserve to
               assure compliance with the terms of the foregoing sentence.

                    6.1.12.  Maintenance  of  Larger  Tract.  To  the  extent  a
               particular   Time-Share  Project  is  part  of  a  larger  common
               ownership regime or planned  development or parts of buildings in
               which Units are located are not part of the  Time-Share  Project,
               Borrower will cause to be paid a commercially reasonable share of
               common  expenses  to be  allocated  to such  Time-Share  Project.
               Borrower will use  commercially  reasonable  efforts to cause all
               such  property  which is not part of a  Time-Share  Project to be
               professionally managed in a first class manner.

                    6.1.13. Collection of Receivables Collateral.  Borrower will
               undertake   the  diligent  and  timely   collection   of  amounts
               delinquent  under each Instrument  which  constitutes part of the
               Receivables  Collateral  and will bear the entire expense of such
               collection.  Lender shall have no  obligation  to  undertake  any
               action to collect under any Instrument.

                    6.1.14.  Notice of Lender's Interest.  Borrower will deliver
               under  its  letterhead   notice  of  Lender's   interest  in  the
               Receivables  Collateral to persons bound  thereby,  if requested,
               and will cause such notice to comply with applicable law.

                    6.1.15. Modification of Material Agreements.  Borrower shall
               maintain or cause to be  maintained  in full force and effect the
               following


                                       35

<PAGE>
               agreements  and  shall not  permit  the  making  of any  material
               modifications  to the same without the prior  written  consent of
               Lender:

                         (i) each of the Operating Agreements;

                         (ii) each of the Intercompany Affiliation Agreements;

                         (iii) the Administration Trust;

                         (iv) the RCI Master Affiliation Agreement;

                         (v) each of the RCI Existing Affiliation Agreements;

                         (vi) the RCI Outsourcing Agreements; and

                         (vii) the Receivables Purchase Agreement.

                    6.1.16. Post-Closing Matters. Within ten (10) days following
               the making of the first Advance, Borrower shall deliver to Lender
               an opinion in form and  substance  satisfactory  to Lender,  from
               counsel  satisfactory to Lender as to the  enforceability  of the
               Receivables  Loan Documents under New Jersey law.  Borrower shall
               furthermore  make and cause the  Required  Guarantor  to make any
               modifications  to the  Receivables  Loan  Documents  requested by
               Lender in order to enable counsel to render such opinion.  Within
               two (2) Business Days  following the making of the first Advance,
               Borrower   shall   deliver   to  Lender  an   amendment   to  the
               Administration  Trust,  encompassing  within  the  terms  of  the
               Administration  Trust,  the  matters  contained  in the Letter of
               Direction  delivered to the  Administration  Trustee  pursuant to
               paragraph   4.1.2.17  hereof  together  with  evidence  that  the
               agreements  described  on Exhibit C to the  Administration  Trust
               have  been  unconditionally  transferred  to  the  Administration
               Trustee to be held under the Administration Trust. Within two (2)
               Business Days following the making of the first Advance, Borrower
               will supply to Lender  evidence  satisfactory  to it that each of
               the Negative  Pledges have been delivered to the appropriate Land
               Trustees.  Within three (3) Business Days following the making of
               the first  Advance,  Borrower will deliver to Lender an insurance
               certificate,  in  form  and  substance  satisfactory  to  Lender,
               reflecting  each of Lender and RCI Mexico as additional  insureds
               on all relevant insurance policies held by Borrower or any of its
               Affiliates.

                    6.1.17.  Keeping and Marking of Records and Books.  Borrower
               will   maintain  and  implement   administrative   and  operating
               procedures (including, without limitation, an ability to recreate
               records evidencing the Receivables Collateral in the event of the
               destruction of the originals thereof),  and keep and maintain all
               documents,   books,  records  and  other  information  reasonably


                                       36
<PAGE>
               necessary  or advisable  for the  collection  of all  Receivables
               Collateral  (including,  without limitation,  records adequate to
               permit the immediate identification of new Receivables Collateral
               and all collections received on account of and any adjustments to
               any Receivables Collateral). Borrower will give the Lender notice
               of any  material  change  in  the  administrative  and  operating
               procedures referred to in the previous sentence.

                    6.1.18. Lender's Reliance. Borrower acknowledges that Lender
               is entering into the transactions  contemplated by this Agreement
               in reliance  upon  Borrower's  identity as a legal entity that is
               separate  from the  Originators  and from  Raintree and its other
               Affiliates.  Therefore,  from and after the date of execution and
               delivery of this  Agreement,  Borrower  shall take all reasonable
               steps including,  without  limitation,  all steps that the Lender
               may from time to time reasonably  request to maintain  Borrower's
               identity  as a separate  legal  entity and to make it manifest to
               third  parties  that  Borrower  is  an  entity  with  assets  and
               liabilities  distinct from those of the  Originators and Raintree
               and any of  their  Affiliates  and  not  just a  division  of the
               Originators or Raintree or its other Affiliates. Without limiting
               the  generality  of the  foregoing  and in  addition to the other
               covenants set forth herein, Borrower shall:

                         6.1.18.1.  Conduct its own business in its own name and
                    require that all  full-time  employees of Borrower,  if any,
                    identify  themselves  as such  and not as  employees  of the
                    Originators or Raintree or its other Affiliates  (including,
                    without  limitation,   by  means  of  providing  appropriate
                    employees with business or identification  cards identifying
                    such employees as Borrower's employees);

                         6.1.18.2.  Compensate  all employees,  consultants  and
                    agents directly, from Borrower's bank accounts, for services
                    provided  to  Borrower by such  employees,  consultants  and
                    agents and, to the extent any employee,  consultant or agent
                    of Borrower is also an employee,  consultant or agent of the
                    Originators  or Raintree or its other  Affiliates,  allocate
                    the  compensation  of such  employee,  consultant  or  agent
                    between  Borrower  and such other  entities on a basis which
                    reflects the services rendered;

                         6.1.18.3.  Clearly  identify its offices (by signage or
                    otherwise)  as its offices and, if such office is located in
                    the  offices of the  Originators  or  Raintree  or its other
                    Affiliates,  Borrower  shall  lease  such  office  at a fair
                    market rent;

                         6.1.18.4.  Have a separate telephone number, which will
                    be  answered  only in its  name,  and  separate  stationery,
                    invoices and checks in its own name;



                                       37

<PAGE>
                         6.1.18.5.    Conduct   all   transactions    with   the
                    Originators,  Raintree  and  its  other  Affiliates  and any
                    Guarantor  strictly on an arm's-length  basis,  allocate all
                    overhead expenses (including, without limitation,  telephone
                    and other utility charges) for items shared between Borrower
                    and the Originators, Raintree or its other Affiliates or any
                    Guarantor   on  the  basis  of  actual  use  to  the  extent
                    practicable  and,  to  the  extent  such  allocation  is not
                    practicable, on a basis reasonably related to actual use;

                         6.1.18.6.  At all times have at least one manager  (the
                    "Independent  Manager") who is not at such time, and has not
                    been at any time during the  preceding  five (5) years (A) a
                    director,  officer, employee or Affiliate of the Originators
                    or Raintree or any of their  subsidiaries or Affiliates,  or
                    (B) the  beneficial  owner of more than one percent  (1%) of
                    the  outstanding  common shares having general voting rights
                    of Raintree or any of its subsidiaries or Affiliates;

                         6.1.18.7.   Observe  all  limited   liability   company
                    formalities  as a  distinct  entity,  and  ensure  that  all
                    actions  relating  to  (A)  the  selection,  maintenance  or
                    replacement of the Independent  Manager, (B) the dissolution
                    or   liquidation  of  Borrower  or  (C)  the  initiation  or
                    participation   in,   acquiescence  in  or  consent  to  any
                    bankruptcy, insolvency, reorganization or similar proceeding
                    involving Borrower, are duly authorized by unanimous vote of
                    its Managers (including the Independent Manager);

                         6.1.18.8.   Maintain   Borrower's   books  and  records
                    separate from those of the  Originators and Raintree and its
                    other Affiliates and otherwise  readily  identifiable as its
                    own assets rather than assets of any of such other entities;

                         6.1.18.9.  Prepare its financial statements  separately
                    from those of the  Originators  and  Raintree  and its other
                    Affiliates  and  insure  that  any  consolidated   financial
                    statements  of the  Originators  or Raintree or any of their
                    Affiliates that include  Borrower have notes clearly stating
                    that Borrower is a separate  entity and that its assets will
                    be available first and foremost to satisfy the claims of the
                    creditors of Borrower;

                         6.1.18.10.  Except  as  herein  specifically  otherwise
                    provided,  not  commingle  funds or other assets of Borrower
                    with  those of the  Originators  or  Raintree  or its  other
                    Affiliates   and  not  maintain   bank   accounts  or  other
                    depository  accounts to which the Originators or Raintree or
                    any of its other Affiliates is an account party,  into which
                    any such entity makes deposits or from which any such entity


                                       38

<PAGE>
                    has the power to make withdrawals;

                         6.1.18.11.  Not permit the  Originators  or Raintree or
                    its  other  Affiliates  to pay any of  Borrower's  operating
                    expenses  (except pursuant to allocation  arrangements  that
                    comply with the requirements of this paragraph 6.1.18);  and

                         6.1.18.12.  Not  permit  Borrower  to  be  named  as an
                    insured on the insurance policy covering the property of the
                    Originators  or  Raintree or its other  Affiliates  or enter
                    into an agreement  with the holder of such policy whereby in
                    the  event  of a loss  in  connection  with  such  property,
                    proceeds are paid to Borrower.

                    6.1.19.  Business  Activities.  Borrower  shall  conduct all
               significant business activities solely within Mexico.

               6.2 Borrower's Negative Covenants.

                    6.2.1.  Change  in  Borrower's  Name or  Principal  Place of
               Business. Borrower will not change its name or move its principal
               place of business or chief executive  office except upon not less
               than sixty (60) days prior written notice to Lender.

                    6.2.2.   Nature  of  Business;   Other   Agreements;   Other
               Indebtedness.  Borrower  shall  not  engage  in any  business  or
               activity of any kind or enter into any  transaction or indenture,
               mortgage,   instrument,   agreement,  contract,  lease  or  other
               undertaking   other  than  the   transactions   contemplated  and
               authorized by this Agreement.  Without limiting the generality of
               the  foregoing,  Borrower  shall not  create,  incur,  guarantee,
               assume or suffer to exist any Indebtedness or other  liabilities,
               whether direct or  contingent,  other than (i) as a result of the
               endorsement of negotiable  instruments  for deposit or collection
               or similar transactions in the ordinary course of business,  (ii)
               the incurrence of  obligations  under this  Agreement,  (iii) the
               incurrence  of  operating  expenses  in the  ordinary  course  of
               business of the type otherwise contemplated in this Agreement and
               (iv) the incurrence of  indebtedness  in favor of the Originators
               is contemplated in the Receivables Purchase Agreement.

                    6.2.3 Restrictions on Liens or Transfers.  Borrower, without
               the prior written consent of Lender,  will not: (i) sell, convey,
               lease,  pledge,  hypothecate,  encumber or otherwise transfer any
               Collateral  other than in favor of the Lender as  contemplated by
               the Receivables  Loan  Documents;  (ii) permit or suffer to exist
               any  liens,  security  interests  or  other  encumbrances  on the
               Collateral,  except for the Permitted  Encumbrances and liens and
               security  interests  expressly


                                       39
<PAGE>
               granted to Lender; (iii) sell, convey, lease, transfer or dispose
               of all or substantially  all of its assets to another entity;  or
               (iv) Borrower is an  organization,  permit or suffer to exist any
               change in the legal or  beneficial  ownership  of Borrower or any
               person  controlling  Borrower  (whether  directly or  indirectly,
               through  one (1) or more  intermediaries)  or any  change  in the
               power to control it or any  person-controlling  Borrower (whether
               directly  or  indirectly,  through  one or more  intermediaries).
               Without  limiting  Lender's  right to withhold  its  approval for
               other reasons,  as a condition to approval of any lien,  security
               interest or other charge upon any of the  Collateral,  Lender may
               require that the third party  execute a  subordination  agreement
               satisfactory  to Lender and  provide  Quiet  Enjoyment  Rights to
               owners of Time-Share Interests.

                    6.2.4 No Sales Activities  Prior to Approval.  Borrower will
               cause its  Affiliates  not to permit  the sale of any  Time-Share
               Interest or permit the  offering of any  Time-Share  Interest for
               sale in any jurisdiction,  unless:  (i) Borrower has delivered to
               Lender  true  and  complete   copies  of  the  Minimum   Required
               Time-Share  Approvals  required  in  such  jurisdiction  for  the
               proposed  conduct and all other evidence  required by Lender that
               Borrower's  Affiliates have complied with all Legal  Requirements
               of such  jurisdiction  governing the proposed  conduct;  and (ii)
               Borrower has delivered to Lender the Time-Share  Program Consumer
               Documents and the Time-Share  Program  Governing  Documents which
               Borrower's  Affiliates  will be  using  in  connection  with  the
               subject  Time-Share  Project and the sale or offering for sale of
               Time-Share Interests in such jurisdiction and such documents have
               been approved by Lender, which approval shall not be unreasonably
               withheld.

                    6.2.5 No Modification of Receivables  Collateral or Payments
               by Borrower.  Borrower will not cancel or materially  modify,  or
               consent to or acquiesce in any material modification  (including,
               without  limitation,  any change in the interest  rate or amount,
               frequency  or number of payments)  to, or solicit the  prepayment
               of, any  Instrument  which  constitutes  part of the  Receivables
               Collateral; or waive the timely performance of the obligations of
               the  Purchaser  under any such  Instrument  or its  security;  or
               release the security for any such  Instrument.  Borrower will not
               pay or advance  directly  or  indirectly  for the  account of any
               Purchaser  any sum  required  to be  deposited  or  owing  by the
               Purchaser  either  under  any  Purchase  Contract  or  under  any
               Instrument which constitutes part of the Receivables Collateral.

                    6.2.6 No Modification of Time-Share Documents. Borrower will
               cause  its  Affiliates  not to cancel or  materially  modify,  or
               consent  to or  suffer  to exist  any  cancellation  or  material
               modification of any Time-Share  Program Consumer  Document or any
               Time-Share Program Governing Document.



                                       40
<PAGE>
                    6.2.7  Maintenance  of Larger Tract.  To the extent either a
               Time-Share Project is part of a larger common ownership regime or
               planned  development  or parts of  buildings  in which  Units are
               located are not part of a Time-Share Project, Borrower will cause
               its Affiliates not to permit common expenses to be allocated to a
               Time-Share Project in an unreasonably disproportionate manner.

                    6.2.8 Trust  Corpus.  Borrower will not remove or permit the
               removal   of  any   portion   of  the  trust   corpus   from  the
               Administration Trust without the prior written consent of Lender.

                    6.2.9 Articles of Organization.  Borrower will not amend its
               Articles of  Organization  in any respect  that would  impair its
               ability to comply with the terms of this  Agreement  or the other
               Receivables Loan Documents.

               6.3  Survival  of  Covenants.  The  covenants  contained  in this
          Article 6 are in addition to, and not in derogation  of, the covenants
          contained  elsewhere in the  Receivables  Loan  Documents and shall be
          deemed to be made and reaffirmed prior to the making of each Advance.

     7.   DEFAULT

               7.1 Events of Default.  The  occurrence  of any of the  following
          events or conditions  shall constitute an Event of Default by Borrower
          under the Receivables Loan Documents:

                    7.1.1 Failure of Lender to receive from Borrower within five
               (5) Business Days of the date when due and payable (i) any amount
               payable  under  the  Receivables  Loan  Note,  or (ii) any  other
               payment due under the Receivables Loan Documents,  except for the
               payment due at the  Receivables  Loan  Maturity Date for which no
               grace period is allowed;

                    7.1.2.  Any  representation  or warranty  which is made by a
               person other than Lender and is contained in the Receivables Loan
               Documents  or in any  certificate  furnished  to Lender under the
               Receivables  Loan Documents by or on behalf of Borrower proves to
               be, in any material  adverse  respect,  false or misleading as of
               the date deemed made;

                    7.1.3. A default in the  Performance of the  Obligations set
               forth in paragraph 3.2, 6.1.3,  6.1.5,  6.1.15,  6.1.16,  6.1.18,
               6.2.2,  6.2.3.1,  6.2.3(i) or 6.2.3(iv) or in the  Performance of
               the  covenant  set  forth in  paragraph  3.2(e)  of the  Guaranty
               executed by Raintree;


                                       41
<PAGE>

                    7.1.4 A default in the  Performance of the  Obligations or a
               violation of any term,  covenant or provision of the  Receivables
               Loan  Documents  (other than a default or  violation  referred to
               elsewhere in this paragraph 7.1) which  continues  unremedied (i)
               for a period of thirty (30) days after  notice of such default or
               violation to Borrower in the case of a default under or violation
               of paragraph  6.2.3(ii) or any default or violation  which can be
               cured  by the  payment  of money  alone  or (ii) for a period  of
               thirty  (30) days  after  notice to  Borrower  in the case of any
               other default or  violation;  provided,  however,  that the grace
               period  contained  in this  clause  (ii) may be  extended  for an
               additional  thirty  (30)  days in the  event  Borrower  is making
               diligent and good faith  efforts to remedy or cure the default or
               violation at hand;

                    7.1.5.  An "Event of Default" as defined in any of the other
               Receivables   Loan   Documents  or  an  event  occurs  under  the
               Receivables  Loan  Documents,  whether or not  denominated  as an
               Event of Default, which expressly entitles Lender to exercise its
               remedies thereunder;

                    7.1.6.  Any  final,  non-appealable  judgment  or decree for
               money damages or for a fine or penalty against  Borrower which is
               not paid  and  discharged  or  stayed  within  thirty  (30)  days
               thereafter  and when  aggregated  with all other  judgment(s)  or
               decree(s) that have remained  unpaid and  undischarged or are not
               stayed  for  such  period,  such  amount  is in  excess  of Fifty
               Thousand Dollars ($50,000);

                    7.1.7.  Notwithstanding  the fact that the mere  presence of
               such lien or security  interest would constitute a separate Event
               of Default,  any party holding a lien on or security  interest in
               any Collateral owned by it commences  foreclosure or similar sale
               thereof;

                    7.1.8. A material adverse change in any Time-Share  Project,
               the  Collateral  or  the  business  or  financial   condition  of
               Borrower,  which change is not  enumerated in this paragraph 7.1,
               as the result of which Lender in good faith deems the prospect of
               Performance  of  the  Obligations   impaired  or  the  Collateral
               imperiled;

                    7.1.9.  Borrower shall (i) generally not be paying its debts
               as they become due,  (ii) file, or consent by answer or otherwise
               to  the  filing   against  it  of,  a  petition   for  relief  or
               reorganization,  arrangement or liquidation or any other petition
               in bankruptcy or  insolvency  under the laws of any  jurisdiction
               including,  without limitation,  the commencement of a bankruptcy
               (quiebra),   insolvency  (concurso)  or  similar  proceedings  in
               accordance  with the Mexican  Mercantile  Insolvency  Law (Ley de
               Concursos Mercantiles),  (iii) make an assignment for the benefit
               of its creditors, (iv) consent to the appointment of a custodian,
               receiver, trustee or other officer with similar powers for itself
               or any  substantial  part  of its


                                       42
<PAGE>
               property, (v) be adjudicated insolvent, (vi) dissolve or commence
               to wind-up its affairs,  or (vii) take any action for purposes of
               the  foregoing;  or a  petition  for  relief  or  reorganization,
               arrangement or liquidation or any other petition in bankruptcy or
               insolvency or the  appointment  of a custodian  under the laws of
               any  jurisdiction is filed against any Borrower or a custodian is
               appointed for any Borrower,  the  Collateral or any material part
               of any Borrower's  property and such  proceeding is not dismissed
               and appointment vacated within sixty (60) days thereafter;

                    7.1.10 Any of the events  enumerated  in  paragraphs  7.1.6,
               7.1.8,  or 7.1.9  occurs with  respect to any general  partner or
               manager of  Borrower,  if  Borrower is a  partnership  or limited
               liability company, any Required Guarantor or other surety for the
               Performance of the Obligations;

                    7.1.11 Any default,  which  continues  beyond any applicable
               cure period,  by any Required  Guarantor under (i) the Redeemable
               Senior Notes or under the document  and  instruments  executed in
               connection  therewith,   (ii)  the  Mirror  Notes  or  under  the
               documents and instruments  executed in connection  therewith,  or
               (iii) any other  agreement  evidencing,  guaranteeing or securing
               borrowed money or a receivables  purchase financing  involving an
               obligation in excess of Fifty Thousand Dollars  ($50,000) to make
               a payment of principal or interest or to repurchase  receivables;
               or  any  other  material   default  by  any  Required   Guarantor
               permitting the  acceleration  of any of the payment or repurchase
               obligations of such Required  Guarantor  which,  if  accelerated,
               will be in  excess of Fifty  Thousand  Dollars  ($50,000)  in the
               aggregate;

                    7.1.12  If by or under  the  authority  of any  governmental
               authority the management of Borrower or any Required Guarantor or
               its  respective  business is  curtailed to the point of making it
               effectively   inoperative  by  any  seizure  or  intervention  or
               proceedings of any nature;

                    7.1.13 If any of the Time-Share Projects are appropriated or
               possession thereof is lost by the Affiliate of Borrower currently
               owning the same;

                    7.1.14 If for any reason any Mexican  authorities  close any
               Time-Share  Project  or enjoin  the  further  sale of  Time-Share
               Interests  therein and such  condition  continues for a period of
               thirty (30) days;

                    7.1.15  Failure of Lender to receive from  Borrower,  within
               thirty (30) days of the date Borrower knows of such event, notice
               of any event which renders any  representation or warranty in any
               Receivables Loan Documents false in any material, adverse respect
               were it made after the occurrence of such condition;


                                       43
<PAGE>
                    7.1.16 A default which continues  beyond the applicable cure
               periods  by any party  other  than  Lender,  RCI  Mexico or their
               Affiliates,  under the RCI Master Affiliation Agreement,  the RCI
               Existing Affiliation Agreements, the RCI Outsourcing Agreement or
               the Servicing Agreement.

                    7.1.17 Any default which  continues  beyond  applicable cure
               periods, by any party under the Administration Trust Agreement or
               the Intercompany Affiliation Agreement; or

                    7.1.18 Any default,  which  continues  beyond the applicable
               cure  periods,  by any  Affiliate  of  Borrower  under any of the
               Operating Agreements.

               7.2 Remedies.  At any time after an Event of Default has occurred
          and while it is  continuing,  Lender may but  without  obligation,  in
          addition to the rights and powers granted elsewhere in the Receivables
          Loan  Documents and not in limitation  thereof,  do any one or more of
          the following:

                    7.2.1 Cease to make further Advances;

                    7.2.2 Declare the  Receivables  Loan Note and all other sums
               owing by Borrower to Lender in  connection  with the  Receivables
               Loan,  immediately due and payable  without notice,  presentment,
               demand or protest, which are hereby waived by Borrower;

                    7.2.3 With respect to the Receivables Collateral,  (i) after
               any  applicable  delinquency  on a Purchase  Contract,  institute
               collection,  foreclosure  and other  enforcement  actions against
               Purchasers  and  other  persons   obligated  on  the  Receivables
               Collateral,  (ii) enter  into  modification  agreements  and make
               extension   agreements   with   respect  to  payments  and  other
               performances,  (iii) release  persons  liable for  performance on
               behalf of the Borrower or its respective  Affiliates,  settle and
               compromise  disputes  with respect to payments  and  performances
               claimed due, all without notice to Borrower, without being called
               to account  therefor by Borrower and without  relieving  Borrower
               from Performance of the Obligations,  and (iv) receive,  collect,
               open and read all mail of Borrower  for the purpose of  obtaining
               all items pertaining to the Receivables Collateral;

                    7.2.4 Proceed to protect and enforce its rights and remedies
               under  the  Receivables   Loan  Documents  and  to  foreclose  or
               otherwise  realize upon its security for the  Performance  of the
               Obligations,  or  to  exercise  any  other  rights  and  remedies
               available to it at law, in equity or by statute;

                    7.2.5 Without notice to Borrower,  have a receiver appointed
               for Borrower and/or its property; and


                                       44
<PAGE>

                    7.2.6 Exercise any and all other remedies of a secured party
               with respect to the Collateral.

               7.3   Application  of  Proceeds   During  an  Event  of  Default.
          Notwithstanding  anything in the  Receivables  Loan  Documents  to the
          contrary,  while an Event of Default  exists,  any cash  received  and
          retained by Lender in connection with the  Receivables  Collateral may
          be applied to payment of the  Obligations  in the manner  provided  in
          paragraph 7.5.

               7.4  Remedies;   Sale;   Assembly  of   Receivables   Collateral.

                    7.4.1 Sale of Receivables Collateral.  Lender shall have all
               of the rights and remedies  accorded to a Secured Party at equity
               or law. Any sale of the  Receivables  Loan  Collateral may be for
               cash or, unless prohibited by applicable law, upon such credit or
               installment as Lender may  determine.  Borrower shall be credited
               with the net  proceeds of such sale only when such  proceeds  are
               actually  received by Lender in good current  funds.  Despite the
               consummation  of any such sale,  Borrower shall remain liable for
               any  deficiency  on the  Obligations  which  remains  outstanding
               following  such sale.  All net proceeds  recovered  pursuant to a
               sale  shall be  applied  in  accordance  with the  provisions  of
               paragraph 7.5.

                    7.4.2 Lender's Right to Execute Conveyances.  Lender may, in
               the name of  Borrower  or in its own name,  make and  execute all
               conveyances,  assignments and transfers of the Collateral sold in
               connection with the exercise of Lender's rights and remedies; and
               Lender is hereby appointed  Borrower's  attorney-in-fact for this
               purpose.

                    7.4.3 Obligation to Assemble  Receivables  Collateral.  Upon
               request of Lender when an Event of Default exists, Borrower shall
               assemble the Collateral and make it available to Lender at a time
               and place designated by Lender,  if it is not already in Lender's
               or the Payment Source Trustee's possession.

                    7.4.4  Registration.  Borrower recognizes that United States
               or Mexican registration of certain of the Receivables  Collateral
               or other  Collateral  under the United States or Mexican  federal
               and  state  securities  laws may be  impractical  because  of the
               expenses or delays involved in the registration  process and that
               in the  absence  of such  registration,  Lender  may be unable to
               effect a public sale of all or a part of the Collateral,  but may
               be  compelled  to  resort  to  one or  more  private  sales  to a
               restricted  group of  purchasers  who will be  obliged  to agree,
               among other  things,  to acquire  such  Collateral  for their own
               account,  for investment and not with a view to the  distribution
               or resale thereof. Borrower agrees that private sales so made may
               be at prices and other terms less favorable to the seller than if
               such Collateral were sold at public sales, and that Lender has no
               obligation to delay sale of any such  Collateral  for a period of
               time  necessary to


                                       45
<PAGE>
               permit such Collateral to be registered for public sale under the
               Securities Act of 1933, as amended,  and any applicable  Blue Sky
               or other Mexican or United States state securities laws. Borrower
               agrees that sales made under the  foregoing  circumstances  shall
               not be deemed to have  been made in a  commercially  unreasonable
               manner  by  virtue  of any terms  less  favorable  to the  seller
               resulting from the private nature of such sales.

               7.5  Application of Proceeds.  The proceeds of any sale of all or
          any part of the  Collateral  made in  connection  with the exercise of
          Lender's  rights and remedies shall be applied in the following  order
          of priorities; first, to the payment of all costs and expenses of such
          sale,  including  without  limitation,  compensation to Lender and its
          agents,  attorneys'  fees,  and all other  expenses,  liabilities  and
          advances  incurred  or made by Lender,  its agents and  attorneys,  in
          connection  with such sale,  and any other  unreimbursed  expenses for
          which  Lender  may be  reimbursed  pursuant  to the  Receivables  Loan
          Documents;  second, to the payment of all late charges required by the
          Receivables  Loan Documents to be paid by Borrower,  in such order and
          manner as Lender  shall in its  discretion  determine;  third,  to the
          payment of the  Obligations,  in such order and manner as Lender shall
          in its  discretion  determine,  with no amounts  applied to payment of
          principal  until all  interest  has been  paid,  fourth,  to the other
          Obligations  in such  order and manner as Lender  may  determine;  and
          last, to the payment to Borrower,  its  successors  or assigns,  or to
          whosoever may be lawfully  entitled to receive the same, or as a court
          of competent  jurisdiction  may direct,  of any surplus then remaining
          from such proceeds.

               7.6  Lender's  Right to Perform.  Lender may, at its option,  and
          without any  obligation  to do so, pay,  perform and discharge any and
          all obligations agreed to be paid or Performed in the Receivables Loan
          Documents  by  Borrower  or any  surety  for  the  Performance  of the
          Obligations  if (a) such person fails to do so and (b) (i) an Event of
          Default  exists and at least five (5)  Business  Day's notice has been
          given to such person of Lender's  intention to take such action,  (ii)
          the action taken by Lender  involves  obtaining  insurance  which such
          person has failed to maintain in accordance with the Receivables  Loan
          Documents or to deliver evidence  thereof,  or (iii) in the opinion of
          Lender,  such action must be taken  because an emergency  exists or to
          preserve any of the Collateral or its value.  For such purposes Lender
          may use the proceeds of the Collateral. All amounts expended by Lender
          in so doing or in exercising its remedies under the  Receivables  Loan
          Documents  following  an Event of  Default  shall  become  part of the
          Obligations,  shall be  immediately  due and  payable by  Borrower  to
          Lender upon demand,  and shall bear  interest at the Default Rate from
          the dates of such expenditures until paid.

               7.7  Non-Exclusive  Remedies.  No remedy in any Receivables  Loan
          Document  conferred  on  or  reserved  to  Lender  is  intended  to be
          exclusive  of any other  remedy or  remedies,  but each and every such
          remedy  shall be  cumulative  and shall be in  addition to every other
          remedy given under any  Receivables  Loan Document or now or hereafter
          existing at law or in equity.  No delay or  omission  to exercise  any
          right or power shall be construed to be a waiver of or acquiescence to
          any  default  or a waiver of any


                                       47
<PAGE>
          right or power;  and every such right and power may be exercised  from
          time to time and as often as may be deemed expedient.

               7.8 Waiver of Marshalling.  Borrower,  for itself and for all who
          may claim  through or under it, hereby  expressly  waives and releases
          all  right to have  the  Collateral,  or any  part of the  Collateral,
          marshalled on any foreclosure,  sale or other  enforcement of Lender's
          rights and remedies.

               7.9  Attorney-in-Fact.  For the purpose of exercising  its rights
          and  remedies  under  paragraphs  7.2.3 and 7.6,  Lender  may do so in
          Borrower's  name or its name and is  hereby  appointed  as  Borrower's
          attorney-in-fact to take any and all actions in Borrower's name and/or
          on Borrower's  behalf as Lender may deem  necessary or  appropriate in
          its discretion in the accomplishment of such purposes.

               7.10  Judgment  Currency.  If, for the  purpose of  obtaining  or
          enforcing  judgment against Borrower or any Required  Guarantor in any
          court in any  jurisdiction,  it becomes  necessary to convert into any
          other currency (such other currency being  hereinafter  referred to as
          the   "Judgment   Currency")  an  amount  due  in  Dollars  under  the
          Receivables  Loan  Documents,  the  conversion  shall  be  made at the
          Official  Exchange Rate on the Business Day immediately  preceding (i)
          the date of  actual  payment  of the  amount  due,  in the case of the
          courts of any  jurisdiction  that will give effect to such  conversion
          being made on such  date,  or (ii) the date on which the  judgment  is
          given,  in the case of any proceeding in a court which will not permit
          the  conversion  to be  made  on  the  date  of  actual  payment  (the
          applicable  date as of which such  conversion is made pursuant to this
          clause (ii) being hereinafter  referred to as the "Judgment Conversion
          Date").  If, in the case of any  proceeding  in a court which will not
          permit the conversion to be made on the date of actual payment,  there
          is a change in the  Official  Exchange  Rate  between the Business Day
          immediately  preceding  each of the Judgment  Conversion  Date and the
          date of actual  receipt  of the amount  due in  immediately  available
          funds, Borrower or a Required Guarantor, as the case may be, shall pay
          such additional  amount (if any, but in any event not a lesser amount)
          as may be necessary to ensure that the amount actually received in the
          Judgment Currency, when converted at the Official Exchange Rate on the
          Business Day  immediately  prior to the date of payment,  will produce
          the amount of Dollars, which could have been purchased with the amount
          of the Judgment  Currency at the Official  Exchange  Rate in effect on
          the Business Day prior to the Judgment Conversion Date.

     8.   COSTS AND EXPENSES; INDEMNIFICATION

               8.1 Costs and  Expenses.  Borrower will pay on demand any and all
          costs  and  expenses   incurred  by  Lender  in  connection  with  the
          initiation,  documentation  and closing of the  Receivables  Loan, the
          making  of  Advances,  the  protection  of  the  Collateral,   or  the
          enforcement of the Obligations  against Borrower,  including,  without
          limitation,  all due diligence costs and expenses due and owing to all
          persons and entities


                                       47
<PAGE>
          performing  due diligence in  connection  with the  Receivables  Loan,
          including  Deloitte  Touche  and  Bank  of  America,  all  attorneys',
          inspecting  architect's/engineer's,   trustee's,  notary's  and  other
          professionals'  fees  (including,  without  limitation,  out-of-pocket
          expenses and normal charges of such attorneys' and other professionals
          for photocopy, telecopy and computer services, and clerical overtime),
          consumer credit reports, and revenue,  documentary stamp, transaction,
          transfer and intangible taxes.  Without limiting the generality of the
          foregoing,  if a  bankruptcy  proceeding  is  commenced  by or against
          Borrower or otherwise  involving the Collateral,  Lender shall, to the
          extent not already  provided for herein,  be entitled to recover,  and
          Borrower shall be obligated to pay, Lender's attorneys' fees and costs
          incurred in connection with: any determination of the applicability of
          the bankruptcy laws to the terms of the Receivables  Loan Documents or
          Lender's  rights  thereunder;  any  attempt  by Lender to  enforce  or
          preserve its rights under the bankruptcy  laws or to prevent  Borrower
          or any other person from seeking to deny Lender its rights thereunder;
          any  effort by Lender to  protect,  preserve  or  enforce  its  rights
          against the Collateral,  or seeking  authority to modify the automatic
          stay of 11  U.S.C.  Section  362 and the  comparable  provision  under
          Mexican  bankruptcy  law  or  otherwise  seeking  to  engage  in  such
          protection,  preservation or enforcement; or any proceeding(s) arising
          under the  bankruptcy  laws,  or arising in or related to a case under
          the bankruptcy  laws.  Borrower agrees to cause the timely payment and
          reimbursement  to the Land Trustee for all of the Land Trustee's fees,
          costs,  expenses and other amounts incurred by or due and owing to the
          Land  Trustee  under or in  connection  with the  Land  Trusts  in the
          performance  by the Land  Trustee of the services  contemplated  to be
          performed by it under the Land Trusts.  Borrower  agrees to timely pay
          and  reimburse or cause the timely  payment and  reimbursement  to the
          Administration  Trustee for all of the Administration  Trustee's fees,
          costs,  expenses and other amounts incurred by or due and owing to the
          Administration  Trustee under or in connection with the Administration
          Trust in the performance by the Administration Trustee of the services
          contemplated  to be  performed by it under the  Administration  Trust.
          Borrower  agrees to timely  pay and  reimburse  or to cause the timely
          payment and reimbursement to the Payment Source Trustee for all of the
          Payment  Source  Trustee's  fees,  costs,  expenses and other  amounts
          incurred by or due and owing to the Payment Source Trustee under or in
          connection  with the Payment  Source Trust in the  performance  by the
          Payment Source Trustee of the services contemplated to be performed by
          it under the Payment Source Trust.

               8.2  Indemnification.  Borrower  will  INDEMNIFY,  PROTECT,  HOLD
          HARMLESS, and defend Lender, Lender's Affiliates, RCI Mexico and their
          respective successors,  assigns and shareholders  (including corporate
          shareholders),  directors, officers, employees, servants and agents of
          the foregoing (all of whom are made third party  beneficiaries  of the
          provisions of this paragraph),  for, from and against: (a) any and all
          liabilities,  damages,  penalties, or fines, losses, costs or expenses
          (including,  without  limitation,  court costs and  attorneys'  fees),
          claims,  demands,  suits,  proceedings  (whether  civil or  criminal),
          orders,  judgments,  penalties,  fines and other sanctions  whatsoever
          asserted against it and arising from or brought in connection with any
          Time-Share Project,  the Collateral,  Lender's status by virtue of the
          Receivables Loan Documents,


                                       48

<PAGE>
          creation of liens and security interests, the terms of the Receivables
          Loan  Documents  or the  transactions  related  thereto,  a breach  of
          Borrower's  obligations  under paragraph 6.1.7, any assertion or claim
          that Lender is required to withhold any tax due on the proceeds of any
          Instrument  or  Receivables  Collateral,  or any  act or  omission  of
          Borrower, the Servicing Agent, the Administration Trustee, the Payment
          Source Trustee or the Land Trustee,  or their respective  employees or
          agents,  whether  actual or alleged  unless  such act or  omission  is
          caused by Lender's gross negligence or willful misconduct; and (b) any
          and all  brokers'  commissions  or  finders'  fees or  other  costs of
          similar type by any party in connection with the Receivables  Loan. On
          written  request  by a person  or other  entity  covered  by the above
          agreement of indemnity,  Borrower will undertake,  at its own cost and
          expense, on behalf of such indemnitee,  using counsel  satisfactory to
          the indemnitee, the defense of any legal action or proceeding to which
          such person or entity shall be a party.  However,  at an  indemnitee's
          option,  such  indemnitee  may, at  Borrower's  expense,  prosecute or
          defend any action within the scope of the indemnification contained in
          this  paragraph  8.2. No  termination  of this  Agreement or the other
          Receivables Loan Documents shall affect or impair the  indemnification
          provisions  contained in this  paragraph  8.2 and all such  provisions
          shall survive such termination.

     9.   CONSTRUCTION AND GENERAL TERMS

               9.1 Payment  Location and Currency.  All monetary amounts for all
          purposes  hereunder  shall be  denominated  in  Dollars.  All  amounts
          payable under the  Receivables  Loan Documents shall be payable solely
          in Dollars at the Official Exchange Rate in effect on the Business Day
          immediately  prior to the date of  Lender's  receipt,  in  immediately
          available  funds, of Pesos.  All amounts payable under the Receivables
          Loan Document  shall be deposited into Lender's bank account set forth
          in the attached Exhibit 9.1 or such other account as Lender shall from
          time to time indicate by written notice to Borrower.

               9.2 Entire Agreement.  The Receivables Loan Documents exclusively
          and completely state the rights and obligations of Lender and Borrower
          with respect to the  Receivables  Loan.  No  modification,  variation,
          termination, discharge, abandonment or waiver of any of the provisions
          or conditions of the Receivables  Loan Documents shall be valid unless
          in writing and signed by a duly authorized representative of the party
          sought to be bound by such  action.  The  Receivables  Loan  Documents
          supersede  any  and  all  prior  representations,   warranties  and/or
          inducements,  written or oral, heretofore made by Lender, Borrower and
          the Required  Guarantors  concerning this  transaction,  including any
          commitment for financing.

               9.3 Powers Coupled with an Interest. The powers and agency hereby
          granted by Borrower are coupled  with an interest and are  irrevocable
          until  the  Obligations  have  been  paid in full and are  granted  as
          cumulative to Lender's other  remedies for collection and  enforcement
          of the Obligations.


                                       49
<PAGE>
               9.4  Counterparts;  Facsimile  Signatures.  Any Receivables  Loan
          Document may be executed in  counterpart,  and any number of copies of
          such Receivables Loan Document which have been executed by all parties
          shall constitute one (1) original. Delivery of an executed counterpart
          of any Receivables Loan Document by telefacsimile  shall be equally as
          effective  as  delivery  of a manually  executed  counterpart  of such
          Receivables   Loan   Document.   Any  party   delivering  an  executed
          counterpart of any Receivables  Loan Document by  telefacsimile  shall
          also deliver a manually executed  counterpart of such Receivables Loan
          Document,  but the failure to deliver a manually executed  counterpart
          shall not affect the validity,  enforceability,  and binding effect of
          such Receivables Loan Document.

               9.5  Notices.  All  notices,  requests  or  demands  required  or
          permitted to be given under the Receivables Loan Documents shall be in
          writing, and shall be deemed effective (a) upon hand delivery, if hand
          delivered,  or (b) two (2) Business  Days after such are deposited for
          delivery via Federal Express or other nationally  recognized overnight
          courier service, addressed as shown below, or to such other address as
          the party being notified may have  designated in a notice given to the
          other party. Written notice may be given by telecopy to the telecopier
          number  shown  below or to such other  telecopier  number as the party
          being  notified  may have  designated  in a notice  given to the other
          party,  which  notice  shall be  effective  on the day of  receipt  if
          received  during the  recipient's  normal business hours on the day of
          receipt or  otherwise on the next  Business  Day;  provided  that such
          notice  shall not be deemed  effective  unless not later than the next
          Business Day, a copy of such notice is hand delivered or deposited for
          delivery via courier in  accordance  with the  requirements  set forth
          above.  The notice  addresses  and  telecopy  numbers for Borrower and
          Lender  are set  forth at the end of this  Agreement  following  their
          respective signatures.

               9.6 Successors and Assigns. All the covenants of Borrower and all
          the rights and  remedies of the Lender  contained  in the  Receivables
          Loan Documents shall bind Borrower,  and,  subject to the restrictions
          on merger,  consolidation and assignment  contained in the Receivables
          Loan  Documents,  its successors  and assigns,  and shall inure to the
          benefit of Lender, its successors and assigns, whether so expressed or
          not.  Borrower  may not  assign  its  rights in the  Receivables  Loan
          Documents in whole or in part. Except as may be expressly  provided in
          a Receivables Loan Document, no person or other entity shall be deemed
          a third party  beneficiary  of any provision of the  Receivables  Loan
          Documents.

               9.7  Severability.  If  any  provision  of any  Receivables  Loan
          Document is held to be invalid, illegal or unenforceable under present
          or future  laws,  the  legality,  validity and  enforceability  of the
          remaining  provisions of the  Receivables  Loan Documents shall not in
          any way be affected or impaired thereby. In lieu of each such illegal,
          invalid  or  unenforceable  provision,  there  shall  be  added to the
          Receivables Loan Document  affected,  a provision that is legal, valid
          and enforceable  and as similar in terms to such illegal,  invalid and
          unenforceable provision as may be possible.



                                       50
<PAGE>
               9.8 Time of Essence. Time is of the essence in the Performance of
          the Obligations.


               9.9 Miscellaneous. All headings are inserted for convenience only
          and  shall  not  affect  any  construction  or  interpretation  of the
          Receivables Loan Documents. Unless otherwise indicated, all references
          in a Receivables Loan Document to clauses and other subdivisions refer
          to the corresponding paragraphs, clauses and other subdivisions of the
          Receivables  Loan Document;  the words "herein,"  "hereof,"  "hereto,"
          "hereunder" and words of similar import refer to the Receivables  Loan
          Document  as a whole and not to any  particular  paragraph,  clause or
          other subdivision; and reference to a numbered or lettered subdivision
          of an Article or paragraph  shall include  relevant  matter within the
          Article  or  paragraph  which is  applicable  to but not  within  such
          numbered or lettered subdivision.  All Schedules and Exhibits referred
          to in this Agreement are  incorporated  in this Agreement by reference
          as if set  forth at length  herein.  Whenever  the words  "including",
          "include",  or "includes" are used in the Receivables  Loan Documents,
          they  shall be  interpreted  in a  non-exclusive  manner as though the
          words, "without limitation," immediately followed the same.

               9.10  CHOICE  OF LAW.  EXCEPT  AS  OTHERWISE  EXPRESSLY  PROVIDED
          THEREIN,  THE  RECEIVABLES  LOAN DOCUMENTS AND THE RIGHTS,  DUTIES AND
          OBLIGATIONS OF THE PARTIES THERETO SHALL, BE GOVERNED BY AND CONSTRUED
          IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE  STATE  OF NEW  JERSEY
          (WITHOUT  REGARD TO CONFLICTS OF LAWS  PRINCIPLES  THAT WOULD CALL FOR
          THE  APPLICATION  OF THE LAWS OF ANY  OTHER  JURISDICTION)  AND TO THE
          EXTENT THEY  PREEMPT  THE LAWS OF SUCH  STATE,  THE LAWS OF THE UNITED
          STATES; PROVIDED, HOWEVER, THAT THE LAWS OF MEXICO SHALL GOVERN TO THE
          EXTENT NECESSARY WITH RESPECT TO THE CREATION AND ENFORCEMENT OF LIENS
          AND OTHER SECURITY INTERESTS ON COLLATERAL CONTAINED WITHIN MEXICO AND
          FURTHER  PROVIDED  THAT THE LAWS OF MEXICO  SHALL  GOVERN ALL  MATTERS
          PERTAINING  TO THE  RECEIVABLES  PURCHASE  AGREEMENT  AND THE  SALE OF
          RECEIVABLES FROM THE ORIGINATORS TO THE BORROWER.

               9.11 CHOICE OF  JURISDICTION;  WAIVER OF VENUE.  EACH OF BORROWER
          AND LENDER:  (A) HEREBY  IRREVOCABLY  SUBMITS  ITSELF TO THE  PROCESS,
          JURISDICTION  AND  VENUE OF THE  COURTS  OF THE  STATE OF NEW  JERSEY,
          MORRIS  COUNTY,  AND TO THE  PROCESS,  JURISDICTION,  AND VENUE OF THE
          NEWARK  DIVISION OF THE UNITED STATES  DISTRICT COURT FOR THE DISTRICT
          OF NEW JERSEY,  FOR THE PURPOSES OF SUIT,  ACTION OR OTHER PROCEEDINGS
          ARISING  OUT OF OR RELATING TO ANY  RECEIVABLES  LOAN  DOCUMENT OR THE
          SUBJECT MATTER THEREOF; AND (B) WITHOUT LIMITING THE GENERALITY OF THE
          FOREGOING,  HEREBY


                                       51
<PAGE>
          WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE
          IN ANY SUCH  SUIT,  ACTION  OR  PROCEEDING  ANY  CLAIM  THAT IT IS NOT
          PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT
          SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR
          THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       52
<PAGE>



               9.12 WAIVER OF JURY TRIAL.  LENDER AND BORROWER  ACKNOWLEDGE  AND
          AGREE THAT ANY CONTROVERSY  WHICH MAY ARISE UNDER ANY RECEIVABLES LOAN
          DOCUMENT  WOULD  BE BASED  UPON  DIFFICULT  AND  COMPLEX  ISSUES;  AND
          THEREFORE,  THEY  AGREE  THAT  ANY  LAWSUIT  ARISING  OUT OF ANY  SUCH
          CONTROVERSY  SHALL BE TRIED BY A JUDGE  SITTING  WITHOUT  A JURY,  AND
          KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING.

               9.13 INDUCEMENT TO LENDER. ALL OF THE PROVISIONS SET FORTH IN THE
          PARAGRAPHS  REFERENCED  BELOW ARE A MATERIAL  INDUCEMENT  FOR LENDER'S
          MAKING ADVANCES TO BORROWER.

                                   (BORROWER'S INITIALS RE:  9.10 - 9.13 _____)



                                       53

<PAGE>


               9.14 Compliance  With  Applicable  Usury Law. It is the intent of
          the  parties  hereto  to  comply  with  the   Applicable   Usury  Law.
          Accordingly,  notwithstanding  any  provisions  to the contrary in the
          Receivables  Loan Documents,  in no event shall the  Receivables  Loan
          Documents  require the payment or permit the collection of interest in
          excess of the maximum  contract rate permitted by the Applicable Usury
          Law.

               9.15 NO  RELATIONSHIP  WITH  PURCHASERS.  LENDER  DOES NOT HEREBY
          ASSUME AND SHALL HAVE NO  RESPONSIBILITY,  OBLIGATION  OR LIABILITY TO
          PURCHASERS,  LENDER'S  RELATIONSHIP  BEING THAT ONLY OF A CREDITOR WHO
          HAS TAKEN AN ASSIGNMENT  FROM BORROWER OF THE  INSTRUMENTS IN ORDER TO
          FACILITATE  PERFORMANCE OF THE OBLIGATIONS.  EXCEPT AS REQUIRED BY LAW
          AND FOR FILINGS MADE WITH THE SECURITIES & EXCHANGE  COMMISSION OR ANY
          STOCK EXCHANGE ON WHICH BORROWER'S OR ITS AFFILIATE'S STOCK OR DEBT IS
          TRADED,  BORROWER  WILL  NOT,  AT ANY  TIME,  USE THE  NAME OF OR MAKE
          REFERENCE TO LENDER WITH RESPECT TO ANY TIME-SHARE  PROJECT,  THE SALE
          OF  TIME-SHARE  INTERESTS OR  OTHERWISE,  WITHOUT THE EXPRESS  WRITTEN
          CONSENT OF LENDER.

               9.16 NO JOINT VENTURE. THE RELATIONSHIP OF BORROWER AND LENDER IS
          THAT OF DEBTOR AND CREDITOR,  AND IT IS NOT THE INTENTION OF EITHER OF
          SUCH  PARTIES  BY THIS  OR ANY  OTHER  INSTRUMENT  BEING  EXECUTED  IN
          CONNECTION WITH THE RECEIVABLES  LOAN TO ESTABLISH A PARTNERSHIP,  AND
          THE PARTIES HERETO SHALL NOT UNDER ANY  CIRCUMSTANCES  BE CONSTRUED TO
          BE PARTNERS OR JOINT VENTURERS.

               9.17  Standards  Applied to Lender's  Actions.  Unless  otherwise
          specifically  stipulated  elsewhere in the Receivables Loan Documents,
          if a matter is left in the Receivables Loan Documents to the decision,
          requirement,  request,  determination,  judgment,  opinion,  approval,
          consent, satisfaction,  acceptance, agreement, option or discretion of
          Lender, its employees, Lender's counsel or any agent for or contractor
          of Lender,  such action shall be deemed to be exercisable by Lender or
          such other person in its sole and absolute discretion and according to
          standards established in its sole and absolute discretion.

               9.18 Meaning of Subordination.  Any subordination  required to be
          given under the Receivables Loan Documents to Lender shall include the
          subordination  of and the deferral of the right to receive payments on
          the subordinated  obligations except to the extent expressly permitted
          in  this  Agreement;  the  remittances  to  Lender  of all  prohibited
          payments  received by the third party; the subordination of all liens,
          security interests, assignments and other encumbrances and claims held
          by the subordinating party on or against any of Borrower's property to
          Lender's  interest  (whenever  acquired)  in  such  property;  and  an
          agreement  on the part of the third party not to exercise any remedies


                                       54
<PAGE>
          against Borrower so long as all obligations under the Receivables Loan
          Documents have not been fully satisfied.

               9.19  Scope  of  Reimbursable  Attorney's  Fees.  As  used in the
          Receivables Loan Documents,  the term  "attorneys'  fees" includes the
          reasonable fees of outside and Lender's in-house attorneys licensed to
          practice law in any  jurisdiction,  outside and Lender's  in-house law
          clerks,  paralegals,  investigators and others not admitted to the bar
          but performing  services under the supervision of a licensed attorney,
          and the expenses (including,  without limitation, normal and customary
          charges for telecopy  and  photocopy  services and clerical  overtime)
          incurred by them in the performance of their services.  As used in the
          Receivables Loan Documents,  attorneys' fees incurred by Lender in the
          enforcement  of any remedy or covenant  include,  without  limitation,
          attorneys' fees incurred in any  foreclosure of the  Receivables  Loan
          Security  Documents,  in protecting or sustaining the lien or priority
          of the Collateral, or in any proceeding arising from or connected with
          any such matter, including any bankruptcy, receivership, injunction or
          other similar proceeding, or any appeal from or petition for review of
          any such matter, and with or without litigation.

               9.20 [Reserved]

               9.21 Reliance.  Lender's examination,  inspection,  or receipt of
          information  pertaining  to  Borrower,  any  Required  Guarantor,  the
          Collateral or any Time-Share Project shall not in any way be deemed to
          reduce   the   full   scope   and   protection   of  the   warranties,
          representations  and  Obligations  contained in the  Receivables  Loan
          Documents.

               9.22  Confidentiality.  Borrower  and  Lender  each agree to keep
          confidential and each agree to cause its employees and officers, their
          respective  Affiliates,  the Required Guarantors (as the Borrower) and
          the employees and officers of the foregoing to keep  confidential  the
          provisions of this Agreement and the other  Receivables Loan Documents
          including  the terms and  conditions of the  Receivables  Loan and the
          pricing,   payment  and  maturity  date   provisions.   The  foregoing
          confidentiality  provision  shall also be binding upon the  Borrower's
          and Lender's outside accountants, attorneys and other advisors. Lender
          and Borrower  however  consent to the disclosure of such  confidential
          information to Borrower's and Lender's outside accountants,  attorneys
          and other  advisors  provided  that such  persons  are  advised of the
          confidential   nature  of  such   information.   Lender  and  Borrower
          furthermore consent to the disclosure of such confidential information
          to the extent  required by law,  rule,  regulation  or pursuant to any
          judicial or administrative proceeding.

               9.23    Service    of    Process.    Borrower    has    appointed
          __________________,         with         an         address         of
          ___________________________________,  as  its  agent  for  service  of
          process  ("Service  of Process  Agent") who shall be  responsible  for
          accepting  service  of process  within the United  States on behalf of
          Borrower.  Borrower  shall not  change its


                                       55

<PAGE>
          Service of Process  Agent  without  (i) sixty (60) days prior  written
          notice  to  Lender  and  (ii) the  delivery  to  Lender  of a power of
          attorney in the form  contemplated  in paragraph  4.1.8 hereof,  as to
          such new Service of Process Agent (the "New Agent").  Borrower  hereby
          agrees  that  service of  process  upon the  Service of Process  Agent
          appointed  prior to the appointment of the New Agent shall continue to
          be effective  until the  satisfaction  of the  conditions set forth in
          clauses (i) and (ii) above.



                            [SIGNATURE PAGE FOLLOWS]



                                       56
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  in their  respective  name,  personally  or by their  duly  authorized
representatives as of November 30, 2001.

BORROWER:
                                      REGINA RESORTS, LLC, a Nevada limited
                                                   liability company

                                By:   CR Resorts Los Cabos, S. de R.L. de C.V.,
                                        a Mexican limited responsibility
                                        corporation with variable capital

                                Its:  Managing Member

                                By: /s/ Gustavo Ripol
                                   --------------------------------
                                     Name:  Gustavo Ripol Bermudez
                                     Title:  Attorney-in-Fact

                                Borrower's Notice Address and Telecopy Number:

                                      REGINA RESORTS, LLC
                                      Blvd. Adolfo Ruiz Cortines No. 3642-7
                                      Col. Jardines del Pedregal
                                      Mexico, Distrito Federal 01900
                                      Mexico
                                      Attention:  Chief Financial Officer
                                      Telecopy No.:  011-52 (555) 490-3218

                                      with a copy to (which shall not
                                          constitute notice):

                                      Greenberg Traurig, LLP
                                      2450 Colorado Avenue, Suite 400E
                                      Santa Monica,  California  90404
                                      Attention:  Scott Preston, Esq.
                                      Telephone:  (310) 586-7721
                                      Facsimile:  (310) 586-7800


LENDER

                                     RESORT CONDOMINIUMS INTERNATIONAL, LLC,
                                        a Delaware limited liability company


                                By:
                                   ----------------------------------------

                                Name:
                                      -------------------------------------

                                Title:
                                     -------------------------------------


                                       57
<PAGE>

                                Lender's Notice Address and Telecopy Number:

                                  Resort Condominiums International, LLC
                                  6 Sylvan Way
                                  Parsippany,  New Jersey  07054-0656
                                  Attention:  Chief Financial Officer
                                  Telecopy:  (973) 496-1977
                                  with a copy to:

                                  Resort Condominiums International, LLC
                                  6 Sylvan Way
                                  Parsippany,  New Jersey  07054
                                  Attention:  General Counsel
                                  Telecopy:  (973) 496-2070


                                  with a copy to (which shall not
                                        constitute notice):

                                  Gammage & Burnham P.L.C.
                                  Two North Central Avenue
                                  18th Floor
                                  Phoenix, Arizona  85004
                                  Attention:  Randall S. Dalton, Esq.
                                  Telecopy:  (602) 256-4475




                                       58
<PAGE>

                                  EXHIBIT 1(A)

                             BORROWER'S CERTIFICATE


     This  Certificate is being  delivered in connection with the Loan Agreement
between Regina Resorts, LLC, a Nevada limited liability company ("Borrower") and
Resort  Condominiums  International,  LLC ("Lender") dated November ___ 2001, as
amended,  (the  "Agreement").  Borrower hereby  certifies to Lender that (i) the
total due but unpaid  payments  under the  Instruments  described  in Schedule A
attached  hereto  and by this  reference  incorporated  herein  and  the  unpaid
principal  balance for each such  Instrument is as set forth in Schedule A; (ii)
such Instruments are, individually and collectively, Eligible Instruments; (iii)
no material  adverse  change has occurred in the  financial  condition or in the
business  and   operations  of  Borrower  or  the  Required   Guarantors   since
_______________,  _____, the date of the last financial  statements delivered to
Lender; (iv) all  representations and warranties  contained in the Agreement are
true and correct as of the date  hereof;  (v) neither an Event of Default nor an
Incipient Default exists;  and (vi) Borrower has Performed and complied with all
agreements,  covenants and conditions  required by the Agreement to be Performed
and complied with prior to the date hereof.

     Except as otherwise defined herein or the context otherwise  requires,  all
capitalized terms used herein have the meaning given to them in the Agreement.


                  DATED:  ____________, ______.

 BORROWER:
                                      REGINA RESORTS, LLC, a Nevada limited
                                                   liability company

                                By:   CR Resorts Los Cabos, S. de R.L. de C.V.,
                                        a Mexican limited responsibility
                                        corporation with variable capital

                                Its:  Managing Member

                                By: /s/ Gustavo Ripol
                                   --------------------------------
                                     Name:  Gustavo Ripol Bermudez
                                     Title:  Attorney-in-Fact

<PAGE>


                                   SCHEDULE A

Instrument Reference No.    Due But Unpaid Payments     Unpaid Principal Balance






<PAGE>


                                  EXHIBIT 1(B)

                                     NOTICE




<PAGE>

                                  EXHIBIT 1(C)

                             PERMITTED ENCUMBRANCES






                                      NONE



<PAGE>


                                  EXHIBIT 1(D)

                             REQUEST FOR RECEIVABLES
                         LOAN ADVANCE AND CERTIFICATION


     The   undersigned    ("Borrower")   requests   that   RESORT   CONDOMINIUMS
INTERNATIONAL,  LLC  ("Lender")  make an Advance to Borrower of the  Receivables
Loan in the sum of  _____________________________  ______________  UNITED STATES
DOLLARS  (U.S.  $_____________)  upon  receipt  hereof,  pursuant  to  the  Loan
Agreement  between  such  parties  dated  as of  November  __,  2001  (with  any
amendments, "Agreement").

     Borrower  hereby  certifies  to Lender  that (i) the  total due but  unpaid
payments  under the  Instruments  for which the  requested  disbursement  of the
Receivables  Loan is  sought  and the  unpaid  principal  balance  for each such
Eligible  Instrument  is as set forth on Schedule A attached  hereto and by this
reference  incorporated herein; (ii) the Instruments against which the requested
disbursement  of  the  Receivables   Loan  is  sought  are,   individually   and
collectively,  Eligible  Instruments;  (iii)  no  material  adverse  change  has
occurred  in the  financial  condition  or in the  business  and  operations  of
Borrower or the Required  Guarantors since  _______________,  _____, the date of
the last financial  statements delivered to Lender; (iv) all representations and
warranties  contained  in the  Agreement  are  true and  correct  as of the date
hereof;  (v) neither an Event of Default nor an Incipient  Default  exists;  and
(vi)  Borrower has Performed  and complied  with all  agreements,  covenants and
conditions  required by the Agreement to be Performed and complied with prior to
or at the date of the requested disbursement of the Receivables Loan.

     Except as otherwise defined herein or the context otherwise  requires,  all
capitalized terms used herein have the meaning given to them in the Agreement.

                  DATED:  ________________, ______.

             BORROWER:
                                      REGINA RESORTS, LLC, a Nevada limited
                                                   liability company

                                By:   CR Resorts Los Cabos, S. de R.L. de C.V.,
                                        a Mexican limited responsibility
                                        corporation with variable capital

                                Its:  Managing Member

                                By: /s/ Gustavo Ripol
                                   --------------------------------
                                     Name:  Gustavo Ripol Bermudez
                                     Title:  Attorney-in-Fact



<PAGE>


                                   SCHEDULE A

Instrument Reference No.      Due But Unpaid Payments   Unpaid Principal Balance







<PAGE>



                                 EXHIBIT 6.1.4.1

                BORROWER'S AND RAINTREE'S COMPLIANCE CERTIFICATE

     This  Compliance  Certificate  is being  delivered in connection  with that
certain Loan Agreement  between Regina Resorts,  LLC, a Nevada limited liability
company   ("Borrower")  and  Resort  Condominiums   International,   LLC,  dated
________________________,  2001,  as  amended  (the  "Loan  Agreement").  Unless
otherwise defined herein,  all capitalized terms used herein shall have the same
meaning as set forth in the Loan Agreement.

     The undersign certify that as of __________________________,  2001 (i) they
are the Chief  Executive  Officers and Chief  Financial  Officers,  as indicated
below,  of the  Borrower and the  Required  Guarantors;  (ii) they are acting on
behalf of Borrower  and the  Required  Guarantors,  in his/her  capacity as such
officers of the Borrower and Required  Guarantors  and are authorized to so act,
and (iii)  there  are no Events of  Default  of  Incipient  Defaults,  except as
follows:   ___________________________________

     Without  limiting the generality of the foregoing,  the undersigned  hereby
represents  and  warrants  that,  with  respect  to the  Paragraph  of the  Loan
Agreement set forth below and the covenants  contained therein,  the Borrower is
in full compliance unless otherwise indicated.


<TABLE>

Paragraph and Covenant                           In Full Compliance              Not in Compliance
----------------------                           ------------------              -----------------
<S>      <C>                                         <C>                             <C>

6.1.3    Insurance
6.1.5.   Subordination    of   Indebtedness,
               owing to Affiliates
6.1.18   Lender's Reliance
6.2.2.   Nature    of    Business;     Other
                 Indebtedness
6.2.3.   Restrictions on Liens or Transfers
3.2(e)   Raintree   Guaranty   -   Financial
                 Covenants

</TABLE>


     With respect to any item identified  above as not being in compliance,  the
undersigned  has  attached  and  certifies  as to  the  accuracy  of  statements
specifying   the   violation,   condition,   or  events  which  result  in  such
non-compliance,  the  nature  and  status  thereof,  and the  actions  which the
Borrower  proposes to take with respect  thereto to bring the Borrower into full
compliance with the Loan Agreement.

     The foregoing  representations  and warranties are made by the  undersigned
from  hers/his  personal  knowledge,  after  diligent  inquiry,  and  with  full
knowledge that the Lender will rely thereon.

     This  Certificate  is given  pursuant to and in compliance  with  Paragraph
6.1.4.1. of the Loan Agreement.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Borrower's  and
Raintree's    Compliance    Certificate    as   of   the    ________    day   of
_____________________, 200___.

                                   BORROWER:
                                      REGINA RESORTS, LLC, a Nevada limited
                                                   liability company

                                By:   CR Resorts Los Cabos, S. de R.L. de C.V.,
                                        a Mexican limited responsibility
                                        corporation with variable capital

                                Its:  Managing Member

                                By: /s/ Gustavo Ripol
                                   --------------------------------
                                     Name:  Gustavo Ripol Bermudez
                                     Title:  Attorney-in-Fact



                                        2
<PAGE>


                                REQUIRED GUARANTORS:

                                CR RESORTS CANCUN, S. de R.L. de C.V.,
                                 a Mexican limited responsibility corporation
                                 with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                CR RESORTS LOS CABOS, S. de R.L. de C.V.,
                                  a Mexican limited responsibility corporation
                                  with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                CR RESORTS PUERTO VALLARTA, S. de R.L. de C.V.,
                                 a Mexican limited responsibility corporation
                                 with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                        3
<PAGE>


                                CORPORACION MEXITUR, S.A. de C.V., a Mexican
                                 corporation with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                PROMOTORA VILLA VERA, S. de R.L. de C.V.,
                                  a Mexican limited responsibility corporation
                                  with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer

                                VILLA VERA RESORT, S. de R.L. de C.V.,
                                 a Mexican limited responsibility corporation
                                 with variable capital

                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                       4
<PAGE>


                                RAINTREE RESORTS INTERNATIONAL, INC.,
                                        a Nevada corporation


                                By:
                                     --------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Executive Officer

                                By:
                                   --------------------------------------

                                Type/Printed Name:
                                                  ------------------------------
                                                      Chief Financial Officer


                                       5
<PAGE>


                      Attachment - Explaining Noncompliance


                                       6
<PAGE>



                               EXHIBIT 6.1.4.8(A)

                               INDENTURE EXCERPTS





<PAGE>



                               EXHIBIT 6.1.4.8(B)

                        CERTIFICATION REGARDING INDENTURE

                                _________, 200__

Resort Condominiums International, LLC
6 Sylvan Way
Parsippany, New Jersey 07054-0656

     The undersigned  hereby certifies to you the following pursuant to the Loan
Agreement dated as of ____________,  2001,  between  ___________________________
and  Resort  Condominiums  International,  LLC (the  "Loan  Agreement").  Unless
otherwise defined herein,  all capitalized terms used herein shall have the same
meaning as set forth in the Loan  Agreement.  The Loan  Agreement  requires that
Raintree  certify to the Lender  the extent to which  Raintree  and those of its
Affiliates that are "Restricted  Subsidiaries"  pursuant to the Indenture are in
compliance  with the  borrowing  limitations  set forth in the  Indenture.  This
Certification is being delivered to you in satisfaction of that requirement.


<TABLE>


Paragraph reference                    Existing  indebtedness  allocated to           Compliance?
from Indenture                         this paragraph
-------------------                    ------------------------------------        ------------------
<S>                                  <C>                                          <C>      <C>

4.09(a)                                $_________________                          Yes ____ No _____
4.09(b)(i)                             $_________________                          Yes ____ No _____
4.09 (b)(ii)                           $_________________                          Yes ____ No _____
4.09(b)(iii)                           $_________________                          Yes ____ No _____
4.09(b)(iv)                            $_________________                          Yes ____ No _____
4.09(b)(v)                             $_________________                          Yes ____ No _____
4.09(b)(vi)                            $_________________                          Yes ____ No _____
4.09(b)(vii)                           $_________________                          Yes ____ No _____
4.09(b)(viii)                          $_________________                          Yes ____ No _____
4.09(b)(ix)                            $_________________                          Yes ____ No _____
4.09(b)(x)                             $_________________                          Yes ____ No _____
4.09(b)(xi)                            $_________________                          Yes ____ No _____

</TABLE>


Raintree Resorts International, Inc., a Nevada corporation

By:
   -----------------------------------------
    Name:
         -----------------------------------
         Title:  Chief Financial Officer



<PAGE>



                                   EXHIBIT 9.1

                                PAYMENT LOCATION




                     Resort Condominiums International, LLC
                                  6 Sylvan Way
                        Parsippany, New Jersey 07054-0656




<PAGE>