THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT

     THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (the "Amendment") is
made effective as of September 28, 2001, by and between TEXTRON FINANCIAL
CORPORATION, a Delaware corporation ("Lender"), ROYALE MIRAGE PARTNERS, L.P., a
California limited partnership ("Borrower") and RAINTREE NORTH AMERICA RESORTS,
INC., a Texas corporation ("Raintree").

                                   BACKGROUND

     A. Pursuant to the terms of a certain Loan and Security Agreement between
Lender and Borrower dated October 20, 1999, as amended by (i) that certain First
Amendment to Loan and Security Agreement dated March 31, 2000, and (ii) that
certain Second Amendment to Loan and Security Agreement dated December 11, 2000
(as amended, the "Loan Agreement"), Borrower requested and Lender agreed, inter
alia, to extend to Borrower certain credit facilities, subject to the terms and
conditions set forth therein, up to a maximum aggregate amount of
$28,000,000.00.

     B.  Borrower has  requested and Lender has agreed to amend the terms of the
Loan Agreement in accordance with the terms and conditions of this Amendment.

     C. All  capitalized  terms not  defined  in this  Amendment  shall have the
meanings set forth in the Loan Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and for other good and valuable consideration, the
receipt and adequacy of which are acknowledged, the parties to this Amendment,
intending to be legally bound hereby, agree as follows:

     1. Obligations of Borrower and Raintree. Pursuant to the terms of the
Management Agreement, Raintree has assumed the authority and responsibility for
and is performing all matters in connection with the Project Development and
Operation (as such term is defined in the Management Agreement) and full control
of and full financial and other responsibility for the Project (as such terms
are defined in the Management Agreement), including without limitation, the
performance of and compliance with all terms and covenants of the Textron Loan
and other Project Loans (as such terms are defined in the Management Agreement).
Raintree covenants and agrees to perform on behalf of Borrower all of Borrower's
obligations hereunder and under the Loan Documents related to the Receivables
Loan and further agrees that all references to Borrower herein and under the
Loan Documents shall be deemed to be a reference to and an obligation of
Raintree as if Raintree was the original borrower thereunder, provided that such
reference or obligation relates to the Receivables Loan. For purposes of
clarification,

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Raintree's obligations hereunder and under the Loan Documents related to the
Development Loan shall be as provided for under the Management Agreement and
Raintree shall not be construed to have assumed the obligations and liabilities
of Borrower with respect to the Development Loan unless otherwise expressly
provided for under the Management Agreement. At the request of Lender, Raintree
will execute and deliver to Lender an Amended and Restated Receivables Loan
Note, in form and content acceptable to Lender, evidencing Raintree's
obligations to Lender under the Receivables Loan.

     2.  Additional  Defined  Terms.  The  following  terms  shall  be  added as
additional defined terms to Section 1.1 of the Loan Agreement:

     "Affiliation  Agreement.  That certain  Raintree  Vacation Club Affiliation
     Agreement among Raintree Vacation Exchange LLC,  Raintree,  VOI Association
     and RCI Management, Inc. dated effective September 28, 2001.

     Joint Operating  Agreement.  That certain Joint  Operating  Agreement among
     Club  Regina,  S.A.  de C.V.  and  Raintree  Vacation  Exchange  LLC  dated
     effective September 28, 2001.

     Master Collateral Assignment. An assignment in recordable form executed by
     Raintree in favor of Lender, a specimen form of which is attached hereto as
     Exhibit A, evidencing the assignment by Raintree of all Pledged Notes
     Receivable and related Vacation Ownership Interests.

     Mexican UDIs. Mexican Unidades de Inversion.

     Records Management  Agreement.  That certain Records  Management  Agreement
     among BNY Western Trust Company, Resort Communications,  Inc., Raintree and
     the VOI Association dated effective September 28, 2001.

     Royale  Mirage.   Royale  Mirage  Partners,   L.P.,  a  California  limited
     partnership.

     Tri-Party  Agreement.  That certain  Agreement  among Lender,  Raintree and
     Raintree Vacation Exchange, LLC.

     Trust Agreement. That certain Declaration of Covenants, Conditions and
     Restrictions and First Amended and Restated Agreement of Trust (Cimarron
     Trust) dated effective September 28, 2001 among Raintree North America
     Resorts, Inc., as First Beneficiary or Developer, BNY Western Trust
     Company, as successor in interest to U.S. Trust Company, National
     Association, as Trustee, and Cimarron Beneficial Interest Owners
     Association, as Association, as such agreement may be amended, restated or
     modified from time to time, pursuant to which the Trustee holds legal title
     to the Trust Property, as defined therein."

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     3. Deleted Terms and Sections.  The following  defined terms in Section 1.1
of the Loan  Agreement  and the  following  Sections  and  Articles  of the Loan
Agreement  shall be and are hereby  deleted and shall be of no further  force or
effect in the Agreement:

          3.1 Deleted  Defined Terms.  The deleted  defined terms are as follows
     "Assigned Mortgage",  "VOI Declaration" "High Season", "Low Season",  "Peak
     Season", "Shoulder Season", "Eligible Pre-C.O. Note Receivable",  "Pre-C.O.
     Borrowing Base", "Pre-C.O. Portion", and "Pre-C.O. Portion Draw Period".

          3.2 Deleted  Sections.  The deleted Sections are as follows:  Sections
     2.2, 7.46, 11.5, 11.6, 11.19, 16.1, 16.4, 16.17, 16.21, 16.22 and 16.25.

          3.3 Deleted Articles. The deleted Articles are as follows: Article 10.

          3.4 Assignment of Notes Receivables and Mortgages. In addition, all
     references to the defined term, "Assignment of Notes Receivable and
     Mortgages" will be amended and replaced with the defined term "Master
     Collateral Assignment" or the "Short Form" assignment, as defined therein .

     4. Amended Defined Terms. The following  defined terms set forth in Section
1.1 of the  Loan  Agreement  shall be and are  hereby  amended  to read,  in its
entirety, as follows:

     "Borrowing  Base.  The  Borrowing  Base  will be equal  to the  Receivables
     Borrowing Base"

     "Eligible Notes  Receivable.  Those Pledged Notes  Receivable which satisfy
     each of the following criteria:

          (i) Raintree is the sole payee;

          (ii) it arises  from a bona fide sale by  Raintree  of one (1) or more
          Vacation Ownership Interests in the Resort;

          (iii) the Vacation Ownership Interest 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 Vacation
          Ownership Interest 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 Master Collateral Assignment
          or Short

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          Form Assignment and properly executed Vacation Owner Documents,
          together with UCC-1 Financing Statements, if required by Lender, and
          such sale has been properly recorded in accordance with the terms of
          the Records Management Agreement;

          (v) principal and interest payments on it are payable to Raintree in
          legal tender of the United States, provided however, that (a) up to
          twenty percent (20%) by number of all Eligible Notes Receivable may be
          payable in Mexican Nuevos Pesos, (b) up to forty percent (40%) by
          number of all Eligible Notes Receivable may be payable in Mexican
          UDIs, and (c) up to $11,600,000 of the aggregate outstanding principal
          balance of all Eligible Notes Receivable may, at any time, be
          comprised of Notes Receivable payable in Mexican UDIs;

          (vi) payments of principal and interest on it are due in equal monthly
          installments (or in such other amounts to fully cover principal and
          interest over the stated term of the Pledged Note Receivable);

          (vii) the Purchaser has made a minimum of (a) one payment under the
          terms of the Pledged Note Receivable payable in U.S. Dollars or
          Mexican Nuevos Pesos, and (b) three payments under the terms of the
          Pledged Note Receivable payable in Mexican UDIs;

          (viii) it shall have an original term of no more than sixty (60)
          months, payable in equal monthly installments of principal and
          interest (or in such other amounts to fully cover principal and
          interest over the stated term of the Pledged Note Receivable);
          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
          more than sixty (60) months, but not 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 ten percent (10%) of
          the original purchase price of the related Vacation Ownership
          Interest, 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 ten percent (10%) of the total purchase price; (x) 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 initial Advance under the Receivables Loan with respect
          to such Pledged Note Receivable, or more than sixty (60) days
          contractually past due thereafter;

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          Form Assignment and properly executed Vacation Owner Documents,
          together with UCC-1 Financing Statements, if required by Lender, and
          such sale has been properly recorded in accordance with the terms of
          the Records Management Agreement;

          (v) principal and interest payments on it are payable to Raintree in
          legal tender of the United States, provided however, that (a) up to
          twenty percent (20%) by number of all Eligible Notes Receivable may be
          payable in Mexican Nuevos Pesos, (b) up to forty percent (40%) by
          number of all Eligible Notes Receivable may be payable in Mexican
          UDIs, and (c) up to $11,600,000 of the aggregate outstanding principal
          balance of all Eligible Notes Receivable may, at any time, be
          comprised of Notes Receivable payable in Mexican UDIs;

          (vi) payments of principal and interest on it are due in equal monthly
          installments (or in such other amounts to fully cover principal and
          interest over the stated term of the Pledged Note Receivable);

          (vii) the Purchaser has made a minimum of (a) one payment under the
          terms of the Pledged Note Receivable payable in U.S. Dollars or
          Mexican Nuevos Pesos, and (b) three payments under the terms of the
          Pledged Note Receivable payable in Mexican UDIs;

          (viii) it shall have an original term of no more than sixty (60)
          months, payable in equal monthly installments of principal and
          interest (or in such other amounts to fully cover principal and
          interest over the stated term of the Pledged Note Receivable);
          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
          more than sixty (60) months, but not 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 ten percent (10%) of
          the original purchase price of the related Vacation Ownership
          Interest, 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 ten percent (10%) of the total purchase price;

          (x) 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 initial Advance under the Receivables Loan
          with respect to such Pledged Note Receivable, or more than sixty (60)
          days contractually past due thereafter;

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          (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 thirteen percent (13.0%) per annum;

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

          (xiii) the Purchaser of the related Vacation Ownership Interest has
          immediate use rights as specified in such Purchaser's Vacation Owner
          Documents, which Vacation Ownership Interest and related Units have
          been completed, developed and furnished in accordance with the
          specifications provided in the Purchaser's Vacation Owner Documents
          and the public offering statement (if any); and the Purchaser has,
          subject to the terms of the Declaration and Vacation Owner Documents,
          complete and unrestricted access to the related Vacation Ownership
          Interest, Units, Amenities, Common Areas and the Resort;

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

          (xv) to the best of Raintree's and Borrower's knowledge, the Purchaser
          or other obligor has no claim against Borrower or any Affiliate of
          Borrower, Raintree or any Affiliate of Raintree, 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 then equivalent in
          Mexican Nuevos Pesos or Mexican UDIs at the time of the Advance with
          respect to such Note Receivable), and total outstanding principal
          balance of all Notes Receivable executed by any one (1) obligor will
          not exceed US$50,000.00 (or the then 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;

          (xvii) (a) no more than seventy percent (70%) of the outstanding
          principal balance of all Eligible Notes Receivable may be executed by
          Mexican residents; provided however within such limitation, up to five
          percent (5%) of the outstanding principal balance of all Eligible
          Notes Receivable may be executed by non-Mexican, non- U.S. and
          non-Canadian residents; and (b) no less than thirty percent (30%) of
          the outstanding principal balance of all Eligible Notes Receivable may
          be executed by U.S. or Canadian residents, and (c) to the extent such
          outstanding principal balance of such Notes Receivable at any time
          exceeds such applicable limits, the excess amount of such Notes
          Receivable shall not

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          be considered Eligible Notes Receivables;

          (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 approved 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 Vacation Ownership Interest 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;

          (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 Vacation
          Ownership Interest purchase transaction giving rise to such Note
          Receivable has been approved in advance by Lender in writing;

          (xxi) the Purchaser (a) is entitled to forty-five (45) consecutive
          years of specific use rights (commencing in 2001) each year expiring
          in the year 2046, which right shall be exercised for a seven (7) day
          period each year for such forty-five (45) year term, or (b) is
          entitled to twenty-three (23) biennial years of specific use rights
          (commencing in 2001) expiring in the year 2046, 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 Resort
          (provided, however, that certain Purchasers may elect certain Bonus
          Use, as defined in the Trust Agreement, provided that such Purchasers
          pay all additional maintenance fees and any and all other fees related
          to such accelerated usage);

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

          (xxiv) Lender is in possession of the executed original Notes
          Receivable endorsed by Raintree to Lender, along with the executed
          original Vacation Owner Agreement corresponding to such Notes
          Receivable; and

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          (xxv) any and all release payments required under the Development Loan
          pertaining to the Vacation Ownership Interest related to such Note
          Receivable have been paid in full by Borrower or Raintree.

          "Exchange Company. Raintree Vacation Exchange, LLC for Club Regina and
          any other reputable timeshare exchange company, acceptable to Lender "

          "Manager. RCI Management, Inc. or any replacement manager or Affiliate
          of Raintree approved by Lender"

          "Receivables Borrowing Base. An amount equal to the sum of (i) eighty
          percent (80%) of the aggregate remaining principal balance of each
          Mexican Nuevos Peso denominated Eligible Note Receivable executed by a
          Mexican resident, plus (ii) eighty-five percent (85%) of the aggregate
          remaining principal balance of each U.S. Dollar denominated Eligible
          Note Receivable executed by a Mexican resident, plus (iii) fifty
          percent (50%) of the aggregate remaining principal balance of each
          Mexican UDIs denominated Eligible Note Receivable executed by a
          Mexican resident, plus (iv) ninety percent (90%) of the aggregate
          remaining principal balance of each U.S. Dollar denominated Eligible
          Note Receivable executed by a U.S. or Canadian resident."

          "Receivables Loan Maturity Date. November 1, 2004."

          "Vacation Ownership Interest. A Second Beneficial Interest, as such
          term is defined in the Trust Agreement, together with RVC Memberships,
          as such term is defined in the Tri-Party Agreement.

          "VOI Association.  Cimarron Beneficial Interest Owners Association,  a
          California non-profit mutual benefit corporation."

          " Vacation Owner Agreement. The Contract of Purchase-Sale of a
          Membership pursuant to which the First Beneficiary, as defined in the
          Trust Agreement, sells a Vacation Ownership Interests to Purchasers."

          " Vacation Owner  Documents.  A Vacation Owner Agreement and all other
          documents executed or delivered in connection therewith"

     5. Incentive Fee.  Section4.2 of the Loan Agreement  shall be and is hereby
amended to read, in its entirety, as follows:

          "4.2. Incentive Fee. Borrower agrees to pay to Lender an aggregate


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          incentive fee of $157,000 in Phase I and Phase II. Such Incentive Fee
          is fully earned by Lender and shall be due and payable as follows:

          (a)  $1,963.00  upon the sale,  transfer or  conveyance by Borrower or
               Raintree of any Unit into the Trust;

          (b)  If not sooner paid, the remaining balance of the Incentive Fee is
               due and payable upon the occurrence of an Event of Default.

          Notwithstanding the foregoing, in the event that Borrower or Raintree
          repays in full the Development Loan and no Event of Default has
          occurred, neither Borrower nor Raintree shall be required to pay any
          further Incentive Fee thereafter.

     6. Principal Payments. Section 5.1(b) of the Loan Agreement shall be and is
hereby amended to read, in its entirety, as follows:

          "(i). Principal. In addition to all other payments required under the
          Loan Documents, upon the sale, transfer or conveyance by Borrower or
          Raintree of any Unit into the Trust, Raintree shall make or cause the
          escrow or closing agent to make a principal reduction payment on the
          Development Loan in an amount equal to $289,952.00 per Unit (each, a
          "Release Payment" and collectively, the "Release Payments").

          The Release Payment may be adjusted by Lender at its discretion to
          provide that the Development Loan shall be paid in full upon the sale
          of 80% of the total Vacation Ownership Interests in Phase I and Phase
          II of the Project.

          (ii). In addition to paying such Release Payments, upon the sale,
          transfer or conveyance by Borrower or Raintree of any Unit into the
          Trust, Raintree shall also pay to Lender the Incentive Fee, as more
          particularly set forth in Section 4.2.

          (iii) Notwithstanding anything herein or elsewhere to the contrary,
          the aggregate principal reduction payments on the Development Loan
          received by Lender as Release Payments pursuant to Subsections
          5.1(b)(i) and 5.1(b)(ii) above must equal the following amounts as of
          the


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following dates:

         Date                                  Aggregate Principal Reductions
     November 1, 2001                                $6,000,000.00
     November 1, 2002                               $12,000,000.00
     November 1, 2003                               $18,200,000.00

          To the extent such payments have not been made as a result of the
     Release Payments, Borrower or Raintree shall make such payments from other
     funds on the date set forth above."

     7. Return of Notes Receivable. Section 6.11 of the Loan Agreement shall be
and is hereby amended to add that in the event that all Obligations under the
Loan Documents are fully satisfied, then within a reasonable time thereafter,
Lender shall endorse the Pledged Notes Receivable "Pay to the order of Raintree
North America Resorts, Inc., without recourse," and deliver such Pledged Notes
Receivable, together with any other nonrecourse reassignment documents requested
and prepared by Raintree, at Raintree's sole cost and expense.

     8. Developer  Subsidy.  Section 7.47 of the Loan Agreement  shall be and is
hereby amended to read, in its entirety, as follows:

          "7.47 Developer Subsidy. Prior to any Receivables Loan Advance, Lender
          shall have received evidence satisfactory to Lender that Raintree has
          agreed to pay any and all budget deficits of the Associations due and
          payable as of the date of such Receivables Loan Advance on terms and
          conditions acceptable to Lender."

     9.  Approvals.  Section 11.7 of the Loan  Agreement  shall be and is hereby
amended to read, in its entirety, as follows:

          "11.7 Approvals. Lender shall have received and approved evidence that
          (a) Borrower or Raintree has received the approval of all appropriate
          Governmental Agencies, including any applicable Mexican Governmental
          Agencies, for Raintree to offer the Units and Vacation Ownership
          Interests for sale; (b) Raintree has prepared and filed such documents
          necessary to annex the Units into the Trust; (c) Raintree has obtained
          such other approvals or permits necessary to create the Vacation
          Ownership


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          Interests and offer them for sale to the general public, including the
          manner of its public relations and advertising materials; (d) the
          Vacation Ownership Interests have been accepted into the exchange
          program managed by Raintree or its Affiliates; and (e) Borrower or
          Raintree has obtained any and all other applicable governmental
          permits, approvals, consents, licenses and certificates for the
          occupancy, and the intended use and operation of the Resort."

     10.  Permits.  Section 11.11 of the Loan  Agreement  shall be and is hereby
amended to read, in its entirety, as follows:

          "11.11. Permits. Lender shall have received and approved true, correct
          and complete copies of all applicable governmental permits, approvals,
          consents, licenses, and certificates for the establishment of the
          Resort as a condominium project in accordance with California law, the
          sale and marketing of Vacation Ownership Interests under Mexican law
          and for the occupancy and intended use and operation of the Resort
          under California and Mexican law, if applicable.

     11. Exchange  Program.  Section 11.17 of the Loan Agreement shall be and is
hereby amended to read, in its entirety, as follows:

          "11.17.  Exchange  Program.  Lender  shall have  received and approved
          evidence that the Vacation Ownership Interests have been accepted into
          the exchange program managed by the Exchange Company."

     12.  Sale  of  Vacation  Ownership  Interests.  Section  16.2  of the  Loan
Agreement shall be and is hereby amended to read, in its entirety, as follows:

          "16.2. Sale of Vacation Ownership Interests. With respect to the
          Project, Borrower and Raintree will sell or offer for sale Vacation
          Ownership Interests only in Phase I and Phase II. All sales will be
          made in compliance with all Legal Requirements, including any Legal
          Requirements under Mexican law. Before it sells or offers for sale
          Vacation Ownership Interests in any jurisdiction, Borrower or Raintree
          will promptly notify Lender and provide Lender with evidence
          satisfactory to Lender, that it has complied with all Legal
          Requirements of such jurisdiction governing its proposed conduct. The
          marketing, sale, offering for sale, rental, solicitation of Purchasers
          and financing of Vacation


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               Ownership Interests: (a) will not constitute the sale, or the
               offering for sale, of securities subject to the registration
               requirements of the Securities Act of 1933, as amended, or any
               other federal or state securities law applicable to such sale or
               offer for sale; (b) will not violate any land sales or consumer
               protection law, statute or regulation of the State or any other
               state or jurisdiction, including the country of Mexico, in which
               sales or solicitation activities occur; and (c) will not violate
               any consumer credit or usury statute of the State or any other
               state or jurisdiction, including the country of Mexico, in which
               sales or solicitation activities occur. All marketing and sales
               activities related to Vacation Ownership Interests are performed
               by Borrower or Raintree (or by a sales and marketing
               organization, acceptable to Lender, contracted with or employed
               by Borrower or Raintree), who is and shall remain properly
               licensed in accordance with Mexican and United States law and any
               other applicable laws.

     13. Indemnification of Lender. Raintree and Borrower, jointly and
severally, agree to indemnify and hold harmless the Indemnified Lender Parties
and to be bound by the indemnification provisions set forth in Section 17.22 of
the Loan Agreement; provided however, Raintree's obligations hereunder shall not
extend to any period prior to May 3, 2000, the effective date of the Management
Agreement. In addition, Raintree and Borrower agree that the indemnification
obligations set forth in Section 17.22 of the Loan Agreement shall also extend
to any and all liabilities, claims, demands, losses, damages, cost and expenses
related to Raintree's or Borrower's failure to perform its obligations under
this Amendment, including without limitation, the obligations of Borrower and/or
Raintree to timely satisfy the conditions set forth on Exhibit C attached
hereto.

     14. Notices and Information. Raintree agrees to provide to Lender such
notices and information as required under Sections 18.14 and 18.15 of the Loan
Agreement that otherwise would be delivered to Lender by the Borrower. Lender
agrees to provide to Raintree such notices and information as required under the
Loan Agreement that otherwise would be delivered to Borrower by the Lender.
Borrower consents to the delivery to Raintree of such notices and information.

     15.  Marketing/Sales.  Section 19.18 of the Loan Agreement  shall be and is
hereby amended to read, in its entirety, as follows:

          "19.18. Marketing/Sales. Without the prior written consent of Lender
          (which consent shall not be unreasonably withheld or delayed after
          delivery of all required due diligence, including without limitation,
          sales and marketing documents, applicable licensure, permits and
          approvals, opinions of counsel, etc. as required by Lender), Raintree
          will not market, attempt to sell or sell or permit any sales or
          attempted sales of any

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          Vacation Ownership Interests in the United States. All marketing and
          sales of Vacation Ownership Interests will only occur in Mexico and
          will comply with the applicable laws and regulatory requirements in
          Mexico with respect to the marketing and sales of Vacation Ownership
          Interests.

     16.  No  Pre-  C.O.  Advances.  Notwithstanding  anything  to the  contrary
contained in the Loan  Agreement,  Borrower,  Raintree and Lender agree that the
Lender  shall have no  obligation  to make any  Advances to  Borrower  under the
Receivables  Loan secured by and based upon Eligible Pre-C. O. Note  Receivables
and neither  Borrower nor Raintree shall request such Advances at any time after
the date hereof.  Borrower,  Raintree  and Lender  agree that the defined  terms
"Pre-C.O Borrowing Base", "Pre-C.O. Portion", "Pre-C.O. Portion Draw Period" and
"Eligible Pre- C.O. Note  Receivables"  as used in the Loan  Agreement  shall be
null and void and of no further force or effect.

     Except as provided on Schedule 1 attached hereto, Borrower and Raintree
covenant and agree that all Eligible Pre-C.O. Note Receivables have been
terminated or rescinded in accordance with the Legal Requirements and the
aggregate amount of all Advances made by Lender to Borrower or Raintree during
the Pre-C.O. Portion of the Receivables Loan will be deducted by Lender from the
initial Receivables Loan Advance to be made by Lender after the date hereof and
applied by Lender to repay Advances previously made by Lender to Borrower or
Raintree during the Pre-C.O. Portion of the Receivables Loan. Raintree and
Borrower further covenant and agree, jointly and severally, to indemnify and
hold harmless the Indemnified Lender Parties from any liabilities, claims,
demands, losses, damages, costs and expenses, actions or causes of actions of
any and every kind or nature whatsoever asserted against or incurred by any one
of them by reason of or arising out of or in any way related or attributable to
any Advances to Borrower under the Receivables Loan secured by and based upon
Eligible Pre- C.O. Note Receivables or any claims by Purchasers during the
Pre-C.O. Portion of the Receivables Loan.

     17. Additional Collateral. Borrower and Raintree acknowledge and agree that
the defined  term  "Collateral"  shall have such meaning as provided in the Loan
Agreement and the other Loan  Documents and shall be amended to further  include
the following:

          (i) A first priority assignment against and lien against the proceeds
          from the Vacation Owner Agreement executed by Purchasers in favor of
          Borrower encumbering the Vacation Ownership Interests financed by the
          Notes Receivable, including a first priority assignment of Raintree's
          rights (exercisable following the occurrence of, and solely during the
          continuance of, an Event of Default hereunder) to cancel such Vacation
          Owner Agreement and to re-sell (or cause the resale of) the Vacation
          Ownership Interests relating to such Vacation Owner Agreement; and

          (ii) All of Raintree's rights, title and interest (but not
          obligations) as a beneficiary under the Trust Agreement with respect
          to all matters related to or affecting all present and future



<PAGE>

-13-

          Vacation Owner Agreements and Vacation Ownership Interests assigned to
          Lender from time to time.

     18. Grant of Security Interest. To secure the payment and performance of
the Obligations, Borrower and Raintree unconditionally and irrevocably assign,
pledge and grant to Lender and ratify and confirm the prior assignment, pledge
and grant to Lender of a continuing first priority security interest in and to
the Collateral, as expanded as described in Section 17 above.

     19. Additional Reporting and Inventory Control. Raintree will deliver to
Lender on a monthly basis, or as otherwise more frequently requested by Lender,
a written sales report setting forth, among other things, (i) the sales made or
required to be made by Raintree during such period, (ii) any payments made to
Lender or other third parties in connection with such sales, (iii) that sales
made to Purchasers and Vacation Ownership Interests held by Raintree are
maintained at a 1.0 to 1.0 ratio, (iv) a reconciliation of membership percentage
to interval ownership, (v) a detailed itemization of Vacation Ownership
Interests sold during such period, and (vi) such other additional information or
reporting as may be requested by Lender. Such report shall be in form and
content acceptable to Lender and certified to be true and correct by the chief
financial officer of Raintree and include any necessary footnote clarifications.

     20. Assessments. Raintree will or will cause Raintree Vacation Exchange LLC
to segregate funds received from Purchasers and Members (as defined in the
Affiliation Agreement) to be applied to the payment of assessments, maintenance
fees or other operating expenses for the maintenance, repair and operation of
the Resort. Raintree will or will cause Raintree Vacation Exchange LLC to
deliver to Lender on a monthly basis, or as otherwise more frequently requested
by Lender, a written report detailing the amounts held in such segregated fund,
the budgeted and actual amounts of assessments, maintenance fees or other
operating expenses to be paid with such funds and such other information as may
be requested by Lender. Such report shall be in form and content acceptable to
Lender and certified to be true and correct by the chief financial officer of
Raintree.

     21. Escrow. At the request of Lender, Borrower and Raintree acknowledge and
agree that any and all payments from the sale of any Vacation Ownership
Interests received by Raintree or its agents and any assessments, maintenance
fees or other operating expenses for the maintenance, repair and operation of
the Resort collected by Borrower, Raintree or their agents and any other sums or
the proceeds thereof that constitute Collateral for the Obligations will be
forwarded to a lockbox maintained by Lender or for its account. At the request
of Lender, Borrower and Raintree will promptly execute such agreements or
documents as requested by Lender to evidence such agreement and will cause or
direct any Purchaser, Member, the VOI Association or any of Borrower's or
Raintree's agents to comply with such request.

     22. The Trust.  Borrower and Raintree  represent  and warrant to Lender and
covenant and agree with Lender as follows:


<PAGE>

-14-

          (a) Raintree will not amend or permit the amendment of the Trust
     Agreement without the prior written consent of the Lender. Borrower or
     Raintree will not enter into any new trust agreements in any way related to
     any Vacation Ownership Interest now or hereafter created without the prior
     written consent of the Lender. Borrower and Raintree will cause all Units
     and Vacation Ownership Interests to be conveyed to the Trustee, subject to
     the terms of the Trust Agreement.

          (b) In the event that the Trustee resigns or is replaced for any
     reason as Trustee under the Trust Agreement, Borrower and Raintree agree
     that they will provide the Lender with at least ten (10) days' prior
     written notice before any replacement trustee is appointed by Borrower or
     Raintree pursuant to the terms of the Trust Agreement. Borrower and
     Raintree agree that any such replacement trustee must be reasonably
     acceptable to the Lender.


          (c) Borrower and Raintree agree to take any and all actions necessary
     to prevent any lien (other than liens in favor of the Lender or the
     Permitted Exceptions) from attaching to the legal or equitable ownership
     interest in any Vacation Ownership Interest subject to the Trust Agreement.

          (d) Borrower or Raintree shall obtain and maintain or cause the
     Trustee to obtain and maintain a fidelity bond or similar insurance in
     form, content and amount reasonably acceptable to Lender insuring the
     Trustee from any and all liability in any way related to or arising out of
     the Trust Agreement or any matters related thereto or to any property held
     by the Trustee pursuant to the Trust Agreement.

          (e) As to each Vacation Ownership Interest covered by each Vacation
     Owner Agreement, the Trustee pursuant to the terms of the Trust Agreement
     will have good title to and lawful right and full authority to convey the
     Vacation Ownership Interest to the Purchaser thereof. Such Vacation
     Ownership Interests are not subject to any lien or encumbrance except the
     lien in favor of the Lender and Permitted Exceptions.

          23. Sale of Vacation Ownership Interests. Borrower and Raintree
     represent and warrant that the marketing, sale, offering for sale, rental,
     solicitation of Purchasers or, if applicable, lessees, and financing of
     Vacation Ownership Interests by Borrower or Raintree (i) do not constitute
     the sale, or the offering of sale, of securities subject to the
     registration or other requirements of the Securities Act of 1933, as
     amended, or any applicable United States or Mexican securities law; (ii) do
     not violate the Timeshare Act or any other statute, ordinance, rule or
     regulation of Mexico or any other state or jurisdiction in which sales or
     solicitation activities occur; and (iii) do not violate any consumer credit
     or usury statute of Mexico, the United States or any other state or
     jurisdiction in which a Purchaser resides or in which sales or solicitation
     activities occur. All marketing and sales activities related to Vacation
     Ownership Interests are performed by Borrower or Raintree (or by a sales
     and marketing organization, acceptable to


<PAGE>

-15-

Lender, contracted with or employed by Borrower or Raintree), who is and shall
remain properly licensed in accordance with Mexican and United States law and
any other applicable laws. If so required by applicable law, Raintree has
registered the Resort to permit sales of Vacation Ownership Interests pursuant
to applicable Mexican registration laws, and Borrower and Raintree have complied
with all laws of the jurisdictions governing their conduct. Before Borrower or
Raintree markets, offers for sale or sells Vacation Ownership Interests in any
other jurisdictions, Borrower and Raintree will promptly notify Lender and
provide Lender with evidence satisfactory to Lender that Borrower and Raintree
have complied with all laws of such jurisdiction governing their proposed
conduct.

     24. Registration Compliance. Borrower and Raintree shall at all times
maintain or cause to be maintained all necessary registrations, current filings,
consents, franchises, approvals, and exemption certificates, and Borrower and
Raintree will make or pay, or cause to be made or paid, all registrations,
declarations or fees with the applicable Mexican regulatory authorities and any
other governmental agencies or departments thereof, whether in Mexico or another
jurisdiction, required in connection with the Vacation Ownership Interests and
the occupancy, use and operation thereof, the incorporation of Units into the
timeshare plan established pursuant to the Declaration, and the sale,
advertising, marketing, and offering for sale of Vacation Ownership Interests.
All such registrations, filings and reports will be truthfully completed, and
true and complete copies of such registrations, applications, consents,
licenses, permits, franchises, approvals, exemption certificates, filings and
reports will be delivered to the Lender upon request. Borrower or Raintree shall
advise Lender of any material changes with respect to its marketing or sales
programs in any jurisdiction, including jurisdictions other than Mexico, and at
Lender's request from time to time, Borrower or Raintree shall deliver to Lender
(A) an opinion of counsel in form acceptable to Lender and rendered by counsel
reasonably acceptable to Lender, stating that no such registration is necessary;
or (B) such other evidence of compliance with applicable laws as Lender may
require.


     25. Other Compliance. Borrower and Raintree will continue to comply, in all
material respects, with all statutes, ordinances, rules and regulations of the
United States, Mexico, and any other applicable federal, state and local
statutes, ordinances, rules and regulations including, to the extent applicable,
but not limited to the Legal Requirements and any Mexican law, statute, rule or
regulation, or the law of any other jurisdiction (and the rules and regulations
promulgated thereunder) relating to ownership, establishment or operation of the
Collateral, or the sale, offering for sale, marketing or financing of Vacation
Ownership Interests.

     26. Request for Advance. In addition to the other requirements set forth in
the Loan Agreement, the obligation of Lender to make any Advance under the
Receivables Loan shall be subject to the delivery by Borrower or Raintree of a
Request for Advance, in form and substance attached hereto as Exhibit D, which
will include, without limitation, the following:


<PAGE>

-16-

          (a) the original of each Pledged Note Receivable (duly endorsed by
     Raintree to Lender); (ii) the original or, if not yet received, a true copy
     of each purchase contract (including addenda) relating to the Pledged Notes
     Receivable; (iii) originals or true copies of the related truth-in-lending
     disclosures or other applicable disclosure, if any, and, if required by
     Lender, loan applications, payment authorization agreements, the related
     Purchaser's acknowledgments, receipts, consents to closing, and exchange
     company applications, disclosures and materials and (iv) if required by
     Lender or under applicable law, evidence that proper notice of Borrower's
     or Raintree's pledge and assignment to Lender of the Pledged Notes
     Receivable and Vacation Ownership Interest has been delivered to and
     acknowledged by each consumer obligor; and

          (b) a Master Collateral Assignment or Short Form assignment of Pledged
     Notes Receivable and Vacation Ownership Interests, duly executed and in
     proper form for recording, assigning to Lender all of Borrower's or
     Raintree's right, title and interest in and to each such Pledged Note
     Receivable and Vacation Ownership Interests.

          (c) if required by Lender, UCC-1 Financing Statements duly executed
     and in proper form for filing with the appropriate offices.

     All Pledged Notes Receivable assigned to Lender must have evidence thereon
of payment of all required documentary stamps and intangible taxes, if any are
required. The funding of the requested Advance, delivery of the Collateral and
recording of the assignments or pledges, or any releases and the UCC financing
statements, if any, may, in Lender's discretion, be effected by way of an escrow
arrangement with a fiduciary selected by Lender, the form and substance of which
shall be satisfactory to Lender.

     27. Additional Events of Default. The following  subsections shall be added
as additional "Events of Default" under Section 22 of the Loan Agreement:

          (a) The failure of Borrower or Raintree to perform or observe any
     obligations, covenants, agreements or warranties contained in this
     Amendment, the Loan Agreement, any of the other Loan Documents or the Trust
     Agreement and any applicable notice and cure periods have expired;

          (b) The Trustee breaches any of its duties under the Trust Agreement
     and any applicable notice and cure periods in the Trust Agreement have
     expired;

          (c) The Trust  Agreement is  terminated  or amended  without the prior
     approval of Lender.

          (d) BNY Western Trust Company resigns as Trustee, unless a substitute
     Trustee, acceptable to Lender, is obtained 30 days prior to such
     resignation.


<PAGE>
-17-

          (e) Any judgment or order is rendered or entered against Trustee, in
     its capacity as trustee under the Trust Agreement, the appeal period for
     which has expired without any appeal being taken or if an appeal has been
     taken, such appeal has been denied; and Trustee has failed to comply in all
     respects with such judgment or order within thirty (30) days after it
     becomes final and no longer appealable.

          (f) Any event occurs which impairs the ability of Borrower, Raintree
     or the Trustee to perform the obligations they owe to any of the
     Purchasers, including without limitation, the obligation to convey title to
     Vacation Ownership Interests in accordance with the Vacation Owner
     Agreements.

          (g) If the Declaration, any of the other documents creating or
     governing the Resort, or any restrictive covenants with respect to the
     Resort, shall be terminated without Lender's prior written consent.

          (h) A default or an Event of Default occurs under the Records
     Management Agreement and any applicable notice and cure periods have
     expired.

          (i) A default or an Event of Default occurs under the Tri-Party
     Agreement and any applicable notice and cure periods have expired.

          (j) A default or an Event of Default occurs under the Affiliation
     Agreement and any applicable notice and cure periods have expired.

          (k) A default or an Event of Default occurs under the Joint Operating
     Agreement and any applicable notice and cure periods have expired.

     28. Additional Remedies. In addition to the remedies set forth in Section
23 of the Loan Agreement and in other sections of the Loan Documents, should an
Event of Default occur, Lender may, take any one or more actions described in
this Amendment or any of the other documents executed in connection herewith or
given as security therefor, including without limitation, the Assignment of
Property Rights, the Sales and Remarketing Agreement, the Tri-Party Agreement,
the Proxy, the Trust Agreement, and any other rights and remedies available to
Lender at law or in equity, including such rights and remedies available to
Lender under the laws of Mexico.

     29. Additional Advances under the Receivables Loan. The obligation of
Lender to enter into this Amendment and make any Advances under the Receivables
Loan after the date hereof is subject to the satisfaction of Lender in its sole
and absolute discretion of the conditions precedent set forth in the Loan
Agreement and the conditions precedent to funding any Advances set forth on
Exhibit B attached hereto. Borrower and Raintree agree that Borrower's or
Raintree's failure to comply in


<PAGE>

-18-

Lender's sole and absolute discretion with the conditions precedent set forth on
Exhibit C attached hereto within the time periods specified thereon shall
constitute an "Event of Default" under the Loan Agreement and Lender may, at its
option, exercise such rights and remedies available to Lender under this
Amendment, the Loan Agreement, the other Loan Documents, at law or in equity.

     30. Additional Documents; Further Assurances. Borrower and Raintree
covenant and agree to execute and deliver to Lender, or to cause to be executed
and delivered to Lender contemporaneously herewith, at the sole cost and expense
of Borrower and Raintree, any and all other documents, agreements, statements,
resolutions, certificates, consents, opinions of counsel and information as
Lender may require in connection with the matters or actions described herein.
Borrower and Raintree further covenant and agree to execute and deliver to
Lender or to cause to be executed and delivered at the sole cost and expense of
Borrower and Raintree, from time to time, any and all other documents,
agreements, statements, certificates and information as Lender shall request to
evidence or effect the terms hereof or any of the other Loan Documents, or to
enforce or to protect Lender's interest in the Collateral. All such documents,
agreements, statements, certificates and information shall be in form and
content acceptable to Lender in its sole discretion.

     31. Protection of Collateral. Borrower and Raintree hereby authorize and
appoint Lender as their attorney-in-fact, with full power of substitution, to
take such actions as Lender may deem advisable to protect the Collateral and its
interests thereon and its rights thereunder, to execute on the Borrower's or
Raintree's behalf and file at Borrower's and Raintree's expense financing
statements, and amendments thereto, in those public offices deemed necessary or
appropriate by Lender to establish, maintain and protect a continuously
perfected security interest in the Collateral, and to execute on the Borrower's
and Raintree's behalf such other documents and notices as Lender may deem
advisable to protect the Collateral and its interests therein and its rights
thereunder. Such power, being coupled with an interest, is irrevocable.

32. Challenges to Enforcement. Borrower and Raintree acknowledge and agree that
they do not have any defense, setoff, counterclaim or challenge against the
payment of any sums owing under the Loan Documents or the enforcement of any of
the terms and conditions of the Loan Documents.

     33. Confirmation of Collateral. Nothing contained in this Amendment shall
be deemed to be a compromise, satisfaction, accord and satisfaction, novation or
release of any of the Loan Documents or any obligations under the Loan
Documents, or a waiver by Lender of any of its rights under the Loan Documents,
at law or in equity. Notwithstanding anything to the contrary contained in the
Management Agreement, all liens, security interest, rights and remedies granted
to the Lender herein and under the Loan Documents are hereby ratified, confirmed
and continued.

     34.   Representations  and  Warranties  of  Royale  Mirage.  Royale  Mirage
represents and warrants,  which  representations  and  warranties  shall survive
until all obligations owed to


<PAGE>

-19-

Lender under the Loan Documents are paid and satisfied in full, as follows:

               (a) All representations and warranties of Royale Mirage set forth
          in the Loan Documents are true and complete as of the date hereof.

               (b) No condition or event exists or has occurred which would
          constitute a Default or an Event of Default under the Loan Documents.

               (c) The execution of this Amendment by Royale Mirage and all
          documents or agreements to be executed or delivered pursuant to the
          terms of this Amendment:

                    (i) have been duly  authorized  by all  requisite  action of
               Royale Mirage;

                    (ii) will not conflict with or result in the breach of or
               constitute a default (upon the passage of time, delivery of
               notice or both) under Royale Mirage's formation and governing
               documents or under any applicable statute, law, rules, regulation
               or ordinance, or any indenture, mortgage, loan or other document
               or agreement to which Royale Mirage is a party or by which Royale
               Mirage may be bound or affected; and

                    (iii) will not result in the creation or imposition of any
               additional lien, charge or encumbrance of any nature whatsoever
               upon any of the property or assets of Royale Mirage, except liens
               in favor of the Lender.

     35.  Representations  and Warranties of Raintree.  Raintree  represents and
warrants,   which   representations  and  warranties  shall  survive  until  all
obligations  owed to Lender under the Loan  Documents  are paid and satisfied in
full,  as follows:

               (a) The execution of this Amendment by Raintree and all documents
          or agreements to be executed or delivered pursuant to the terms of
          this Amendment:

                    (i) have been duly  authorized  by all  requisite  action of
               Raintree;

                    (ii) will not conflict with or result in the breach of or
               constitute a default (upon the passage of time, delivery of
               notice or both) under Raintree's formation and governing
               documents or under any applicable statute, law, rules, regulation
               or ordinance, or any indenture, mortgage, loan or other document
               or agreement to which Raintree is a party or by which Raintree
               may be bound or affected; and


<PAGE>

-20-

                    (iii) will not result in the creation or imposition of any
               additional lien, charge or encumbrance of any nature whatsoever
               upon any of the property or assets of Raintree, except liens in
               favor of the Lender.

               (b) The federal taxpayer's  identification  number of Raintree is
          76-0658292.

               (c) Raintree has entered into valid and binding agreements of
          sale, pursuant to which Raintree has sold a total of six hundred
          ninety-two (692) Vacation Ownership Interests. All of such sales of
          Vacation Ownership Interests have been in compliance with all
          applicable statutes, laws, rules , regulations and other legal
          requirements. Attached hereto as Exhibit E is a list describing all of
          such sales, which list is accurate and complete and includes all
          footnote clarifications.

     36. Certain Fees, Costs, Expenses and Expenditures. Borrower and Raintree
will be responsible for all of Lender's expenses in connection with the review,
preparation, negotiation, documentation and closing of this Amendment and the
consummation of the terms and transactions contemplated under this Amendment,
including without limitation, fees, disbursements, expenses and costs of counsel
retained by Lender, all fees related to filings, recording of documents and
searches, whether or not the transactions contemplated under this Amendment are
consummated; provided however, all of such expenses shall be paid from proceeds
of the Loan.

     37. Release. Borrower and Raintree acknowledge and agree that they have no
claims, suits or causes of action against Lender and hereby remise, release and
forever discharge Lender, its officers, directors, shareholders, representatives
and their successors and assigns, from any claims, suits or causes of action
whatsoever, in law or in equity, which Borrower or Raintree may have against
them at any time up to and including the date of this Amendment.


     38. No Waiver. Nothing contained in this Amendment shall be deemed to be a
waiver, release or amendment of or to any rights, remedies or privileges
afforded to Lender under the Loan Documents or under the Uniform Commercial
Code. Nothing contained in this Amendment shall constitute a waiver by Lender of
Borrower's or Raintree's compliance with the terms of the Loan Documents, nor
shall anything contained in this Amendment constitute an agreement by Lender to
enter into any further amendments with Borrower or Raintree.

     39. Inconsistencies. To the extent of any inconsistency between the terms
and conditions of this Amendment and the terms and conditions of the other Loan
Documents, the terms and conditions of this Amendment shall prevail. All terms
and conditions of the Loan Documents not inconsistent with this Amendment shall
remain in full force and effect and are hereby ratified and confirmed by
Borrower and Raintree.


<PAGE>

-21-

     40.  Construction.  All references to the Loan Agreement  therein or in any
other Loan Documents  shall be deemed to be a reference to the Loan Agreement as
amended hereby.

     41. Binding  Effect.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

     42. Governing Law. This Amendment shall be governed as to the validity,
interpretation, construction, enforcement and in all other respects by the law
of the State of Rhode Island, without regard to its rules and principles
regarding conflicts of laws or any rule or cannon of construction which
interprets agreements against the draftsman. Notwithstanding anything to the
contrary provided herein or in any of the other Loan Documents, Borrower and
Raintree expressly waive any and all claims to jurisdiction in Mexico or any
other states in the United States other than the State of Rhode Island.

     43.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts, each of which when so executed and delivered shall be deemed to be
an original without the production of any other counterpart.

44. Severability. The provisions of this Amendment and all other Loan Documents
are deemed to be severable, and the invalidity and unenforceability of any
provision shall not affect or impair the remaining provisions which shall
continue in full force and effect.

     45.  Headings.  The headings of the sections of this Amendment are inserted
for  convenience  only and  shall not be  deemed  to  constitute  a part of this
Amendment.

     46. Litigation. To the fullest extent not prohibited by applicable law
which cannot be waived, each of the Borrower, Raintree and Lender hereby
knowingly waives any and all right to a trial by jury in any action or
proceeding to enforce or defend or clarify any right, power, remedy or defense
arising out of or related to this Amendment, the other Loan Documents, or the
transactions contemplated herein or therein, whether sounding in tort or
contract or otherwise, or with respect to any course of conduct, course of
dealing, statements (whether verbal or written) or actions of any party; and
each agrees that any such action or proceeding shall be tried before a judge and
not before a jury. Each of the Borrower, Raintree and Lender further waives any
right to seek to consolidate any such litigation in which a jury trial has been
waived with any other litigation in which a jury trial cannot or has not been
waived. Further, the Borrower and Raintree hereby certify that no representative
or agent of Lender, nor Lender's counsel, has represented, expressly or
otherwise, that Lender would not in the event of such litigation, seek to
enforce this waiver of right to jury trial provision. The Borrower and Raintree
acknowledge that the provisions of this section are a material inducement to
Lender's agreement to enter into this Amendment.


<PAGE>

-22-

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year first above written.

                                      ROYALE MIRAGE PARTNERS, L.P., a California
                                      limited partnership

                                      By: RAINTREE NORTH AMERICA
                                      RESORTS, INC., a Texas corporation, by
                                      Power of Attorney

                                  By:  /S/ Brian Tucker
                                       --------------------

Witness: Bea Robertson            Name/Title:  Brian Tucker - Vice President
         -------------                         -----------------------------

                                      RAINTREE NORTH AMERICA RESORTS,
                                      INC., a Texas corporation

                                  By:  /S/ Brian Tucker
                                       --------------------

Witness: Bea Robertson            Name/Title:  Brian Tucker  - Vice President
         -------------                         ------------------------------

                                      TEXTRON FINANCIAL CORPORATION, a
                                      Delaware corporation

                                   By: /S/ John T. Dannibale
                                       -----------------------

                                  Name/Title: John T. Dannibale - Vice President
                                             -----------------------------------

<PAGE>

-23-

                                    EXHIBIT B

                         CONDITIONS PRECEDENT TO FUNDING

     (a) Amendment Documents.  Borrower, Raintree and all other required persons
and entities will have executed and delivered to Lender this  Amendment and such
other documents as Lender may require.

     (b) Representations and Warranties. All representations and warranties of
Borrower and Raintree as set forth in the Loan Documents, as amended hereby,
will be true at and as of the date hereof.

     (c) No Default.  No condition or event shall exist or have  occurred  which
would constitute a Default or an Event of Default hereunder.

     (d) Delivery of Other Documents. The following documents shall have been
delivered by or on behalf of Borrower and Raintree to Lender and shall be in
form and content acceptable to Lender in its sole and absolute discretion:

          (i) Trust Agreement. Borrower or Raintree shall deliver or cause to be
     delivered  to  Lender,  a fully  executed  and  recorded  copy of the Trust
     Agreement.

          (ii) Records Management Agreement.  Borrower or Raintree shall deliver
     or cause to be delivered to Lender,  a fully  executed  copy of the Records
     Management Agreement.

          (iii) Evidence of Conveyance of Sufficient Units to Trust. Borrower or
     Raintree shall deliver to Lender evidence that certain additional Units
     have been conveyed by Borrower to the Trust to provide sufficient inventory
     for the sale by Borrower or Raintree of Vacation Ownership Interests to
     Purchasers.

          (iv) Sale Documents. Raintree shall deliver to Lender the originals of
     all promissory notes executed in connection with the financed sales
     described on Exhibit D, which notes are endorsed by Raintree to the order
     of Lender. Raintree shall also deliver to Lender the originals of all other
     documents executed in connection with such sales to be held by Lender as
     collateral security for the Obligations under the Loan Agreement.

          (v) Escrow Disbursement  Instructions.  Lender shall receive a Form of
     Escrow  Disbursement  Instructions  and  Form of Deed to be used  for  each
     conveyance

<PAGE>

-24-

     of a Unit into the Trust.

          (vi) Release Payments. Lender shall receive from Raintree a certain
     sum in an amount acceptable to Lender, which shall be used to pay the
     balance of the Release Payments due with respect to the Units being
     released from Lender's lien and conveyed into the Trust.

          (vii) Notice of Intention. Borrower or Raintree shall deliver or cause
     to be delivered to Lender, a copy of the Notice of Intention filed with the
     Division with respect to the Project.

          (viii) Master Collateral Assignment. Lender shall receive from
     Raintree a fully executed Master Collateral Assignment, pursuant to which
     Raintree assigns as security for the Obligations under the Loan Agreement
     all of the Pledged Notes Receivable and collateral documents.

          (ix) UCC-1 Financing Statements. Lender shall receive from Raintree
     such duly executed UCC-1 financing statements as may be required by Lender
     to perfect its security interest in the Pledged Notes Receivable and
     related collateral. Lender is hereby authorized by Raintree to execute such
     UCC-1 financing statements on behalf of Raintree, if necessary, and to
     record such UCC-1 financing statements with or without the signature of
     Raintree, as Lender may deem advisable.

          (x) Assignment of Property Rights. Lender shall have received a duly
     executed Assignment of Property Rights from Raintree collaterally assigning
     to Lender Raintree's first beneficiary rights under the Trust Agreement,
     together with an executed Consent and Agreement of the trustee and
     association who are parties to such Trust Agreement.

          (xi) Lockbox and Servicing Agreements. Lender shall have received a
     duly executed Lockbox Agreement and Servicing Agreement, executed by a
     third party servicer and lockbox bank, acceptable to Lender, establishing a
     mechanism acceptable to Lender for the collection of payments with respect
     to the Pledged Notes Receivable, including all credit card debits and other
     electronic debit payments for sales to Mexican and U.S. resident
     Purchasers.

          (xii) Opinions of Counsel. Borrower or Raintree shall deliver or cause
     to be delivered to Lender, opinions of counsel from Borrower's general U.S.
     counsels and local Mexican counsel.


          (xiii) Project Documents.  Borrower or Raintree shall deliver or cause
     to be delivered to Lender, any and all project documents, including without
     limitation,  a  recorded  copy  of the  Amended  and  Restated  Condominium
     Declaration, evidence of termination or lapse of the


<PAGE>

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     conditional  Public Report,  the First  Amendment to Management  Agreement,
     Affiliation Agreement, Joint Operating Agreement, the Mercantile Commission
     Agreement and the Services Contract.

          (xiv) Cancellation of Pre-Sales. Borrower or Raintree shall deliver or
     cause to be delivered to Lender, evidence that all of the Eligible Pre-C.O.
     Notes Receivable have been canceled and are of no further force or effect
     and neither Borrower nor Raintree is obligated to any Purchaser with
     respect to such Eligible Pre-C.O. Notes Receivable and such Purchasers have
     received a refund of any payments made by such Purchasers as required under
     applicable law.

          (xv)  Confirmation  of  Custodian.  Lender  shall  receive from Resort
     Communications,  Inc. written  confirmation  addressed to Lender confirming
     that the Pledged Notes  Receivable  have been pledged by Raintree to Lender
     and  that  such  pledge  has  been  reflected  in  the  records  of  Resort
     Communications, Inc. in accordance with the terms of the Records Management
     Agreement.

          (xvi) Consents. Borrower or Raintree shall deliver or cause to be
     delivered to Lender fully executed Consents of OB Sports LLC and Cimarron
     Golf Club, LLC.

          (xvii) PROFECO Filing. Borrower or Raintree shall deliver or cause to
     be delivered to Lender, evidence satisfactory to Lender that Raintree is
     not obligated to amend or restate its filings with the Procuraduria Federal
     del Consumidor in Mexico.

          (xviii) Sales Reports. Borrower or Raintree shall deliver or cause to
     be delivered to Lender, a copy of the quarterly sales report prepared by
     Arthur Anderson for the period ending March 31, 2001, detailing the sales
     of all unsold Vacation Ownership Interests for the period covered thereby,
     together with all Vacation Ownership Interests sales made by Borrower which
     have been canceled during such period.

          (xix) Proxy. Borrower or Raintree shall deliver or cause to be
     delivered to Lender a proxy regarding Borrower's voting and other rights
     regarding the VOI Association.

          (xx) Evidence of Insurance. Raintree shall deliver or cause to be
     delivered to Lender evidence of insurance for insurance coverages
     maintained by Raintree, Borrower and the VOI Association.

          (xxi) Organizational Documents. Raintree shall deliver or cause to be
     delivered to Lender the organizational documents of Raintree, Borrower, BNY
     Western Trust Company and the VOI Association and good standing
     certificates for each state in which such entities conduct business.


<PAGE>

-26-

          (xxii) Authorizing Resolutions.  Borrower or Raintree shall deliver or
     cause to be delivered to Lender copies of the  authorizing  resolutions  of
     Borrower and Raintree.

          (xxiii) Limited Subsidy Agreement. Borrower or Raintree shall deliver
     or cause to be delivered to Lender, a copy of the fully executed Limited
     Subsidy Agreement executed by Raintree for the Project. In addition,
     Raintree shall deliver or cause to be delivered to Lender evidence of the
     budgeted and actual amounts held in escrow of assessment fees collected
     from Purchasers.

          (xxiv)  Operating  Contracts.  Borrower or Raintree  shall  deliver or
     cause to be  delivered  to  Lender,  copies of each of the  fully  executed
     Operating Contracts for the Project.

          (xxv) IVA Issues. Borrower or Raintree shall deliver or cause to be
     delivered to Lender evidence that Borrower or Raintree has complied with
     all applicable IVA and other tax issues related to Borrower, Raintree, the
     operation of the Project, and the marketing and sales of Vacation Ownership
     Interests.

          (xxvi) Searches. Borrower or Raintree shall deliver or cause to be
     delivered to Lender business searches, including without limitation, UCC-1,
     judgment, lien and pending litigation searches performed against Borrower,
     Raintree, the Associations and Raintree Vacation Exchange, LLC.

          (xxvii) Title  Insurance.  Borrower or Raintree shall deliver or cause
     to be  delivered to Lender a  commitment  for title  insurance in an amount
     acceptable to Lender.

     (d) Costs and Expenses. Raintree will pay all of Lender's expenses in
connection with the review, preparation, negotiation, documentation and closing
of this Amendment, including without limitation, fees, disbursements, expenses
and costs of counsel retained by Lender.

     (e) Other. Borrower or Raintree shall deliver or cause to be delivered to
Lender all other documents, agreements, statements, resolutions, certificates,
consents, opinions of counsel and information as Lender may require in its sole
and absolute discretion.


<PAGE>

-27-

                                    EXHIBIT C

                            POST- CLOSING CONDITIONS

          (a) Sale Documents. On or before October 30, 2001, Borrower or
     Raintree shall deliver or cause to be delivered to Lender, a complete set
     of Vacation Owner Documents to be executed by each Purchaser of a Vacation
     Ownership Interest, including without limitation, a Form of Pledge Note
     Receivable, Vacation Owner Agreement, Truth-In-Lending Disclosure, UCC-1
     Financing Statements, Club Regina Membership Documents, and any other
     documents to be executed by a Purchaser in connection with the purchase of
     a Vacation Ownership Interest, which will be implemented and used by
     Raintree in their marketing and sales of Vacation Ownership Interest on or
     before November 20, 2002.

          (b) Notice of Intention. On or before January 30, 2002, Borrower or
     Raintree shall deliver or cause to be delivered to Lender, that Borrower or
     Raintree has satisfied any and all requirements, inquiries and request for
     information received from the Division in connection with the filing of the
     Notice of Intention by Borrower or Raintree with respect to the Project.

          (c) Lockbox Agreement. On or before November 16, 2001, Lender shall
     have received a duly executed Lockbox Agreement, executed by a third party
     servicer and lockbox bank, acceptable to Lender, establishing a mechanism
     acceptable to Lender for the collection of payments with respect to the
     Pledged Notes Receivable, including all credit card debits and other
     electronic debit payments for sales to Mexican resident Purchasers.

          (d) Opinions of Counsel. On or before November 16, 2001, Borrower or
     Raintree shall deliver or cause to be delivered to Lender, opinions of
     counsel from Borrower's general U.S. counsels and local Mexican counsel.

          (e) Searches. On or before October 15, 2001, Raintree shall deliver or
     cause to be delivered to Lender searches performed against Raintree,
     Borrower and the Association.

          (f) Good Standing Certificates. On or before October 15, 2001,
     Raintree shall deliver or cause to be delivered to Lender good standing
     certificates for Raintree, Borrower, BNY Western Trust Company and the
     Association for all jurisdictions in which such entities conduct business.

          (g) OB/CGC Documents. On or before November 2, 2001, Raintree shall
     deliver or cause to be delivered to Lender certain amendments and other
     agreements among Borrower, Raintree, OB Sports, LLC. and Cimarron Golf
     Club, LLC evidencing their agreement to amend certain terms and provisions
     of the Irrevocable License, Royale Mirage Agreement (re: golf course


<PAGE>

-28-

     development) and certain other agreements among such parties as required by
     Borrower or Raintree to conform with the transactions hereunder.

          (h) Development Agreement. On or before December 5, 2001, Raintree
     shall deliver or cause to be delivered to Lender a fully executed Amendment
     to the Development Agreement among Borrower and the Town of Cathedral City.

          (i) Dissolution of Timeshare Association. On or before November 2,
     2001, Raintree shall deliver or cause to be delivered evidence of
     termination of the existing timeshare association and timeshare
     declaration.

          (j) Mercantile  Commission  Agreement.  On or before October 12, 2001,
     Raintree  shall deliver or cause to be delivered to Lender a fully executed
     Assignment in favor of Lender of Raintree's right, title and interest under
     the  Mercantile  Commission  Agreement  between  Raintree  and  Corporacion
     Mexitur,  S. DE R.L. DE C.V. In  addition,  on or before  October 26, 2001,
     Raintree  shall deliver or cause to be delivered to Lender a fully executed
     Amendment  to the  Mercantile  Commission  Agreement  between  Raintree and
     Corporacion Mexitur, S. DE R.L. DE C.V.

          (k) Services Contract.  On or before October 12, 2001,  Raintree shall
     deliver or cause to be delivered to Lender a fully  executed  Assignment in
     favor of Lender of Raintree's right,  title and interest under the Services
     Contract between Raintree and Servicios  Turisticos  Integrales Cobamex, S.
     DE R.L. DE C.V. In addition,  on or before October 26, 2001, Raintree shall
     deliver or cause to be  delivered to Lender a fully  executed  Amendment to
     the Services Contract between Raintree and Servicios Turisticos  Integrales
     Cobamex, S. DE R.L. DE C.V.

          (l) Amended and Restated Condominium Plan. On or before November 16,
     2001, Raintree shall deliver or cause to be delivered to Lender a recorded
     copy of the Amended and Restated Condominium Plan for the Project.

          (m) Fourth Amendment to Loan and Security Agreement. If required by
     Lender, Borrower and Raintree shall execute and deliver to Lender a Fourth
     Amendment and Security Agreement and any and all other ancillary amendment
     documents.

          (n) Other. Borrower or Raintree shall deliver or cause to be delivered
     to Lender all other documents, agreements, statements, resolutions,
     certificates, consents, opinions of counsel and information as Lender may
     require in its sole and absolute discretion.