THIRD LOAN MODIFICATION AGREEMENT

     This THIRD LOAN MODIFICATION AGREEMENT (the "Third Modification Agreement")
is made,  entered into and effective as of the 28th day of  September,  2001, by
and  among  CR  RESORTS   CANCUN,   S.  DE  R.L.  DE  C.V.,  a  Mexican  limited
responsibility  corporation with variable capital ("CR Cancun"),  CR RESORTS LOS
CABOS, S. DE R.L. DE C.V., a Mexican  limited  responsibility  corporation  with
variable capital ("CR Cabos"), CR RESORTS PUERTO VALLARTA, S. DE R.L. DE C.V., a
Mexican limited  responsibility  corporation  with variable  capital ("CR Puerto
Vallarta"),  CORPORACION  MEXITUR,  S.  DE  R.L.  DE  C.V.,  a  Mexican  limited
responsibility corporation with variable capital ("Mexitur"),  CR RESORTS CANCUN
TIMESHARE  TRUST,  S.  DE  R.L.  DE  C.V.,  a  Mexican  limited   responsibility
corporation with variable capital,  CR RESORTS CABOS TIMESHARE TRUST, S. DE R.L.
DE C.V., a Mexican limited responsibility  corporation with variable capital, CR
RESORTS PUERTO  VALLARTA  TIMESHARE  TRUST S. DE R.L. DE C.V. a Mexican  limited
responsibility  corporation with variable capital, VILLA VERA RESORT, S. DE R.L.
DE C.V., a Mexican  limited  responsibility  corporation  with variable  capital
("Villa Vera") and PROMOTORA  VILLA VERA, S. DE R.L. DE C.V., a Mexican  limited
responsibility  corporation with variable capital  ("Promotora")  (collectively,
jointly and severally, the "Borrower"); RAINTREE RESORTS INTERNATIONAL,  INC., a
Nevada corporation ("Guarantor"),  and TEXTRON FINANCIAL CORPORATION, a Delaware
corporation ("Lender").

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, (a) Borrower (with the exception of Villa Vera and Promotora), the
Guarantor, and Lender are parties to that certain Loan and Security Agreement
dated as of November 23, 1999 (the "Loan Agreement"), (b) Borrower (with the
exception of Villa Vera and Promotora), the Guarantor, and Lender are parties to
that certain Loan Modification Agreement dated as of November 20, 2000 (the
"First Modification Agreement"), and (c) Borrower, the Guarantor and Lender are
parties to that certain Second Loan Modification Agreement dated as of December
29, 2000 (the "Second Modification Agreement"), pursuant to which Lender agreed
to make a loan to Borrower in the maximum principal amount at any time of
US$18,000,000, to be guaranteed by the Guarantor, all pursuant to the terms,
provisions, and conditions set forth in the Loan Agreement, the First
Modification Agreement, the Second Modification Agreement and the other Loan
Documents, as such term is defined in the Loan Agreement (the "Loan"); and

     WHEREAS, the Loan consists of a note receivable component with two tranches
in the original principal amount of up to US$18,000,000; and WHEREAS, Borrower,
the Guarantor, and Lender desire to increase the maximum amount of the Loan by
US$4,357,000, to incorporate a third tranche to the Loan, and otherwise amend
the terms, provisions, and conditions of the Loan Agreement in the manner
permitted by Section 12.7 thereof.


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<PAGE>

     NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1. Definitions. Except as otherwise provided herein to the contrary or
unless the context otherwise requires, all capitalized terms used in this Third
Modification Agreement shall have the meanings ascribed to them in the Loan
Agreement, as modified pursuant to the terms of the First Modification Agreement
and the Second Modification Agreement.

     2. Third Modification Closing Date. For purposes of this Third Modification
Agreement,  "Third - Modification Closing Date" shall mean the effective date of
this Third Modification Agreement.

     3. Borrowing Base.  Section 1.1(h) of the Loan Agreement,  Section 4 of the
First Modification  Agreement and Section 4 of the Second Modification Agreement
are hereby deleted in their entirety and replaced by the following:

     (h)  Borrowing Base. (i) with respect to Eligible Notes Receivable pledged
          to Lender in connection with each Advance under Tranche A of the Loan,
          an amount equal to the sum of (a) fifty percent (50%) of the aggregate
          outstanding principal balance of each UDI-denominated Eligible Note
          Receivable for which at least three monthly payments have been made,
          plus (b) eighty percent (80%) of the aggregate outstanding principal
          balance of each Mexican Nuevo Peso-denominated Eligible Note
          Receivable for which at least one monthly payment has been made, plus
          (c) eighty-five percent (85%) of the aggregate remaining principal
          balance of each U.S. Dollar denominated Eligible Note Receivable for
          which at least one monthly payment has been made, (ii) with respect to
          Eligible Notes Receivable pledged to Lender in connection with each
          Advance under Tranche B of the Loan for which at least one monthly
          payment has been made, an amount equal to the sum of (a) eighty
          percent (80%) of the aggregate outstanding principal balance of each
          Mexican Nuevo Peso-denominated Eligible Note Receivable, plus (b)
          eighty percent (80%) of the aggregate remaining principal balance of
          each U.S. Dollar denominated Eligible Note Receivable, and (iii) with
          respect to Eligible Notes Receivable pledged to Lender in connection
          with each Advance under Tranche C of the Loan, an amount equal to the
          sum of (a) fifty percent (50%) of the aggregate outstanding principal
          balance of each UDI-denominated Eligible Note Receivable for which at
          least three monthly payments have been made, plus (b) eighty percent
          (80%) of the aggregate outstanding principal balance of each Mexican
          Nuevo Peso-denominated Eligible Note Receivable


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<PAGE>
          for which at least one monthly payment has been made, plus (c)
          eighty-five percent (85%) of the aggregate remaining principal balance
          of each U.S. Dollar denominated Eligible Note Receivable for which at
          least one monthly payment has been made.

     4. Eligible Notes Receivable. Section 1.1(z) of the Loan Agreement, Section
6 of the First Modification  Agreement and Section 5 of the Second  Modification
Agreement are hereby deleted in their entirety and replaced with the following:

          (z)  Eligible Notes  Receivable.  Those Pledged Notes Receivable which
               satisfy each of the following criteria:

               (a)  With respect to Tranche A of the Loan:

                    (i) one or more of the entities constituting the Borrower is
                    the sole payee;

                    (ii) it arises  from a bona fide sale by Borrower of one (1)
                    or more Intervals in one of the Resorts;

                    (iii)the Interval sale from which it arises has not been
                    canceled by the Purchaser, any statutory or other applicable
                    cancellation or rescission period has expired and the
                    Interval sale is otherwise in total compliance with the
                    terms and provisions of this Agreement and all of the other
                    Loan Documents;

                    (iv) it is  secured  by a properly  executed  Assignment  of
                    Pledged Notes  Receivable and a properly  executed  Interval
                    Lease Contract;

                    (v) principal and interest payments on it are payable to the
                    Borrower in legal tender of the United States, provided,
                    however, that (a) up to sixty percent (60%) by number of all
                    Eligible Notes Receivable may be payable in either Mexican
                    Nuevos Pesos or Mexican UDIs, and (b) a maximum of
                    US$3,000,000 of the outstanding principal balance under
                    Tranche A of the Loan shall be comprised of UDI-denominated
                    Notes Receivable; for clarification purposes, the Borrower
                    may pledge up to US$6,000,000 in UDI-denominated Notes
                    Receivable to secure such maximum of US$3,000,000 of
                    outstanding principal balance under Tranche A of the Loan;


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<PAGE>
                    (vi)  payments of  principal  and  interest on it are due in
                    equal  monthly  installments  (or in such  other  amounts to
                    cover principal and interest);

                    (vii)it shall have an original term of no more than sixty
                    (60) months; provided, however, that up to twenty-five
                    percent (25%) of the aggregate outstanding balance of all
                    Eligible Notes Receivable may, at any time, be comprised of
                    Notes Receivable having an original term of no more than
                    eighty-four (84) months;

                    (viii) a cash down payment and/or other cash payments have
                    been received from the Purchaser in an amount equal to at
                    least fifteen percent (15%) of the original purchase price
                    of the related Interval, and the Purchaser thereafter shall
                    have received no cash or other rebates of any kind which
                    would cause the down payment to be less than fifteen percent
                    (15%) of the total purchase price;

                    (ix) no monthly installment due with respect to the Pledged
                    Note Receivable is more than thirty (30) days contractually
                    past due as of the date of funding of the first Advance with
                    respect to such Pledged Note Receivable, or more than sixty
                    (60) days contractually past due thereafter;

                    (x) the weighted average interest rate of all Eligible Notes
                    Receivable payable in legal tender of the United States at
                    any time shall be not less than twelve percent (12.0%) per
                    annum;

                    (xi) the weighted average interest rate of all Eligible
                    Notes Receivable payable in both Mexican Nuevos Pesos and
                    Mexican UDIs at any time shall be not less than eighteen
                    percent (18.0%) per annum;

                    (xii)the Purchaser of the related Interval has immediate
                    access to a Unit of the type specified in such Purchaser's
                    Interval Lease Contract, which Interval and related Unit
                    have been completed, developed and furnished in accordance
                    with the specifications provided in the Purchaser's Interval
                    Lease Contract, the public offering statement (if any) and
                    the other Timeshare Documents; and the Purchaser has,
                    subject to the terms of the Declaration, Interval Lease
                    Contract and other Timeshare Documents, complete and
                    unrestricted access to the related Interval, Unit,
                    Facilities and the Resorts;


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<PAGE>
                    (xiii) neither the Purchaser of the related Interval nor any
                    other maker of the Note Receivable is an Affiliate of,
                    personally related to or employed by Borrower;

                    (xiv)the Purchaser or other obligor has no claim against
                    Borrower or any Affiliate of Borrower, and no defense,
                    set-off or counterclaim exists with respect to the Note
                    Receivable;

                    (xv) the maximum outstanding principal balance of such Note
                    Receivable does not exceed US$25,000.00 (or the equivalent
                    in Mexican Nuevos Pesos or Mexican UDIs at the time of the
                    Advance with respect to such Note Receivable), and total
                    principal balance of all Notes Receivable executed by any
                    one (1) obligor will not exceed US$25,000.00 (or the
                    equivalent in Mexican Nuevos Pesos or Mexican UDIs at the
                    time of the Advance with respect to such Note Receivable),
                    without the prior written approval of Lender;

                    (xvi) the Note Receivable is executed by a Mexican resident;

                    (xvii) the original of the Note Receivable and all related
                    consumer documents have been endorsed in the manner
                    prescribed by Lender and delivered to Lender or its approved
                    agent (the "Agent") as provided in this Agreement, and the
                    terms thereof and all instruments related thereto shall
                    comply in all respects with all applicable federal and state
                    statutes, ordinances, rules and regulations;

                    (xviii) the Unit in which the Interval being financed by the
                    Note Receivable is located shall not be subject to any Lien
                    which has not previously been consented to in writing by
                    Lender other than the Permitted FINOVA Liens;

                    (xix)the form of promissory note, federal truth-in-lending
                    disclosure statement, if any, or other applicable
                    disclosure, purchase contract and all other documents and
                    instruments corresponding to the Interval purchase
                    transaction giving rise to such Note Receivable has been
                    approved in advance by Lender in writing;

                    (xx) the Purchaser (a) is entitled to fifty (50) consecutive
                    years of use (commencing in 1997) in a specific Unit type
                    during a specified season at one of the four locations of
                    the Resorts each year expiring in the year 2047, which right


                                        5

<PAGE>
                    shall be exercised for a seven (7) day period each year for
                    such fifty (50) year term, or (b) is entitled to twenty-five
                    (25) biennual years of use (commencing in 1997) in a
                    specific Unit type during a specified season at one of the
                    four locations of the Resorts expiring in the year 2047,
                    which shall be exercised for a seven (7) day period every
                    alternate year for such term;

                    (xxi)the Purchaser may not accelerate their usage in the
                    Resorts (provided, however, that certain Purchasers may
                    accelerate their usage by a maximum of one (1) week per
                    year, provided that such Purchasers pay all additional
                    maintenance fees and any and all other fees related to such
                    accelerated usage);

                    (xxii) the Note Receivable is originated in connection with
                    an Interval Lease Contract and Borrower has provided and/or
                    caused all interest or lienholders which have mortgages
                    encumbering the Resorts or other agreements or amendments to
                    their respective security documents which expressly state to
                    Lender's satisfaction that such interest or lienholder may
                    not disturb the use rights of any Purchaser pursuant to such
                    Purchaser's Interval Lease Contract for so long as Purchaser
                    is not in default pursuant to the terms of such Interval
                    Lease Contract;

                    (xxiii) Lender is in possession of the executed original
                    Notes Receivable endorsed by Borrower to Lender, along with
                    the executed original Interval Lease Contracts corresponding
                    to such Notes Receivable;

                    (xxiv) the Note Receivable is originated in connection with
                    a related Interval Lease Contract whereby Land Trustee under
                    a Mexican guaranty trust satisfactory to Lender holds legal
                    title to each of the Resorts on behalf of CR Cabos, CR
                    Cancun, or CR Puerto Vallarta, together with CR Remainder
                    (as to the remainder interest in each of the Resorts
                    commencing under the FINOVA Mortgages in the year 2047) and
                    whereby non-disturbance provisions for the continued use and
                    enjoyment by the Interval Purchasers of the Resorts and
                    Facilities are in a form and substance acceptable to Lender;
                    and

                    (xxv) any and all release payments required under the
                    inventory component of the FINOVA Loan pertaining to the
                    Interval related to such Note Receivable, specifically


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<PAGE>
                    including the "Interval Sales Payment" as such term is
                    defined in the FINOVA Loan Agreement, have been paid in full
                    by Borrower.

               (b)  With respect to Tranche B of the Loan:

                    (i) one or more of the entities constituting the Borrower is
                    the sole payee;

                    (ii) it arises  from a bona fide sale by Borrower of one (1)
                    or more Intervals in one of the Resorts;

                    (iii) the Interval sale from which it arises has not been
                    canceled by the Purchaser, any statutory or other applicable
                    cancellation or rescission period has expired and the
                    Interval sale is otherwise in total compliance with the
                    terms and provisions of this Agreement and all of the other
                    Loan Documents;

                    (iv) it is  secured  by a properly  executed  Assignment  of
                    Pledged Notes  Receivable and a properly  executed  Interval
                    Lease Contract;

                    (v) principal and interest payments on it are payable to the
                    Borrower in legal tender of the United States, provided,
                    however, that up to sixty percent (60%) by number of all
                    Eligible Notes Receivable may be payable in Mexican Nuevos
                    Pesos;

                    (vi)  payments of  principal  and  interest on it are due in
                    equal  monthly  installments  (or in such  other  amounts to
                    cover principal and interest);

                    (vii) it shall have an original term of no more than sixty
                    (60) months; provided, however, that up to twenty-five
                    percent (25%) of the aggregate outstanding balance of all
                    Eligible Notes Receivable may, at any time, be comprised of
                    Notes Receivable having an original term of no more than
                    eighty-four (84) months;

                    (viii) a cash down payment and/or other cash payments have
                    been received from the Purchaser in an amount equal to at
                    least fifteen percent (15%) of the original purchase price
                    of the related Interval, and the Purchaser thereafter shall
                    have received no cash or other rebates of any kind


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<PAGE>
                    which would cause the down  payment to be less than  fifteen
                    percent (15%) of the total purchase price;

                    (ix) no monthly installment due with respect to the Pledged
                    Note Receivable is more than thirty (30) days contractually
                    past due as of the date of funding of the first Advance with
                    respect to such Pledged Note Receivable, or more than sixty
                    (60) days contractually past due thereafter;

                    (x) the weighted average interest rate of all Eligible Notes
                    Receivable payable in legal tender of the United States at
                    any time shall be not less than twelve percent (12.0%) per
                    annum;

                    (xi) the weighted average interest rate of all Eligible
                    Notes Receivable payable in Mexican Nuevos Pesos at any time
                    shall be not less than eighteen percent (18.0%) per annum;

                    (xii) the Purchaser of the related Interval has immediate
                    access to a Unit of the type specified in such Purchaser's
                    Interval Lease Contract, which Interval and related Unit
                    have been completed, developed and furnished in accordance
                    with the specifications provided in the Purchaser's Interval
                    Lease Contract, the public offering statement (if any) and
                    the other Timeshare Documents; and the Purchaser has,
                    subject to the terms of the Declaration, Interval Lease
                    Contract and other Timeshare Documents, complete and
                    unrestricted access to the related Interval, Unit,
                    Facilities and the Resorts;

                    (xiii) neither the Purchaser of the related Interval nor any
                    other maker of the Note Receivable is an Affiliate of,
                    personally related to or employed by Borrower;

                    (xiv) the Purchaser or other obligor has no claim against
                    Borrower or any Affiliate of Borrower, and no defense,
                    set-off or counterclaim exists with respect to the Note
                    Receivable;

                    (xv) the maximum outstanding principal balance of such Note
                    Receivable does not exceed US$25,000.00 (or the equivalent
                    in Mexican Nuevos Pesos at the time of the Advance with
                    respect to such Note Receivable), and total principal
                    balance of all Notes Receivable executed by any one (1)
                    obligor will not exceed US$25,000.00 (or the equivalent in
                    Mexican Nuevos Pesos at the time of the


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<PAGE>

                    Advance with respect to such Note  Receivable),  without the
                    prior written approval of Lender;

                    (xvi) the Note Receivable is executed by a Mexican resident;

                    (xvii) the original of the Note Receivable and all related
                    consumer documents have been endorsed in the manner
                    prescribed by Lender and delivered to Lender or its Agent as
                    provided in this Agreement, and the terms thereof and all
                    instruments related thereto shall comply in all respects
                    with all applicable federal and state statutes, ordinances,
                    rules and regulations;

                    (xviii) the Unit in which the Interval being financed by the
                    Note Receivable is located shall not be subject to any Lien
                    which has not previously been consented to in writing by
                    Lender other than the Permitted FINOVA Liens;

                    (xix) the form of promissory note, federal truth-in-lending
                    disclosure statement, if any, or other applicable
                    disclosure, purchase contract and all other documents and
                    instruments corresponding to the Interval purchase
                    transaction giving rise to such Note Receivable has been
                    approved in advance by Lender in writing;

                    (xx) the Purchaser (a) is entitled to fifty (50) consecutive
                    years of use (commencing in 1997) in a specific Unit type
                    during a specified season at one of the four locations of
                    the Resorts each year expiring in the year 2047, which right
                    shall be exercised for a seven (7) day period each year for
                    such fifty (50) year term, or (b) is entitled to twenty-five
                    (25) biennual years of use (commencing in 1997) in a
                    specific Unit type during a specified season at one of the
                    four locations of the Resorts expiring in the year 2047,
                    which shall be exercised for a seven (7) day period every
                    alternate year for such term;

                    (xxi) the Purchaser may not accelerate their usage in the
                    Resorts (provided, however, that certain Purchasers may
                    accelerate their usage by a maximum of one (1) week per
                    year, provided that such Purchasers pay all additional
                    maintenance fees and any and all other fees related to such
                    accelerated usage);


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<PAGE>
                    (xxii) the Note Receivable is originated in connection with
                    an Interval Lease Contract and Borrower has provided and/or
                    caused all interest or lienholders which have mortgages
                    encumbering the Resorts or other agreements or amendments to
                    their respective security documents which expressly state to
                    Lender's satisfaction that such interest or lienholder may
                    not disturb the use rights of any Purchaser pursuant to such
                    Purchaser's Interval Lease Contract for so long as Purchaser
                    is not in default pursuant to the terms of such Interval
                    Lease Contract;

                    (xxiii) Lender is in possession of the executed original
                    Notes Receivable endorsed by Borrower to Lender, along with
                    the executed original Interval Lease Contracts corresponding
                    to such Notes Receivable;

                    (xxiv) the Note Receivable is originated in connection with
                    a related Interval Lease Contract whereby Land Trustee under
                    a Mexican guaranty trust satisfactory to Lender holds legal
                    title to each of the Resorts on behalf of CR Cabos, CR
                    Cancun, CR Puerto Vallarta or Villa Vera, together with CR
                    Remainder (as to the remainder interest in each of the
                    Resorts commencing under the FINOVA Mortgages in the year
                    2047) and whereby non-disturbance provisions for the
                    continued use and enjoyment by the Interval Purchasers of
                    the Resorts and Facilities are in a form and substance
                    acceptable to Lender; and

                    (xxv) any and all release payments required under the
                    inventory component of the FINOVA Loan pertaining to the
                    Interval related to such Note Receivable, specifically
                    including the "Interval Sales Payment" as such term is
                    defined in the FINOVA Loan Agreement, have been paid in full
                    by Borrower.


               (c)  With respect to Tranche C of the Loan:

                    (i) one or more of the entities constituting the Borrower is
                    the sole payee;

                    (ii) it arises  from a bona fide sale by Borrower of one (1)
                    or more Intervals in one of the Resorts;

                    (iii) it arises from the resale of an  Interval  re-acquired
                    by Borrower as a result of that certain  Diamond CR Vallarta


                                       10
<PAGE>
                    Sublease Agreement for Kona Reef Inventory dated as of May
                    24, 2001, as amended, by and between CR Puerto Vallarta,
                    Guarantor, Diamond Resorts and Diamond at Kona Reef LLC (the
                    "Sublease Agreement") and pursuant to that certain Tri-Party
                    Agreement to be executed by and between Lender, Borrower,
                    Guarantor and Diamond at Kona Reef, LLC (the "Tri-Party
                    Agreement").

                    (iv) the Interval sale from which it arises has not been
                    canceled by the Purchaser, any statutory or other applicable
                    cancellation or rescission period has expired and the
                    Interval sale is otherwise in total compliance with the
                    terms and provisions of this Agreement and all of the other
                    Loan Documents;

                    (v) it is  secured  by a  properly  executed  Assignment  of
                    Pledged Notes  Receivable and a properly  executed  Interval
                    Lease Contract;

                    (vi) principal and interest payments on it are payable to
                    the Borrower in legal tender of the United States, provided,
                    however, that up to sixty percent (60%) by number of all
                    Eligible Notes Receivable may be payable in either Mexican
                    Nuevos Pesos or Mexican UDIs;

                    (vii)  payments of  principal  and interest on it are due in
                    equal  monthly  installments  (or in such  other  amounts to
                    cover principal and interest);

                    (viii) it shall have an original term of no more than sixty
                    (60) months; provided, however, that up to twenty-five
                    percent (25%) of the aggregate outstanding balance of all
                    Eligible Notes Receivable may, at any time, be comprised of
                    Notes Receivable having an original term of no more than
                    eighty-four (84) months;

                    (ix) a cash down payment and/or other cash payments have
                    been received from the Purchaser in an amount equal to at
                    least fifteen percent (15%) of the original purchase price
                    of the related Interval, and the Purchaser thereafter shall
                    have received no cash or other rebates of any kind which
                    would cause the down payment to be less than fifteen percent
                    (15%) of the total purchase price;

                    (x) no monthly  installment  due with respect to the Pledged
                    Note Receivable is more than thirty (30) days


                                       11

<PAGE>
                    contractually past due as of the date of funding of the
                    first Advance with respect to such Pledged Note Receivable,
                    or more than sixty (60) days contractually past due
                    thereafter;

                    (xi) the weighted average interest rate of all Eligible
                    Notes Receivable payable in legal tender of the United
                    States at any time shall be not less than twelve percent
                    (12.0%) per annum;

                    (xii) the weighted average interest rate of all Eligible
                    Notes Receivable payable in both Mexican Nuevos Pesos and
                    Mexican UDIs at any time shall be not less than eighteen
                    percent (18.0%) per annum;

                    (xiii) the Purchaser of the related Interval has immediate
                    access to a Unit of the type specified in such Purchaser's
                    Interval Lease Contract, which Interval and related Unit
                    have been completed, developed and furnished in accordance
                    with the specifications provided in the Purchaser's Interval
                    Lease Contract, the public offering statement (if any) and
                    the other Timeshare Documents; and the Purchaser has,
                    subject to the terms of the Declaration, Interval Lease
                    Contract and other Timeshare Documents, complete and
                    unrestricted access to the related Interval, Unit,
                    Facilities and the Resorts;

                    (xiv) neither the Purchaser of the related Interval nor any
                    other maker of the Note Receivable is an Affiliate of,
                    personally related to or employed by Borrower;

                    (xv) the Purchaser or other obligor has no claim against
                    Borrower or any Affiliate of Borrower, and no defense,
                    set-off or counterclaim exists with respect to the Note
                    Receivable;

                    (xvi) the maximum outstanding principal balance of such Note
                    Receivable does not exceed US$25,000.00 (or the equivalent
                    in Mexican Nuevos Pesos or Mexican UDIs at the time of the
                    Advance with respect to such Note Receivable), and the total
                    principal balance of all Notes Receivable executed by any
                    one (1) obligor will not exceed US$25,000.00 (or the
                    equivalent in Mexican Nuevos Pesos or Mexican UDIs at the
                    time of the Advance with respect to such Note Receivable),
                    without the prior written approval of Lender;


                                       12

<PAGE>
                    (xvii) the Note Receivable is executed by a Mexican
                    resident; provided, however, that Notes Receivable executed
                    by United States residents shall be considered as Eligible
                    Notes Receivable so long as (a) Borrower has obtained the
                    written consent of FINOVA which is acceptable to Lender, and
                    (b) Borrower has executed all necessary agreements in
                    relation to such United States consumers including, but not
                    limited to, portfolio interest trust agreements;

                    (xviii) the original of the Note Receivable and all related
                    consumer documents have been endorsed in the manner
                    prescribed by Lender and delivered to Lender or its Agent as
                    provided in this Agreement, and the terms thereof and all
                    instruments related thereto shall comply in all respects
                    with all applicable federal and state statutes, ordinances,
                    rules and regulations;

                    (xix) the Unit in which the Interval being financed by the
                    Note Receivable is located shall not be subject to any Lien
                    which has not previously been consented to in writing by
                    Lender other than the Permitted FINOVA Liens;

                    (xx) the form of promissory note, federal truth-in-lending
                    disclosure statement, if any, or other applicable
                    disclosure, purchase contract and all other documents and
                    instruments corresponding to the Interval purchase
                    transaction giving rise to such Note Receivable has been
                    approved in advance by Lender in writing;

                    (xxi) the Purchaser (a) is entitled to fifty (50)
                    consecutive years of use (commencing in 1997) in a specific
                    Unit type during a specified season at one of the four
                    locations of the Resorts each year expiring in the year
                    2047, which right shall be exercised for a seven (7) day
                    period each year for such fifty (50) year term, or (b) is
                    entitled to twenty-five (25) biennual years of use
                    (commencing in 1997) in a specific Unit type during a
                    specified season at one of the four locations of the Resorts
                    expiring in the year 2047, which shall be exercised for a
                    seven (7) day period every alternate year for such term;

                    (xxii) the Purchaser may not accelerate their usage in the
                    Resorts (provided, however, that certain Purchasers may
                    accelerate their usage by a maximum of one (1) week per
                    year, provided that such Purchasers pay all additional


                                       13

<PAGE>
                    maintenance  fees and any and all other fees related to such
                    accelerated usage);

                    (xxiii) the Note Receivable is originated in connection with
                    an Interval Lease Contract and Borrower has provided and/or
                    caused all interest or lienholders which have mortgages
                    encumbering the Resorts or other agreements or amendments to
                    their respective security documents which expressly state to
                    Lender's satisfaction that such interest or lienholder may
                    not disturb the use rights of any Purchaser pursuant to such
                    Purchaser's Interval Lease Contract for so long as Purchaser
                    is not in default pursuant to the terms of such Interval
                    Lease Contract;

                    (xxiv) Lender is in possession of the executed original
                    Notes Receivable endorsed by Borrower to Lender, along with
                    the executed original Interval Lease Contracts corresponding
                    to such Notes Receivable;

                    (xxv) the Note Receivable is originated in connection with a
                    related Interval Lease Contract whereby Land Trustee under a
                    Mexican guaranty trust satisfactory to Lender holds legal
                    title to each of the Resorts on behalf of CR Cabos, CR
                    Cancun, or CR Puerto Vallarta, together with CR Remainder
                    (as to the remainder interest in each of the Resorts
                    commencing under the FINOVA Mortgages in the year 2047) and
                    whereby non-disturbance provisions for the continued use and
                    enjoyment by the Interval Purchasers of the Resorts and
                    Facilities are in a form and substance acceptable to Lender;
                    and

                    (xxvi) any and all release payments required under the
                    inventory component of the FINOVA Loan pertaining to the
                    Interval related to such Note Receivable, specifically
                    including the "Interval Sales Payment" as such term is
                    defined in the FINOVA Loan Agreement, have been paid in full
                    by Borrower.

     5. Guaranty. Guarantor shall, concurrently with the execution and delivery
of this Third Modification Agreement, execute and deliver to Lender a Third
Amended and Restated Payment Guaranty and Subordination Agreement (hereinafter
the "Third Amended Guaranty Agreement"). Said Third Amended Guaranty Agreement
shall replace and supersede in their entirety the original Payment Guaranty and
Subordination Agreement dated as of November 23, 1999, executed by Guarantor in
favor of Lender,


                                       14
<PAGE>
the Amended and Restated Payment Guaranty and Subordination Agreement dated as
of November 20, 2000, executed by Guarantor in favor of Lender and the Second
Amended and Restated Payment Guaranty and Subordination Agreement dated as of
December 29, 2000, executed by Guarantor in favor of Lender. Upon execution and
delivery by Guarantor to Lender of the Third Amended Guaranty Agreement, Lender
shall return to the Guarantor, the original Payment Guaranty and Subordination
Agreement, the Amended and Restated Payment Guaranty and Subordination Agreement
and the Second Amended and Restated Payment Guaranty and Subordination Agreement
marked "Canceled and Satisfied." In accordance with the foregoing, Section
1.1(qq) of the Loan Agreement, Section 7 of the First Modification Agreement,
and Section 6 of the Second Modification Agreement are hereby deleted in their
entirety and replaced by the following:

               (qq) Guaranty. The Third Amended and Restated Payment Guaranty
                    and Subordination Agreement dated as of September 28, 2001,
                    executed by Guarantor, and delivered to Lender concurrently
                    with the Third Modification Agreement. The Guaranty shall be
                    the absolute and unconditional guaranty of payment and
                    performance of the Loan and all amounts secured by or under
                    the Loan Documents, as more fully set forth in this Third
                    Modification Agreement, in the Loan Agreement, in the First
                    Modification Agreement and in the Second Modification
                    Agreement.

     6. Interest  Rate.  Section  1.1(xx) of the Loan Agreement and Section 7 of
the Second  Modification  Agreement  are hereby  deleted in their  entirety  and
replaced with the following:

               (xx) Interest Rate. (i) with respect to Tranche A of the Loan, a
                    variable rate, adjusted as of the first day of each calendar
                    month, equal to the sum of the Prime Rate as of the first
                    day of each calendar month, plus two percent (2.00%) per
                    annum, (ii) with respect to Tranche B of the Loan, a
                    variable rate, adjusted as of the first day of each calendar
                    month, equal to the sum of the Prime Rate as of the first
                    day of each calendar month, plus two and three-quarters
                    percent (2.75%) per annum, and (iii) (i) with respect to
                    Tranche C of the Loan, a variable rate, adjusted as of the
                    first day of each calendar month, equal to the sum of the
                    Prime Rate as of the first day of each calendar month, plus
                    two percent (2.00%) per annum.

     7. Loan.  Section  1.1(ddd) of the Loan  Agreement,  Section 8 of the First
Modification  Agreement and Section 8 of the Second  Modification  Agreement are
hereby deleted in their entirety and replaced by the following:

               (ddd)Loan. The Loan in the maximum aggregate amount of
                    US$22,357,000 shall consist of the following three separate
                    tranches, (i) the maximum US$13,000,000.00 credit facility,
                    as further described in the Loan Agreement, as modified by
                    the First Modification Agreement, the Second Modification
                    Agreement and

                                       15

<PAGE>
                    the Third Modification Agreement ("Tranche A"), (ii) the
                    maximum US$5,000,000.00 credit facility provided pursuant to
                    the terms of the Second Modification Agreement, as modified
                    by the Third Modification Agreement ("Tranche B"), and (iii)
                    the maximum US$4,357,000.00 credit facility provided
                    pursuant to the terms of the Third Modification Agreement
                    ("Tranche C").

     8. Note Receivable Promissory Note. Section 1.1(ooo) of the Loan Agreement,
Section 9 of the  First  Modification  Agreement  and  Section  9 of the  Second
Modification  Agreement are hereby deleted in their entirety and replaced by the
following:

               (ooo)Note Receivable Promissory Note. The Third Amended and
                    Restated Note Receivable Promissory Note evidencing the Loan
                    executed and delivered by Borrower and Guarantor to Lender
                    concurrently with the Third Modification Agreement.

          9. Textron  Mortgages.  Section  1.1(uuuu) of the Loan  Agreement  and
     Section 13 of the Second Modification Agreement are hereby deleted in their
     entirety and replaced with the following:

               (uuuu) Textron Mortgages. Collectively, four separate properly
                    recorded and perfected mortgages delivered by Borrower in
                    favor of Lender securing the Loan and encumbering the Resort
                    Property and all Improvements (including the Units, all
                    Interval Lease Contracts and, to the greatest extent
                    permitted under United States and Mexican law, all Unsold
                    Intervals) constructed or to be constructed thereon, subject
                    only to the Permitted Liens and Encumbrances. The Textron
                    Mortgages shall be of a second priority and exclusive (with
                    the exception of the FINOVA Mortgages) as to the Resort
                    Property (including all possible future phases, all
                    amenities, improvements and fixtures now or hereafter
                    located on the Resort Property, and all easements and other
                    rights appurtenant to the Resort Property now existing or to
                    be constructed or renovated) and the Improvements. In
                    accordance with Mexican law, Textron's Mortgages shall be
                    perfected by recording amendments to the existing guaranty
                    Trust Agreements which establish the FINOVA Mortgages in
                    order to add Lender as the second beneficiary in guaranty as
                    to each of the Resorts, with FINOVA remaining as the first
                    beneficiary in guaranty as to each of the Resorts. The
                    documents establishing the guaranty Trust Agreements shall
                    be amended under terms acceptable to Lender, the trustee of
                    the guaranty Trust Agreements (the "Land Trustee") shall be
                    a bank acceptable to Lender, and the Trust Agreements shall
                    be recorded with the Public Registries of Property in the
                    location of each of the Resorts. The four separate Trust
                    Agreements establishing the


                                       16

<PAGE>
                    Textron Mortgages shall be in the total aggregate amount of
                    US$22,357,000, with Trust Agreements encumbering the Club
                    Regina Resort at Cancun, Club Regina Resort at Puerto
                    Vallarta, Club Regina Resort at Los Cabos and Club Regina
                    Resort at Acapulco in the amounts of US$5,000,000,
                    US$5,000,000, US$3,000,000 and US$5,000,000, respectively.
                    The Trust Agreements shall each include an acknowledgement
                    by Borrower and FINOVA to Lender's rights in and to the
                    Resort Property and to Lender's rights to the Notes
                    Receivable and related Interval Lease Contracts and
                    Intervals to be financed by Lender pursuant to the terms of
                    this Agreement.

          10. Loan.  Section 2.1 of the Loan Agreement,  Section 11 of the First
     Modification  Agreement and Section 14 of the Second Modification Agreement
     are hereby deleted in their entirety and replaced with the following:

               2.1  Loan. Except as may be expressly set forth herein to the
                    contrary, all amounts of money set forth herein and in the
                    Loan Documents shall be in U.S. Dollars. Upon the terms and
                    subject to the conditions set forth in the Loan Agreement,
                    as modified by the First Modification Agreement, by the
                    Second Modification Agreement and by the Third Modification
                    Agreement, Lender shall advance to Borrower, and Borrower
                    may borrow, repay and reborrow, principal under the Loan to
                    be funded in a series of Advances during the initial full
                    twelve (12) month period following December 29, 2000 (the
                    "Revolving Credit Period") not to exceed an outstanding
                    balance of the lesser of US$22,357,000 or the Borrowing
                    Base. In accordance with the provisions of Section 4.2(c)(v)
                    and Section 4.2(c)(vi) of the Loan Agreement, Advances would
                    be made in increments of at least US$50,000 but not more
                    often than twice a month. As more fully set forth in Section
                    6.11 of the Loan Agreement, the proceeds of the Loan will be
                    disbursed by Lender solely to pay for Loan Costs (as such
                    term is defined in the Commitment), to Borrower for
                    amortization (principal or interest) of mortgage and
                    non-mortgage debt owed by Borrower or by any Affiliates of
                    Borrower and for sales, marketing, working capital, project
                    development and administrative expenses incurred in the
                    operations for the Resorts, and for future expansion of
                    timeshare development in accordance with plans and
                    projections acceptable to Lender (provided, however, that
                    the use of the proceeds of the Loan for such expansion shall
                    not adversely affect the operations of any of the Resorts).

                    The maximum Loan amount (exclusive of accrued but unpaid
                    interest) which may be outstanding at any time under the
                    Loan Agreement, as modified by the


                                       17

<PAGE>
                    First Modification Agreement, by the Second Modification
                    Agreement and by the Third Modification Agreement, shall not
                    exceed US$22,357,000, with a maximum of US$13,000,000 under
                    Tranche A, a maximum of US$5,000,000 under Tranche B, and a
                    maximum of $4,357,000 under Tranche C, and Lender shall have
                    no obligation whatsoever to make any Advance which would
                    cause the aggregate outstanding principal balances of the
                    Loan to exceed US$22,357,000. In the event that the proceeds
                    of the Loan and any other amounts required to be paid by
                    Borrower hereunder are insufficient to fully pay all costs
                    as contemplated hereunder such proceeds will be applied, or
                    if the use of the Loan proceeds varies materially (as
                    determined reasonably and in good faith by Lender) from the
                    uses described herein, then Lender shall have no obligation
                    to fund (or continue funding) the Loan or any portion
                    thereof; provided, however, that, Borrower shall be
                    permitted to provide from its own funds an amount sufficient
                    to cover that portion of the Loan proceeds used for uses
                    materially varying from the uses described herein.

     11. Form Request for Advance. Exhibit F to the Loan Agreement and Exhibit F
to the Second Modification Agreement are hereby deleted in their entirety and
replaced and superceded by Exhibit F attached hereto and incorporated herein by
this reference.

     12. Cross-Collateralization and Default. Section 3.7 of the Loan Agreement,
Section 13 of the First Modification Agreement and Section16 of the Second
Modification Agreement are hereby deleted in their entirety and replaced with
the following:

               3.7 Cross-Collateralization and Default. The Collateral
          including, but not limited to, the Acapulco Mortgage (as defined
          below), shall secure all of the Obligations. All Liens, pledges,
          assignments, mortgages, security interests and collateral granted by
          any Borrower entity, Guarantor or any Affiliate of any Borrower entity
          or Guarantor to or for the benefit of Lender pursuant hereto or any
          other related documents or instruments shall also secure the
          Obligations. In addition, all other loans of any type made by Lender
          to any Borrower entity, Guarantor, or any Affiliate of any Borrower
          entity or Guarantor shall be cross-collateralized and cross-defaulted.
          Notwithstanding the foregoing, Borrower's failure to satisfy any and
          all payments required of Borrower pursuant to the terms of the
          Sublease Agreement and the Tri-Party Agreement shall constitute an
          Event of Default under the Loan.

     13. Expenses. Contemporaneously with the first Advance of the Loan that
occurs on or after the Third Modification Closing Date (but in no event later
than sixty (60) days following the Third Modification Closing Date), Borrower
shall pay all costs and expenses related to the negotiation, documentation, and
closing of the subject Loan


                                       18

<PAGE>
modification transaction, including but not limited to the costs of title
updates, recording and search fees, Lender's attorneys' fees, and all travel and
other out-of-pocket expenses reasonably incurred by Lender in connection
therewith.

     14. Cooperation; Other Documents and Actions. Borrower and the Guarantor
agree to cooperate in good faith with Lender by executing, acknowledging, and/or
delivering to Lender such other amendments to the Loan Documents and such title
and legal opinions, and other documents and information, and by taking all such
other actions, as Lender may request, in its sole discretion, in order properly
to document and otherwise effectuate the subject Loan modification transaction.

     15. Special  Advance.  Lender's initial Advance under Tranche C of the Loan
pursuant  to the terms of this Third  Modification  Agreement  is subject to the
following conditions:

          a. The executed amendment to the FINOVA Mortgage presently encumbering
     the Club Regina Resort at Acapulco whereby Lender has been added as second
     beneficiary in guaranty (the "Acapulco Mortgage") shall be recorded in the
     appropriate real property records by no late than October 15, 2001.

          b. Final lender's title insurance policy acceptable to Lender for the
     Club Regina Resort at Acapulco by no later than October 15, 2001.

          c. Execute amendment to pledge on Pledged Notes Receivable to
     incorporate Tranche C of the Loan by no later than October 15, 2001.

          d. Establish  separate Mexican lockbox  agreement for Tranche C of the
     Loan by no later than by no later than October 15, 2001 .

     16. Additional Collateral and Promissory Notes.


          a. Additional Collateral. By executing this Third Modification
     Agreement, Borrower and Guarantor acknowledge and agree that in the event
     Lender obtains information which establishes that Lender's security
     interests as second beneficiary in guaranty under the FINOVA Mortgages have
     decreased in value or are otherwise disputable, Lender reserves the right
     to obtain a security interest from Borrower and Guarantor in additional
     collateral, including an assignment of Borrower's beneficial interest under
     the FINOVA Mortgages, provided, however, that Lender shall act reasonably
     in the designation of such additional collateral and the grant of a
     security interest in such additional collateral will not cause an undue
     financial burden for Borrower or Guarantor.

          b. Promissory Notes. By executing this Third  Modification  Agreement,
     Borrower and Guarantor  acknowledge  and agree that Lender has reserved the
     right to require  Borrower and Guarantor to execute  additional  promissory
     notes  (either  in the  form  of  the  Second  Amended  and  Restated  Note
     Receivable  Promissory  Note or in the


                                       19

<PAGE>
form of a promissory note with dual jurisdiction enforceable in the United
States and Mexico) in order to evidence Borrower's and Guarantor's obligations
to Lender under each of the FINOVA Mortgages through which Lender has obtained a
second beneficial interest in guaranty.

     17. Authority.


          a. As of the Third Modification Closing Date, each Borrower entity (a)
     is a Mexican limited responsibility corporation with variable capital duly
     registered, validly existing and in good standing under the laws of Mexico
     and duly licensed or qualified under the laws of each jurisdiction in which
     the character or location of the properties owned by it or the business
     transacted by it requires licensing and qualification, and (b) has all
     requisite power, corporate or otherwise, to conduct its business and to
     execute and deliver, and to perform its obligations under, the Loan
     Documents.

          b. The execution, delivery, and performance by each Borrower entity of
     this Third Modification Agreement and all documents and instruments
     executed by Borrower contemporaneously herewith have been duly authorized
     by all necessary corporate action by Borrower and do not and will not (i)
     violate any provision of the Memorandum and Articles of Incorporation of
     any Borrower entity, or any contract, agreement, statute, ordinance, rule,
     regulation, order, writ, judgment, injunction, decree, determination, or
     award presently in effect to which any Borrower is a party or is subject;
     (ii) result in, or require the creation or imposition of, any Lien upon or
     with respect to any asset of any Borrower other than Liens in favor of
     Lender; or (iii) result in a breach of, or constitute a default by any
     Borrower under, any indenture, loan, or credit agreement or any other
     contract, agreement, document, instrument, or certificate to which Borrower
     is a party or by which it or any of its assets are bound or affected.

          c. As of the Third Modification Closing Date, Guarantor (a) is a
     Nevada corporation duly formed, registered, validly existing and in good
     standing under the laws of Nevada and the United States and duly licensed
     or qualified under the laws of each jurisdiction in which the character or
     location of the properties owned by it or the business transacted by it
     requires licensing and qualifications, and (b) has all requisite power,
     corporate or otherwise, to conduct its business and to execute and deliver,
     and to perform its obligations under, the Loan Documents.

          d. The execution, delivery, and performance by Guarantor of this Third
     Modification  Agreement  and all  documents  and  instruments  executed  by
     Guarantor  contemporaneously  herewith  have  been duly


                                       20

<PAGE>
     authorized by all necessary corporate actions by Guarantor and do not and
     will not (i) violate any provision of the Articles or By-Laws of Guarantor,
     or any contract, agreement, statute, ordinance, rule, regulation, order,
     writ, judgment, injunction, decree, determination, or award presently in
     effect to which Guarantor is a party or is subject; (ii) result in, or
     require the creation or imposition of, any Lien upon or with respect to any
     asset of Guarantor other than Liens in favor of Lender; or (iii) result in
     a breach of, or constitute a default by Guarantor under, any indenture,
     loan, or credit agreement or any other contract, agreement, document,
     instrument, or certificate to which Guarantor are a party or by which they
     or any of their assets are bound or affected.

          e. No approval, authorization, order, license, permit, franchise, or
     consent of, or registration (with the exception of the registration of the
     Textron Mortgages), declaration, qualification, or filing with, any
     governmental authority or other Person is required in connection with the
     execution, delivery, and performance by Borrower or Guarantor of the Loan
     Agreement, as modified hereby, or any of the other Loan Documents.

          f. This Third Modification Agreement and the other Loan Documents
     constitute legal, valid and binding obligations of Borrower and Guarantor,
     enforceable against Borrower and Guarantor in accordance with their
     respective terms.

     18. Miscellaneous.


          a. No Other Changes. Except as expressly set forth herein, each and
     every term, provision, and condition contained in the Loan Agreement, in
     the First Modification Agreement and in the Second Modification Agreement
     including all exhibits and schedules thereto and all of Lender's rights and
     remedies thereunder, shall remain unchanged and in full force and effect
     following the Third Modification Closing Date. In the event of any conflict
     between the provisions hereof and those contained in the Loan Agreement,
     the First Modification Agreement, the Second Modification Agreement or any
     of the other Loan Documents, the provisions hereof shall govern and control
     the parties' respective rights and obligations with respect to the Loan.

          b. Ratification. Borrower and the Guarantor hereby ratify and reaffirm
     as of the date hereof all covenants, conditions, provisions,
     representations, and warranties made or contained in the Loan Agreement,
     the First Modification Agreement, the Second Modification Agreement or any
     of the other Loan Documents, agree, except as expressly provided herein or
     in the Third Amended Guaranty Agreement to the contrary, to be legally
     bound thereby and to comply fully therewith, and acknowledge Lender's right
     to enforce such Loan Agreement, the First Modification Agreement,


                                       21

<PAGE>
     the Second Modification Agreement and other Loan Documents in accordance
     with the term, provisions, and conditions thereof.

          c. Counterparts.  This Third Modification Agreement may be executed in
     identical  counterparts,  each of which shall be deemed an original for any
     and all purposes and all of which,  collectively,  shall constitute one and
     the same instrument.

          d. No Defaults. Borrower and the Guarantor hereby acknowledge and
     represent that Lender has complied fully with all of its obligations under
     the Loan Agreement, the First Modification Agreement, the Second
     Modification Agreement and the other Loan Documents through the date hereof
     and is not currently in default thereunder.

                   [REMAINDER OF PAGE INTENTIONALLYLEFT BLANK
                       SIGNATURES BEGIN ON FOLLOWING PAGE]



                                       22
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third Modification
Agreement to be duly executed and delivered as of the date first above written.

                                    BORROWER:
WITNESS:                          CR RESORTS CANCUN, S. DE R.L. DE C.V.,
                                  a Mexican limited responsibility corporation
                                  with variable capital



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                     [SEAL]

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



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                      [SEAL]

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



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                       [SEAL]


                                       23
<PAGE>

WITNESS:                            CORPORACION MEXITUR, S. DE R.L. DE
                                    C.V., a Mexican limited responsibility
                                    corporation with variable capital



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                   [SEAL]

WITNESS:                          CR RESORTS CANCUN TIMESHARE
                                  TRUST, S. DE R.L. DE C.V., a Mexican limited
                                  responsibility corporation with variable
                                     capital


____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                    [SEAL]

WITNESS:                          CR RESORTS CABOS TIMESHARE TRUST,
                                  S. DE R.L. DE C.V., a Mexican limited
                                  responsibility corporation with variable
                                     capital


____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                    [SEAL]

WITNESS:                          CR RESORTS PUERTO VALLARTA
                                  TIMESHARE TRUST S. DE R.L. DE C.V., a
                                  Mexican limited responsibility corporation
                                  with variable capital



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                 [SEAL]


                                       24
<PAGE>


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



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                 [SEAL]

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



____________________________        By:__________________________________
Witness                                     Name:
                                      Its:
                                                                  [SEAL]

LENDER:
                                  TEXTRON FINANCIAL CORPORATION, a
                                  Delaware corporation



____________________________        By: ________________________________
Witness                                     Name:
                                      Its:
                                                                    [SEAL]

GUARANTOR:

                                  RAINTREE RESORTS INTERNATIONAL,
                                  INC., a Nevada corporation



____________________________        By: _______________________________
Witness                                     Name:
                                      Its:
                                                                    [SEAL]


                                       25
<PAGE>



                                    EXHIBIT F

                    FORM OF REQUEST FOR ADVANCE (RECEIVABLES)





                                       26