LOAN AND
                               SECURITY AGREEMENT

                               The Teton Club, LLC
                      Raintree Resorts International, Inc.
                                    Borrower


                               76-0587553 (Teton)
                              76-0549149 (Raintree)
                       Federal Employee Identification No.

                         10000 Memorial Drive, Suite 480
                              Houston, Texas 77024
                                     Address

                          $33,250,000 Construction Loan
                         $7,500,000 Working Capital Loan
                           $20,000,000 Receivable Loan
                                 Amount of Loan

                               Date: June 29, 1999

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                                                           TABLE OF CONTENTS
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                                                                                                                      Page
1.       DEFINITIONS....................................................................................................1

2.       LOAN COMMITMENT; USE OF PROCEEDS...............................................................................9
         2.1      Loan Commitment; Determination of Advance Amounts.....................................................9
         2.2      Loan Revolver........................................................................................10
         2.3      Continuation of Obligations Throughout Term..........................................................10
         2.4      Use of Advances......................................................................................10
         2.5      Repayment............................................................................................10
         2.6      Interest.............................................................................................11
         2.7      Minimum Required Payments............................................................................11
         2.8      Prepayment...........................................................................................12
         2.9      Construction Loan Fee Receivables Loan Fee; Working Capital Loan Loan Fee; Custodial Fee;............13
         2.10     Application of Proceeds of Collateral and Payments...................................................13
         2.11     Borrower's Unconditional Obligation to Make Payments.................................................15

3.       SECURITY......................................................................................................15
         3.1      Grant of Security Interest...........................................................................15
         3.2      Ineligible Instruments...............................................................................15
         3.3      Lockbox Collections and Servicing....................................................................16
         3.4      Replacement of Agents................................................................................16
         3.5      Maintenance of Security..............................................................................16

4.       CONDITIONS PRECEDENT TO ADVANCES; MINIMUM AMOUNT AND MAXIMUM FREQUENCY ADVANCES; METHOD OF DISBURSEMENT.......17
         4.1      Delivery of Loan Documents and Due Diligence Items Prior to Initial Advance..........................17
         4.2      Additional Conditions Precedent......................................................................19
         4.3      General Conditions Precedent to All Advances.........................................................20
         4.4      Receivables Loan Conditions..........................................................................20
         4.5      Conditions Satisfied at Borrower's Expense...........................................................20
         4.6      Minimum Amount and Maximum Frequency of Advances of the Receivables Loan.............................20
         4.7      Disbursement of Advances.............................................................................20
         4.8      No Waiver............................................................................................20

5.       BORROWER'S REPRESENTATIONS AND WARRANTIES.....................................................................20
         5.1      Good Standing........................................................................................20
         5.2      Power and Authority; Enforceability..................................................................21
         5.3      Borrower's Principal Place of Business...............................................................21
         5.4      No Litigation........................................................................................21
         5.5      Compliance with Legal Requirements...................................................................21
         5.6      No Misrepresentations................................................................................21
         5.7      No Default for Third Party Obligations...............................................................21
         5.8      Payment of Taxes and Other Impositions...............................................................21
         5.9      Sales Activities.....................................................................................21
         5.10     Time-Share Interest Not a Security...................................................................21
         5.11     Zoning Compliance....................................................................................21
         5.12     Eligible Instruments.................................................................................22
         5.13     Assessments and Reserves.............................................................................22
         5.14     Title to and Maintenance of Common Areas and Amenities...............................................22
         5.15     [Intentionally Omitted]..............................................................................22
         5.16     Year 2000............................................................................................22
         5.17     Survival and Additional Representations and Warranties...............................................22

6.       BORROWER'S COVENANTS..........................................................................................22
         6.1      Borrower's Affirmative Covenants.....................................................................22
         6.2      Borrower's Negative Covenants........................................................................26
         6.3      Survival of Covenants................................................................................28


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7.       DEFAULT.......................................................................................................28
         7.1      Events of Default....................................................................................28
         7.2      Remedies.............................................................................................30
         7.3      Application of Proceeds During an Event of Default...................................................31
         7.4      Uniform Commercial Remedies; Sale; Assembly of Receivables Collateral................................31
         7.5      Application of Proceeds..............................................................................31
         7.6      Lender's Right to Perform............................................................................32
         7.7      Non-Exclusive Remedies...............................................................................32
         7.8      Waiver of Marshalling................................................................................32
         7.9      Attorney-in-Fact.....................................................................................32

8.       COSTS AND EXPENSES; INDEMNIFICATION...........................................................................32
         8.1      Costs and Expenses...................................................................................32
         8.2      Indemnification......................................................................................32

9.       CONSTRUCTION AND GENERAL TERMS................................................................................33
         9.1      Payment Location.....................................................................................33
         9.2      Entire Agreement.....................................................................................33
         9.3      Powers Coupled with an Interest......................................................................33
         9.4      Counterparts; Facsimile Signatures...................................................................33
         9.5      Notices..............................................................................................33
         9.6      Successors and Assigns...............................................................................33
         9.7      Severability.........................................................................................34
         9.8      Time of Essence......................................................................................34
         9.9      Miscellaneous........................................................................................34
         9.10     CHOICE OF LAW........................................................................................34
         9.11     CHOICE OF JURISDICTION; WAIVER OF VENUE..............................................................34
         9.12     WAIVER OF JURY TRIAL.................................................................................34
         9.13     INDUCEMENT TO LENDER.................................................................................34
         9.14     Compliance With Applicable Usury Law.................................................................34
         9.15     NO RELATIONSHIP WITH PURCHASERS......................................................................35
         9.16     NO JOINT VENTURE.....................................................................................35
         9.17     Standards Applied to Lender's Actions................................................................35
         9.18     Meaning of Subordination.............................................................................35
         9.19     Scope of Reimbursable Attorney's Fees................................................................35
         9.20     Publicity............................................................................................36
         9.21     Permitted Contests...................................................................................36
         9.22     Reliance.............................................................................................36
         9.23     Joint and Several....................................................................................37
         9.24     Consideration........................................................................................37

         Schedule .........         Schedule of Additional Terms
         Exhibit A.........         Conditions of Eligible Instrument
         Exhibit B.........         Permitted Encumbrances
         Exhibit C.........         Borrower's Certificate
         Exhibit C-1.......         Re-Assignment of Instruments
         Exhibit C-2.......         Re-Assignment of Mortgage(s)
         Exhibit D.........         Additional Conditions to Working Capital Loan Advances
         Exhibit D-1.......         Request for Working Capital Loan Advance and Certification
         Exhibit D-2.......         Assignment
         Exhibit D-3.......         Certification
         Exhibit E.........         Additional Conditions to Receivables Loan Advances
         Exhibit E-1.......         Request for Receivables Loan Advance and Certification
         Exhibit E-2.......         Receivables Assignment
         Exhibit F.........         Legal Description of Real Property
         Exhibit G.........         Budget
         Exhibit H.........         Work Progress Schedule


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         Exhibit I.........         Standard Construction Loan Administrative Procedures
         Exhibit I-1.......         AIA 702 and 703 Forms
         Exhibit I-2.......         Borrower's Affidavit for Advance
         Exhibit I-3.......         Release of Lien
         Exhibit I-4.......         Change Order Approval Request (AIA Document G713)
         Exhibit J.........         Initial Work Advance Disbursement Schedule
         Exhibit K.........         Excerpts from Indenture
         Exhibit L.........         Certification re:  Indenture
         Exhibit M.........         Minimum Price Schedule
















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This  LOAN AND  SECURITY  AGREEMENT  is  entered  into  for  good  and  valuable
consideration, by and between FINOVA CAPITAL CORPORATION, a Delaware corporation
("Lender"), The Teton Club, LLC, a Delaware limited liability company ("Teton"),
and Raintree  Resorts  International,  Inc., a Nevada  corporation  ("Raintree";
Raintree  and Teton,  individually  and  collectively,  jointly  and  severally,
"Borrower").


1. DEFINITIONS

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

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

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

     "Agents": the Servicing Agent and the Lockbox Agent.

     "Agreement":  this Loan and Security  Agreement,  as it may be from time to
time renewed, amended, restated or replaced.

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

     "Architect/Engineer":  means an architect or engineer  employed by Teton to
perform architectural or engineering services.

     "Architect/Engineer  Agreement":  means a contract (written or oral, now or
hereafter in effect) between Teton and an Architect/Engineer for the performance
of architectural or engineering  services,  as approved by Lender in writing and
modified from time to time with Lender's prior written consent.

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

     "Assignment  of  Leases"  shall  have the  meaning  set forth in  paragraph
6.2(h).

     "Association  Assessment Compliance Date": shall have the meaning set forth
in the Schedule.

     "Base  Rate":  means  the  publicly  announced  "Corporate  Base"  rate  of
Citibank,  N.A.,  as initially  determined on the closing of the Loan and as the
same may  thereafter  change from time to time.  As used above,  the  "Corporate
Base" rate of Citibank shall mean the rate of interest  publicly  announced from
time to time by Citibank, N.A., New York, New York, as the base rate of interest
charged   by   Citibank   to  its  most   creditworthy   commercial   borrowers,
notwithstanding  the fact  that some  borrowers  of  Citibank  may  borrow  from
Citibank at rates less than such announced base rate.

     "Basic Interest":  the Basic Interest Rate  (Construction),  Basic Interest
Rate (Working Capital) or the Basic Interest Rate (Receivables),  as the context
requires.

     "Basic  Interest  Rate  (Construction)":  the per  annum  rate of  interest
described in the Schedule as the Basic Interest Rate (Construction).

     "Basic  Interest  Rate  (Receivables)":  the per  annum  rate  of  interest
described in the Schedule as the Basic Interest Rate (Receivables).

     "Basic  Interest  Rate (Working  Capital)":  the per annum rate of interest
described in the Schedule as the Basic Interest Rate (Working Capital).

     "Borrower":  the  individuals  or business  organizations  signing below as
"Borrower";  and,  subject  to  the  restrictions  on  assignment  and  transfer
contained in this Agreement, its successors and assigns.

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

     "Budget":  means a detailed  budget cost  itemization  prepared by Borrower
with  respect to  construction  of the Work,  and approved in writing by Lender,
supported by firm, fixed price contracts or purchase orders,  including all hard
and soft costs to be incurred in the construction and Completion of the Project,
which specifies by item the cost, source of payment and draw schedule of (a) all
labor,  materials and services necessary for Completion of the Work; and (b) all
other  expenses  incidental  to the  Completion  of the Work.  The Budget  shall
include a ten percent (10%)  retainage and an interest  reserve and  contingency
reserve acceptable to Lender in its discretion, provided, however,


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<PAGE>

that  the  aforementioned  ten  percent  (10%)  retainage  shall  not  apply  to
"Reimbursable  Costs" as set forth in Section  7.1.7.7 of the General  Contract.
The Budget is attached as Exhibit G and is incorporated herein by reference.

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

     "Capital  Expenditures":  shall mean payments that are made by Borrower for
the lease, purchase, improvement, construction or use of any property, the value
or cost of which under generally  accepted  accounting  principles  consistently
applied is required to be capitalized and appears on Borrower's balance sheet in
the category of property,  plant or equipment,  without  regard to the manner in
which  such  payments  or the  instrument  pursuant  to  which  they are made is
characterized  by  Borrower  or any other  person,  and shall  include,  without
limitation, payments for the installment purchase of property and payments under
capitalized   leases.   The  term  shall  not,  however,   include  the  initial
construction of the Work.

     "Certificate of Completion": means, with respect to the Work, a certificate
issued by the governmental  authority having jurisdiction over the Work when all
of the Work has been completed, allowing the use of the Improvements by Borrower
for their intended purpose.

     "CILP  Assignment":  a written  assignment  to be executed and delivered to
Lender by Borrower and creating in favor of Lender a  perfected,  direct,  first
and exclusive assignment of the Contracts,  Intangibles, Licenses and Permits in
order to facilitate  Performance of the  Obligations,  as it may be from time to
time renewed, amended, restated or replaced.

     "Collateral":  the Receivables  Loan  Collateral,  the Working Capital Loan
Collateral  and the  collateral  pledged  to  Lender  pursuant  to the  Security
Documents and all products and proceeds thereof.

     "Completion"  or  "Completion  of  the  Work":   means  completion  of  the
Improvements  (excluding certain  "punch-list" items which are not necessary for
the full operation of the Time-Share  Project),  substantially in accordance all
applicable zoning, building and other governmental laws, regulations and private
restrictions,  sound construction,  engineering and architectural principles and
commonly accepted safety standards, and free of rights of third parties and free
of defective materials and workmanship; and receipt by Lender of:

     (a) A certificate  of completion  from Borrower and its  Architect/Engineer
     and, if Lender elects,  from Lender's  Inspector,  certifying that the Work
     has been so  completed in  accordance  with the Loan  Documents  including,
     without limitation,  the Construction  Contract,  in a good and workmanlike
     manner,  all utilities  necessary to serve the Real Property and Time-Share
     Project have been connected and are  operating,  and the  Improvements  are
     ready for occupancy;

     (b) A Certificate of Completion;

     (c) The "as-built survey" required  pursuant to the Construction  Covenants
     and "as built plans" for the Time-Share Project;

     (d) All licenses or approvals  for  operation  within or on the  Time-Share
     Project if any; and any other applicable  governmental permits,  approvals,
     consents,  licenses and  certificates for the use and operation of the Real
     Property as a Time-Share Project;

     (e) Evidence  reasonably  satisfactory to Lender that there are no material
     judgments or pending  litigation  or, to Borrower's  Knowledge,  threatened
     litigation of a material nature outstanding  against Borrower,  or the Real
     Property,  including but not limited to  litigation or judgments  which may
     affect  title  or  Lender's  lien  position  with  respect  to  any  of the
     Collateral or any litigation or judgment which might materially  affect the
     ability of Borrower to Perform;

     (f) If applicable laws provide that the recording of a notice of completion
     for the Work will cause the expiration upon a date certain of the statutory
     period within which mechanics' and similar liens can be filed, verification
     of the recording of such notice in the manner prescribed by such laws;

     (g) The Re-Issued Title Policy  required  pursuant to Section S.8(M) of the
     Construction Covenants; and

     (h) Final lien  waivers  (which may be  conditional  on payments  only with
     respect  to the work,  material,  equipment,  or  services  to be paid from
     proceeds of the final Work-Related Advance).

                                       2

<PAGE>


     "Construction  Contract":  means  a  contract  (written  or  oral,  now  or
hereafter in effect)  between Teton and a Contractor,  or between any Contractor
and any other  person or entity  relating  in any way to the  Completion  of the
Work,  including  the  performing  of labor  and the  furnishing  of  equipment,
materials or services (other than  architectural  or engineering  services),  as
approved by Lender in writing and modified from time to time with Lender's prior
written consent.  "Construction Covenants": refers collectively to Sections S.6,
S.7 and S.8 of the Schedule, together with all exhibits referenced therein.

     "Construction  Loan":  the  construction  loan made  pursuant to  paragraph
2.1(a).

     "Construction  Loan Borrowing Term":  the period  commencing on the date of
this Agreement and ending on the close of the Business Day (or if not a Business
Day; the first Business Day  thereafter) on the date  identified in the Schedule
as the Construction Loan Borrowing Term Expiration Date.

     "Construction  Loan Fee":  the amount  identified  in the  Schedule  as the
Construction Loan Fee.

     "Construction  Loan Maturity Date": the date (or if not a Business Day, the
first  Business  Day  thereafter)  which is  identified  on the  Schedule as the
Construction Loan Maturity Date.

     "Construction Loan Note":  collectively,  the Construction Promissory Note,
made and  delivered  by Teton and  Raintree,  jointly and  severally,  to Lender
pursuant to paragraph  4.1,  having a face amount equal to Eight  Million  Three
Hundred Twelve Thousand Five Hundred and No/100 Dollars  ($8,312,500),  dated as
of May 6, 1999, and made payable to order of Lender, as it may from time to time
be renewed, amended, restated or replaced, and the Construction Promissory Note,
made and delivered solely by Teton to Lender pursuant to paragraph 4.1, having a
face amount equal to Twenty-Four Million Nine Hundred Thirty-Seven Thousand Five
Hundred  and No/100  Dollars  ($24,937,500),  dated as of May 6, 1999,  and made
payable to the order of Lender, as it may from time to time be renewed, amended,
restated or replaced.

     "Construction  Loan Prepayment  Premium":  an amount to be paid pursuant to
paragraph  2.8  upon  a  prepayment  of the  Construction  Loan,  determined  by
multiplying  the amount of the  prepayment by the  percentage  identified in the
Schedule as the Construction Loan Prepayment Premium.

     "Construction Loan Release Payment": the meaning given to it in Section S.5
of the Schedule.

     "Contractor":  means a contractor employed by Teton to provide labor and/or
to furnish equipment, materials or services for any portion of the Work.

     "Contracts,  Intangibles,  Licenses and Permits": all contracts,  licenses,
permits,  plans and other intangibles in which Teton now or hereafter has rights
and are now or hereafter  used in connection  with (i) the  construction  of the
Work;  (ii) the  marketing  and  sale of  Time-Share  Interests  and  (iii)  the
management and/or operation of the Time-Share Project.  Contracts,  Intangibles,
Licenses,  and Permits shall include,  without limitation,  that certain Amended
and  Restated  Teton Club  Membership  Agreement  between  Teton and Teton Pines
Limited  Liability  Company executed by the parties thereto on or about June 30,
1999,  and as further  modified  from time to time with  Lender's  prior written
consent and (B) the  agreements  which  entitle the  Purchasers to use of skiing
facilities at or around the Time-Share Project and any other amenities which are
offered and  represented as being available to Purchasers in connection with the
purchase of a Time-Share Interest.

     "Custodial Fee": the meaning given to it in paragraph 2.9(b).

     "Default  Rate":  the rate of interest  identified  in the  Schedule as the
Default Rate.

     "Distributions":   any  distribution,  advance,  payment  or  loan  to  any
shareholder,  partner,  member,  officer,  director or  Affiliate  of  Borrower,
including but not limited to, dividends, bonuses, salary, other compensation and
management fee.

     "Dollars" or "$": shall mean United States Dollars.

     "Eligible  Instrument":  an Instrument  which conforms to the standards set
forth in Exhibit A-1. An Instrument that has qualified as an Eligible Instrument
shall cease to be an Eligible  Instrument upon the date of the first  occurrence
of any of the following: (a) any installment due with respect to that Instrument
becomes more than fifty-nine (59) days past due or (b) that Instrument otherwise
fails to continue to conform to the standards set forth in Exhibit A.

     "Environmental  Certificate":  an  environmental  certificate  executed and
delivered to Lender by Borrower and such other persons as Lender may require and
containing representations, warranties and covenants regarding the environmental
condition of the  Time-Share  Project,  as it may be from time to time  renewed,
amended, restated or replaced.

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<PAGE>

     "Escrow":  shall mean that certain  account in the name of the Escrow Agent
in which cash  payments and  principal  and interest  payments  that are used in
determining  the Working  Capital Loan  Borrowing  Base,  together with original
Reservation  Agreement,  Purchaser  Contracts and other similar items pertaining
thereto are deposited, pursuant to an agreement acceptable to Lender.

     "Escrow Agent":  shall mean the entity who is not an Affiliate of Borrower,
in whose name the Escrow is maintained, the identity of whom shall be reasonably
acceptable to Lender.

     "Escrow  Assignment":   shall  mean  that  certain  Collateral  Assignment,
Security  Agreement  and  Account  Agreement,  in a form  acceptable  to Lender,
pursuant to which Borrower  collaterally assigns to Lender all of the Borrower's
interest  in the Escrow  and in the  agreement  pursuant  to which the Escrow is
maintained as security for the payment and Performance of the Obligations, which
shall be executed prior to the first Advance of the Working Capital Loan.

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

     "Excess  Cash Flow":  for the period in  question,  the net income of Teton
determined in  accordance  with GAAP,  plus each of the  following  items to the
extent  deducted  from the  revenues of Teton in  calculating  net  income:  (i)
depreciation;  (ii)  amortization;  (iii)  vacation  interval  cost of sales (as
reflected in Teton's income statement);  (iv) other non-cash  expenses;  and (v)
decreases in net working  capital during such period,  plus all Advances made by
Lender  during  such  period,  less each of the  following  items to the  extent
Teton's  revenues were  increased by such items in calculating  net income:  (x)
non-cash  revenues  and (xi)  increases  in net  working  capital,  and less the
following items to the extent paid during such period: (xx) Capital Expenditures
and (xxi) payments made in reduction of the principal balance of any Loan.

     "Force Majeure  Event":  means any "Act of God,"  governmental  moratorium,
civil commotion, enemy action, fire, strike, casualty, or governmental order, or
injunction  issued by a court of competent  jurisdiction,  which are entered for
reasons other than for  Borrower's  acts or omissions  which would  constitute a
default under this Agreement, or similar occurrences beyond Borrower's control.

     "FPSI":  FINOVA Portfolio Services,  Inc., an Arizona corporation,  and its
successors and assigns.

     "GAAP":  shall mean generally accepted  accounting  principles as in effect
from  time  to time in the  United  States  of  America,  consistently  applied,
throughout the period  involved and with the prior periods,  which shall include
the official interpretations thereof by the Financial Accounting Standards Board
or any successor thereto.

     "General  Contract":  the meaning  given to it in Section  S.6(A)(i) of the
Construction Covenants.

     "General Contractor":  shall refer to Jacobsen Construction Services, Inc.,
of 25 Gros Ventre, P.O. Box 9087, Jackson, Wyoming 83002.

     "Impositions":  all real  estate,  personal  property,  excise,  privilege,
transaction,  documentary stamp and other taxes, charges, assessments and levies
(including non-governmental  assessments and levies such as maintenance charges,
association  dues  and  assessments  under  private  covenants,  conditions  and
restrictions) and any interest,  costs, fines or penalties with respect thereto,
general and special, ordinary and extraordinary, foreseen and unforeseen, of any
kind and nature  whatsoever  which at any time  prior to or after the  execution
hereof may be assessed,  levied or imposed.  Imposition  shall not include taxes
payable to the United States of America or to any state or political subdivision
thereof measured by the net income payable by Lender.

     "Improvements":  means all  improvements  to be  constructed  upon the Real
Property as part of the Work, together with any off-site improvements which must
be  completed  in  connection  therewith,  all as set forth in the Plans and the
Construction Contract(s) and as described in the Budget.

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

     "Indenture":  the Indenture  dated December 5, 1997,  pursuant to which the
Redeemable Senior Notes were issued, by and among Raintree,  CR Resorts Capital,
S. de R.L. de C.V, and IBJ Schroder Bank & Trust.

     "Installment  Date":  the date upon which an  installment  of  principal or
interest is due under the Construction  Loan Note, the Working Capital Loan Note
or the Receivables Loan Note, as the context requires.

     "Instrument":  a purchase money  promissory  note which has arisen out of a
sale of a Time-Share  Interest by Teton to a  Purchaser,  and is made payable by
such Purchaser to Teton, and is secured by a Purchaser Mortgage.

     "Insurance  Policies":  the insurance policies that Borrower is required to
maintain and deliver pursuant to paragraph 6.1(c).


                                        4

<PAGE>


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

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

     "Lender":  FINOVA  Capital  Corporation,  a Delaware  corporation,  and its
successors and assigns.

     "Lender's  Inspector":  the  meaning  given to it in Section  S.8(c) of the
Construction Covenants.

     "Loan":  the Construction Loan, the Receivables Loan or the Working Capital
Loan, as the context requires.

     "Loan Documents":  this Agreement,  the Construction Loan Note, Receivables
Loan Note, the Working Capital Loan Note, any and all Subordination  Agreements,
the Lockbox Agreement, the Servicing Agreement,  the Environmental  Certificate,
the Security  Documents,  and all other  documents now or hereafter  executed in
connection  with the  Construction  Loan,  the  Receivables  Loan or the Working
Capital  Loan, as they may be from time to time  renewed,  amended,  restated or
replaced.

     "Lockbox Agent":  the business  organization  identified in the Schedule as
the  Lockbox  Agent,  or its  successor  as  lockbox  agent  under  the  Lockbox
Agreement.

     "Lockbox Agreement":  an agreement to be made among Lender,  Borrower,  and
Lockbox Agent, which provides for the Lockbox Agent to collect through a lockbox
payments under Instruments  constituting part of the Receivables  Collateral and
to  remit  them to  Lender,  as it may be from  time to time  renewed,  amended,
restated or replaced.

     "Maximum  Construction Loan Amount":  the amount identified in the Schedule
as the Maximum Construction Loan Amount.

     "Maximum Loan Amount": the amount identified in the Schedule as the Maximum
Loan Amount.

     "Maximum Receivables Loan Amount": the amount identified in the Schedule as
the Maximum Receivables Loan Amount.

     "Maximum  Working  Capital  Loan  Amount":  the  amount  identified  in the
Schedule as the Maximum Working Capital Loan Amount.

     "Minimum  Opinion  Matters":  A  favorable  legal  opinion of  counsel  for
Borrower  which  counsel must be  acceptable  to Lender,  dated as of the day of
Required Closing Date, covering the due authorization, execution and delivery of
the Loan Documents; the enforceability,  validity and binding effect of the Loan
Documents  (including,  choice  of  law,  venue  and  jurisdiction  provisions);
compliance  under applicable usury laws and such other matters as the Lender may
require.

     "Minimum Required Time-Share Approvals":  the registration/consents to sell
and the final subdivision public reports/public offering statements/prospectuses
and/or  approvals  thereof  required  to be  issued  by or used in the  State of
Wyoming and other  jurisdictions  where Eligible  Instruments will be offered or
sold,  together  with  all  other  approvals  from  regulatory  agencies  having
jurisdiction over the Time-Share Project.

     "Mortgage":  a mortgage/deed  of trust/deed to secure debt recorded against
the Time-Share  Project,  as it may be from time renewed,  amended,  restated or
replaced.

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

     "Performance" or "Perform":  full,  timely and faithful  performance of the
Obligations by Borrower.

     "Permitted Debt": the meaning given to it in paragraph 6.2(b).

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

     "Plans":  the  meaning  given to it in Section  S.8(H) of the  Construction
Covenants.

     "Prepayment   Premium":   means,   collectively   and   individually,   the
Construction Loan Prepayment Premium, Working Capital Loan Prepayment Premium or
Receivables Loan Prepayment Premium.

     "Principal  Work-Related Items": means the Plans and all agreements between
Teton and third parties pertaining to the Work,  including,  without limitation,
the  Construction  Contract(s)  and  the  Architect/Engineer   Agreement(s),  as
approved by Lender in writing and modified from time to time with Lender's prior
written consent.

                                        5
<PAGE>

     "Project  Documents":  shall  mean  all  management,  shared  use,  access,
engineering,  marketing, construction,  operating, owners' association and other
agreements  relating  to the use,  ownership,  or  operation  of the  Time-Share
Project and all of Borrower's  rights,  as a "declarant",  "developer",  "owner"
and/or  otherwise  under  the  governing  documents  and  restrictive  covenants
affecting  the  Real  Property,  including,  without  limitation,  the  deed  or
declaration   of  division,   owners'   association   charters  or  articles  or
certificates of incorporation, bylaws and rules and regulations relating thereto
whether now existing or hereafter created.

     "Purchase Contract": a purchase contract pursuant to which Teton has agreed
to sell and a third party has agreed to purchase a Time-Share Interest.

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

     "Purchaser  Mortgage":  the purchase money  mortgage/deed  of trust/deed to
secure debt given by a Purchaser to secure an Instrument.

     "Quiet Enjoyment Rights": the meaning given to it in paragraph 4.1(b).

     "Real Property": refers to the land upon which the Time-Share Project is or
will be situated, legally described as set forth on the attached Exhibit F.

     "Receivables":  accounts  receivable and other deferred payment obligations
arising from the sale of Time-Share Interests.

     "Receivables Assignment":  a written assignment of specific Instruments and
their proceeds,  to be executed by Teton and substantially in form and substance
identical to Exhibit E-2.

     "Receivables  Collateral":  (a) the Instruments  which are now or hereafter
assigned,  endorsed or delivered to Lender pursuant to this Agreement or against
which an Advance of the Receivables Loan has been made; (b) all rights under all
documents  evidencing,  securing or otherwise  pertaining  to such  Instruments,
including,  without  limitation,  Purchaser  Mortgages,  Purchase  Contracts and
escrow  agreements;  (c) the Insurance  Policies;  (d) all  collateral and other
security  interests  given to secure an Instrument;  (e) all  Borrower's  rights
under all escrow agreements and accounts pertaining to any of the foregoing; (f)
all reservation systems pertaining to the use of Time-Share  Interests;  (g) all
computer software, files, books and records of Borrower pertaining to any of the
foregoing;  and (h) the  cash and  non-cash  proceeds  of all of the  foregoing,
including,  without limitation (whether or not acquired with cash proceeds), all
accounts,  chattel  paper,  contract  rights,  documents,  general  intangibles,
instruments, fixtures, equipment, inventory and other goods.

     "Receivables  Loan":  the  revolving  line of credit loan made  pursuant to
paragraph 2.1(b).

     "Receivables Loan Borrowing Base": with respect to an Eligible  Instrument,
an amount equal to the lesser of:

     (a) the  percentage  of the  unpaid  principal  balance  of  such  Eligible
     Instrument  identified  in the  Schedule  as  the  RLBB  Principal  Balance
     Percentage; or

     (b) the  percentage of the present value of the unmatured  installments  of
     principal  and interest  under such Eligible  Instrument  identified in the
     Schedule  as the RLBB  Present  Value  Percentage,  discounted  at the then
     applicable interest rate under the terms of the Receivables Loan Note.

     "Receivables  Loan  Borrowing Base  Shortfall":  at any time, the amount by
which the unpaid principal balance of the Receivables Loan exceeds the aggregate
Receivables Loan Borrowing Base of all Eligible Instruments pledged to Lender.

     "Receivables  Loan Borrowing  Term":  the period  commencing on the date of
this Agreement and ending on the close of the Business Day (or if not a Business
Day, the first Business Day  thereafter) on the date  identified in the Schedule
as the Receivables Loan Borrowing Term Expiration Date.

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

     "Receivables  Loan  Fee":  the amount  identified  in the  Schedule  as the
Receivables Loan Fee.

     "Receivables  Loan  Ineligibility  Event":  the  meaning  given  to  it  in
paragraph 3.2(a).

     "Receivables  Loan Maturity Date":  the date (or if not a Business Day, the
first  Business  Day  thereafter)  which is  identified  in the  Schedule as the
Receivables Loan Maturity Date.

     "Receivables  Loan Note":  collectively,  the Receivables  Promissory Note,
made and  delivered  by Teton and  Raintree,  jointly and  severally,  to Lender
pursuant to paragraph 4.1, having a face amount equal to Five Million and No/100
Dollars  ($5,000,000),  dated as of May 6,  1999,  and made  payable to order of
Lender, as

                                        6

<PAGE>


it may from time to time be  renewed,  amended,  restated  or  replaced  and the
Receivables  Promissory  Note,  made and  delivered  solely  by Teton to  Lender
pursuant to paragraph  4.1,  having a face amount  equal to Fifteen  Million and
No/100 Dollars  ($15,000,000),  dated as of May 6, 1999, and made payable to the
order of Lender,  as it may from time to time be renewed,  amended,  restated or
replaced.

     "Receivables  Loan Opening  Prepayment  Date":  the date  identified in the
Schedule as the Receivables Loan Opening Prepayment Date.

     "Receivables  Loan  Prepayment  Premium":  an amount to be paid pursuant to
paragraph  2.8  upon  a  prepayment  of  the  Receivables  Loan,  determined  by
multiplying  the amount of the  prepayment by the  percentage  identified in the
Schedule as the Receivables Loan Prepayment Premium and determined in accordance
with provisions of the Schedule.

     "Redeemable  Senior  Notes":  those Series A and Series B thirteen  percent
(13%) senior notes due December 1, 2004 in the aggregate principal amount of One
Hundred Million Dollars ($100,000,000) issued pursuant to the Indenture.

     "Required  Closing  Date":  the  date  identified  in the  Schedule  as the
Required Closing Date.

     "Required Completion Assurance Deposits":  shall mean all amounts deposited
by  Borrower  with  Lender  pursuant  to  Section  S.7(B)  of  the  Construction
Covenants.

     "Required  Completion Date": the date which is twenty four months (24) from
and after the Required Closing Date.

     "Reservation  Agreement":  a  reservation  agreement  pursuant  to  which a
Purchaser reserves the right to purchase a particular Time-Share Interest.

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

     "Schedule":  the Schedule of  Additional  Terms which follows the signature
pages of the parties.

     "Security  Documents":   the  CILP  Assignment,   Escrow  Assignment,   the
Receivables Assignments,  the Assignment of Leases, this Agreement, the Mortgage
and all other documents now or hereafter  securing the Obligations,  as they may
be from time to time renewed, amended, restated or replaced.

     "Servicing Agent": the business organization  identified in the Schedule as
the Servicing  Agent,  or its  successor as Servicing  Agent under the Servicing
Agreement.

     "Servicing Agreement": the agreements to be made among Lender, Borrower and
Servicing  Agent,  which provides for Servicing Agent to perform for the benefit
of Lender  accounting,  reporting and other servicing  functions with respect to
the  Receivables  Collateral,  as it may be from time to time renewed,  amended,
restated or replaced.

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

     "Subordinator":  at any time,  a person or entity then  required  under the
terms of paragraph 6.1(e) to subordinate  indebtedness owed to it by Borrower to
all or any part of the Obligations.

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

     "Third Party  Consents":  those consents which Lender  reasonably  requires
Borrower to obtain,  or which Borrower is contractually or legally  obligated to
obtain, from others in connection with the transaction  contemplated by the Loan
Documents.  Such Third Party  Consents  shall  include,  without  limitation,  a
consent  from  Teton  Pines  Limited  Liability  Company  as to  the  collateral
assignment  to Lender of that certain  Amended Teton Club  Membership  Agreement
between Teton and Teton Pines Limited  Liability Company executed by the parties
thereto on or about June 30, 1999.

     "Time-Share  Association":  the association to be established in accordance
with the Time Share  Declaration  to manage the Time Share  Program and in which
all owners of Time-Share Interests will be members.

     "Time-Share  Declaration":  that  declaration of covenants,  conditions and
restrictions  which will be  executed  by Teton,  will be  recorded  in the real
estate records of the county where the Time-Share  Project is located,  and will
establish the Time-Share Program.

                                        7
<PAGE>

     "Time-Share  Interest":  an  undivided  fractional  fee simple  interest as
tenant in common (or an estate for years with a remainder over in fractional fee
simple as tenant in common)  either  (a) in a Unit  (coupled  with an  undivided
fractional  fee simple  interest as tenant in common in the common  areas of the
Time Share Project) or (b) in the entire Time-Share  Project,  together with the
exclusive right to occupy and use a specific Unit [or an equivalent  Unit] for a
period of at least seven (7) consecutive days every calendar year (on a fixed or
floating basis) and the  non-exclusive  right to use such common elements during
the same occupancy period.

     "Time-Share  Management  Agreement":  the management agreement from time to
time entered into between the Time Share  Association and the Time Share Manager
for the management of the Time Share Program.

     "Time-Share  Manager":  the person  from time to time  employed by the Time
Share Association to manage the Time Share Program.

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

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

     "Time-Share Program Governing Documents":  the Time-Share Declaration,  the
Articles of Organization for the Time-Share Association, the Purchase Contracts,
the  Instruments,  the rules and  regulations  adopted from  time-to-time by the
Time-Share Association, and any subsidy agreement by which Teton is obligated to
subsidize  shortfalls in the budget of the Time-Share  Program in lieu of paying
assessments.

     "Time-Share  Project" or  "Project":  individually  and  collectively,  the
time-share project and related amenities constructed or to be constructed on the
Real Property and identified in the Schedule as the Time-Share Project.

     "Title Insurer" or "Title  Company":  Lawyers Title Insurance  Corporation,
through its authorized agent, Jackson Hole Title and Escrow.

     "Title  Policy":  a Lender's  policy or policies of title  insurance in the
amount of Forty Two Million  Dollars  ($42,000,000)  issued by the Title Insurer
and in  form  and  substance  and  accompanied  by such  endorsements  as may be
reasonably  satisfactory to Lender wherein the insured  instrument  shall be the
Mortgage,  which Title Policy shall assure  Lender that the priority of Lender's
Mortgage is subject only to the Permitted Encumbrances.

     "T-Note Yield":  the rate of interest offered on a six and one-half percent
(6.5%) May, 2005 U.S. Treasury Note as shown under the column heading "Ask Yld."
for "Govt.  Bonds & Notes" in the "Treasury Bonds, Notes & Bills" Section of The
Wall Street Journal - Western Edition.

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

     "Uncovered Cost of the Work": shall mean the amount equal to the excess (if
any) of (a) the  remaining  unpaid costs of  Completion of the Work over (b) the
committed  and  undisbursed  portion of the  Construction  Loan and any Required
Completion Assurance Deposits held by Lender.

     "Work":   means  the  construction  of  the  Time-Share   Project  and  the
installation of any and all furniture,  furnishings,  fixtures and/or  equipment
required by this  Agreement  or shown as costs on the  Budget,  the Plans or the
construction contract(s) for the Time-Share Project.

     "Work Progress Schedule": shall mean a schedule showing the planned timing,
progress  of  construction  and  completion  date  for the  development  and the
construction of the Time-Share Project in the form attached hereto as Exhibit H.

     "Work-Related  Advance":  means any Advance from the Construction Loan made
for the purpose of paying or reimbursing Teton for the costs of the Work.

     "Work-Related  Advance Request":  means the written application of Borrower
on Lender's  standard  forms made by Borrower  specifying by name and amount all
parties to whom Teton is obligated for labor,  materials,  equipment or services
supplied for the  Completion of the Work whether or not specified in the Budget,
and requesting a Work-Related Advance for payment of such items,  accompanied by
an Affidavit  of Borrower and such  schedules,  affidavits,  releases,  waivers,
statements, invoices, bills and other documents as Lender may request.

     "Working Capital Loan": the loan made pursuant to paragraph 2.1(c).


                                        8
<PAGE>


     "Working Capital Loan Borrowing Base": shall mean an amount equal to twenty
five percent (25%) of the sum of (i) the unpaid principal  balance payable under
the Working  Capital Loan Eligible  Instruments  against which a Working Capital
Loan  Advance  will be made and (ii) any cash  down  payments  then  made by the
Purchaser  under such Working  Capital Loan Eligible  Instruments at the time of
such Working  Capital Loan Advance;  provided that the proceeds of the cash down
payments are held and shall continue to be held in Escrow by Escrow Agent.

     "Working Capital Loan Borrowing Base Shortfall": at any time, the amount by
which the unpaid  principal  balance of the  Working  Capital  Loan  exceeds the
aggregate  Working  Capital  Loan  Borrowing  Base of all Working  Capital  Loan
Eligible Instruments pledged to Lender.

     "Working  Capital Loan  Collateral":  (a) the  Reservation  Agreements  and
Purchase Contracts which are now or hereafter assigned, endorsed or delivered to
Lender  pursuant to this  Agreement  or against  which an Advance of the Working
Capital  Loan has been made;  (b) all  rights  under all  documents  evidencing,
securing or otherwise  pertaining  to such Purchase  Contracts  and  Reservation
Agreements;  (c) all Borrower's  rights under all escrow agreements and accounts
pertaining to the  foregoing;  (d) the cash and non-cash  proceeds of all of the
foregoing,  including  without  limitation  (whether or not  acquired  with cash
proceeds),  all accounts,  chattel paper,  contract rights,  documents,  general
intangibles, instruments, fixtures, equipment, inventory and other goods.

     "Working Capital Loan Eligible Instrument": a Reservation Agreement and, if
in  existence,  Purchase  Contract,  which conform to the standards set forth in
Exhibit A-2. A Working  Capital Loan Eligible  Instrument  shall cease to be the
same on the date of the first  occurrence of any of the following (a) completion
of the Unit  subject to the Working  Capital  Loan  Eligible  Instrument,  (b) a
termination of Reservation Agreement by a Purchaser or Teton, (c) the closing of
the  purchase  and  sale  contemplated  by the  Working  Capital  Loan  Eligible
Instrument,  or (d) a  default  by a  Purchaser  of its  obligations  under  the
Reservation Agreement or Purchase Contract.

     "Working  Capital Loan  Ineligibility  Event":  the meaning  given to it in
paragraph 3.2(b).

     "Working Capital Loan Borrowing Term": the period commencing on the date of
this Agreement and ending on the close of the Business Day (or if not a Business
Day, the first Business Day  thereafter) on the date  identified in the Schedule
as the Working Capital Loan Borrowing Term Expiration Date.

     "Working  Capital Loan Fee":  the amount  identified in the Schedule as the
Working Capital Loan Fee.

     "Working Capital Loan Mandatory  Payment":  shall have the meaning given to
it in Section S.5 of the Schedule.

     "Working  Capital Loan Maturity Date": the date (or, if not a Business Day,
the first  Business Day  thereafter)  which is identified in the Schedule as the
Working Capital Loan Maturity Date.

     "Working Capital Loan Note":  collectively,  the Working Capital Promissory
Note, made and delivered by Teton and Raintree, jointly and severally, to Lender
pursuant  to  paragraph  4.1,  having a face amount  equal to One Million  Eight
Hundred Seventy-Five Thousand and No/100 Dollars  ($1,875,000),  dated as of May
6, 1999,  and made  payable  to order of Lender,  as it may from time to time be
renewed,  amended, restated or replaced and the Working Capital Promissory Note,
made and delivered solely by Teton to Lender pursuant to paragraph 4.1, having a
face amount  equal to Five Million Six Hundred  Twenty-Five  Thousand and No/100
Dollars ($5,625,000),  dated as of May 6, 1999, and made payable to the order of
Lender, as it may from time to time be renewed, amended, restated or replaced.

     "Working Capital Loan Prepayment Premium": an amount to be paid pursuant to
paragraph  2.8 upon a prepayment  of the Working  Capital  Loan,  determined  by
multiplying  the amount of the  prepayment by the  percentage  identified in the
Schedule as the Working  Capital  Loan  Prepayment  Premium  and  determined  in
accordance with provisions of the Schedule.

2. LOAN COMMITMENT; USE OF PROCEEDS

2.1 Loan Commitment; Determination of Advance Amounts.

     (a) Construction  Loan. Lender hereby agrees, if Borrower has Performed all
of the  Obligations  then due,  to make  Advances  of the  Construction  Loan to
Borrower in accordance with the terms and conditions of this Agreement.

     (b)  Receivables  Loan.  Lender  further  hereby  agrees,  if Borrower  has
Performed all of the  Obligations  then due, to make Advances of the Receivables
Loan to Borrower in accordance  with the terms and  conditions of this Agreement
for the purposes specified in paragraph 2.4. The maximum amount of an

                                        9
<PAGE>

Advance of the Receivables Loan shall be equal to (a) the aggregate  Receivables
Loan  Borrowing  Base for all  Eligible  Instruments  less  (b) the then  unpaid
principal balance of the Receivables Loan.  Borrower shall not have the right to
request  and  Lender  shall  not  have  no  obligation  to  make  any so  called
"Availability Advances" of the Receivables Loan.

     (c) Working  Capital Loan.  Lender further  hereby agrees,  if Borrower has
Performed  all of the  Obligations  then due,  to make  Advances  of the Working
Capital Loan to Borrower in  accordance  with the terms and  conditions  of this
Agreement for the purposes  specified in paragraph 2.4. The maximum amount of an
Advance of the Working Capital Loan shall be equal to (a) the aggregate  Working
Capital Loan  Borrowing Base less (b) the then unpaid  principal  balance of the
Working Capital Loan.

     (d) Maximum Amount.  At no time shall the unpaid  principal  balance of the
Construction Loan exceed the Maximum  Construction Loan Amount. At no time shall
the  unpaid  principal  balance  of the  Receivables  Loan  exceed  the  Maximum
Receivables Loan Amount.  At no time shall the unpaid  principal  balance of the
Working   Capital  Loan  exceed  the  Maximum   Working   Capital  Loan  Amount.
Furthermore,  at no time shall the unpaid principal  balance of the Construction
Loan,  Receivables  Loan and Working Capital Loan, in the aggregate,  exceed the
Maximum Loan Amount.  In the event at any time (a) the unpaid principal  balance
of the Construction Loan exceeds the Maximum  Construction Loan Amount;  (b) the
unpaid principal balance of the Receivables Loan exceeds the Maximum Receivables
Loan  Amount,  (c) the unpaid  principal  balance of the  Working  Capital  Loan
exceeds the Maximum  Working  Capital Loan Amount,  or (d) the unpaid  principal
balance of the Construction Loan,  Receivables Loan and Working Capital Loan, in
the aggregate, exceeds the Maximum Loan Amount, Borrower shall make an immediate
payment to Lender in the amount equal to such excess,  provided,  however,  that
such payment shall not require the payment of a Prepayment Premium.

2.2 Loan Revolver.

     (a) The  Construction  Loan is a non-revolving  line of credit and Borrower
shall not have the right to obtain Advances of the  Construction  Loan as to any
portion of the Construction  Loan that has previously been repaid.  Furthermore,
Borrower shall not be entitled to obtain Advances of the Construction Loan after
the expiration of the  Construction  Loan  Borrowing Term unless Lender,  at its
discretion,  agrees in writing with Borrower to make such Advances thereafter on
terms and conditions satisfactory to Lender.

     (b) The  Receivables  Loan is a  revolving  line of  credit;  however,  all
Advances  of the  Receivables  Loan shall be viewed as a single  loan.  Borrower
shall not be  entitled  to obtain  Advances  of the  Receivables  Loan after the
expiration  of  the  Receivables  Loan  Borrowing  Term  unless  Lender,  in its
discretion,  agrees in writing with Borrower to make such Advances thereafter on
terms and conditions satisfactory to Lender.

     (c) The Working Capital Loan is a non-revolving line of credit and Borrower
shall not have the right to obtain  Advances of the Working  Capital  Loan as to
any  portion  of the  Working  Capital  Loan that has  previously  been  repaid.
Furthermore,  Borrower  shall not be entitled to obtain  Advances of the Working
Capital Loan after the  expiration of the Working  Capital Loan  Borrowing  Term
unless Lender,  in its discretion,  agrees in writing with Borrower to make such
Advances thereafter on terms and conditions satisfactory to Lender.

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

2.4 Use of Advances. Borrower will use the proceeds of the Construction Loan for
the purpose of constructing the Improvements pursuant to the Plans, Construction
Contract and Budget,  approved by Lender.  Borrower will use the Working Capital
Loan  for  working  capital  purposes.  Borrower  will use the  proceeds  of the
Receivables Loan to repay the Construction  Loan and the Working Capital Loan in
full and for working capital.  An interest reserve shall be established from the
proceeds of the  Construction  Loan in an amount set forth in the  Budget.  Such
reserve shall be used by Lender to pay interest on the Construction Loan, as and
when payable,  and shall not accrue  interest until such reserves are drawn upon
and then only to the extent so drawn upon. Following exhaustion of such interest
reserve,  interest  on the  Construction  Loan  shall be paid by  Borrower  from
Borrower's internally generated cash or from other sources.

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

                                       10
<PAGE>


available funds according to the terms of the Working Capital Loan Note and this
Agreement.

     2.6 Interest.  Interest shall accrue on the unpaid principal balance of the
Construction  Loan from time to time  outstanding  at the  Basic  Interest  Rate
(Construction),  on the unpaid  principal  balance of the Receivables  Loan from
time to time  outstanding  at the Basic Interest Rate  (Receivables)  and on the
unpaid  principal  balance  of the  Working  Capital  Loan  from  time  to  time
outstanding at the Basic Interest Rate (Working  Capital).  Basic Interest shall
be  calculated  on the basis of the  actual  number of days  elapsed  during the
period for which  interest is being charged  predicated on a year  consisting of
three hundred sixty (360) days.  Payments of principal,  Basic  Interest and any
other amounts due and payable under the Loan Documents shall earn interest after
the date on which they are due at the Default Rate until paid.  At the option of
Lender,  while an Event of Default  exists,  Basic  Interest shall accrue at the
Default Rate.

2.7 Minimum Required Payments.

     (a) Construction Loan.  Commencing on the last Business Day of the calendar
month in which the initial Advance of the  Construction  Loan is made and on the
last  Business  Day of each  succeeding  calendar  month  thereafter  until  the
Construction  Loan Maturity Date or the date on which the  Construction  Loan is
paid in full,  whatever  date  first  occurs,  Borrower  will pay to  Lender  an
installment  payment of interest on the outstanding  unpaid principal balance of
the Construction  Loan. The principal  balance of the Construction Loan shall be
repaid  through the payment of  Construction  Loan  Release  Payments,  with the
entire unpaid principal  balance of the  Construction  Loan Note being fully due
and payable on the Construction Loan Maturity Date.

     (b) Receivables Loan.

     (i) Monthly  Payments.  Commencing on the last Business Day of the calendar
     month in which the initial Advance of the  Receivables  Loan is made and on
     the last Business Day of each succeeding  calendar month  thereafter  until
     the  Receivables  Loan Maturity  Date or the date on which the  Receivables
     Loan is paid in full,  whichever  date first  occurs,  Borrower will pay to
     Lender an installment  payment of principal and interest on the outstanding
     unpaid  principal  balance of the  Receivables  Loan  equal to one  hundred
     percent  (100%) of all proceeds  (except  servicing  fee  payments  made by
     Purchasers whose principal and interest payments then due have been paid in
     full  and  payments  which  are  identified  by such  consumers  as tax and
     insurance  impounds or maintenance  and other  assessment  payments and are
     required  to be  so  treated  by  Lender)  of  the  Receivables  Collateral
     collected during the month in which the payment is required to be made plus
     all such proceeds  collected during any preceding month during the Term and
     not previously paid to Lender, including,  without limitation, all payments
     collected  under the Instruments  which  constitute part of the Receivables
     Collateral.   Regardless  of  whether  the  proceeds  of  the   Receivables
     Collateral  are  sufficient  for that  purpose,  interest on the  principal
     balance  hereof  from  time to time  outstanding  shall be due and  payable
     monthly in arrears on each Installment Date.

     (ii)  Borrowing  Base  Maintenance  -  Receivables  Loan. If there exists a
     Receivables  Loan  Borrowing  Base  Shortfall  for any reason  other than a
     Receivables Loan Ineligibility  Event which is subject to the provisions of
     paragraph 3.2 and Borrower  knows of the  occurrence  of such  condition or
     should  have known of its  occurrence  by virtue of reports  required to be
     delivered to Lender,  Borrower,  without notice or demand, will immediately
     (a)  make  to  Lender  a  principal  payment  in an  amount  equal  to  the
     Receivables  Loan Borrowing Base Shortfall plus accrued and unpaid interest
     on such  principal  payment,  (b)  deliver to Lender  one or more  Eligible
     Instruments  having an aggregate  Receivables  Loan Borrowing Base not less
     than the  Receivables  Loan  Borrowing  Base  Shortfall  or (c)  perform  a
     combination  of (a) and (b).  Simultaneously  with the delivery of Eligible
     Instruments  to  correct  a  Receivables  Loan  Borrowing  Base  Shortfall,
     Borrower will deliver to Lender all of the items (except for a "Request for
     Receivables  Advance  and  Certification")  required  to  be  delivered  by
     Borrower to Lender  pursuant to paragraph 4.2,  together with a "Borrower's
     Certificate" in form and substance substantially identical to Exhibit C.

     (c) Working Capital Loan.

     (i) Monthly Payments. Commencing on the last Business Day of the

                                       11
<PAGE>


     month in which the Advance of the Working  Capital  Loan is made and on the
     last Business Day of each succeeding  calendar month  thereafter  until the
     Working Capital Loan Maturity Date or the date on which the Working Capital
     Loan has been repaid in full, whichever first occurs, Borrower shall pay to
     Lender an  installment  of interest  on the  outstanding  unpaid  principal
     balance of the Working  Capital Loan. The principal  balance of the Working
     Capital Loan shall be repaid  through the  application  of Working  Capital
     Loan Mandatory  Payments.  The foregoing  notwithstanding the entire unpaid
     balance of the Working  Capital Loan Note shall be fully due and payable on
     the Working Capital Loan Maturity Date.

     (ii) Borrowing Base  Maintenance - Working  Capital Loan. If there exists a
     Working  Capital Loan  Borrowing Base Shortfall for any reason other than a
     Working Capital Loan Ineligibility Event which is subject to the provisions
     of paragraph 3.2 and Borrower  knows of the occurrence of such condition or
     should  have known of its  occurrence  by virtue of reports  required to be
     delivered to Lender,  Borrower,  without notice or demand, will immediately
     (a) make to Lender a  principal  payment in an amount  equal to the Working
     Capital Loan Borrowing  Base Shortfall plus accrued and unpaid  interest on
     such  principal  payment,  (b)  deliver  to  Lender  one or  more  Eligible
     Instruments  having an aggregate  Working  Capital Loan  Borrowing Base not
     less than the Working Capital Loan Borrowing Base Shortfall, or (c) perform
     a combination of (a) and (b).  Simultaneously with the delivery of Eligible
     Instruments to correct a Working  Capital Loan  Borrowing  Base  Shortfall,
     Borrower will deliver to Lender or cause Receivables  Trustee to deliver to
     Lender all of the items  (except for a "Request  for Working  Capital  Loan
     Advance and Certification")  required to be delivered by Borrower to Lender
     pursuant to paragraph 4.2, together with a "Borrower's Certificate" in form
     and substance substantially identical to Exhibit C.

     2.8 Prepayment.

     (a) (i)  Construction  Loan.  Without the prior written  consent of Lender,
     Borrower  shall not be entitled to prepay the  Construction  Loan except in
     accordance with the terms of this Agreement.  The Construction  Loan may be
     prepaid  in  whole  or in  part by the  Borrower  on any  Installment  Date
     thereof,  upon thirty (30) days' prior written notice to Lender, so long as
     such  prepayment  is  accompanied  by  the  simultaneous   payment  of  the
     applicable  Construction Loan Prepayment  Premium and further provided that
     if  the  Construction   Loan  is  prepaid  in  whole,  such  prepayment  is
     accompanied  by a  simultaneous  prepayment in full of the Working  Capital
     Loan together with the applicable Working Capital Loan Prepayment Premium.

     (ii)  Receivables  Loan.  Without  the prior  written  consent  of  Lender,
     Borrower  shall not be  entitled to prepay the  Receivables  Loan except in
     accordance with the terms of this Agreement.  Commencing on the Receivables
     Loan Opening Prepayment Date,  Borrower shall have the option to prepay the
     Receivables  Loan  in  whole,  but not in  part,  on any  Installment  Date
     thereof, upon thirty (30) days' prior written notice to Lender, accompanied
     by the simultaneous  payment of the applicable  Receivables Loan Prepayment
     Premium.

     (iii) Working  Capital Loan.  Without the prior written  consent of Lender,
     Borrower shall not be entitled to prepay the Working Capital Loan except in
     accordance with the terms of this  Agreement.  The Working Capital Loan may
     be prepaid in whole or in part by Borrower on any Installment Date thereof,
     upon thirty (30) days' prior written notice,  so long as such prepayment is
     accompanied by the applicable  Working Capital Loan Prepayment  Premium and
     further  provided  that,  if the Working  Capital Loan is prepaid in whole,
     such prepayment is accompanied by a simultaneous  prepayment in full of the
     Construction   Loan,   together  with  the  applicable   Construction  Loan
     Prepayment Premium.

     (b)  Exceptions to  Prepayment  Prohibitions.  Notwithstanding  anything in
paragraph  2.8(a)  to the  contrary,  the  following  shall  not be  prepayments
prohibited   pursuant  to  paragraph  2.8(a)  or  require  the  payment  of  the
Construction Loan Prepayment Premium, the Receivables Loan Prepayment Premium or
the Working Capital Loan Prepayment  Premium:  (i) principal  payments scheduled
under the Receivables Loan Note, including,  without limitation,  those payments
required pursuant to

                                       12
<PAGE>


paragraphs 2.7 and 3.2 unless due to an intentional  misrepresentation or breach
of warranty by Borrower  concerning  the  Receivables  Collateral  qualifying as
Eligible  Instruments;  (ii)  prepayments of the Receivables Loan resulting from
prepayments  of the  Receivables  Collateral by  Purchasers  which have not been
solicited by Borrower in breach of the terms and conditions of paragraph 6.2(e),
(iii) prepayments of the Working Capital Loan through the application of Working
Capital Loan Mandatory  Payments,  (iv) principal payments due under the Working
Capital Loan Note required  pursuant to paragraphs  2.7 and 3.2 unless due to an
intentional  misrepresentation  or breach of warranty by Borrower concerning the
Working  Capital Loan  Collateral  qualifying as a Working Capital Loan Eligible
Instrument;  (v) prepayment of the Construction  Loan through the application of
Construction  Loan Release  Payments,  or (vi) prepayments  required pursuant to
paragraph 2.1(d).

     (c) Prepayment Premium Payable for Involuntary  Prepayments.  Except as set
forth in paragraph 2.8(b), (i) the Construction Loan Prepayment Premium shall be
payable  regardless  of  whether  the  prepayment  of the  Construction  Loan is
voluntary or is required  because  repayment of the  Construction  Loan has been
accelerated  pursuant  to  any of  Lender's  rights  under  the  Loan  Documents
(including,  without limitation,  any right to accelerate  following casualty or
condemnation  or when an  Event  of  Default  exists  and  continues),  (ii) the
Receivables Loan Prepayment  Premium shall be payable  regardless of whether the
prepayment of the Receivables Loan is voluntary or is required because repayment
of the Receivables Loan has been accelerated  pursuant to any of Lender's rights
under the Loan Documents (including, without limitation, any right to accelerate
following  casualty  or  condemnation  or when an Event of  Default  exists  and
continues),  and (iii) the Working  Capital  Loan  Prepayment  Premium  shall be
payable  regardless  of whether the  prepayment  of the Working  Capital Loan is
voluntary or is required because  repayment of the Working Capital Loan has been
accelerated  pursuant  to  any of  Lender's  rights  under  the  Loan  Documents
(including,  without limitation,  any right to accelerate  following casualty or
condemnation or when an Event of Default exists and continues).

2.9  Construction  Loan Fee  Receivables  Loan Fee;  Working  Capital  Loan Fee;
Custodial Fee.

     (a) Loan Fee.  Borrower will pay to Lender the  Construction  Loan Fee, the
Receivables  Loan Fee and the Working  Capital Loan Fee in  accordance  with the
requirements  set  forth  in  the  Schedule.  The  Construction  Loan  Fee,  the
Receivables Loan Fee and the Working Capital Loan Fee have been earned and shall
be  non-refundable.  A deposit in the amount of Fifty Thousand Dollars ($50,000)
has been received by Lender, is non-refundable  and shall be applied against the
Receivables Loan Fee.

     (b)  Custodial  Fee. In  addition to all other fees  required to be paid in
connection  with the  Receivables  Loan,  Borrower  shall pay to Lender  the fee
("Custodial  Fee")  identified  in the  Schedule as the  Custodial  Fee per each
Instrument  which is delivered to Lender in connection with the Receivables Loan
and is in the physical  custody of Lender.  The  Custodial Fee for an Instrument
shall be paid by  Borrower to Lender at the time the  Instrument  is assigned to
Lender.  After  the  Custodial  Fee is paid for an  Instrument,  no fee shall be
payable to Lender for any  Instrument  which is delivered to Lender  pursuant to
paragraph 3.2 in  replacement  of an Instrument  for which Borrower has paid the
Custodial Fee. Once a Custodial Fee has been paid to Lender,  Borrower shall not
be entitled to any reimbursement of any portions thereof.

2.10 Application of Proceeds of Collateral and Payments.

     (a) Construction  Loan.  Notwithstanding  anything in the Loan Documents to
the  contrary,  the amount of all  payments  or amounts  received by Lender with
respect to the Construction Loan shall be applied to the extent applicable under
the Loan  Documents:  (i) first,  to any past due  payments  of  interest on the
Construction  Loan and to accrued interest on the Construction  Loan through the
date of such  payment,  including any default  interest;  (ii) then, to any late
fees,  overdue risk assessment,  examination fees and expenses,  collection fees
and  expenses  and any other  fees and  expenses  due to  Lender  under the Loan
Documents  in  connection  with the  Construction  Loan;  and  (iii)  last,  the
remaining  balance,  if any, to the unpaid principal balance of the Construction
Loan; provided, however, while an Event of Default or Incipient Default

                                       13
<PAGE>


exists,  each payment  received with respect to the  Construction  Loan shall be
applied to such amounts  owed to Lender by Borrower as Lender in its  discretion
may determine. In calculating interest and applying payments as set forth above:
(x) interest on the outstanding  unpaid  principal  balance of the  Construction
Loan shall be  calculated  and  collected  through the date  payment is actually
received by Lender;  (y) interest on the outstanding unpaid principal balance of
the  Construction  Loan shall be charged during any grace period permitted under
the Loan  Documents;  and (z) to the  extent  that  Borrower  makes a payment or
Lender receives any payment or proceeds of the Collateral for Borrower's benefit
that is applied as a payment under the  Construction  Loan that is  subsequently
invalidated,  set aside or required to be repaid to any other  person or entity,
then, to such extent,  the Obligations in connection with the Construction  Loan
intended to be  satisfied  shall be revived and  continue as if such  payment or
proceeds had not been received by Lender and Lender may adjust the  Construction
Loan  balance  as  Lender,  in  its  discretion,  deems  appropriate  under  the
circumstances.

     (b) Receivable Loan.  Notwithstanding anything in the Loan Documents to the
contrary,  the amount of all payments or amounts received by Lender with respect
to the Receivables Loan shall be applied to the extent applicable under the Loan
Documents:  (i) first,  to any past due payments of interest on the  Receivables
Loan and to accrued  interest on the  Receivables  Loan through the date of such
payment,  including any default interest;  (ii) then, to any late fees,  overdue
risk assessment, examination fees and expenses, collection fees and expenses and
any other fees and expenses due to Lender under the Loan Documents in connection
with the Receivables Loan; and (iii) last, the remaining balance, if any, to the
outstanding unpaid principal balance of the Receivables Loan; provided, however,
while an Event of Default or Incipient  Default  exists,  each payment  received
with  respect to the  Receivables  Loan shall be applied to such amounts owed to
Lender by Borrower as Lender in its  discretion  may  determine.  In calculating
interest  and  applying  payments  as  set  forth  above:  (x)  interest  on the
outstanding unpaid principal balance of the Receivables Loan shall be calculated
and  collected  through  the date  payment is actually  received by Lender;  (y)
interest on the outstanding  unpaid  principal  balance of the Receivables  Loan
shall be charged during any grace period permitted under the Loan Documents; and
(z) to the extent that Borrower  makes a payment or Lender  receives any payment
or  proceeds  of the  Collateral  for  Borrower's  benefit  that is applied as a
payment under the Receivables Loan that is subsequently  invalidated,  set aside
or required to be repaid to any other  person or entity,  then,  to such extent,
the Obligations in connection with the Receivables Loan intended to be satisfied
shall be  revived  and  continue  as if such  payment or  proceeds  had not been
received by Lender and Lender may adjust the Receivables Loan balance as Lender,
in its discretion, deems appropriate under the circumstances.

     (c) Working Capital.  Notwithstanding anything in the Loan Documents to the
contrary,  the amount of all payments or amounts received by Lender with respect
to the Working Capital Loan shall be applied to the extent  applicable under the
Loan  Documents:  (i) first,  to any past due amounts of interest on the Working
Capital  Loan and to accrued  interest on the Working  Capital  Loan through the
date of such  payment,  including any default  interest;  (ii) then, to any late
fees,  overdue risk assessment,  examination fees and expenses,  collection fees
and  expenses  and any other  fees and  expenses  due to  Lender  under the Loan
Documents in  connection  with the Working  Capital  Loan;  and (iii) last,  the
remaining  balance,  if any, to the outstanding  unpaid principal balance of the
Working Capital Loan; provided,  however, while an Event of Default or Incipient
Default exists,  each payment  received with respect to the Working Capital Loan
shall be applied to such  amounts  owed to Lender by  Borrower  as Lender in its
discretion may determine.  In calculating  interest and applying payments as set
forth above:  (x) interest on the outstanding  unpaid  principal  balance of the
Working Capital Loan shall be calculated and collected  through the date payment
is actually received by Lender; (y) interest on the outstanding unpaid principal
balance of the Working  Capital  Loan shall be charged  during any grace  period
permitted under the Loan Documents;  and (z) to the extent that Borrower makes a
payment or Lender receives

                                       14
<PAGE>


any  payments or proceeds  of the  Collateral  for  Borrower's  benefit  that is
applied  as a  payment  under the  Working  Capital  Loan  that is  subsequently
invalidated,  set aside or required to be repaid to any other  person or entity,
then, to such extent,  the  Obligations in connection  with the Working  Capital
Loan  intended to be satisfied  shall be revived and continue as if such payment
or  proceeds  had not been  received by Lender and Lender may adjust the Working
Capital Loan balance as Lender,  in its discretion,  deems appropriate under the
circumstances.

     (d) Other Rights. The provisions of this paragraph 2.10 are also subject to
the  parties'  rights  and  obligations  under  the  Loan  Documents  as to  the
application of proceeds of the Collateral following an Event of Default.

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

3. SECURITY

3.1  Grant  of  Security  Interest.  To  secure  the  Performance  of all of the
Obligations, Borrower hereby grants to Lender a security interest in and assigns
to Lender the Collateral. Such security interest shall be absolute,  continuing,
perfected,  direct,  first,  exclusive and applicable to all existing and future
Advances and to all of the Obligations.  Borrower will  unconditionally  assign,
endorse and deliver to Lender,  with full recourse,  all  Instruments,  Purchase
Contracts and Reservation Agreements which are part of the Collateral.  Borrower
further warrants and guarantees the enforceability of the Receivables Collateral
and the Working Capital Loan Collateral.  Lender is hereby appointed  Borrower's
attorney-in-fact, which appointment is coupled with an interest, to take any and
all actions in Borrower's name and/or on Borrower's  behalf deemed  necessary or
appropriate  by Lender with respect to the collection and remittance of payments
(including  the  endorsement  of  payment  items)  received  on  account  of the
Collateral;  provided,  however,  that Lender shall not take any action which is
described  in paragraph  7.2(e)  unless an Event of Default  exists.  Lender may
notify  persons bound thereby of the existence of Lender's  interest as assignee
in the  Collateral  and  request  from any person  bound by the  Collateral  any
information relating to such person.

3.2 Ineligible Instruments.

     (a) If an Instrument which is part of the Receivables  Collateral ceases to
be an Eligible  Instrument  or is  determined  not to be an Eligible  Instrument
("Receivables  Loan  Ineligibility   Event"),   then  within  thirty  (30)  days
thereafter  Borrower  will (i) make to Lender a  principal  payment in an amount
equal to the Receivables Loan Borrowing Base of the ineligible Instrument,  plus
accrued and unpaid  interest  on such  payment,  (ii)  replace  such  ineligible
Instruments  with  one  or  more  Eligible   Instruments   having  an  aggregate
Receivables Loan Borrowing Base of not less than the aggregate  Receivables Loan
Borrowing  Base of the  ineligible  Instrument or (iii) perform a combination of
(i) and (ii).  Simultaneously  with the  delivery  of the  replacement  Eligible
Instrument  to Lender for an  ineligible  Instrument,  Borrower  will deliver to
Lender all of the items (except for a "Request for Receivables  Loan Advance and
Certification")  required to be  delivered  by  Borrower  to Lender  pursuant to
paragraph  4.2 together with a  "Borrower's  Certificate"  in form and substance
substantially  identical to Exhibit C. Lender will reassign  and/or endorse over
to Teton,  without  recourse or warranty of any kind, the ineligible  Instrument
if: (a) no Event of Default or Incipient  Default exists;  (b) Borrower has made
any  principal  payment and Performed any  replacement  obligations  as required
above in connection with any Receivables Loan Ineligibility Event caused by such
ineligible  Instrument;  and (c)  Borrower  has  requested  Lender in writing to
release the  ineligible  Instrument.  Borrower  will  prepare  the  reassignment
document which shall be in form and substance substantially identical to Exhibit
C-1 and will deliver it to Lender for  execution,  and Lender will send Borrower
the  re-assignment  document and send to Teton,  the Instrument being reassigned
within thirty (30) days after satisfaction of the conditions precedent specified
in the foregoing sentence.

     (b) If a Purchase  Contract or Reservation  Agreement  which is part of the
Working  Capital Loan  Collateral  ceases to be a Working  Capital Loan Eligible
Instrument or is determined not to be a Working Capital Loan Eligible Instrument
("Working  Capital  Loan  Eligibility  Event"),  then,  within  thirty (30) days
thereafter  Borrower  will (i) make to Lender a  principal  payment in an amount
equal to the

                                       15
<PAGE>


Working Capital Loan Borrowing Base of the ineligible  instrument,  plus accrued
and unpaid  interest on such  payment,  (ii)  replace such  ineligible  Purchase
Contract  and  Reservation  Agreement  with  one or more  Working  Capital  Loan
Eligible Instruments having an aggregate Working Capital Loan Borrowing Base not
less than the Working  Capital Loan Borrowing Base of the ineligible  instrument
or (iii) perform a combination of (i) and (ii). Simultaneously with the delivery
of the  replacement  Working  Capital Loan Eligible  Instrument to Lender for an
ineligible Purchase Contract and Reservation Agreement, Borrower will deliver to
Lender all of the items (except for a "Request for Working  Capital Loan Advance
and  Certification")  required to be delivered by Borrower to Lender pursuant to
paragraph (4.2), together with a "Borrower's  Certificate" in form and substance
substantially  identical to Exhibit C. Lender will reassign  and/or endorse over
to Teton,  without  recourse or warranty of any kind,  the  ineligible  Purchase
Contract  and  Reservation  Agreement  if: (a) no Event of Default or  Incipient
Default  exists;  (b) Borrower has made any principal  payment and Performed any
replacement obligations as required above in connection with any Working Capital
Loan Ineligibility Event caused by such ineligible instrument;  and (c) Borrower
has requested Lender in writing to release the ineligible  Purchase Contract and
Reservation  Agreement.  Borrower will prepare the  reassignment  document which
shall be in form and substance  substantially  identical to Exhibit C-1 and will
deliver  it  to  Lender  for  execution,  and  Lender  will  send  Borrower  the
re-assignment  document  within  thirty  (30)  days  after  satisfaction  of the
conditions precedent specified in the foregoing sentence.

3.3 Lockbox  Collections  and  Servicing.  Lockbox Agent shall be instructed and
required  to  collect  payments  on the  Instruments  constituting  part  of the
Receivables  Collateral and remit  collected  payments to Lender on the last day
(or if such day is not a Business  Day, on the  preceding  Business Day) of each
and every month  after the date of the first  Advance of the  Receivables  Loan,
according to the terms of the Lockbox  Agreement.  Payments  shall not be deemed
received by Lender until Lender  actually  receives  such  payments from Lockbox
Agent. Pursuant to the Servicing Agreement,  Servicing Agent shall be instructed
and required to furnish to Lender at Borrower's sole cost and expense,  no later
than the tenth (10th) day of each month  commencing with the first full calendar
month following the date of this Agreement,  a report, in a format  satisfactory
to Lender,  which:  (a) shows as of the end of the prior  month with  respect to
each Instrument  which  constitutes  part of the Receivables  Collateral (i) all
payments  received,  allocated  between  principal,  interest,  late charges and
taxes,  (ii) the opening and closing  balances,  (iii) average consumer interest
rates;   and  (iv)  extensions,   refinances,   prepayments  and  other  similar
adjustments;  and (b) indicates delinquencies of thirty (30), sixty (60), ninety
(90) days and in excess of ninety (90) days.  Borrower will pay,  without notice
or demand, any amount which was due and payable by Borrower on the last Business
Day of the  preceding  calendar  month  covered by such reports  within five (5)
Business Days following  Borrower's  Knowledge of such amounts.  If such reports
are not timely  received,  Lender  may  estimate  the  amount  which was due and
payable.  Borrower will pay upon demand the amount  determined by Lender in good
faith  to be due and  payable.  If  payment  is made on the  basis  of  Lender's
estimate  and  thereafter  reports  required by this  paragraph  are received by
Lender,  the estimated payment amount shall be adjusted by an additional payment
or a refund to the correct amount, as the reports may indicate;  such additional
amount to be paid by  Borrower  upon demand and such refund to be made by Lender
within five (5) Business Days after the receipt by Lender of the  aforementioned
reports, in accordance with the provisions of Section hereof. At the end of each
calendar quarter,  Borrower will deliver or cause the Servicing Agent to deliver
to Lender a current  list of the  names,  addresses  and  phone  numbers  of the
obligors  on  each  of the  Instruments  constituting  part  of the  Receivables
Collateral.  Borrower will also deliver or cause  Servicing  Agent to deliver to
Lender, promptly after receipt of a written request for them, such other reports
with respect to Instruments  constituting part of the Receivables  Collateral as
Lender may from time to time reasonably require.

3.4  Replacement  of  Agents.  If a default  on the part of an Agent  exists and
continues  under  the  agreement  to which it is a party or an Event of  Default
exists and  continues,  Lender,  subject to any additional  restriction  thereon
contained in the Lockbox  Agreement or the Servicing  Agreement,  as applicable,
may at any time and from time to time,  substitute a successor or  successors to
any Agent acting under the Servicing Agreement or Lockbox Agreement.

3.5 Maintenance of Security. Borrower will deliver, or cause to be delivered, to
Lender and will maintain,  or cause to be  maintained,  in full force and effect
throughout  the Term  (except  as  otherwise  expressly  provided  in such  Loan
Document), as security for the

                                       16
<PAGE>


Performance of the  Obligations,  the Security  Documents and all other security
required to be given to Lender pursuant to the terms of this Agreement.

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

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

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

     (i) the Loan Documents;

     (ii) UCC financing statements for filing and/or recording,  as appropriate,
     where necessary to perfect the security interests in the Collateral;

     (iii) the Title Policy;

     (iv) a favorable opinion or opinions from independent counsel for Borrower,
     which counsel shall be satisfactory to Lender and which opinion shall cover
     such  matters as Lender may require,  including,  without  limitation,  the
     Minimum Opinion Matters pertaining to Borrower and the Time-Share Project;

     (v) the Third Party Consents;

     (vi) such other  documents as Lender may  reasonably  require to effect the
     intent and purposes of this Agreement.

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

     (i) the Articles of  Organization  of Borrower  and, if  applicable,  their
     respective managers, members and partners, to the extent any such entity is
     not a natural person;

     (ii) the  Resolutions of Borrower and, if applicable,  of their  respective
     managers,  members  and  partners,  to the extent any such  entity is not a
     natural  person,  authorizing  the  execution  and  delivery  of  the  Loan
     Documents, the transactions  contemplated thereby and such other matters as
     Lender may require;

     (iii) [Intentionally Omitted];

     (iv) a Phase I environmental assessment of the Time-Share Project;

     (v) evidence that all taxes and  assessments on the Time-Share  Project due
     and  payable  as of the date of the  initial  Advance of the Loan have been
     paid;

     (vi) a 1997 ALTA/ACSM  survey map of the Time-Share  Project  prepared by a
     licensed land surveyor acceptable to Lender, certified to Lender in writing
     and showing the  Time-Share  Project,  evidence of access to the Time-Share
     Project,  all  easements  necessary  for  the  operation  and  use  of  the
     Time-Share  Project,  and such  other  details  as  Lender  may  reasonably
     require;  and/or at Lender's  option,  a condominium map if any part of the
     Time Share Project has been dedicated to a condominium regime;

     (vii) all permits, licenses,  approvals and certificates for the occupancy,
     use and  operation  of the  Time-Share  Project  for  time-share  and other
     intended uses and for the sale of Time-Share  Interests,  but excluding the
     Minimum Required Time-Share Approvals and Certificates of Completion or
     occupancy for the Time-Share Project;

     (viii)  evidence that the  Time-Share  Project is zoned for  time-share and
     other intended uses and that all approvals required for such uses under any
     covenants,   conditions   and   restrictions,   including   any   necessary
     architectural  committee  approvals,   have  been  obtained.  In  addition,
     evidence  satisfactory  to Lender that the  present  use of the  Time-Share
     Project will not violate any existing  bylaws,  restrictions,  covenants or
     regulations affecting the Time-Share Project;

     (ix) the Insurance Policies;


                                       17
<PAGE>


     (x)  evidence  that the  Time-Share  Project is not located  within a flood
     prone area or, if within a flood zone,  evidence  that flood  insurance has
     been obtained;

     (xi)  evidence of the  current  and  continued  availability  of  utilities
     necessary to serve the Time-Share Project for time-share and other intended
     uses or  evidence  that  upon the  Completion  of the Work the same will be
     available;

     (xii) evidence of access to and parking for the Time-Share Project adequate
     for time-share and hotel uses;

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

     (xiv) as a  condition  precedent  to the first  Advance of the  Receivables
     Loan, evidence that each owner of a Time-Share Interest will have available
     to  it  the  quiet  and  peaceful  enjoyment  of  the  Time-Share  Interest
     (including  promised  amenities and necessary  easements) owned by it which
     cannot  be  disturbed  so long  as  such  owner  is not in  default  of its
     obligations to pay the purchase price of its  Time-Share  Interest,  to pay
     assessments to Teton or to the Time-Share  Association,  and to comply with
     reasonable  rules and  regulations  pertaining to the use of the Time-Share
     Interest ("Quiet Enjoyment Rights");

     (xv)  satisfactory  evidence that upon the initial Advance,  Borrower shall
     have good and marketable title to the Collateral. In addition, satisfactory
     evidence that the security interests to be granted to Lender have been duly
     perfected as first and prior charges and security  interests and that there
     are no  other  legal  charges  or  security  interests  filed  against  the
     Collateral except for Permitted Encumbrances; and

     (xvi) such other items as Lender requests which are reasonably necessary to
     evaluate  the request for the Advance of the Loan and the  satisfaction  of
     the conditions precedent to the Advance.

     (c) Minimum  Price  Schedule.  Lender shall have  received  from Borrower a
pricing  schedule  for  the  Time-Share  Interests,   which  schedule  shall  be
acceptable to Lender,  which  demonstrates  an  individual  retail value of each
Time-Share Interest satisfactory to Lender and a total projected retail value of
the  Time-Share  Interests  of not less than  Sixty  One  Million  Five  Hundred
Thousand Dollars ($61,500,000). The minimum price schedule is attached hereto as
Exhibit M.

     (d)  Transfer  Fees.  Lender  shall  have  received  in form and  substance
satisfactory to Lender,  evidence of payment of transfer fees and taxes assessed
by  applicable  governmental  authorities  in connection  with the  transactions
contemplated herein.

     (e)  Financials.  Borrower  shall deliver to Lender  proforma  consolidated
unaudited  financial  statements prepared on the assumption that the full amount
of the  Construction  Loan,  Receivables  Loan and the Working Capital Loan have
been  advanced to the Borrower and  reflecting  that the Borrower has a positive
net worth and are solvent,  together with current  financial  statements for the
Borrower (with respect to the financial  reporting period ending no earlier than
sixty (60) days prior to the  Required  Closing  Date) in the form  required  by
paragraph 6.1(d)(i) together with a compliance  certificate in the form required
by paragraph 6.1(d)(i). Lender shall have received the proforma operating budget
for the Time-Share  Association.  Lender shall have received  audited  financial
statements  for Raintree for its fiscal year ending 1998 which shall  reflect no
material  adverse  change from the draft fiscal year 1998  financial  statements
previously received by Lender.

     (f) Regulatory  Scheme;  Alternate Uses. Lender shall be satisfied with the
regulatory scheme having  jurisdiction over the marketing and sale of Time-Share
Interests in Wyoming including,  without  limitation,  rescission  periods,  the
necessity  for public  reports,  the use by Borrower of  purchaser  deposits and
requirement that purchaser deposits be held within escrow accounts.  In addition
Lender must be  satisfied as to the  financial  viability of any planned uses of
the Time-Share Project which are alternative to the sale of


                                       18
<PAGE>


fractional interests therein (e.g. hotel use, full unit condominium sale).

     (g) Credit Reports;  Search Reports;  Site  Inspections.  Lender shall have
received,  in form and  substance  satisfactory  to Lender,  the  results of UCC
searches with respect to Borrower and (if existing) the  Time-Share  Association
and with respect to Borrower, lien, litigation, judgment and bankruptcy searches
for Borrower,  and (if existing) the  Time-Share  Association  conducted in such
jurisdictions as Lender deems appropriate and having a currency meeting Lender's
requirements.

     (h) Organizational Structure. Lender shall be reasonably satisfied with the
organizational structure of Borrower.

     (i) Broker.  If the services of a broker have been  utilized by Borrower to
arrange the Construction Loan, the Receivables Loan or the Working Capital Loan,
evidence that any fee due such broker or brokers has been paid or shall be paid.
In any event, such fees are to be borne solely by Borrower.

     (j)  Existing  Debt.  There shall  exist no  default,  events of default or
incipient defaults under the Redeemable Senior Notes.

     (k)  Appraisal.  Lender has received  satisfactory  evidence  that the Real
Property,  on the date of the first Advance, has an "as is" fair market value of
at least Four Million Dollars ($4,000,000).

     (l) Minimum Equity. Borrower has demonstrated to the satisfaction of Lender
that Teton has invested at least One Million Dollars ($1,000,000) in cash in the
development  of the Time-Share  Project,  which cash shall have been expended in
the manner set forth in the Budget approved by Lender.

     (m) Title  Policy.  Lender  shall  have  received  the  Title  Policy or an
irrevocable  commitment  from  the  Title  Insurer  to  issue  the  same,  which
commitment  shall include  binding  commitment  from the Title Insurer to insure
Lender  against any liens which may arise  between the first Advance of the Loan
and the recordation of the Mortgage.

     (n)  Marketing  Agreements.  Lender  shall have  received  and approved all
marketing agreements pertinent to the Time-Share Project, if any (which, if such
exist,  shall be  collaterally  assigned to Lender  pursuant  to the  Time-Share
Marketing  Agreement  Assignment)  and which  agreements  shall be terminable at
Lender's option upon an Event of Default.

     (o) Matters  Regarding Golf and Ski Benefits.  Lender is satisfied with the
terms and conditions of the agreements that entitle  Purchasers to golf, ski and
other recreational benefits; the golf, ski and other recreational benefits shall
be owned by  Teton,  but shall be  transferable  to the  Time-Share  Association
pursuant to paragraph 6.1(p); with each payment made by Teton to the person from
whom Teton is purchasing golf, ski and other recreational  benefits,  Teton will
have  purchased a determined  number of such  benefits;  and Lender is satisfied
with the manner in which the purchase price for golf, ski and other recreational
benefits is paid by Teton  (with  Lender  having the right to withhold  from the
proceeds of the Receivables Loan the amount of such purchase price and remit the
same directly to the seller of such benefits).

     (p) Minimum Sales. Borrower is in compliance with the Minimum Monthly Sales
Covenant  contained in Section S.4(b) of the Schedule  (assuming for purposes of
this condition that such covenant is tested monthly) for the period ending as of
the last day of the month previous to the first Advance.

4.2 Additional Conditions Precedent.

     (a) Construction Loan. For each Advance of the Construction Loan,  Lender's
obligation to make such Advance shall be subject to the terms and  provisions of
the Construction Covenants.

     (b)  Receivables  Advances.  For  each  Advance  of the  Receivables  Loan,
Lender's  obligation  to make such  Advance  shall be  subject  to the terms and
conditions  set forth in Exhibit E,  including  delivery of the items called for
therein,  at least five (5) Business Days prior to the date of an Advance of the
Receivables Loan.

     (c) Working Capital Advances. For each Advance of the Working Capital Loan,
Lender's  obligation  to make such  Advance  shall be  subject  to the terms and
conditions  set forth in Exhibit D,  including  delivery of the items called for
therein, at least five (5) Business Days prior

                                       19
<PAGE>


to the date of an Advance of the Working Capital Loan.

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

     (a) No  material  adverse  change  shall have  occurred  in the  Time-Share
Project, the Collateral,  the business or financial condition of Borrower (since
the date of the latest financial and operating  statements given to Lender by or
on behalf of Borrower), or the ability of Borrower to Perform the Obligations.

     (b) There shall have been no material, adverse change in the warranties and
representations made in the Loan Documents by Borrower.

     (c) Neither an Event of Default nor  Incipient  Default shall have occurred
and be continuing.

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

     (e)  Subject to the  conditions  for payment of such loan fees set forth at
S.3 of the Schedule,  Borrower shall have paid to Lender the  Construction  Loan
Fee, the  Receivables  Loan Fee, the Working Capital Loan Fee and all other fees
which are required to be paid at the time of the Advance.

4.4 Receivables Loan Conditions.  The parties  acknowledge that those conditions
precedent to the making of the first Advance of the Receivables Loan (including,
without  limitation,  the  execution of a  satisfactory  Lockbox  Agreement  and
Servicing  Agreement)  have not been satisfied as of the Required  Closing Date.
Borrower acknowledges that Lender shall have no obligation to make an Advance of
the Receivables  Loan until such time as all such conditions have been satisfied
to the satisfaction of Lender.

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

4.6 Minimum  Amount and Maximum  Frequency of Advances.  Advances of the Working
Capital Loan and the Receivables Loan shall be made in amounts not less than the
amounts identified in the Schedule as the Minimum Advance Amount.  Such Advances
shall be made no more  frequently  in any  calendar  month  than  the  frequency
identified  in the  Schedule as the Maximum  Advance  Frequency.  The amount and
frequency  of  Advances  of the  Construction  Loan shall be as set forth in the
Construction Covenants.

4.7  Disbursement  of  Advances.  Advances  may be payable to  Borrower,  or, if
requested  by  Borrower  and  approved in writing by Lender,  to others,  either
severally  or jointly  with  Borrower,  for the  credit or benefit of  Borrower.
Advances shall be disbursed in Dollars by wire transfer or, at Borrower's option
exercised by written  request to Lender,  by check or drafts.  Borrower will pay
Lender's  reasonable  charge in connection with any wire transfer,  and Lender's
current  charge is identified  in the Schedule as the Wire Transfer Fee.  Lender
may, at its option,  withhold  from any  Advance  any sum  (including  costs and
expenses) then due to it under the terms of the Loan Documents or which Borrower
would be obligated to reimburse  Lender  pursuant to the Loan Documents if first
paid  directly  by Lender.  In  addition,  Work-Related  Advances  shall be made
pursuant to the Construction Covenants.

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

5. BORROWER'S REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Lender that:

5.1 Good Standing.

     5.1.1 Teton is a duly organized, validly existing and in good standing as a
business  organization of the type identified in the Schedule as Borrower's Type
of Business  Organization under the laws of the state identified in the Schedule
as  Borrower's  State of  Organization  and is  authorized to do business in the
state where the  Time-Share  Project is located and in each state where Borrower
is at any time selling Time-Share Interests or where at any time the location or
nature of its  properties or its business  makes such  qualification  necessary.
Teton  has full  power and  authority  to carry on its  business  and to own its
property.

     5.1.2 Raintree is duly organized,  validly existing and in good standing as
a

                                       20
<PAGE>


business  organization of the type identified in the Schedule as Borrower's Type
of Business  Organization under the laws of the state identified in the Schedule
as  Borrower's  State of  Organization  and in each state  where at any time the
location or nature of its  properties or its business  makes such  qualification
necessary. Raintree has full power and authority to carry on its business and to
own its property.

5.2 Power and Authority;  Enforceability.  Borrower has full power and authority
to execute and deliver the Loan  Documents and to Perform the  Obligations.  All
action  necessary and required by Borrower's  Articles of  Organization  and all
other Legal  Requirements  for  Borrower to obtain the  Construction  Loan,  the
Receivables  Loan and the Working  Capital Loan, to execute and deliver the Loan
Documents and to Perform the Obligations  has been duly and  effectively  taken.
The Loan  Documents are and, to Borrower's  Knowledge,  shall be, legal,  valid,
binding and  enforceable  against  Borrower;  and do not violate the  Applicable
Usury Law or  constitute a default or result in the  imposition  of a lien under
the terms or provisions of any  agreement to which  Borrower is a party.  Except
for the Third Party  Consents  delivered  pursuant to  paragraph  4.1(a) and the
consents evidenced by the Resolutions delivered pursuant to paragraph 4.1(b), no
consent  of any  governmental  agency  or any other  person  not a party to this
Agreement  is or will be required as a condition to the  execution,  delivery or
enforceability of the Loan Documents.

5.3 Borrower's  Principal Place of Business.  Each Borrower's principal place of
business and chief executive  office are located at the addresses  identified in
the Schedule as  Borrower's  Principal  Place of Business and  Borrower's  Chief
Executive Office.

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

5.5 Compliance with Legal Requirements.  To Borrower's  Knowledge,  Borrower has
complied  with all  Legal  Requirements  in all  material  respects,  including,
without  limitation,   with  respect  to  the  Time-Share  Project,   all  Legal
Requirements  of the state in which the  Time-Share  Project is located  and all
other governmental  jurisdictions in which Time-Share  Interests will be sold or
offered for sale by Borrower.

5.6 No  Misrepresentations.  The Loan Documents and all certificates,  financial
statements and written materials furnished to Lender by or on behalf of Borrower
in connection with the  Construction  Loan, the Receivables Loan and the Working
Capital  Loan do not  contain  as of the date  furnished  to Lender  any  untrue
statement of a material fact or omit to state a fact which materially  adversely
affects or in the future may materially adversely affect the Time-Share Project,
the Collateral,  the business or financial  condition of Borrower or the ability
of Borrower to Perform the Obligations;  provided, however, that with respect to
written materials,  certificates and financial statements furnished to Lender on
behalf of Borrower, Borrower makes the foregoing representation only to the best
of Borrower's Knowledge .

5.7 No Default for Third Party  Obligations.  To the best Knowledge of Borrower,
Borrower is not in default under any other agreement evidencing, guaranteeing or
securing borrowed money or a receivables  purchase  financing or in violation of
or in  default  under  any  material  term  in  any  other  material  agreement,
instrument,  order, decree or judgment of any court, arbitration or governmental
authority to which it is a party or by which it is bound.

5.8 Payment of Taxes and Other  Impositions.  Borrower has filed all tax returns
and has paid all Impositions,  if any, required to be filed by it or paid by it,
including real estate taxes and assessments  relating to the Time-Share  Project
or the Collateral.

5.9 Sales  Activities.  Prior to the date of this  Agreement,  Borrower has sold
Time-Share  Interests  and  offered  Time-Share  Interests  for sale only in the
jurisdictions identified in the Schedule as the Jurisdictions Where Sales And/or
Offers to Sell Have Occurred.

5.10  Time-Share  Interest Not a Security.  Borrower has not sold or offered for
sale  any  Time-Share  Interest  as an  investment.  To the  best of  Borrower's
Knowledge, neither the sale nor the offering for sale of any Time-Share Interest
will  constitute  the sale or the  offering  for sale of a  security  under  any
applicable law.

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


                                       21
<PAGE>


5.12 Eligible Instruments.  Each Instrument which is assigned to Lender pursuant
to this  Agreement  and  against  which an  Advance of the  Receivables  Loan is
requested or which is assigned in satisfaction of Borrower's  obligations  under
paragraph 2.7 or 3.2 shall be an Eligible  Instrument at the time of assignment.
Borrower has Performed all of its  obligations to  Purchasers,  and there are no
executory  obligations  to  Purchasers  to be Performed by Borrower,  except for
non-delinquent  and  executory  obligations  disclosed  to  Purchasers  in their
Purchase  Contracts.  Each Purchase Contract and Reservation  Agreement which is
assigned to Lender  pursuant to this  Agreement  and against which an Advance of
the Working  Capital  Loan is  requested  or which is  assigned in  satisfaction
Borrower's  obligations  under  paragraph 2.7 and 3.2 shall be a Working Capital
Loan Eligible Instrument.

5.13  Assessments  and  Reserves.  When a  Purchaser  closes the  purchase  of a
Time-Share  Interest,  such  Purchaser  automatically  becomes  a member  of the
Time-Share  Association;  and will thereafter  remain a member of the Time-Share
Association  and be  entitled to vote on the affairs  thereof,  subject  only to
retaining ownership of a Time-Share Interest. From and after the Association and
Assessment  Compliance Date: (a) the Time-Share  Association will have authority
to levy annual  assessments to cover the costs of maintaining  and operating the
Time-Share Project; (b) to Borrower's Knowledge, the Time-share Association will
be solvent; (c) to Borrower's Knowledge,  levied assessments will be adequate to
cover the current costs of maintaining and operating the Time-Share  Project and
to establish and maintain a reasonable  reserve for capital  improvements to the
extent and as required under the Time-Share Program Consumer Documents;  and (c)
to Borrower's  Knowledge,  there will be no events (other than inflation)  which
could give rise to a material  increase in such costs,  except for  additions of
subsequent  phases of the Time-Share  Project that will not materially  increase
assessments.

5.14 Title to and Maintenance of Common Areas and Amenities. Except as otherwise
permitted and disclosed by the Time-Share Program Governing Documents,  from and
after  the  Association  and  Assessment  Compliance  Date:  (a) the  Time-Share
Association  or the owners of  Time-Share  Interests in common will at all times
own the  furnishings  in the Units and all the  common  areas in the  Time-Share
Project and other  amenities  which have been promised or  represented  as being
available to Purchasers,  free and clear of liens and security  interests except
for the Permitted Encumbrances; (b) no part of the Time-Share Project is or will
be  subject to  partition  by the owners of  Time-Share  Interests;  and (c) all
access roads and utilities and off-site improvements necessary to the use of the
Time-Share   Project  will  have  been  dedicated  to  and/or  accepted  by  the
responsible  governmental  authority  or  utility  company  or are  owned  by an
association  of  owners  of  property  in  a  larger   planned   development  or
developments of which the Time-Share Project is a part.

5.15 [Intentionally omitted]

5.16 Year 2000.  Borrower  has taken all action  necessary  to assure that there
will be no  material  adverse  change to  Borrower's  business  by reason of the
advent of the year 2000,  including without  limitation that all  computer-based
systems,  embedded  microchips  and other  processing  capabilities  effectively
recognize and process dates after April 1, 1999.

5.17 Survival and Additional Representations and Warranties. The representations
and  warranties  contained  in this  Article 5 are in  addition  to,  and not in
derogation of, the  representations  and warranties  contained  elsewhere in the
Loan Documents and shall be deemed to be made and reaffirmed prior to the making
of each Advance.

6. BORROWER'S COVENANTS

6.1 Borrower's Affirmative Covenants.

     (a) Good  Standing.  Borrower  will  maintain  its  existence as a business
organization of the type described below when it has signed this Agreement, duly
organized and validly  existing and in good standing as the type of organization
identified in the Schedule as Borrower's Type of Business Organization under the
laws of the state identified in the Schedule as Borrower's State of Organization
and with respect to Teton, remain in good standing and authorized to do business
in the state  where the  Time-Share  Project is located  and in each state where
Teton is then  selling  Time-Share  Interests  and  with  respect  to Teton  and
Raintree,  where at any time the location or nature of their properties or their
business then makes such good  standing and  qualification  necessary.  Borrower
will  maintain  full  authority to Perform the  Obligations  and to carry on its
business and own its property.

     (b)  Compliance  with Legal  Requirements.  Borrower  will  comply with and
maintain  in full  force and  effect  all  Legal  Requirements  in all  material
respects,   including,   without  limitation,  all  Legal  Requirements  of  the
jurisdiction  in  which  the  Time-Share   Project  is  located  and  all  other
governmental jurisdictions

                                       22
<PAGE>

in which the Time-Share Project is located or in which Time-Share Interests will
be sold or offered for sale by Borrower.

     (c) Insurance.  Borrower will provide and maintain at Borrower's  sole cost
and  expense,  and  deliver to Lender,  such  insurance  as is from time to time
required by the Lender,  written by such insurers, in such amounts and forms and
with such limits,  deductibles and retentions as are reasonably  satisfactory to
Lender,  provided,  however,  that Lender shall not alter,  amend or modify said
insurance requirements more than once during any calendar year.

     (d) Reports.

     (i) Financial  Information.  During the Term, Borrower shall be required to
     furnish  or  cause  to be  furnished  to  Lender  the  following  financial
     statements  prepared in reasonable  detail, and certified as correct by the
     principal  financial  officer of the subject of such statement:  (a) within
     forty five (45) days after the end of each fiscal  quarter,  a statement of
     profit and loss, a balance  sheet,  and a cash flow statement as of the end
     of such quarter, as to Teton and as to Raintree,  showing operating results
     for such quarter for the period from the  beginning of the relevant  fiscal
     year through the end of such quarter and for the  comparable  period of the
     preceding  fiscal year,  if any,  together  with an accounts  payable aging
     schedule for Teton as of the end of such quarter,  aging  Teton's  accounts
     payable on a thirty (30), sixty (60),  ninety (90) and beyond a ninety (90)
     day basis,  from due date;  and (b) within one  hundred  twenty  (120) days
     after the end of each  fiscal  year,  a  statement  of profit  and loss,  a
     balance  sheet and a cash flow  statement as of the end of such year, as to
     each of Teton  and  Raintree,  and as to the  Time-Share  Association.  The
     annual  financial   statements  of  Teton,   Raintree  and  the  Time-Share
     Association  shall  be  audited  by  a  certified  public  accounting  firm
     acceptable to Lender in accordance with GAAP.  Teton's,  Raintree's and the
     Time-Share  Association's  annual financial statements shall be accompanied
     by a management  letter from the accountants  detailing any deficiencies in
     accounting  practices  and  commenting  on  any  other   accounting-related
     matters.   Together  with  Teton's  and  Raintree's   quarterly   financial
     statements,  Teton and Raintree will deliver to Lender a certificate signed
     by Teton's and  Raintree's  chief  executive  officer  and chief  financial
     officer stating that, as of the date of such  certificate,  there exists no
     Event of Default or  Incipient  Default or, if any such Event of Default or
     Incipient Default exists, specifying the nature and period of its existence
     and what  action  Borrower  proposes  to take with  respect  thereto.  Such
     certificate  shall state  specifically  that Borrower is in compliance with
     paragraphs 6.1(c),  6.1(e), 6.2(b) and 6.2(c), shall demonstrate the extent
     to which Borrower is in compliance with Sections  S.4(a),  S.4(b),  S.4(c),
     S.4(d) and S.4(f) of the  Schedule.  Together  with Teton's and  Raintree's
     quarterly  financial  statements,  Teton and Raintree shall also deliver to
     Lender  a copy of the bank  statement  and  other  reports  reflecting  the
     balance  of Cash  Equivalents  of  Teton  as of the  end of such  quarterly
     period,  required  to be  maintained  pursuant  to  Section  S.4(e)  of the
     Schedule.  Raintree  shall  supply  to  Lender  copies  of  any  compliance
     certificates  submitted by Raintree to the holder of the Redeemable  Senior
     Notes  concurrently  with  the  submission  of  such  certificate  to  such
     holder(s) and any notices (other than notices of a routine nature) given by
     the holder of the Redeemable  Senior Notes to Raintree or given by Raintree
     to the holder of the Redeemable Senior Notes, concurrently with such giving
     or receipt. For purposes of this paragraph, in the case of a partnership or
     limited  liability  company,  "chief executive  officer" of an entity shall
     mean the general partner,  member or manager having primary  responsibility
     for the operations of such entity; and "chief financial officer" of such an
     entity shall mean the general  partner,  member or manager  having  primary
     responsibility for the finances of such entity.

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

     (iii)  Sales  Reports.  On or  before  the  tenth day after the end of each
     month, Borrower will cause to be furnished to Lender a sales report showing
     the number of tours, the

                                       23
<PAGE>

     number of sales and  closings of  Time-Share  Interests  and the  aggregate
     dollar amount  thereof,  including  average sales price and down  payments,
     during such month.

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

     (v) Right to Inspect.  Borrower  will at its expense  permit Lender and its
     representatives  at all reasonable times to inspect the Time-Share  Project
     and to inspect,  audit and copy  Borrower's  books and  records,  provided,
     however,  that,  so long as no Event of Default or  Incipient  Default  has
     occurred  and is  continuing,  Lender  shall  provide to Borrower  ten (10)
     Business Days' prior written notice before  conducting such inspections and
     audits.

     (vi)  Association  Budgets.  Borrower will submit to Lender within ten (10)
     days after each is available,  proposed  annual  maintenance  and operating
     budgets of the  Time-Share  Association,  certified  to be  adequate by the
     Time-Share  Manager  (or  if  there  is  not a  Time-Share  Manager,  by an
     authorized  officer of the Time-Share  Association)  and a statement of the
     annual assessment to be levied upon the owners of Time-Share Interests; and
     will use its best  efforts  to cause to be made  available  to  Lender  for
     inspection,  auditing and copying,  upon  Lender's  request,  the books and
     records of the Time-Share Association.

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

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

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

     (e) Subordination of Indebtedness Owing to Affiliates.  Borrower will cause
any and all indebtedness owing by it to its shareholders,  directors,  officers,
partners,  members  or  managers,  as the case may be,  or to the  relatives  or
Affiliates  of  Borrower  or any of  the  foregoing,  and  all  liens,  security
interests  and other charges on the assets of Borrower in favor of the foregoing
persons to be fully  subordinated in all aspects to the Obligations  pursuant to
written  agreements  satisfactory  to  Lender;  provided,  however,  that (A) if
neither an Event of Default nor an  Incipient  Default then exists or will exist
after giving effect to such payment,  such subordination shall not extend to (i)
reasonable  bonuses,  salaries,  other  compensation  and  fees  at  normal  and
customary  rates for services  actually  rendered so long as the payment of such
salaries and fees is not prohibited or otherwise limited pursuant to any


                                       24
<PAGE>


provision  set  forth in the  Schedule  and (ii)  payments  expressly  permitted
pursuant to the terms of this Agreement and (B) any such subordination  shall be
subject to section 4.08 of the Indenture.

     (f) Payment of Taxes.  Borrower will file when due all tax returns and will
pay  when  due all  taxes,  if any,  required  to be  filed by it or paid by it,
including real estate taxes and assessments  relating to the Time-Share  Project
or the  Collateral.  Borrower  will  provide to Lender not more than thirty (30)
days after the date on which such  Impositions were required to be paid pursuant
to the preceding  sentence prior to being deemed  delinquent,  evidence that all
taxes  required to be paid pursuant to the  preceding  sentence on the Units and
Time-Share Project common areas and related amenities have been paid in full.

     (g) Payment of  Impositions.  Borrower  will  promptly  pay upon demand all
Impositions  imposed upon Lender by any state of the United  States or political
subdivision  thereof or the United States by reason of the Loan  Documents,  the
Collateral  and/or any sale,  rental,  use, delivery or transfer of title to the
Collateral,  other than any tax measured by net income  payable by Lender to any
State of the United  States or  political  subdivision  thereof or to the United
States of America  under  Section 11 or 1201 of the Internal  Revenue  Code,  as
amended,  in  consequence  of the receipt of payments  provided  for in the Loan
Documents  and other than any general  franchise  tax or business  license taxes
measured by Lender's  gross  income.  If it is unlawful for Borrower to pay such
Impositions,  Borrower shall not be required to pay such Impositions; but Lender
may  demand  payment  of such  additional  amount as is  necessary  to  maintain
Lender's yields on the Receivables  Loan,  Construction Loan and Working Capital
Loan in either a single payment or at Lender's option, in installment  payments,
and  Borrower  will pay such amount upon  demand.  If it is unlawful to pay such
additional  amount,  Borrower  shall not be  required  to pay it; but Lender may
demand  immediate  payment  of  the  Obligations  in  full  (together  with  the
applicable  Receivables Loan Prepayment  Premium,  Construction  Loan Prepayment
Premium  and  Working  Capital  Loan  Prepayment),  and  Borrower  will  pay the
Obligations in full within sixty (60) days after such demand.  If Lender has not
received  evidence  satisfactory to it from Borrower that such  Impositions have
been paid by Borrower  within five (5) days after demand was made upon  Borrower
to make such  payment,  Lender may, at its option,  pay the same,  and  Borrower
shall  immediately  reimburse  Lender for such sums so expended,  together  with
interest thereon at the Default Rate until paid.

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

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

     (j)  Material  Increases  to  Assessments.  Borrower  (i) will use its best
efforts to cause the  Time-Share  Association  to (A) discharge its  obligations
under the Time-Share  Program Governing  Documents and (B) maintain a reasonable
reserve for capital  improvements to the Time-Share  Project and (ii) so long as
Borrower  controls the Time-Share  Association  will pay to such association not
less often than once every twelve (12) months,  the  difference  between (A) the
cumulative  total amount of the maintenance and operating  expenses  incurred by
the  Time-Share  Association,  together  with a  reasonable  reserve for capital
improvements  and the amount of any installment of real property taxes currently
due and payable with respect to the  Time-Share  Project and related  amenities,
through the end of the calendar month  preceding the month in which such payment
is made and (B) the  cumulative  total  amount  of  assessments  payable  to the
Time-Share  Association by owners (other than Borrower) of Time-Share  Interests
therein  through the end of the calendar month preceding the month in which such
payment is made.

                                       25

<PAGE>

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

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

     (m)  Collection of  Receivables  Collateral.  Borrower  will  undertake the
diligent,  timely and commercially  reasonable  collection of amounts delinquent
under each Instrument which  constitutes part of the Receivables  Collateral and
under each Purchase Contract and Reservation  Agreement which constitute part of
the Working  Capital Loan  Collateral  and will bear the entire  expense of such
collection.  Lender shall have no  obligation to undertake any action to collect
under any Instrument.

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

     (o) Year 2000.  Borrower  shall take all action  necessary  to assure  that
there will be no material adverse change to Borrower's business by reason of the
advent of the year 2000,  including without  limitation that all  computer-based
systems,  embedded  microchips  and other  processing  capabilities  effectively
recognize and process dates after April 1, 1999. At Lender's  request,  Borrower
shall  provide  to  Lender  assurance  reasonably   acceptable  to  Lender  that
Borrower's  computer-based  systems,  embedded  microchips and other  processing
capabilities are year 2000 compatible.

     (p) Transfer to the Time-Share Association. On or before the earlier of (i)
the obtaining of a certificate  of occupancy for the  Improvements  or (ii) June
30, 2000, Borrower shall cause to be transferred to the Time-Share  Association,
the golf, ski and other recreation benefits described in paragraph 4.1(o).

     (q) Post  Closing.  Within seven (7) Business  Days  following the Required
Closing Date,  Raintree  shall deliver to Lender a favorable  opinion of counsel
satisfactory  in form and  substance to Lender from  Raintree's  Texas  counsel,
opining as to the  enforceability of this Agreement and each of the Construction
Loan Note, Receivables Loan Note and Working Capital Loan Note made and executed
by  Raintree.  In the  event  modifications  are  required  to be  made  in this
Agreement  or any of the  aforementioned  notes in order for counsel to render a
favorable opinion to Lender, Borrower agrees to promptly make such modifications
to the satisfaction of Lender and to Raintree's opining counsel.

     (r)  Escrow.  Unless  Borrower  is  required  pursuant  to the  terms  of a
particular  Reservation  Agreement to refund monies to the Purchaser thereunder,
Borrower  agrees  to cause  all  monies  paid  under  Working  Capital  Eligible
Instruments  to remain  within the Escrow until the closing of the sale which is
the subject matter of the Reservation Agreement. Borrower agrees to give written
notice to Lender  within five  Business  Days after such time as any monies paid
under a Working  Capital  Eligible  Instrument  are  refunded  to the  Purchaser
thereunder.

6.2 Borrower's Negative Covenants.

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

                                       26
<PAGE>

     (b) Restrictions on Additional Indebtedness.

     (i) Subject to the additional  restrictions  set forth in paragraph  6.2(c)
     below, Teton will not incur any additional indebtedness, including, without
     limitation, any liability under any capitalized lease or any liability as a
     guarantor  or  other  contingent   liability,   except  for  the  following
     ("Permitted Debt"): (ii) short term accounts payable incurred in connection
     with the  operation of the  Time-Share  Project in the  ordinary  course of
     business;  or (iii)  indebtedness  resulting  from  borrowings  which  were
     obtained under financings of time-share  receivables in the ordinary course
     of Teton's  business and Lender has elected,  or is deemed to have elected,
     not to provide  such  financing  pursuant to the  provisions  of  paragraph
     6.2(b)(ii) below and provided that such  indebtedness  does not violate any
     of the provisions of this Agreement. Without limiting the generality of the
     foregoing,  as a condition to approval of any third party loan or financing
     which is not  Permitted  Debt,  Lender may  require  that Teton  deliver to
     Lender copies of the  financing  documents  and such other  information  as
     Lender may reasonably  request with respect to such third party loan and/or
     financing and estoppel  certificates,  agreements providing notice and cure
     rights and  subordination  agreements  executed by the person providing the
     financing.

     (ii) If, during the Receivables Loan Borrowing Term, Teton wishes to accept
     an offer from a third party for financing of time share receivables,  Teton
     shall give Lender  written  notice of its intent to do so  together  with a
     copy of the written  proposal for the financing from the prospective  third
     party lender.  Lender shall have ten (10) Business Days from receipt of the
     notice and any other items  reasonably  requested  by Lender in  connection
     with such proposed  financing to issue a financing  proposal.  Lender shall
     have forty five (45) days  following the receipt of the financing  proposal
     timely  accepted by Teton within which to issue a commitment to extend such
     financing  upon  terms  substantially   equivalent  to  the  terms  of  the
     Receivables Loan as contained in this Agreement;  provided, however, Lender
     shall have no obligation to issue such commitment. The failure of Lender to
     issue a commitment  within the foregoing  period of time shall be deemed to
     be an election by Lender not to extend such financing. If Lender elects not
     to extend such  financing,  Teton shall be free to accept the proposal from
     such third party  lender and close such  transaction.  The  obtaining  by a
     particular  Purchaser  of financing of the  acquisition  of the  Time-Share
     Interests  purchased  by  such  Purchaser  shall  not  be  subject  to  the
     provisions of this paragraph 6.2(b)(ii).

     (c)  Restrictions on Liens or Transfers.  Teton,  without the prior written
consent of Lender,  will not:  (i) sell,  convey,  lease,  pledge,  hypothecate,
encumber  or  otherwise  transfer  any  security  for  the  Performance  of  the
Obligations  other than the sale of Time-Share  Interests in the ordinary course
of business  provided that any payment due to Lender as a result of such sale is
paid to Lender.  In connection with the lease of any commercial space within the
Time-Share  Project,  in addition to obtaining  the consent of Lender as to such
lease, the lease agreement shall be collaterally  assigned to Lender pursuant to
an  assignment  satisfactory  to Lender as further  security for the payment and
Performance  of the  Obligations  and all  proceeds  from  such  lease  shall be
remitted to Lender so long as there is an outstanding  unpaid principal  balance
due under the Construction Loan, for application against such principal balance;
(ii)  permit  or  suffer  to  exist  any  liens,  security  interests  or  other
encumbrances on the Collateral,  except for (A) the Permitted Encumbrances,  (B)
the liens and  security  interests  expressly  granted to Lender,  and (C) liens
against Purchasers and in favor of a Borrower or the Time-Share  Association for
payment of assessments or for amounts due under any executed  Time-Share Project
Consumer  Documents;  (iii) sell, convey,  lease,  transfer or dispose of all or
substantially all of its assets to another entity provided,  however,  that this
section  (iii)  shall  not be any  more  restrictive  to the  Borrower  than  is
permitted  by section 4.10 of the  Indenture;  or (iv) permit or suffer to exist
any change in the legal or  beneficial  ownership  of Teton or any change in the
power to control it,  Without  limiting  Lender's right to withhold its approval
for other reasons,  as a condition to approval of any lien, security interest or
other charge upon any of the Collateral, Lender may require that the third party
execute a subordination agreement satisfactory to Lender and provide


                                       27
<PAGE>

Quiet Enjoyment Rights to owners of Time-Share Interests.

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

     (e) No  Modification  of  Receivables  Collateral  or Payments by Borrower.
Borrower will not cancel or materially modify, or consent to or acquiesce in any
material  modification to any Reservation  Agreements which  constitute  Working
Capital  Loan  Collateral  or  waive  the  timely  performance  of the  material
obligations  of the Purchaser  under such  Reservation  Agreement.  In addition,
Borrower will not cancel or materially modify, or consent to or acquiesce in any
material modification (including, without limitation, any change in the interest
rate or amount,  frequency or number of payments) to, or solicit the  prepayment
of, any Instrument  which  constitutes  part of the (i)  Receivables  Collateral
(except for  solicitations  by the  Borrower  which  result in  prepayment  of a
particular Instrument in exchange for a discount not exceeding five percent (5%)
of the principal balance of such Instrument); or waive the timely performance of
the material  obligations  of the  Purchaser  under any such  Instrument  or its
security; or release the security for any such Instrument. Borrower will not pay
or advance  directly  or  indirectly  for the account of any  Purchaser  any sum
required to be  deposited  or owing by the  Purchaser  either under any Purchase
Contract or Reservation Agreement or under any Instrument which constitutes part
of the Receivables Collateral

     (f) No  Modification of Time-Share  Documents.  Borrower will not cancel or
materially modify, or consent to or suffer to exist any cancellation or material
modification  of any  Time-Share  Program  Consumer  Document or any  Time-Share
Program  Governing  Document  without the prior written consent of Lender,  such
consent not to be unreasonably withheld or delayed.

     (g)  Maintenance  of Larger  Tract.  To the extent  either  the  Time-Share
Project is part of a larger common  ownership  regime or planned  development or
parts of  buildings  in which Units are  located are not part of the  Time-Share
Project,  Borrower  will not  permit  common  expenses  to be  allocated  to the
Time-Share Project in an unreasonably disproportionate manner.

     (h) OPC Leases.  Borrower shall not enter into any  "Off-Premises  Contact"
leases or other  similar  off-site  agreements  with  respect to the  Time-Share
Project  without the prior  approval of Lender as to the terms and conditions of
such  leases  and   agreements   and  unless  such  leases  and  agreements  are
collaterally  assigned  to  Lender  as  further  security  for the  payment  and
Performance of the Obligations  pursuant to a Collateral  Assignment of Lessee's
Interest  in  Lease  (the  "Assignment  of  Leases"),  in a form  and  substance
satisfactory  to Lender and shall cause such Assignment of Leases to be recorded
in the  appropriate  real estate  records  provided that the landlord under such
lease  consents  to such  recordation.  Borrower  shall use its best  efforts to
obtain a  consent  from the  landlord  of such  lease  within  thirty  days (30)
following the execution of the Assignment of Leases.

     (i)  Minimum  Sales  Price.  Without the prior  written  consent of Lender,
Borrower  shall not sell the particular  Time-Share  Interest for an amount less
than the amount set forth in the  minimum  price  schedule  delivered  to Lender
pursuant to paragraph 4.1(c), a copy of which is attached hereto as Exhibit M.

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

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<PAGE>


7. DEFAULT

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

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

     (b) any  representation  or warranty  which is made by any  Borrower and is
contained in the Loan Documents or in any certificate  furnished to Lender under
the Loan Documents by or on behalf of any Borrower proves to be, in any material
adverse respect, false or misleading as of the date deemed made;

     (c) a default in the  Performance of the Obligations set forth in paragraph
3.2, 6.1(c), 6.1(e), 6.2(b),  6.2(c)(i),  6.2(c)(iii) or 6.2(c)(iv) hereof or in
Sections S.4(a), S.4(b), S.4(c), S.4(d), S.4(e) or S.4(f) of the Schedule;

     (d) a default in the  Performance of the  Obligations or a violation of any
term,  covenant  or  provision  of the Loan  Documents  (other than a default or
violation   referred  to  elsewhere  in  this  paragraph  7.1)  which  continues
unremedied  (i) for a period of thirty (30) days after notice of such default or
violation  to Borrower in the case of a default  under or violation of paragraph
6.2(c)(ii)  or any  default or  violation  which can be cured by the  payment of
money alone or (ii) for a period of thirty (30) days after notice to Borrower in
the case of any other default or  violation;  provided,  however,  that, if such
default or remedy is not able to be cured  within  said  thirty (30) day period,
Borrower  must have  commenced  to cure such  default or  violation  within such
thirty (30) day period and thereafter  diligently pursue such cure to completion
and shall in all events  effect such cure to  completion  within sixty (60) days
after such notice.

     (e) an "Event of Default," as defined in any of the other Loan Documents;

     (f) any default  which  continues  beyond any  applicable  cure period,  by
Raintree  under  the  Redeemable  Senior  Notes or any  default,  which  default
continues  beyond any  applicable  cure period,  by any Borrower under any other
agreement  evidencing,  guaranteeing or securing borrowed money or a receivables
purchase  financing  involving an obligation in excess of Fifty Thousand Dollars
($50,000)  to  make  a  payment  of  principal  or  interest  or  to  repurchase
receivables;   or  any  other  material  default  by  Borrower   permitting  the
acceleration of any of the payment or repurchase  obligations of Borrower which,
if  accelerated,  will be in excess of Fifty Thousand  Dollars  ($50,000) in the
aggregate;

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

     (h) any party  holding a lien on or security  interest  in any  Collateral,
other than a lien created by a Purchaser  solely with respect to the  Time-Share
Interest(s) owned by it, commences foreclosure or similar sale thereof;

     (i) a material adverse change in the Time-Share Project,  the Collateral or
the  business  or  financial  condition  of any  Borrower,  which  change is not
enumerated in this paragraph 7.1, and for which no insurance is available  under
any  Insurance  Policy as the  result of which  Lender in good  faith  deems the
prospect of Performance of the Obligations impaired or the Collateral imperiled;

     (j) Any Borrower shall (i) generally not be paying its debts as they become
due, (ii) file, or consent by answer or otherwise to the filing against it of, a
petition for relief or  reorganization,  arrangement or liquidation or any other
petition in bankruptcy or insolvency under the laws of any  jurisdiction,  (iii)
make an  assignment  for the  benefit  of its  creditors,  (iv)  consent  to the
appointment  of a  custodian,  receiver,  trustee or other  officer with similar
powers for itself or any  substantial  part of its property,  (v) be adjudicated
insolvent, (vi)

                                       29
<PAGE>


dissolve  or  commence  to  wind-up  its  affairs  or (vii)  take any action for
purposes  of  the  foregoing;  or  a  petition  for  relief  or  reorganization,
arrangement  or liquidation or any other petition in bankruptcy or insolvency or
the  appointment  of a  custodian  under the laws of any  jurisdiction  is filed
against Borrower or a custodian is appointed for Borrower, the Collateral or any
material  part of Borrower's  property and such  proceeding is not dismissed and
appointment vacated within ninety (90) days thereafter;

     (k) any of the events enumerated in paragraphs 7.1(b), (f), (g), (i) or (j)
occurs  with  respect to any  partner or manager of  Borrower,  if Borrower is a
partnership or limited liability company;

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

     (m) Upon (i) Borrower's  failure to cause  Completion to occur on or before
the  Required  Completion  Date for reasons  other than (1) failure of Lender to
provide Work-Related Advances, or (2) the occurrence of any Force Majeure Events
not to exceed  ninety (90) days in the  aggregate,  or (ii) at any time prior to
Completion of the Work,  (1) Borrower  abandons the Work or (2) Borrower  delays
construction  of the  Improvements  for any  period  of  time,  for  any  reason
whatsoever  not  covered by item (1) above which in the  reasonable  judgment of
Lender  will  prevent   Completion  of  the  Work  in  the  ordinary  course  of
construction on or before the Required Completion Date; or

     (n)  if by or  under  the  authority  of  any  governmental  authority  the
management  of any  Borrower or its business is curtailed to the point of making
it effectively  inoperative by any seizure or intervention or proceedings of any
nature;

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

     (a) cease to make further Advances;

     (b)  declare  the  Construction  Loan Note,  together  with any  applicable
Construction  Loan  Prepayment  Premium  and all other sums owing by Borrower to
Lender in connection  with the  Construction  Loan,  immediately due and payable
without  notice,  presentment,  demand or  protest,  which are hereby  waived by
Borrower;

     (c)  declare  the  Receivables  Loan  Note,  together  with any  applicable
Receivables  Loan  Prepayment  Premium  and all other sums owing by  Borrower to
Lender in connection  with the  Receivables  Loan,  immediately  due and payable
without  notice,  presentment,  demand or  protest,  which are hereby  waived by
Borrower;

     (d) declare the Working  Capital Loan Note,  together  with any  applicable
Working Capital Loan Prepayment  Premium and all other sums owing by Borrower to
Lender in connection with the Working Capital Loan,  immediately due and payable
without  notice,  presentment,  demand or  protest,  which are hereby  waived by
Borrower;

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

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

     (g) without  notice to  Borrower,  have a receiver  appointed  for Borrower
and/or its property;

                                       30
<PAGE>


     (h)  Exercise  any and all  remedies  of a secured  party under the Arizona
Uniform Commercial Code with respect to the Collateral;

     (i) Take one (1) or more of the following  actions in  connection  with the
construction of the  Improvements:  (a) use any funds of Borrower,  and any sums
which may remain  unadvanced  hereunder,  to continue and/or cause Completion of
the  Work;  (b)  demand  and  receive   performances  due  under  the  Principal
Work-Related Items and the other Contracts,  Intangibles,  Licenses and Permits;
(c) make such changes to the scope of the Work and to the Principal Work-Related
Items and other Contracts,  Intangibles, Licenses and Permits as Lender may deem
necessary  or  desirable  in its sole and  absolute  judgment;  (d) file claims,
institute  enforcement actions and otherwise prosecute and defend all actions or
proceedings relating to the Work, the Principal Work-Related Items and the other
Contracts,  Intangibles,  Licenses  and Permits as Lender may deem  necessary or
desirable in its sole and absolute  judgment;  (e) pay, settle or compromise all
existing  bills  and  claims  which  are or may be  legal  charges  against  the
Collateral  or  any  Contract,  Intangibles,  Licenses  and  Permits,  or may be
necessary or desirable  for the  continuance  or  Completion of the Work related
thereto or the clearance of title,  all without notice to Borrower;  (f) execute
in Teton's name all  applications,  certificates,  notices and other instruments
and give all instructions and communications  which may be required or permitted
by the Principal Work-Related Items, other Contracts,  Intangibles, Licenses and
Permits,  as determined by Lender in its sole and absolute judgment;  (g) do any
and  every  act with  respect  to the  Completion  of the  Work,  the  Principal
Work-Related  Items and the other Contracts,  Intangibles,  Licenses and Permits
which   Borrower   may  do  on  its  behalf;   (h)  employ   such   contractors,
subcontractors,   suppliers,   agents,   attorneys,   architects,   accountants,
appraisers,  security  guards  and  inspectors  as  Lender  may in its  sole and
absolute  judgment deem  necessary or desirable to  accomplish  any of the above
purposes; and (i) receive, collect, open and read all mail of Teton for the sole
purpose  of  obtaining  all  items   pertaining  to  the  Work,   the  Principal
Work-Related Items and the other Contracts,  Intangibles,  Licenses and Permits.
In connection  with the foregoing,  Teton hereby appoints Lender as Teton's true
and lawful  attorney-in-fact,  with full power of substitution and such power of
attorney  shall be deemed to be a power  coupled with an interest that cannot be
revoked  for  any  reason  prior  to the  Performance  by  Teton  of any and all
Obligations under the Loan Documents.

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

7.4 Uniform Commercial Code Remedies; Sale; Assembly of Collateral.

     (a) UCC Remedies;  Sale of Collateral.  Lender shall have all of the rights
and remedies of a secured party under the Uniform  Commercial  Code of the State
of Arizona and all other  rights and  remedies  accorded  to a Secured  Party in
equity or at law.  Any  notice of sale or other  disposition  of the  Collateral
given not less than ten (10)  Business  Days  prior to such  proposed  action in
connection  with the exercise of Lender's  rights and remedies shall  constitute
reasonable  and fair notice of such  action.  Lender may postpone or adjourn any
such sale from time to time by announcement at the time and place of sale stated
on the notice of sale or by announcement  of any adjourned  sale,  without being
required  to give a further  notice  of sale.  Any such sale may be for cash or,
unless  prohibited by applicable  law, upon such credit or installment as Lender
may  determine.  Borrower  shall be credited  with the net proceeds of such sale
only when such proceeds are actually  received by Lender in good current  funds.
Despite the consummation of any such sale,  Borrower shall remain liable for any
deficiency on the Obligations which remains outstanding following such sale. All
net proceeds  recovered  pursuant to a sale shall be applied in accordance  with
the provisions of paragraph 7.5.

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

                                       31
<PAGE>


this purpose, which appointment is coupled with an interest.

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

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

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

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

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

7.9  Attorney-in-Fact.  For the purpose of  exercising  its rights and  remedies
under paragraphs 7.2(e) and 7.6, Lender may do so in Borrower's name or its name
and is  hereby  appointed  as  Borrower's  attorney-in-fact  to take any and all
actions  in  Borrower's  name  and/or on  Borrower's  behalf as Lender  may deem
necessary  or  appropriate  in its  discretion  in the  accomplishment  of  such
purposes, which appointment is coupled with an interest.

8. COSTS AND EXPENSES; INDEMNIFICATION

8.1 Costs and Expenses.

     8.1.1  Borrower will pay on demand any and all costs and expenses  incurred
by Lender (exclusive of Lender's employees' expenses other than travel expenses)
in connection with the initiation,  documentation and closing of the Receivables
Loan,  Construction  Loan and the Working  Capital Loan, the making of Advances,
the protection of the Collateral,  or the enforcement of the Obligations against
Borrower,   including,   without   limitation,   all   attorneys',    inspecting
architect's/engineer's   and  other  professionals'  fees  (including,   without
limitation,  reasonable out-of-pocket expenses and reasonable and normal charges
of such attorneys' and other professionals for photocopy,  telecopy and computer
services,  and  clerical  overtime),   consumer  credit  reports,  and  revenue,
documentary stamp, transaction and intangible


                                       32
<PAGE>

taxes.  Without  limiting  the  generality  of the  foregoing,  if a  bankruptcy
proceeding  is  commenced  by or against  Borrower or  otherwise  involving  the
Collateral,  Lender  shall,  to the extent not already  provided for herein,  be
entitled to recover, and Borrower shall be obligated to pay, Lender's attorneys'
fees  and  costs  incurred  in  connection   with:  any   determination  of  the
applicability  of the  bankruptcy  laws to the  terms of the Loan  Documents  or
Lender's  rights  thereunder;  any attempt by Lender to enforce or preserve  its
rights under the bankruptcy laws or to prevent Borrower or any other person from
seeking to deny Lender its rights  thereunder;  any effort by Lender to protect,
preserve or enforce its rights against the Collateral,  or seeking  authority to
modify the  automatic  stay of 11 U.S.C.  Section  362 or  otherwise  seeking to
engage in such  protection,  preservation or enforcement;  or any  proceeding(s)
arising under the bankruptcy  laws, or arising in or related to a case under the
bankruptcy laws.

8.2 Indemnification. Borrower will INDEMNIFY, PROTECT, HOLD HARMLESS, and defend
Lender,  FPSI  and  their  respective   successors,   assigns  and  shareholders
(including  corporate  shareholders),  and the directors,  officers,  employees,
servants and agents of the  foregoing,  for,  from and against:  (a) any and all
liability,  damage,  penalties,  or fines,  loss, costs or expenses  (including,
without limitation,  court costs and attorneys' fees), claims,  demands,  suits,
proceedings (whether civil or criminal), orders, judgments, penalties, fines and
other sanctions  whatsoever  asserted  against it and arising from or brought in
connection  with the Time-Share  Project,  the  Collateral,  Lender's  status by
virtue of the Loan  Documents,  creation of liens and  security  interests,  the
terms of the Loan Documents or the transactions  related thereto,  or any act or
omission of  Borrower  or an Agent,  or their  respective  employees  or agents,
whether  actual or alleged  unless  such act or  omission  is caused by Lender's
gross negligence or willful  misconduct or unless such act or omission  occurred
at a time when Borrower did not  effectively  control the ownership or operation
of the  Time-Share  Project or the  Collateral  as a result of the  exercise  by
Lender of any of its rights or remedies hereunder;  and (b) any and all brokers'
commissions  or  finders'  fees or other  costs of similar  type by any party in
connection with the Receivables Loan,  Construction Loan and the Working Capital
Loan.  On  written  request  by a person or other  entity  covered  by the above
agreement of indemnity, Borrower will undertake, at its own cost and expense, on
behalf of such  indemnitee,  using counsel  satisfactory to the indemnitee,  the
defense of any legal action or  proceeding  to which such person or entity shall
be a party. At Lender's option,  Lender may at Borrower's  expense  prosecute or
defend any action  involving the  priority,  validity or  enforceability  of the
Collateral.  FPSI is hereby  expressly  made a  third-party  beneficiary  of the
indemnity obligations of Borrower contained in this paragraph 8.2 and shall have
the right to enforce such  indemnity  obligations  against  Borrower in the same
manner as if FPSI were a party to this Agreement.

9. CONSTRUCTION AND GENERAL TERMS

9.1 Payment Location.  All monies payable under the Loan Documents shall be paid
to Lender at its address set forth  following  its signature in lawful monies of
the United States of America,  unless otherwise designated in the Loan Documents
or by Lender by notice.

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

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

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

                                       33
<PAGE>


the validity, enforceability, and binding effect of such Loan Document.

9.5 Notices. All notices,  requests or demands required or permitted to be given
under the Loan Documents shall be in writing,  and shall be deemed effective (a)
upon hand  delivery,  if hand  delivered or (b) two (2) Business Days after such
are deposited for delivery via Federal  Express or other  nationally  recognized
overnight  courier  service;  or (c)  three (3)  Business  Days  after  such are
deposited in the United States mails,  certified or  registered  mail,  all with
delivery  charges and/or postage  prepaid,  addressed as shown below, or to such
other address as the party being notified may have  designated in a notice given
to the other party.  Written  notice may be given by telecopy to the  telecopier
number  shown  below or to such  other  telecopier  number  as the  party  being
notified may have designated in a notice given to the other party,  which notice
shall be  effective  on the day of receipt if  received  during the  recipient's
normal  business  hours on the day of receipt or otherwise on the next  Business
Day;  provided that such notice shall not be deemed  effective  unless not later
than the next Business Day, a copy of such notice is hand delivered or deposited
for delivery via courier or in the United  States mails in  accordance  with the
requirements  set forth above.  The notice  addresses  and telecopy  numbers for
Borrower and Lender are set forth at the end of this Agreement  following  their
respective signatures.

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

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

9.8  Time  of  Essence.  Time  is of  the  essence  in  the  Performance  of the
Obligations.

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

9.10 CHOICE OF LAW. EXCEPT AS OTHERWISE  EXPRESSLY  PROVIDED  THEREIN,  THE LOAN
DOCUMENTS AND THE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES THERETO SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF THE STATE OF
ARIZONA  (WITHOUT  REGARD TO  PRINCIPLES OF CONFLICTS OF LAWS) AND TO THE EXTENT
THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE UNITED STATES.

9.11 CHOICE OF JURISDICTION;  WAIVER OF VENUE. EACH OF BORROWER AND LENDER:  (A)
HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS,  JURISDICTION AND VENUE OF THE
COURTS  OF  THE  STATE  OF  ARIZONA,   MARICOPA  COUNTY,  AND  TO  THE  PROCESS,
JURISDICTION,  AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENT OR THE SUBJECT  MATTER THEREOF AND WAIVE ANY OTHER
JURISDICTION  OR VENUE TO WHICH THE PARTIES MAY  OTHERWISE BE ENTITLED;  AND (B)
WITHOUT  LIMITING THE GENERALITY OF THE FOREGOING,  HEREBY WAIVES AND AGREES NOT
TO ASSERT BY WAY OF MOTION,  DEFENSE OR  OTHERWISE  IN ANY SUCH SUIT,  ACTION OR
PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE  JURISDICTION  OF
THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS


                                       34
<PAGE>


BROUGHT  IN AN  INCONVENIENT  FORUM OR THAT THE  VENUE OF SUCH  SUIT,  ACTION OR
PROCEEDING  IS IMPROPER.  EACH OF BORROWER AND LENDER HEREBY WAIVES THE RIGHT TO
COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM.

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

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                                       35



<PAGE>


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

                                                            (BORROWER'S INITIALS

                                                          RE: 9.10 - 9.13 _____)

                                                          RE: 9.10 - 9.13 _____)

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

















                                       36



<PAGE>


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

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

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

9.17  Standards  Applied to  Lender's  Actions.  Unless  otherwise  specifically
stipulated  elsewhere  in the Loan  Documents,  if a matter  is left in the Loan
Documents to the decision, right, requirement, request, determination, judgment,
opinion, approval, consent, waiver, satisfaction,  acceptance, agreement, option
or discretion of Lender,  its  employees,  Lender's  counsel or any agent for or
contractor of Lender, such action shall be deemed to be exercisable by Lender or
such other person in its sole and absolute discretion and according to standards
established in its sole and absolute discretion. Without limiting the generality
of the foregoing, "option" and "discretion" shall be implied by use of the words
"if"  or  "may."  However,   whenever  the  Loan  Documents  contain  the  terms
"reasonably   satisfactory  to  Lender",   "reasonably  determined  by  Lender",
"reasonably acceptable to Lender", "reasonable consent of Lender", "Lender shall
reasonably elect",  "Lender shall reasonably  request,"  "reasonably approved by
Lender" or similar terms wherein the word reasonable or a derivative  thereof is
used with regard to an action of Lender;  (i) such terms shall mean satisfactory
to, at the  election  of,  determined  by,  acceptable  to or  requested  by, as
applicable,  Lender  in its sole (but  reasonably  exercised)  discretion  under
standards  applicable  to  commercial  lenders  under  the laws of the  State of
Arizona;  and (ii) it is the  intention of the parties to permit  Lender a broad
latitude in which to exercise its  discretion,  acknowledging  that,  while such
discretion may not be exercised arbitrarily or capriciously, it may be exercised
conservatively for Lender's protection and benefit. By way of illustration,  and
not of limitation,  it shall not be unreasonable  for Lender,  in exercising its
discretion,  to make conservative  assumptions regarding the possible outcome of
future events.

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

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


                                       37
<PAGE>


or other  similar  proceeding,  or any appeal from or petition for review of any
such matter, and with or without litigation.

9.20 Publicity.  Lender is hereby authorized to issue appropriate press releases
and to cause a tombstone to be published  announcing  the  consummation  of this
transaction  and  the  aggregate  amount  thereof.  Borrower  consents  to  such
advertising  and  authorizes  Lender to use  Borrower's  name,  logo,  insignia,
descriptive art work, trade name, trademark, or other similar material,  whether
or not  protected  by  copyright  (or  otherwise),  in any  such  advertisement.
Borrower  shall,  at its  expense,  erect a sign upon the Real  Property  within
thirty (30) days following the Closing Date indicating that Lender is the source
of the financing for the  construction  of the Time-Share  Project which sign to
contain  Lender's  "Logo" and be subject to the  reasonable  approval of Lender.
Lender agrees to supply Borrower with "camera-ready"  artwork for inclusion with
such sign.

9.21 Permitted Contests.  Nothwithstanding anything in the Loan Documents to the
contrary,  after  prior  written  notice to Lender,  Borrower at its expense may
contest,  by appropriate legal or other proceedings  conducted in good faith and
with due  diligence,  the  amount  or  validity  of any tax,  Imposition,  Legal
Requirement or any monetary lien on the Collateral,  so long as: (a) in the case
of an unpaid Imposition or lien, such proceedings suspend the collection thereof
from Borrower and the  Collateral,  and shall not interfere  with the payment of
any monies due under the Collateral in accordance with the terms of the Security
Documents;  (b) none of the  Collateral  is, in the  judgment of Lender,  in any
imminent  danger of being sold,  forfeited  or lost;  (c) in the case of a Legal
Requirement,  neither  Borrower  nor  Lender  is in any  danger  of any civil or
criminal  liability  for  failure  to comply  therewith;  and (d)  Borrower  has
furnished  such  security,  if any, as may be required in the  proceedings or as
Lender reasonably  requests up to one hundred fifty percent (150%) of the amount
in controversy.

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

9.23 Joint and Several. All of the Obligations,  covenants,  representations and
warranties  of  Borrower  in any of the Loan  Documents  shall be the  joint and
several  Obligations,  covenants,  representations and warranties of each entity
constituting Borrower,  except to the extent otherwise set forth to the contrary
including, but not limited to, Section S.9 of the Schedule.  Although Lender and
Borrower  intend that each  entity  constituting  Borrower  shall be jointly and
severally liable for all  Obligations,  to the extent that this Agreement or the
other Loan  Documents may be determined to secure  indebtedness  of any Borrower
for which any other Borrower is not primarily  liable,  each Borrower  expressly
waives the benefit of any and all defenses  available  to a  guarantor,  surety,
endorser or  accommodation  party  dependent on an obligor's  character as such.
Without  limiting the  generality of the foregoing,  each such other  Borrower's
liability  hereunder  shall not be affected or impaired in any way by any of the
following  acts or things  (which Lender is hereby  expressly  authorized to do,
omit or suffer from time to time without notice to or consent of anyone):

     (i)  any  acceptance  of  collateral  security,  guarantors,  accommodation
     parties or sureties for any or all Obligations;

     (ii) any extension or renewal of any Obligations (whether or not for longer
     than  the  original  period)  or any  modification  of the  interest  rate,
     maturity or other terms of the Obligations;

     (iii) any waiver or indulgence  granted to any  Borrower,  and any delay or
     lack of diligence in the enforcement of any or all Obligations  owed by any
     Borrower;

     (iv) any full or partial  release of,  compromise  or  settlement  with, or
     agreement  not to sue, any Borrower or the Guarantor or other person liable
     on any Obligations;

     (v) any release,  surrender,  cancellation or other discharge of any or all
     Obligations  of Borrower or the  acceptance of any instrument in renewal or
     substitution for any instrument evidencing any Obligations;

     (vi) any failure to obtain collateral security (including rights of setoff)
     for any  Obligations  or to see to the proper or  sufficient  creation  and
     perfection  thereof,  or to establish the priority thereof, or to preserve,
     protect,  insure, care for, exercise or enforce any collateral security for
     any Obligations;

     (vii) any  modification,  alteration,  substitution,  exchange,  surrender,
     cancellation, termination, release or other change, impairment, limitation,
     loss or discharge of any collateral security for any Obligations;

     (viii)  any  assignment,  sale,  pledge  or  other  transfer  of any of the
     Obligations owed by any Borrower; or


                                       38
<PAGE>


     (ix) any manner,  order or method of application of any payments or credits
     on any Obligations.

Each  Borrower  waives all  rights  that it may now have or  hereafter  acquire,
whether by  subrogation,  contribution,  reimbursement,  recourse,  exoneration,
contract or otherwise,  to recover from any other  Borrower or from any property
of any other  Borrower  any sums paid under this  Agreement.  No  Borrower  will
exercise or enforce any right of  contribution to recover any such sums from any
person who is a  co-obligor  with any  Borrower or a guarantor  or surety of the
Obligations  or from any  property of any such person or entity until all of the
Obligations shall have been fully paid and discharged.

9.24 Consideration.  Each of the entities  comprising Borrower  acknowledges the
Lender  would  not make  the  Receivables  Loan,  the  Construction  Loan or the
Working-Capital Loan contemplated hereby unless each of such entities (a) became
a party to this  Agreement  and the other  Loan  Documents,  (b)  subject to the
provisions of Section S.9 of the Schedule  became  jointly and severally  liable
for the payment and  performance of all of the  Obligations,  and (c) granted to
Lender a security interest,  subject to Permitted Encumbrances,  in all items of
Collateral  owned by each  Borrower.  Although  each of the entities  comprising
Borrower  maintains its separate legal  existence and operates as a distinct and
separate entity, such entities have historically engaged in substantial business
with each other and have operated, and intend to continue operating,  as a joint
and consolidated  entity for financial planning and cash management purposes and
for purposes of achieving certain business operation  efficiencies.  Each of the
entities   comprising   Borrower  will  therefore  benefit  from  the  financing
arrangement and accommodations made by Lender under this Agreement and the other
Loan Documents.

                            [SIGNATURE PAGE FOLLOWS]

                                       39
<PAGE>



                  [SIGNATURE PAGES LOAN AND SECURITY AGREEMENT]

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed  in their  respective  name,  personally  or by their  duly  authorized
representatives as of June 29, 1999.

BORROWER            THE TETON CLUB, LLC, a Delaware limited liability company

                    By:   Raintree   Resorts   International,   Inc.,  a  Nevada
                    corporation its Member

                        By:     /s/ BRIAN R. TUCKER
                        Name:   Brian R. Tucker
                        Title:  Sr. V. P. - Planning & Development

                    WITNESS:    /s/ KAREN ERKELENS


                    Name:

                    Notice Address and Telecopy Number:

                    c/o Raintree Resorts International, Inc.
                    10000 Memorial Drive, Suite 480
                    Houston,  Texas  77024
                    Attention:  Chief Financial Officer
                    Telecopy No.:  713-613-2828

                    RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation

                        By:     /s/ BRIAN R. TUCKER
                        Name:   Brian R. Tucker
                        Title:  Sr. V. P. - Planning & Development

                    WITNESS:    /s/ KAREN ERKELENS

                    Name:

                    Notice Address and Telecopy Number:

                    10000 Memorial Drive, Suite 480
                    Houston,  Texas  77024
                    Attention:  Chief Financial Officer
                    Telecopy No.:  713-613-2828

A copy of all notices to the Borrower shall also be sent as follows (which shall
not be deemed notice):

                    Battle Fowler L.L.P.
                    2049 Century Park East, Suite 2350
                    Los Angeles,  California  90067
                    Attention:  Richard F. Davis, Esq.
                    Telecopy No.:  310-277-0336


                                     40

<PAGE>


STATE OF  Arizona              )
                               )  ss.
COUNTY OF Maricopa             )

     The foregoing  instrument was acknowledged before me this 29th day of June,
1999, by BRIAN R. TUCKER, as __________ of Raintree Resorts International, Inc.,
a Nevada  corporation,  as a Member of The Teton Club,  LLC, a Delaware  limited
liability  company,  on  behalf of such  limited  liability  company.  He/She is
personally known to me or has produced Texas Driver's License as identification.


                                  /s/ SANDRA L. IRONS
                                  Notary Public in and for said State and County

My commission expires: January 29, 2002





STATE OF  Arizona              )
                               )  ss.
COUNTY OF Maricopa             )

     The foregoing  instrument was acknowledged before me this 29th day of June,
1999, by BRIAN R. TUCKER, as __________ of Raintree Resorts International, Inc.,
a Nevada corporation, on behalf of such corporation.  He/She is personally known
to me or has produced Texas Driver's License as identification.


                                  /s/ SANDRA L. IRONS
                                  Notary Public in and for said State and County

My commission expires: January 29, 2002



                                       41
<PAGE>


LENDER              FINOVA CAPITAL CORPORATION, a Delaware corporation


                    By:
                    Name:
                    Title:

                    Lender's Notice Address and Telecopy Number:

                    FINOVA Capital Corporation
                    7272 East Indian School Road, Suite 410
                    Scottsdale,  Arizona  85251
                    Attention:  Vice President--Resort Finance
                    Telecopy:  (602) 874-6444

                    with a copy to:

                    FINOVA Capital Corporation
                    7272 East Indian School Road, Suite 410
                    Scottsdale,  Arizona  85251
                    Attention:  Vice President-Group Counsel
                    Telecopy:  (602) 874-6445










                                       42



<PAGE>




                          SCHEDULE OF ADDITIONAL TERMS


S.1 This  Schedule has been  incorporated  by reference  into and form a part of
that Loan and  Security  Agreement  dated as of June 29,  1999,  between  FINOVA
Capital Corporation,  The Teton Club, LLC., and Raintree Resorts  International,
Inc.

S.2 To the  extent of any  inconsistency  between  this  Schedule  and the other
provisions of the Loan and Security  Agreement,  the provisions of this Schedule
shall prevail.

S.3 The  provisions  of the Loan and  Security  Agreement  are  supplemented  as
follows  (paragraph  references  are  references  to  paragraphs of the Loan and
Security  Agreement)  which are  intended to be  supplemented  by the  following
provisions :

     (a) P. 1.  Association and Assessment  Compliance Date: The date upon which
the  Borrower  relinquishes  control of the owners  association  established  in
connection with the Time-Share Project.

     (b) P. 1. Basic Interest Rate (Construction): Two percent (2%) per annum in
excess of the Base Rate  fluctuating  monthly on the first day of each  calendar
month based upon the Base Rate in effect on such date, provided,  however,  that
in no event  shall the Basic  Interest  Rate  (Construction)  exceed the maximum
contract rate of interest permitted by the Applicable Usury Law.

     (c) P. 1. Basic Interest Rate  (Receivables):  at the time of an Advance on
the  Receivables  Loan, the rate per annum equal to the T-Note Yield reported as
of the Business Day  preceding  the date of such Advance plus four hundred (400)
basis points, provided,  however, that in no event shall the Basic Interest Rate
(Receivables)  exceed the maximum  contract  rate of interest  permitted  by the
Applicable  Usury Law. The Basic Interest Rate  (Receivables) on the then unpaid
principal  balance of the  Receivables  Loan shall be recalculated on a weighted
average basis with each Advance on the  Receivables  Loan, all as more fully set
forth in the Receivables Loan Note. Lender reserves the right to recalculate the
Basic Interest Rate (Receivables) pursuant to provisions of Section S.10 below.

     (d) P. 1. Basic Interest Rate (Working Capital): Two percent (2%) per annum
in excess of the Base Rate fluctuating monthly on the first day of each calendar
month based upon the Base Rate in effect on such date, provided,  however,  that
in no event shall the Basic Interest Rate (Working  Capital)  exceed the maximum
contract rate of interest permitted by the Applicable Usury Law.

     (e) P. 1.  Default  Rate:  with  respect to the  Construction  Loan (a) two
percent (2%) above the Basic  Interest  Rate  (Construction)  or (b) the maximum
contract rate permitted under the Applicable Usury Law,  whichever of (a) or (b)
is lesser,  with respect to the Working  Capital Loan (m) two percent (2%) above
the Basic  Interest  Rate  (Working  Capital) or (n) the maximum  contract  rate
permitted under  Applicable Usury Law,  whichever of (m) or (n) is lesser,  with
respect to the  Receivables  Loan (x) two percent (2%) above the Basic  Interest
Rate  (Receivables)  or (y)  the  maximum  contract  rate  permitted  under  the
Applicable  Usury Law,  whichever  of (x) or (y) is lesser,  and with respect to
monetary  Obligations  owed by Borrower to Lender other than the  principal  and
interest  due under the Working  Capital  Loan,  the  Receivables  Loan,  or the
Construction  Loan (i) four  percent  (4%) per  annum in excess of the Base Rate
fluctuating  monthly on the first day of each calendar month based upon the Base
Rate in effect on such date or (ii) the


                                        1
<PAGE>


maximum contract  permitted under the Applicable Usury Law,  whichever of (i) or
(ii) is lesser.

     (f) P. 1.  Construction Loan Borrowing Term Expiration Date: the date which
is twenty-four (24) months from and after the Required Closing Date.

     (g) P. 1.  Construction  Loan Fee: Three Hundred  Thirty-Two  Thousand Five
Hundred Dollars ($332,500).

     (h) P. 1.  Construction  Loan Maturity  Date:  the date which is thirty-six
(36) months from the Required Closing Date.

     (i) P. 1.  Construction  Loan Prepayment  Penalty:  the  Construction  Loan
Prepayment  Premium at any time shall be an amount  which is the  product of the
then unpaid principal amount being prepaid multiplied by three percent (3%).

     (j) P. 1. Lockbox Agent: Bank One, Arizona, N.A.

     (k) P. 1.  Maximum  Construction  Loan  Amount:  Thirty-Three  Million  Two
Hundred Fifty Thousand Dollars ($33,250,000)

     (l) P. 1. Maximum Loan Amount:  the lesser of (i) Forty-Two Million Dollars
($42,000,000)  or (ii) the  maximum  amount of  Indebtedness  (as defined in the
Indenture)  Raintree  and  those  of  its  Affiliates  constituting  "Restricted
Subsidiaries"  (as defined in the Indenture and including Teton) may incur under
the  Indenture,  taking into account the amount of any other  Indebtedness  then
owed  by  Raintree  and  those  of  its  Affiliates   constituting   "Restricted
Subsidiaries",  including  Teton,  which, by virtue of its amount or nature,  is
restricted by the Indenture.

     (m)  P.  1.  Maximum  Receivables  Loan  Amount:   Twenty  Million  Dollars
($20,000,000).

     (n) P. 1. Maximum Working  Capital Loan Amount:  Seven Million Five Hundred
Thousand Dollars ($7,500,000).

     (o) P. 1.  Receivables  Loan Borrowing Term Expiration Date: The earlier of
(i)  thirty-six  (36) months  following the date  Borrower  receives a temporary
certificate  of  occupancy  from the  appropriate  regulatory  authorities  with
respect to the  Improvements,  or (ii) the date which is sixty (60)  months from
and after the Required Closing Date.

     (p) P. 1. Receivables Loan Fee: Two Hundred Thousand Dollars ($200,000).

     (q) P. 1.  Receivables  Loan Maturity Date: One Hundred Twenty (120) months
following the expiration of the Receivables Loan Borrowing Term.

     (r) P. 1. Receivables Loan Opening  Prepayment Date: The date two (2) years
from and after the date of the first Advance of the Receivables Loan.

     (s)  P.  1  Receivables  Loan  Prepayment  Premium:  The  Receivables  Loan
Prepayment  Premium at any time shall be equal to an amount which is the product
of the then unpaid  principal amount being prepaid times a percentage based upon
the year  after  the  Receivables  Loan  Opening  Prepayment  Date in which  the
prepayment occurs and determined in accordance with the following schedule:


                                        2
<PAGE>


     Years After Receivables Loan           Applicable Receivables Loan
     Opening Prepayment Date                Prepayment Premium Percentage

              Year 1                                       3 %
              Year 2                                       2 %
              thereafter                                   none

Year 1 shall be the period of time  commencing on the  Receivables  Loan Opening
Prepayment  Date and expiring  twelve months  thereafter.  Each Year  thereafter
begins on the next succeeding  anniversary  date of the Receivables Loan Opening
Prepayment Date and ends twelve (12) months thereafter. If the prepayment occurs
during a period when  prepayment is closed,  the applicable  prepayment  premium
percentage  (if Lender  agrees to allow such  prepayment)  shall be five percent
(5%).

     (t) P. 1. Required Closing Date: July ___, 1999.

     (u) P. 1. RLBB  Principal  Balance  Percentage:  ninety-seven  and one-half
percent (97.5%).

     (v) P. 1. RLBB Present Value Percentage:  ninety-seven and one-half percent
(97.5%).

     (w) P. 1. Servicing Agent: FPSI.

     (x) P. 1. Time Share Project: The Teton Club in Jackson, Wyoming.

     (y) P. 1. Working  Capital Loan  Borrowing Term  Expiration  Date: The date
which is twenty-four (24) months from and after the Required Closing Date.

     (z)  P.  1.  Working  Capital  Loan  Fee:   Seventy-five  Thousand  Dollars
($75,000).

     (aa)  P.  1.  Working  Capital  Loan  Maturity  Date:  the  date  which  is
twenty-four (24) months from and after the Required Closing Date.

     (bb) P. 1. Working  Capital Loan  Prepayment  Premium:  The Working Capital
Loan  Prepayment  Premium at any time  shall be equal to an amount  which is the
product of the then unpaid  principal  amount being prepaid  multiplied by three
percent (3%).

     (cc) P. 2.9(a) Payment of Construction  Loan Fee: The Construction Loan Fee
shall be payable in full on the Required Closing Date

     (dd) P. 2.9(a)  Payment of Working  Capital Loan Fee.  The Working  Capital
Loan Fee shall be payable in full on the Required Closing Date.

     (ee) P.  2.9(a).Payment  of Receivables  Loan Fee: The Receivables Loan Fee
shall be payable as follows: Fifty Thousand Dollars ($50,000) of the Receivables
Loan Fee was paid prior to the date hereof. An additional Fifty Thousand Dollars
($50,000)  of the  Receivable  Loan Fee shall be paid on or before the  Required
Closing Date. The remaining  balance of the Receivables  Loan Fee, in the amount
of One  Hundred  Thousand  Dollars  ($100,000),  is due  on the  earlier  of (i)
Borrower's receipt of a temporary  certificate of occupancy from the appropriate
regulatory authorities with respect to the Improvements,  or (ii) the date which
is twenty four (24) months after the Required Closing Date.

     (ff) P. 2.9(b).Custodial Fee: Ten Dollars ($10).


                                        3
<PAGE>

     (gg) P. 4.5. Minimum Advance Amount:  with respect to the Receivables Loan,
One Hundred Thousand Dollars  ($100,000) and with respect to the Working Capital
Loan Fifty Thousand Dollars ($50,000).

     (hh) P. 4.6.  Maximum  Advance  Frequency:  with respect to the Receivables
Loan,  twice per calendar  month with a Five Hundred  Dollar ($500) charge being
imposed in connection  with the second Advance in any one (1) calendar month and
with respect to the Working Capital Loan once per calendar  month,  Lender shall
have the right to withhold the amount of such charges from such Advance.

     (ii) P. 4.7. Wire Transfer Fee. Twenty-Five Dollars ($25).

     (jj) P. 5.1, 6.1. Borrower's Type of Business Organization:

          (1) Teton: Limited Liability Company
          (2) Raintree: Corporation

     (kk) P. 5.1, 6.1. Borrower's State of Organization:

          (1) Teton: Delaware
          (2) Raintree: Nevada

     (ll) P. 5.3. Borrower's Principal Place of Business:

          (1) Teton: 10000 Memorial Drive,  Suite 480
              Houston,  Texas 77024
          (2) Raintree: 10000 Memorial Drive, Suite 480
              Houston, Texas 77024

     (mm) P. 5.3.  Borrower's Chief Executive Office:

          (1) Teton: 10000 Memorial Drive, Suite 480
              Houston, Texas 77024
          (2) Raintree:  10000 Memorial Drive, Suite 480
              Houston, Texas 77024

     (nn) P. 5.9  Jurisdiction  Where Sales and/or Offers to Sell Have Occurred.
Wyoming.

S.4 In  addition  to the other  representations,  warranties  and  covenants  of
Borrower  set forth in the Loan and  Security  Agreement,  Borrower  represents,
warrants and covenants as follows:

     (a) Until such time as Borrower has fully repaid to Lender the  outstanding
principal  balance of the  Construction  Loan together with all accrued interest
thereon,  Teton  shall pay to Lender (i) on May 15th of each year  during  which
there is an outstanding  balance of principal or accrued  interest due under the
Construction  Loan, all of Teton's Excess Cash Flow realized by Teton during the
six (6) month period ending on the most  immediately  preceding March 31st, less
$200,000,  and (ii) on  November  15th of each  year  during  which  there is an
outstanding  balance of principal or accrued interest due under the Construction
Loan, all of Teton's Excess Cash Flow realized by Teton during the six (6) month
period ending on the most immediately  preceding  September 30th, less $200,000.
Such payments shall be made without any prepayment premium or penalty.

     (b) Until such time as all Time-Share Interests have been sold, the average
number of  Time-Share  Interests  sold by  Borrower on a monthly  basis,  net of
rescissions  and  cancellations,  shall not fall below ten (10).  This  covenant
shall  be  tested  on a  rolling  and  trailing  twelve-month  basis,  quarterly
commencing  on the final day of the first  fiscal  quarter  occurring  after the
Required Closing Date. Until December 31, 1999, the foregoing  covenant shall be
tested based on Borrower sales  activities  from January 1, 1999 through the end
of the relevant quarter.

                                        4
<PAGE>


     (c) The sum of (i) the total of Teton's costs and expenses for  commissions
and selling  relating to the retail sales of Time-Share  Interests,  use rights,
memberships  and  fractional  ownership  interests and (ii) the total of Teton's
consolidated  general  and  administrative  expenses  (the  costs  and  expenses
described  in clauses (i) and (ii)  hereinafter  the "SGA  Expenses")  shall not
exceed  thirty  percent  (30%)  of the  sum of the  gross  proceeds  of  Teton's
processed  sales of retail  Time-Share  Interests,  use rights,  memberships and
fractional  ownership  interests (net of  cancellations of and discounts on such
sales) ("Net Sales").  The foregoing  covenant shall be tested  quarterly  based
upon Teton's  total  aggregate  SGA  Expenses and Net Sales for the  immediately
preceding  twelve (12) month  period;  provided,  however,  that for purposes of
determining  Teton's  compliance  with the  covenant  up through  the test to be
conducted  on December  31,  1999,  Teton's SGA  Expenses and Net Sales shall be
measured from January 1, 1999 through the relevant quarter. SGA Expenses and Net
Sales shall be as determined in accordance with GAAP.

     (d) At such time as Completion of the Work has occurred,  the net income of
Teton,  determined  in  accordance  with  GAAP,  shall not fall below One Dollar
($1.00).  Compliance  with this  covenant  shall be tested on a the final day of
each fiscal  quarter of Teton,  commencing  on the final day of the first fiscal
quarter  occurring  after the  Completion of the Work, on a rolling and trailing
twelve-month basis.

     (e) At all times after the Construction Loan, together with all the accrued
interest  thereon,  has been paid in full to Lender,  Teton shall  maintain  and
deliver to Lender an  irrevocable  standby letter of credit in the amount of One
Hundred Thousand Dollars ($100,000) in favor of Lender and from an issuer and in
form and  substance  satisfactory  to Lender,  as  security  for the payment and
performance  of the  Obligations.  The  aforementioned  letter of credit  shall,
without  limitation,  give  Lender  the  right to draw  upon  the same  upon the
occurrence and during the continuance of an Event of Default.

     (f) (i) Raintree shall not make nor is permitted to make any Distributions,
     except  that in the event  there  exists no Event of Default  or  Incipient
     Default,  both  before and after  taking  into  account  the making of such
     Distribution, Raintree shall be permitted to make preferred stock dividends
     on Raintree's  preferred stock and pay reasonable  bonuses,  salary,  other
     compensation  and fees at normal and customary rates for services  actually
     rendered, without the prior written consent of Lender.

     (ii)  Raintree  shall  maintain a  Adjusted  Net Worth of not less than the
     amount set forth below,  which shall be subject to a quarterly  test by the
     Lender;  to this end,  Raintree  agrees to provide  Lender  within the time
     period  and  in the  form  set  forth  in  this  Agreement,  the  financial
     statements and other financial information and reports concerning Raintree;
     for purposes of this Agreement the term Adjusted Net Worth shall mean, with
     respect to any date of determination,  Raintree's consolidated net worth as
     determined in accordance with GAAP, minus noncash  currency  exchange gains
     to the extent that such gains increased net worth and plus noncash currency
     exchange losses to the extent that such losses reduced net worth.

                                        5
<PAGE>


         Test Date:                   Net Worth Covenant at all Times Following
                                      the Closing of Raintree's Acquisition of
                                                      River Club
                                                    (In US Dollars)
            9/30/99                                     7,300,000
           12/31/99                                     2,000,000
            3/31/00                                     9,300,000
            6/30/00                                     7,300,000
            9/30/00                                    12,300,000
           12/31/00                                     9,900,000
       3/31/01 and each                                13,000,000
      quarter thereafter

         Test Date:                 Net Worth Covenant at all Times Prior to the
                                     Closing of Raintree's Acquisition of River
                                                         Club
                                                    (In US Dollars)
            9/30/99                                    (3,800,000)
           12/31/99                                    (7,114,000)
            3/31/00                                    (2,000,000)
            6/30/00                                    (1,000,000)
            9/30/00                                     1,400,000
           12/31/00                                     2,000,000
       3/31/01 and each                                 7,000,000
      quarter thereafter

For  purposes  hereof,  the River Club shall mean that  certain  resort known as
River Club located in Telluride, Colorado. It is understood that Raintree has no
obligation to acquire River Club.

     (iii) On the final day of each fiscal quarter of Raintree,  commencing with
     the fiscal quarter  ending  September 30, 1999 and on the final day of each
     fiscal year of Raintree,  commencing  with the fiscal year ending  December
     31,  1999 the sum of (i) the  total of  Raintree's  consolidated  costs and
     expenses  for  commissions  and  selling  relating  to the retail  sales of
     time-share  interests,  use rights,  memberships  and fractional  ownership
     interests  and  (ii) the  total  of  Raintree's  consolidated  general  and
     administrative  expenses,  (the costs and expenses described in clauses (i)
     and (ii)  hereinafter  the  "Raintree SGA  Expenses")  shall not exceed the
     amount set forth  below of the gross  proceeds of  Raintree's  consolidated
     processed sales of retail time-share interests, use rights, memberships and
     fractional   ownership   interests   for  the  same  period  (each  net  of
     cancellations of such sales) ("Raintree Net Sales"). The foregoing covenant
     shall be tested  quarterly based upon Raintree's  total aggregate  Raintree
     SGA Expenses and Raintree Net Sales for the immediately preceding three (3)
     month period and annually based upon Raintree's  total  aggregate  Raintree
     SGA Expenses and Raintree Net Sales for the  immediately  preceding  twelve
     (12) month period.

         Test Date:                Covenant at all Times Prior to the Closing of
                                        Raintree's Acquisition of River Club
 9/30/99 through 12/31/99                               68%
  3/31/00 and thereafter                                55%

         Test Date:                 Covenant at all Times Following the Closing
                                      of Raintree's Acquisition of River Club
       3/31/99 and at                                   55%
   all times thereafter


                                        6
<PAGE>

     (iv) The  provisions of Sections  4.09,  4.11,  4.12,  4.17 and 4.19 of the
     Indenture (the foregoing  Sections are  collectively  called the "Financial
     Covenants") are by this reference incorporated herein as if fully set forth
     in this  Agreement.  Raintree  represents,  warrants  and  covenants to the
     Lender that Raintree  shall not, and shall not permit any of its Affiliates
     to,  directly or  indirectly,  take, or fail to take, any action that would
     result in a violation of its Financial Covenants.

     (v) Raintree on behalf of itself and its Affiliates represents and warrants
     to the  Lender  that  the  Loan is a  Permitted  Debt  (as  defined  in the
     Indenture)  and that as of the date hereof there exists no Default or Event
     of Default (as the  foregoing  two (2) terms are defined in the  Indenture)
     under the  Indenture.  Raintree  covenants with Lender that (i) as and when
     required by the Indenture,  Raintree shall cause the Issuers (as defined in
     the  Indenture)  to supply the Lender with true and complete  copies of all
     reports, certifications,  notices or demands given by the Issuers under the
     Indenture  (including,  but not limiting the  generality of the  foregoing,
     materials required by Sections 4.03, 4.04, 4.21, 7.06, and Article 8 of the
     Indenture),  and (ii) it will not amend or modify the Indenture without the
     prior written  consent of the Lender and any such amendment or modification
     to the Indenture made without the prior written consent of Lender shall not
     be binding upon Lender or affect the  Financial  Covenants.  The  Financial
     Covenants shall not be deemed amended by any amendments or modifications to
     the Indenture  made without the prior written  consent of Lender.  Further,
     Raintree  agrees to cause the Issuer to promptly  (but in any event  within
     three (3) days after the  Issuer's  receipt of the same)  supply the Lender
     with a true and  complete  copy of any  notice  sent to the  Issuers  under
     Section 6.01 of the  Indenture,  or any other notice  alleging a default by
     the Issuers under the Indenture.

S.5 Lender agrees that simultaneously with the payment of a release payment (the
"Construction  Loan Release  Payment") in an amount equal to sixty-four  percent
(64%) of the greater of: (a) the amount set forth on the attached  Exhibit M, as
pertaining  to such  Time-Share  Interest  or (b) the  actual  sales  price of a
Time-Share  Interest sold, Lender will release the Time-Share  interest sold and
all  proceeds  and  products  thereof,  from the lien of the  Mortgage.  No such
release of a Time-Share  Interest and the proceeds and products thereof from the
lien of the  Mortgage  shall  impair or affect  Lender's  remaining  lien on the
balance of the property  described in the Mortgage or any term or  provisions of
the Security Documents as they pertain to that portion of the property described
in the  Mortgage  that has not  been  released  from  the lien of the  Mortgage.
Notwithstanding  the  foregoing,  Lender shall have no obligation to release any
Time-Share  Interest from the lien of the Mortgage  during the continuance of an
Event of  Default  or  Incipient  Default.  The cost of  recording  any  release
document  shall be borne by  Borrower.  A  payment  equal to the  amount  of the
Advance made against such Working Capital Loan Eligible Instrument shall be made
to Lender (the  "Working  Capital Loan  Mandatory  Payment") at such time as the
Unit which is the subject matter of the Working Capital Loan Eligible Instrument
has been  Completed  and the Escrow Agent has released from Escrow the cash down
payments  associated  with the Working  Capital Loan  Eligible  Instrument.  The
Borrower  shall  irrevocably  instruct  the Escrow  Agent to remit such  payment
directly to Lender.

S.6 The  obligation  of  Lender to make  advances  of the  Construction  Loan is
subject to the fulfillment,  to the  satisfaction of Lender and its counsel,  of
each of the following  conditions,  in addition to the  conditions  set forth in
other sections of the Loan Agreement:

     A. Borrower shall have provided to Lender and Lender shall have approved in
all respects:

     (i) The general Construction Contract with the General Contractor, covering
     the Work (as the same may be modified from time to time with Lender's prior
     written consent, the "General Contract"), which shall be a "stipulated sum"
     contract  reflecting a total cost of  construction in an amount not greater
     than the  construction  costs  reflected  in the  Budget,  and which  shall
     provide,  without  limitation (a) terms  regarding the timing and manner of
     payments to the General Contractor  acceptable to Lender; (b) that the Work
     shall be fully  completed  for the  guaranteed  fixed or maximum  price (as
     approved by Lender);  and (c) that the  General  Contractor  must begin and
     complete  construction  by certain  specified  dates in accordance with the
     Loan Documents;

                                        7
<PAGE>


     (ii) Consent from the General  Contractor  and any other  Contractor to the
     assignment  of  their  contracts  to  Lender;  and  such  certificates  and
     financial  information  as Lender  reasonably  may request from the General
     Contractor  and any other  direct  Contractors  regarding  their  financial
     viability,  the adequacy of the Budget and such other matters as Lender may
     deem appropriate;

     (iii)  A list of all  Contractors  and  major  sub-Contractors  engaged  by
     Contractor as of the date of any particular  Work-Related  Advance who will
     perform   work   (including  a  summary  of  trades  for  which  each  such
     sub-Contractor shall be responsible) and a resume and client references for
     the General Contractor and major sub-Contractors;

     (iv) The Architect/Engineer Agreement and consent to the assignment of that
     agreement  to Lender;  such  certificates  as Lender may  require  from the
     Architect/Engineer regarding the adequacy of the Plans (including,  without
     limitation,  their compliance with the Americans With  Disabilities Act and
     all other  applicable laws and  regulations)  and the Budget and such other
     matters as Lender may deem pertinent;

     (v) The Plans  which  shall  indicate  that they have been  approved by all
     necessary governmental authorities;

     (vi) The Budget;

     (vii) A detailed draw schedule;

     (viii) The Work Progress Schedule;

     (ix) All  other  Principal  Work-Related  Items  and all  other  Contracts,
     Intangibles, Licenses and Permits in force as of the date of any particular
     Work-Related Advance;

     (x) A payment and performance bond or bonds which is/are issued by a surety
     satisfactory  to Lender  and in a form  satisfactory  to  Lender,  covering
     contracts for the Improvements and naming Lender as co-obligee;

     (xi) A soils test report with  respect to the  suitability  of the soils on
     the Real Property for purposes of constructing the Work;

     (xii) If required by Lender,  a traffic study with respect to the impact of
     existing and anticipated traffic upon the Real Property;

     (xiii) A flood and drainage study with respect to the Real Property;

     (xiv)  Financial  statements  for the last two (2) fiscal years and federal
     employer tax identification  numbers for the General Contractor,  any other
     direct Contractors,  and, if required by Lender, the major sub-Contractors;
     and

     (xv) Copies of all other direct  contracts with  Contractors  and all major
     sub-Contracts  executed  and in  force  as of the  date  of any  particular
     Work-Related Advance all of which shall be acceptable to Lender.

     B. Lender's  representatives shall have completed an inspection of the Real
Property and shall be satisfied  in their  discretion  with the findings of such
inspection.  Lender  shall have  received a  satisfactory  report from  Lender's
Inspector.

     C. Lender  shall have  received  satisfactory  evidence  that  Borrower has
obtained all necessary  approvals and permits of  governmental  agencies  having
jurisdiction   over  the  Time-Share   Project  for  the   construction  of  the
Improvements.

     D. Lender shall have approved the manner in which  construction  costs will
be paid.

     E. Borrower shall not have permitted any  Contractor or  sub-Contractor  to
commence any Work on the Real Property prior to recordation of the Mortgage,  if
it would affect the priority of the Mortgage.


                                       8

<PAGE>


S.7 In  addition  to all other  terms and  conditions  set  forth  herein,  each
Work-Related  Advance  shall  be  subject  to  the  satisfaction  of  all of the
following conditions and limitations:

     A.  Work-Related  Advances shall be made no more frequently than monthly as
the Work  progresses  and each such  monthly  disbursement  shall be based  upon
actual  completed work in place rather than upon percentage of completion.  Each
Advance shall be in an amount not to exceed ninety percent (90%) of expenditures
for labor performed and materials  supplied in connection with the  construction
of the  Improvements  for the  period  immediately  proceeding  that  particular
Advance;  provided,  however,  that  "Reimbursable  Costs",  as set forth in the
General  Contract shall be in the amount equal to one hundred  percent (100%) of
such  Reimbursable  Costs,  in  accordance  with Section  7.1.7.7 of the General
Contract.

     B.  Lender  shall  have  no  obligation  to  make  a  Work-Related  Advance
(including,  without  limitation,  the  initial  Work-Related  Advance)  if  the
undisbursed  portion of the  Construction  Loan (or, in reference to the initial
Work-Related  Advance,  the full  Construction  Loan  amount)  is less  than the
remaining  costs of Completion  until  Borrower has deposited with the Lender an
amount  equal  to the  estimated  Uncovered  Cost  of the  Work  (the  "Required
Completion Deposit Assurances").

     C. Lender shall  withhold from each  Work-Related  Advance an amount not to
exceed ten percent (10%) of such costs,  provided,  that no such retainage shall
apply to any  reimbursements  to be paid to the General  Contractor  pursuant to
Section 7.1.7.7 of the General Contract. The retainage shall be funded by Lender
to, or at the direction of, Borrower upon Borrower's  written  certification  to
Lender  that  all  "punch  list   items"  have  been   resolved  to   Borrower's
satisfaction,    accompanied    by   a   certificate    from   the    Borrower's
Architect/Engineer and Lender's Inspector certifying to the same, and subject to
Lender's approval of such items.

     D. Each Work-Related Advance shall be conditioned upon Lender's receipt and
approval of all items required to be delivered by Borrower pursuant to Exhibit I
hereof.

     E.  Work-Related  Advances  shall be subject to the receipt of Title Policy
endorsements   required  pursuant  to  the  Construction   Covenants,   trailing
mechanics'  and  materialmen's  lien  waivers on a thirty (30) day basis and any
surveys required pursuant to the Construction Covenants.

     F.  Lender  will  make  the  initial  Work-Related  Advance  and the  final
Work-Related  Advance  directly  to the agent of the Title  Company  (the "Title
Agent")  if  necessary  in order for  Lender to obtain  the Title  Policy or any
endorsement thereto. Other Work-Related Advances may, at Borrower's election, be
made directly to Borrower  provided that all conditions  precedent to the making
of an Advance have been satisfied.

     G. Lender shall have the right to approve or disapprove  disbursements  for
stored or ordered goods.  Without limiting the generality of such right,  Lender
may  condition  its  approval of  disbursements  of the Loan for  payments of or
deposits  upon  stored or  ordered  goods  upon  Lender's  prior  receipt of the
following:

     (i) Evidence reasonably  satisfactory to Lender that such goods are covered
     by the  Insurance  Policies  required to be delivered  pursuant to the Loan
     Agreement;

     (ii)  Evidence  reasonably  satisfactory  to Lender from the vendor of such
     goods that,  upon full payment to the vendor,  ownership of such goods will
     vest in the name of  Borrower  free and clear of any liens or claims of the
     vendor or any other third party;

     (iii) (a) Evidence reasonably satisfactory to Lender that the goods are and
     upon disbursement  shall be stored upon the Real Property in a manner which
     is  adequate to protect the goods  against  theft and damage and  otherwise
     satisfactory to Lender; or

     (b) if the goods will not be stored upon the Real Property at disbursement,
evidence (including the original warehouse receipt)  reasonably  satisfactory to
Lender  that  the  goods  are  being  fabricated  or  sold  by a  reputable  and
creditworthy vendor, that the goods are being or will be stored in a


                                        9
<PAGE>


bonded warehouse or storage yard unless the goods are still being fabricated and
that the  warehouse  or storage  yard has been  notified  of  Lender's  security
interest.

     H.  Lender  shall have been  provided  with paid  invoices  relating to the
construction  of the  Time-Share  Project  for all Work  through the date of the
previous Work-Related Advance.

     I. No  intervening  matters  shall have  affected  the priority of Lender's
Mortgage.

     J.  Lender  shall have been  provided  with a  certification  by  Borrower,
Teton's  supervising  architect,  the General  Contractor and Lender's Inspector
that:  (a) all Work  theretofore  performed  has been  performed in  substantial
accordance with the Plans;  (b) all  governmental  licenses and permits required
for the Improvements as then completed have been obtained;  (c) the Improvements
as then completed do not violate and if further completed in accordance with the
Plans will not violate any law,  ordinance,  rule or regulation or any covenant,
condition or  restriction  affecting the Time-Share  Project;  (d) the remaining
undisbursed proceeds of the Loan are sufficient to pay for the completion of the
Improvements;  and (e) the Work-Related Advance is in an amount not in excess of
the  value of the Work and  materials  for  which the  Work-Related  Advance  is
requested.

     K. Lender  shall have been  provided  with  evidence  that any  inspections
required by any governmental  authority having  jurisdiction over the Time-Share
Project have been completed with results satisfactory to that authority

     L. Lender shall have been provided with a certification by Borrower that to
the best of  Borrower's  Knowledge,  there  shall  exist no Event of  Default or
Incipient Default as of the date of any such proposed Work-Related Advance.

     M.  Lender  shall  receive  copies of any  building  permits  that are then
required to be obtained by Borrower.

     S.8.A.  Borrower  represents  and  warrants  to Lender  that  prior to that
recordation of the Mortgage,  no services,  work,  equipment or materials of any
kind that may give rise to any mechanics or similar  statutory lien,  including,
without limitation,  site work, clearing,  grubbing,  draining or fencing of the
Real  Property  were  performed or  commenced on the Real  Property or otherwise
provided in connection  with the Work,  except to the extent that such services,
work, equipment, materials have been fully disclosed in writing to Lender and to
Title Insurer and the Title Policy insures the priority of the Mortgage over all
mechanics and similar liens.

     B.  Borrower  represents  and warrants to Lender that all utility  services
(including  water,  storm  and  sanitary  sewer,  gas,  electric  and  telephone
facilities and garbage removal) necessary for the Completion of the Work and the
intended use of the Real  Property as a Time-Share  Project are available to the
Real  Property (or will be upon  Completion);  that,  to the best of  Borrower's
Knowledge,  the suppliers of such  utilities have the capacity to serve the Real
Property  and are  committed  to supply such  utilities  in such  amounts as are
required upon Completion; and all fees and deposits due to the suppliers of such
utilities have been paid current or amounts adequate for such purposes have been
reserved in the Budget.

     C. Lender shall  employ an  independent  architect  or engineer  ("Lender's
Inspector") to: (a) review the Plans, the Budget and the Construction Contracts;
(b) make periodic  inspections  of the Real Property and the Work so that Lender
may monitor  whether  Borrower is in compliance with the terms and conditions of
this  Agreement  with  respect  to  completion  of the Work;  and (c) review and
approve the monthly draw request, perform an analysis of the anticipated cost of
the Work, and certify that each Work-Related Advance Request is not in excess of
the Work  completed and the amount to which Borrower is entitled under the terms
and conditions of this Agreement. The cost of retaining Lender's Inspector shall
be borne by Borrower.

     (1) Lender may require an inspection of the Work by Lender's  Inspector (a)
     prior to each  Work-Related  Advance;  (b)  monthly or more  frequently  if
     deemed  necessary by Lender during the course of  construction of the Work;
     (c) upon  Completion of the Work;  and (d) at such other time as Lender may
     deem  necessary due to actual or suspected  non-compliance  with the Plans,
     Construction Contract(s), the Loan Documents,

                                       10
<PAGE>

     any  law,   regulation  or  private   restriction,   sound   architectural,
     engineering  or  construction   principles  or  commonly   accepted  safety
     standards or  Borrower's  failure to satisfy the  requirements  of the Loan
     Documents.

     (2) Lender  shall have no duty to  supervise  or to review and  inspect the
     Plans, the Construction Contract(s),  any budget proposed to be the Budget,
     the construction of the Work, or any books and records pertaining  thereto.
     Any inspection  made by Lender shall be for the sole purpose of determining
     whether the  Obligations  are being  performed and of  preserving  Lender's
     rights under the Loan Documents. If Lender, or Lender's Inspector acting on
     behalf of Lender,  should  review or inspect  the Plans,  the  Construction
     Contract(s),  the  Budget,  the  construction  of the Work or any books and
     records  pertaining  thereto,  Lender and Lender's  Inspector shall have no
     liability or obligation to Borrower or any third person arising out of such
     inspection;  and neither Borrower nor any third person shall be entitled to
     rely upon any such inspection or review.  Inspection not followed by notice
     of default shall not  constitute (a) a waiver of any default then existing;
     (b) an acknowledgment  or  representation  by Lender or Lender's  Inspector
     that there has been or will be compliance with the Plans,  the Construction
     Contract(s),  the Budget, the Loan Documents,  applicable laws, regulations
     and private restrictions, sound construction,  engineering or architectural
     principles or commonly accepted safety standards,  or that the construction
     is free  from  defective  materials  or  workmanship;  or (c) a  waiver  of
     Lender's  right to insist that  Completion  of the Work occur in accordance
     with the Plans,  Construction  Contract(s),  the  Budget,  Loan  Documents,
     applicable   laws,   regulations   and   restrictions   of  record,   sound
     construction,  engineering or  architectural  principles or commonly safety
     standards and free from  defective  materials and  workmanship.  Lender and
     Lender's  Inspector  owe no duty of care to Borrower or any third person to
     protect  against,  or inform Borrower or any third person of, the existence
     of negligence,  faulty,  inadequate or defective  design or construction of
     the Work.

     (3) To the extent  that any  construction  within the  Project is funded by
     sources  other  than the Loan  contemplated  herein  (including  Borrower's
     equity), Borrower shall allow Lender's Inspector (at Borrower's expense) to
     review and inspect such  construction  work and such construction work must
     meet Lender's standards and specifications.

     D.  Borrower  shall  strictly  enforce  all  material   provisions  of  the
Construction   Contract,   the   Architect/Engineer   Agreement  and  all  other
contract(s) for the  construction  of the Time-Share  Project to ensure that the
other parties thereto are required to promptly and diligently perform all of its
or their  obligations  thereunder  and in such a manner as to preserve  Lender's
security interest in the Collateral and the Time-Share  Project.  Borrower shall
timely  perform all its  obligations  under the  aforementioned  agreements  and
contracts.  No material change,  amendment or modification shall be made to such
contract(s) without the prior written consent of Lender.

     E. No materials,  equipment,  fixtures or any other part of the  Time-Share
Project,  or articles of personal  property  placed in the  Time-Share  Project,
shall  be  purchased  or  installed  under  any  security   agreement  or  other
arrangements  wherein  the seller  reserves  or purports to reserve the right to
remove or to  repossess  any such items or to consider  them  personal  property
after their incorporation into the Time-Share Project.

     F. Borrower shall commence  construction  of the  Improvements on or before
the date hereof,  shall  continue the Work without  material  interruption,  and
shall cause Completion on or before the Required  Completion Date subject to the
occurrence  of Force  Majeure  Events  not to  exceed  ninety  (90)  days in the
aggregate.  Borrower  shall (a) permit no  material  deviations  to occur in the
progress,  timing or completion of construction of the Time-Share  Project;  (b)
cause the Time-Share Project to be constructed  substantially in accordance with
the Budget;  (c) otherwise abide by the Work Progress Schedule and Budget in all
material  respects;  and (d)  cause  the  Completion  of the  Work in a good and
workmanlike  manner  substantially  according to the Plans,  free from all legal
charges,  encumbrances  and rights of third  parties  (other than the  Permitted
Encumbrances and the Mortgage), and in accordance with all applicable ordinances
and statutes, including zoning laws, all covenants,  conditions and restrictions
running  with  the  land,  and  all   regulations  and  building  codes  of  any
governmental  or  municipal  agency  having  jurisdiction  over  the  Time-Share
Project.

     G. Borrower shall pay when due all costs, expenses and claims pertaining to
the Work and deliver to Lender during the course of the Work in order to monitor
and/or  provide  assurance  that the Work is proceeding  lien free in accordance
with the  requirements  of this Agreement:  bills of sale,  conveyances and paid
invoices  pertaining to the Work;  all waivers and releases of lien or claims on
the Real Property and/or the Improvements on account of the Work Lender may


                                       11
<PAGE>


deem necessary or may request for its protection; and from persons acceptable to
Lender, additional engineering or architectural studies and reports as Lender or
Lender's Inspector may require.

     H. The Time-Share  Project shall be completed  substantially  in accordance
with the final drawings,  plans and  specifications  which have been approved by
Lender (the "Plans")  prepared by the  Architect(s)/Engineer(s),  as approved by
Lender,  Construction  Contract(s),  applicable  laws,  regulations  and private
restrictions,   the  Loan  Documents,   sound   construction,   engineering  and
architectural  principles and commonly  accepted safety  standards and free from
defective  materials  and  workmanship.  No  material  changes,  alterations  or
modifications  shall  be  made in the  Plans  or in any of the  other  Principal
Work-Related  Items  without  Lender's  prior  written  approval.  The foregoing
notwithstanding, Borrower shall be permitted to make changes in the Plans to the
extent that such change order (a) does not  increase the cost of the  Time-Share
Project by more than Twenty-Five  Thousand Dollars  ($25,000) or, with all other
changes,  does not increase the cost of the Time-Share  Project by more than One
Hundred  Thousand  Dollars  ($100,000),  and (b) does not materially  affect the
design,  structural  integrity or quality of the  Improvements.  Borrower  shall
deliver to Lender,  immediately upon execution  thereof,  all change orders with
respect to the Work,  including  those  within the scope of clauses  (a) and (b)
above.

     I.  Borrower  shall  not enter  into any  Architect/Engineer  Agreement  or
Construction  Contract (other than those  contracts and agreements  which Lender
approved  prior to the Closing  Date) with respect to the Work except upon terms
and with such parties as Lender may approve in writing.

     J.  Borrower  shall  record,  or  cause  to be  recorded,  all  notices  of
commencement/completion  and similar  notices  permitted by applicable  laws and
regulations  which have the effect of shortening  periods within which mechanics
and similar liens may be filed.

     K.  Borrower  shall  deliver  to  Lender  true and  complete  copies of all
Principal Work-Related Items and all other Contracts,  Intangibles, Licenses and
Permits.

     L. Borrower shall perform all its obligations and preserve its rights under
the Principal Work-Related Items in force and use its best efforts to secure the
performance  of the other  parties to the Principal  Work-Related  Items and all
other Contracts, Intangibles, Licenses and Permits.

     M. Borrower shall deliver, or cause to be delivered,  to Lender prior to or
concurrently with each Work-Related  Advance,  a date down endorsement in a form
acceptable to Lender  issued by the Title Company  insuring that the Mortgage at
the time of each Work-Related  Advance,  constitutes a valid first priority lien
upon the Real  Property or title,  subject only to the  Permitted  Encumbrances;
upon  construction  of the  foundation for any building  comprising  part of the
Improvements  deliver,  or cause  to be  delivered,  to  Lender  an  endorsement
("foundation  endorsement") insuring that the foundations,  as constructed,  are
located  within all set-back and boundary  lines of the Real Property and do not
encroach upon any easements, rights of way (public or private) or upon any other
adjoining  landowner's  property;  and upon the final advance of the  retainage,
Borrower shall deliver,  or cause Title Agent to deliver,  to Lender a date down
endorsement or a re-issued title policy  ("Re-Issued  Title Policy") meeting the
substantive requirements set forth above.

     N. Borrower  shall notify Lender in writing if and when the unpaid costs of
Completion of the Work exceed or appear likely to exceed the undisbursed portion
of the Loan and any undisbursed Required Completion Assurance Deposit(s) held by
Lender.

     O. Borrower  shall deliver to Lender  promptly  after the completion of the
foundation and, if required by Lender, after the pouring of a street,  curbstone
or concrete slab on the Real Property,  a survey prepared in accordance with the
requirements of the Loan Agreement,  showing such  Improvements,  their location
within  the  boundary  and set back  lines of the  Real  Property  and a lack of
encroachments,  and deliver to Lender  promptly  upon the  Completion,  a survey
which is certified to Lender,  showing the "as-built"  Improvements  and showing
all easements and other matters affecting the Time-Share Project,  and otherwise
satisfying the requirements of Loan Agreement;

     P. Borrower shall,  after obtaining  knowledge or receiving notice thereof,
correct or cause to be corrected  (a) any material  defect in the Work,  (b) any
material  departure  in the  completion  of the  Work  from  the  Plans  and the
Construction  Contract(s)  unless  expressly  permitted  in  this  Agreement  or
consented to in writing by Lender, (c) any


                                       12
<PAGE>

failure of the Work to comply with applicable laws,  regulations or restrictions
of record,  sound  construction,  engineering  or  architectural  principles  or
commonly  accepted safety  standards or (d) any  encroachment of any part of the
Improvements  on any set-back or boundary line,  easement,  or other  restricted
area.

S.9 (a) The  Receivables  Loan Note is  comprised  of two (2) notes,  one in the
amount  of Five  Million  and  No/100  Dollars  ($5,000,000)  made  jointly  and
severally by Raintree and Teton (the "Raintree Receivables Note") and one in the
amount of Fifteen Million and No/100 Dollars  ($15,000,000) made solely by Teton
(the  "Teton  Receivables  Note").  The  parties  agree  that  Advances  of  the
Receivables Loan shall be deemed to made under the Raintree Receivables Note, as
to twenty-five  percent (25%) of such Advance,  and, under the Teton Receivables
Note, as to  seventy-five  percent (75%) of such  Advance.  In addition,  to the
extent any payment under the Receivables Loan is subsequently  invalidated,  set
aside or required to be repaid to any other  person,  then to such  extent,  the
Obligation  in  connection  with the  Receivables  Loan intended to be satisfied
shall be revived  and  continued  under the  Raintree  Receivables  Note,  as to
twenty-five  percent (25%) of such Obligation,  and under the Teton  Receivables
Note, as to  seventy-five  percent (75%) of such  Obligation.  Furthermore,  all
payments made in satisfaction of the principal  balance of the Receivables  Loan
shall be applied  twenty-five  percent (25%) against the  outstanding  principal
balance due under the Raintree  Receivables Note and seventy-five  percent (75%)
against the outstanding principal balance under the Teton Receivables Note.

     (b) The Working Capital Loan Note is comprised of two (2) notes, one in the
amount of One Million Eight  Hundred  Seventy-Five  Thousand and No/100  Dollars
($1,875,000)  made jointly and  severally  by Raintree and Teton (the  "Raintree
Working  Capital  Note")  and one in the  amount  of Five  Million  Six  Hundred
Twenty-Five  Thousand and No/100 Dollars  ($5,625,000) made solely by Teton (the
"Teton Working  Capital  Note").  The parties agree that Advances of the Working
Capital Loan shall be deemed to made under the Raintree Working Capital Note, as
to  twenty-five  percent  (25%) of such  Advance,  and,  under the Teton Working
Capital Note, as a seventy-five  percent (75%) of such Advance. In addition,  to
the  extent  any  payment  under  the  Working   Capital  Loan  is  subsequently
invalidated,  set aside or  required to be repaid to any other  person,  then to
such extent, the Obligation in connection with the Working Capital Loan intended
to be  satisfied  shall be revived  and  continued  under the  Raintree  Working
Capital Note, as to twenty-five percent (25%) of such Obligation,  and under the
Teton Working Capital Note, as to seventy-five percent (75%) of such Obligation.
Furthermore,  all payments made in satisfaction of the principal  balance of the
Working  Capital Loan shall be applied  twenty-five  percent  (25%)  against the
outstanding  principal  balance due under the Raintree  Working Capital Note and
seventy-five  percent (75%) against the outstanding  principal balance under the
Teton Working Capital Note.

     (c) The  Construction  Loan Note is comprised of two (2) notes,  one in the
amount of Eight Million One Hundred Thirty-Two  Thousand Five Hundred and No/100
Dollars  ($8,132,500)  made  jointly and  severally  by Raintree  and Teton (the
"Raintree  Construction Note") and one in the amount of Twenty-Four Million Nine
Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($24,937,500) made
solely by Teton (the "Teton Construction Note"). The parties agree that Advances
of the Construction Loan shall be deemed to made under the Raintree Construction
Note, as to  twenty-five  percent (25%) of such  Advance,  and,  under the Teton
Construction Note, as a seventy-five percent (75%) of such Advance. In addition,
to  the  extent  any  payment  under  the  Construction   Loan  is  subsequently
invalidated,  set aside or  required to be repaid to any other  person,  then to
such extent, the Obligation in connection with the Construction Loan intended to
be satisfied  shall be revived and  continued  under the  Raintree  Construction
Note, as to twenty-five  percent (25%) of such  Obligation,  and under the Teton
Construction  Note,  as  to  seventy-five  percent  (75%)  of  such  Obligation.
Furthermore,  all payments made in satisfaction of the principal  balance of the
Construction  Loan  shall be  applied  twenty-five  percent  (25%)  against  the
outstanding  principal  balance  due under the  Raintree  Construction  Note and
seventy-five  percent (75%) against the outstanding  principal balance under the
Teton Construction Note.

S.10 At the election of Lender, to be given by written notice to Borrower at any
time  prior to the date  (the  "Adjustment  Date")  which is sixty  (60)  months
following the expiration of the Receivables  Loan Borrowing  Term,  Lender shall
have the right but not the  obligation  to adjust the interest  rate under which
the  Receivables  Loan accrues to an amount  equal to four  hundred  (400) basis
points in excess of the rate offered on a five-year U.S. Treasury Note in effect
five (5)  Business  Days prior to the  Adjustment  Date.  The rate  offered on a
five-year U.S. Treasury Note shall be defined as the rate shown under the column
heading "Ask Yld." for "Govt.  Bonds & Notes" in the  "Treasury  Bonds,  Notes &
Bills"  Section of The Wall Street  Journal - Western  Edition  published on the
fifth Business Day prior to the Adjustment  Date for the government bond or note
with a maturity date in the same month and year as the Receivables Loan Maturity
Date,  or,  if there  are more  than one (1)  government  bonds or notes  with a
maturity  date in the same month and year as the  Receivables  Loan


                                       13
<PAGE>

Maturity  Date,  the highest of the rates shown in the "Ask Yld." column for any
such bond or note,  or, if there is no  government  bond or note with a maturity
date in the same  month and year as the  Receivables  Loan  Maturity  Date,  the
average (rounded to the next highest basis point) of the rates shown in the "Ask
Yld." column for the bonds or notes in the months  preceding  and  following the
month in which the Receivables Loan Maturity Date falls.



























                                       14


<PAGE>



                                   EXHIBIT A-1

                        CONDITIONS OF ELIGIBLE INSTRUMENT


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

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

     (c) Teton has  received  from the  Purchaser a minimum cash down payment of
ten percent  (10%) of the total sales price (no part which has been  advanced or
loaned to the  Purchaser by  Borrower,  directly or  indirectly)  with such down
payment being represented by a cash or credit card payment.

     (d) The Instrument must provide for level consecutive monthly  installments
of principal and interest in U. S. funds over a term (from its  effective  date)
not exceeding two hundred forty (240) months from the date of its execution.

     (e) At the  time of  funding  of an  Advance  against  the  Instrument,  no
scheduled  installment  payment on the Instrument is more than  twenty-nine (29)
days past due or has been deferred more than twenty-nine (29) days.

     (f) The  Purchaser in all  respects,  including,  without  limitation,  its
creditworthiness,  is acceptable to Lender.  Without  limiting the generality of
the  foregoing,  if the  Purchaser is a resident of the United States or Canada,
such Purchaser has a Fair Isaac Credit Bureau Score of not less than 650, and if
a  resident  of a county  other than the  United  States or  Canada,  Lender may
determine the  creditworthiness of such Purchaser based on any equivalent credit
scoring system in effect in such Purchaser's  county of residence.  In addition,
such  Purchaser  has  obtained  from Teton  marketable  rights to the  purchased
Time-Share  Interest  and  has  not  purchased  more  than  two  (2)  Time-Share
Interests,  provided, however, that Lender may consider on a case-by-case basis,
funding an Advance against an Instrument from a Purchaser who has purchased more
than two (2) Time-Share Interests.

     (g) The Instrument and any security for the payment of the amount due under
the Instrument are bona fide, are in form and substance  satisfactory  to Lender
and are valid and enforceable in accordance with their terms; upon the obligor's
default  under the  Instrument,  subject only to notice and a  reasonable  grace
period,  payment of the balance of the  indebtedness  owing under the Instrument
may be immediately accelerated and the lien of any security may be foreclosed or
realized  upon;  and  rights  of  the  Purchaser  to  the  purchased  Time-Share
Interest(s) is subject only to the Permitted Encumbrances and the payment of any
and all assessments levied by the Time-Share Association.

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

     (i) The Instrument, the Purchaser Mortgage and the related sale transaction
comply with all applicable  laws; Teton has Performed all its obligations due to
the  Purchaser  and there are no executory  obligations  to the  Purchaser to be
Performed by Teton;  and the  Purchaser  does not have any right of  rescission,
set-off, abatement, counterclaim or the like.


                                        1
<PAGE>

     (j) The  Purchaser  is a  United  States  or  Canadian  resident  provided,
however,  that Lender may consider,  on a case-by-case basis, funding an Advance
against an  Instrument  from a Purchaser  who is not a United States or Canadian
resident.

     (k) The Instrument is secured by a Purchaser Mortgage
























                                        2
<PAGE>


                                   EXHIBIT A-2

             CONDITIONS OF WORKING CAPITAL LOAN ELIGIBLE INSTRUMENTS


     (a) Lender has a valid, direct and perfected first  lien/security  interest
in the  Reservation  Agreement and if and when the same comes into existence the
Purchase  Contract  pertaining  to the same,  together  with the  Escrow and the
Agreement creating and governing the Escrow.

     (b) The Reservation  Agreement does not represent a sale by Teton, directly
or  indirectly,  to any  of  its  members,  managers,  shareholders,  directors,
officers,  partners, as the case may be, its agents,  employees or creditors, or
any relative or Affiliate of Teton or of the foregoing.

     (c) Teton has received  from the Purchaser a signed  Reservation  Agreement
accompanied  by a refundable  deposit equal to five percent (5%) of the purchase
price of the Time-Share  Interest which is the subject matter of the Reservation
Agreement and the original signed Reservation Agreement and such deposit is held
in Escrow by the Escrow Agent.

     (d) The  Reservation  Agreement  is bona  fide,  is in form  and  substance
satisfactory  to Lender and is valid and  enforceable  in accordance  with their
terms.



















                                        3

<PAGE>


                                    EXHIBIT B

                             PERMITTED ENCUMBRANCES


     1.  Unpatented  mining claims;  reservations or exceptions in patents or in
acts authorizing the issuance thereof;  surface water rights, claims or title to
surface water.

     2. Ownership or title to any mineral interest and the effect on the surface
of the exercise of the mineral right.

     3. Taxes for the year 1999 and subsequent years.

     4. Covenants, conditions, restrictions, reservations, easements (including,
but not limited to the access,  utility,  tramway, skier and snowmaking easement
as shown on Plat  945),  ditches,  roadways,  rights-of-way,  common  areas  and
building set back  requirements  as  delineated on the recorded Plat Number 945,
records of Teton County, Wyoming.

     5. Right of Way Easement from K.L.  Clatterbaugh  to Lower Valley Power and
Light, Inc.  appearing of record in Book 10 of Mixed Records,  Page 101, records
of Teton County, Wyoming.

     6.  Non-Exclusive  Easement from The Jackson Hole Ski  Corporation to Lower
Valley Power and Light,  Inc.  appearing of record in Book 12 of Mixed  Records,
Page 243, records of Teton County, Wyoming.

     7. Easement and  right-of-way  from Jackson Hole Ski  Corporation  to Lower
Valley Power and Light, Inc.  appearing of record in Book 81 of Photo, Page 221,
records of Teton County, Wyoming.

     8.  Compilation of Declaration of Restrictive  Covenants,  Jackson Hole Ski
Corporation  Addition  appearing of record on Book 330 of Photo,  Pages 418-443,
and any amendments thereto, records of Teton County, Wyoming.

     9. Affidavit Affecting Title Re: Teton Village Planned Unit Development for
Planned Resort appearing of record in Book 351 of Photo, Pages 409-573,  records
of Teton County, Wyoming.

     10.  Easement and the terms and  conditions of that  beneficial  Access and
Utility  Easement  appearing  of  record in Book 356 of  Photo,  Pages  470-472,
records of Teton County, Wyoming.

     11. Access and Utility  Easement  appearing of record in Book 371 of Photo,
Pages 656-658, records of Teton County, Wyoming.

     12. Teton Village Master Plan (PUD 97-0001) Development Exactions Agreement
of Requirements,  Commitments and Outstanding Obligations appearing of record in
Book 374 of Photo, Pages 580-583, records of Teton County, Wyoming.


                                        4
<PAGE>


                                    EXHIBIT C

                             BORROWER'S CERTIFICATE


     The Teton Club,  LLC., a Delaware  limited  liability  company and Raintree
Resorts  International,  Inc., a Nevada corporation  (collectively,  "Borrower")
hereby  certify  to FINOVA  CAPITAL  CORPORATION  ("Lender")  that (i) the total
unpaid  payments  due under the  Instruments  described  in  Schedule A attached
hereto  and by this  reference  incorporated  herein  and the  unpaid  principal
balance  for each such  Instrument  is as set forth in Schedule A; and (ii) such
Instruments are,  individually and collectively,  Eligible  Instruments (if this
Certificate  is being  submitted in  connection  with an Advance of  Receivables
Loan) or Working Capital Loan Eligible Instruments (if this Certificate is being
delivered in connection with an Advance of the Working Capital Loan).

     Except as otherwise defined herein or the context otherwise  requires,  all
capitalized  terms used herein  have the  meaning  given to them in the Loan and
Security  Agreement  between  Borrower  and Lender  dated as of  ______________,
199____, as it may be from time to time renewed, amended, replaced or restated.

DATED: ____________, ______.

"BORROWER"             THE TETON CLUB, LLC, a Delaware limited liability company

                       By:
                               Type/Print Name:
                               Title:


                       RAINTREE RESORTS INTERNATIONAL INC., a Nevada corporation

                       By:
                               Type/Print Name:
                               Title:








                                        5
<PAGE>


                                   EXHIBIT C-1
                          RE-ASSIGNMENT OF INSTRUMENTS

KNOW ALL MEN BY THESE PRESENTS:

     That FINOVA Capital Corporation,  a Delaware  corporation  ("Assignor") for
Ten Dollars ($10) and other  valuable  consideration  to it in hand, the receipt
whereof is hereby  acknowledged,  does by these presents grant,  bargain,  sell,
assign,  transfer  and set over unto The Teton  Club,  LLC, a  Delaware  limited
liability  company  ("Assignee")  all of Assignor's  interest in the Instruments
("Instruments")  described in Schedule A attached  hereto and by this  reference
incorporated herein.

     TOGETHER  WITH all the  promissory  note(s)  and other  obligations  of the
mortgagor(s)  described  in such  Instruments,  all  moneys  due  and to  become
obligations  therein secured,  all moneys due and to become due thereunder,  and
all interest thereon, and all rights arising therefrom.

     This  re-assignment is made without recourse and without  representation or
warranty of any kind,  express and implied (except that Assignor has not sold or
assigned any interest in or otherwise encumbered the Instruments or other rights
being reassigned hereunder).

     IN WITNESS  WHEREOF,  the Assignor has caused these presents to be executed
the ____ day of _________________, 199__.


WITNESS:            "Assignor"

                    FINOVA CAPITAL CORPORATION, a Delaware corporation


                    By:
                    Type/Print Name:
                    Title:


STATE OF ___________________  )
                              )
County of ____________________)


     I, _______________________, a notary public in and for the State and County
aforesaid, do certify that  ____________________________________  whose name, as
________________________  of  _____________________,  is signed  to the  writing
above,  bearing  date  on the  ______  day  of  _________________,  199___,  has
acknowledged the same before me in my County aforesaid.

     Given under my hand and official seal this ___ day of __________________.

     My term of office expires on the ____ day of ___________________.


                    Notary Public





                                        6
<PAGE>



                                   SCHEDULE A
                         To re-assignment of instruments



                  Purchaser

                  Date

                  Original Principal

                  Amount Secured



















                                        7


<PAGE>


                                   EXHIBIT C-2
                          RE-ASSIGNMENT OF MORTGAGE(S)

     FINOVA CAPITAL CORPORATION, a Delaware corporation ("Assignor"),  as holder
of the mortgage(s) described on Schedule A attached hereto and by this reference
incorporated  herein,  for  good  and  valuable  consideration  given  to  it by
(Borrower Name), (Type of Borrower Entity) ("Assignee"),  the receipt whereof is
hereby acknowledged,  hereby re-assigns and transfers unto Assignee its interest
in and to such mortgage(s);

     TOGETHER  WITH  the  promissory   note(s)  and  other  obligations  of  the
mortgagor(s)  described  in such  mortgage(s),  all moneys due and to become due
under such mortgage(s),  promissory note(s) and other obligations,  all interest
thereon, and all rights arising therefrom.

     This  re-assignment is made without recourse and without  representation or
warranty of any kind, express and implied.

     IN WITNESS  WHEREOF,  Assignor has caused these presents to be executed the
___ day of __________, ____.


WITNESS TO ASSIGNOR:     FINOVA CAPITAL CORPORATION, a Delaware corporation

ASSIGNOR:
                              By:
                              Type/Print Name:
By:                           Title:
Type/Print Name:


By:
Type/Print Name:



STATE OF __________________   )
                              )
County of ____________________)


     I, _______________________, a notary public in and for the State and County
aforesaid, do certify that  ____________________________________  whose name, as
________________________  of  _____________________,  is signed  to the  writing
above,  bearing  date on the ___ day of  ________________________,  199___,  has
acknowledged the same before me in my County aforesaid.

     Given under my hand and official seal this ___ day of ___________________.

     My term of office expires on the ____ day of _______________________.


                    Notary Public






                                        8
<PAGE>


                   SCHEDULE A TO RE-ASSIGNMENT OF MORTGAGE(S)

Mortgagor      Real        Date of        Mortgage         Original Principal
             Property1     Mortgage      Recording            Amt. Secured
                                        Information2

































1 All of said time share interests being in (Real property  description)

2 (Date of Recording and either Instrument Number or Adequate Recording Book and
Page References)


                                       9
<PAGE>


                                    EXHIBIT D

                              ADDITIONAL CONDITIONS
                        TO WORKING CAPITAL LOAN ADVANCES

         (a) a completed and executed  "Request for Working Capital Loan Advance
and Certification," in form and substance identical to Exhibit D-1.

     (b) (i) signed Reservation Agreement and if and when available,  the signed
Purchase Contract,  which qualify as a Working Capital Loan Eligible Instrument,
which  have  been duly and  unconditionally  assigned  to Lender by Teton,  (ii)
copies   of   signed   receipts   for   public   offering    statements/property
reports/prospectuses  to the  extent  the same are given or are  required  to be
given to Purchasers in connection with the sales of Time-Share  Interests giving
rise to such Instruments,  and (iii) copies of credit disclosure  statements and
other  items  requested  by  Lender  which  were  signed by such  Purchasers  in
connection with such sales.

     (c)  Assignment in form and substance  identical to Exhibit D-2 to the Loan
and Security Agreement,  properly completed, executed and acknowledged assigning
the Instruments covered by item (b) above.

     (d) if requested by Lender,  evidence  reasonably  satisfactory  to it that
there are no conflicting  charges or security  interests  claimed in the Working
Capital Loan Collateral, other than the Permitted Encumbrances.

     (e) Certification from the Escrow Agent in the form of Exhibit D-3.

     (f) if requested by Lender, such other items which are reasonably necessary
to  evaluate  the  request  for  the  Working   Capital  Loan  Advance  and  the
satisfaction of the conditions precedent thereto.







                                       10


<PAGE>


                                   EXHIBIT D-1

                    REQUEST FOR WORKING CAPITAL LOAN ADVANCE
                                AND CERTIFICATION


     The undersigned ("Borrower") requests FINOVA CAPITAL CORPORATION ("Lender")
to    make   a    Working    Capital    Loan    Advance    in    the    sum   of
_____________________________   ______________   UNITED  STATES   DOLLARS  (U.S.
$_____________) upon receipt hereof, pursuant to the Loan and Security Agreement
between such parties dated as of  _______________,  19____ (with any amendments,
"Agreement").

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

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

                    DATED:  ________________, ______.

"BORROWER"          THE TETON CLUB, LLC, a Delaware limited liability company


                    By:
                            Type/Print Name:
                            Title:

                    RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation

                    By:
                            Type/Print Name:
                            Title:






                                       11
<PAGE>


                                   EXHIBIT D-2
                                   ASSIGNMENT


                                   ASSIGNMENT

     (Borrower  Name),  (Type of  Borrower  Entity)  ("Assignor"),  as owner and
holder of the Reservation  Agreement(s)  described in Schedule A attached hereto
and by this reference  incorporated herein, for good and valuable  consideration
given to it by FINOVA CAPITAL CORPORATION,  a Delaware corporation ("Assignee"),
the receipt  whereof is hereby  acknowledged,  hereby grants,  bargains,  sells,
assigns,  transfers and sets over unto Assignee all of Assignor's rights,  title
and  interest  in and to  such  Reservation  Agreement(s)  and  if and  when  in
existence, the Purchase Contract(s) pertaining thereto, but excepting Assignors'
obligations to the Purchasers under such  Reservation  Agreement(s) and Purchase
Contract(s);

     TOGETHER  WITH  the  obligations  of  the  Purchasers   described  in  such
Reservation Agreement(s) and Purchase Contract(s),  all moneys due and to become
due under such  Reservation  Agreement(s)  and Purchase  Contract(s),  and other
obligations, all interest thereon, and all rights arising therefrom.

     IN WITNESS  WHEREOF,  Assignor has caused these presents to be executed the
____ day of __________, ____.


WITNESSES AS TO ASSIGNOR:              (Borrower Name),(Type of Borrower Entity)

ASSIGNOR

Type/Print Name:    By:
                    Type/Print Name:
                    Title:
Type/Print Name:



COMMONWEALTH/STATE OF       )
                            )
County of                   )

[APPROPRIATE FORM OF ACKNOWLEDGMENT]






                                       12


<PAGE>


                                   SCHEDULE A
                                       TO
                                   ASSIGNMENT

 Purchaser    Time-Share Unit    Date of Reservation    Cash Payments Made Under
                                      Agreement           Reservation Agreement





























                                       13


<PAGE>


                                   EXHIBIT D-3
                                  CERTIFICATION

     The  undersigned,  constituting  the Escrow Agent under that certain Escrow
Agreement dated June 23, 1999,  between The Teton Club, LLC and the undersigned,
hereby  certifies that FINOVA  Capital  Corporation  that the  undersigned is in
possession of the original of each of the  Reservation  Agreements  described on
the attached Schedule and has received and is in possession of the cash payments
in the amounts set forth on the attached  Schedule.  The  undersigned  agrees to
hold the  Reservation  Agreements  and cash  payments  described on the attached
Schedule  strictly  in  accordance  with  that  certain  Collateral  Assignment,
Security Agreement and Account Agreement dated __________________,  1999 between
the undersigned and FINOVA Capital Corporation.

     The undersigned acknowledges that FINOVA Capital Corporation is making loan
advances in express reliance upon the accuracy of this certification.



                    JACKSON HOLE TITLE AND ESCROW COMPANY


                    By:
                    Print Name:
                    Title:





















                                       14



<PAGE>


                          ATTACHMENT TO CERTIFICATION *




Purchaser         Time-Share           Date of           Cash Payment Made Under
                    Unit        Reservation Agreement     Reservation Agreement




























-------------------------

* Note to Preparer: This should be cumulative list of all Reservation Agreements
and cash payments held on escrow



                                       15

<PAGE>


                                    EXHIBIT E
                              ADDITIONAL CONDITIONS
                          TO RECEIVABLES LOAN ADVANCES

     (a) a completed  and  executed  "Request for  Receivables  Loan Advance and
Certification," in form and substance identical to Exhibit E-1.

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

     (c) a Receivables  Assignment in recordable  form and otherwise in form and
substance identical to Exhibit E 2 to the Loan and Security Agreement,  properly
completed,  executed and acknowledged  assigning the Instruments covered by item
(b) above.

     (d) if not previously furnished,  evidence satisfactory to Lender that: (i)
all Time-Share  Interests  which are the subject of the  Instruments  covered by
item (b) above have all necessary and promised on-site and off-site improvements
thereto and necessary and promised  utilities are available;  (ii) all Units and
amenities  which are to be available to Purchasers  obligated on the Instruments
covered by item (b) above have been completed in accordance  with all applicable
building  codes  and are  fully  furnished,  necessarily  equipped  and  will be
available for use by Purchasers without  disturbance or termination of their use
rights  so long as they  are not in  default  of  their  obligations  under  the
Instruments;  and (iii) all  furnishings in the Units and amenities are owned by
an owners' association or associations in which the Purchasers are members, free
of charges, liens and security interests other than the Permitted Encumbrances.

     (e) if requested by Lender,  written  confirmation from the Servicing Agent
that it has not received notice of any complaint,  demand,  set-off, or claim by
any person,  including,  without limitation,  any Purchaser, with respect to the
Instruments  covered  by  item  (b)  above  (other  than as to  routine  matters
involving  the  servicing  of an  Instrument)  and  certifying  the unpaid total
payments due under the unpaid principal balance of such Instruments.

     (f) a Title Policy with respect to each Purchaser  Mortgage covered by item
(b) above.

     (g) if  requested  by Lender in  accordance  with its  normal  underwriting
procedures,  a credit report from a recognized  consumer credit reporting agency
on each Purchaser obligated under an Instrument covered by item (b) above.

     (h) if requested by Lender,  evidence  reasonably  satisfactory  to it that
there  are  no  conflicting   charges  or  security  interests  claimed  in  the
Receivables Collateral.

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

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

                                       16

<PAGE>


     (k) if requested by Lender, such other items which are reasonably necessary
to evaluate the request for the Receivables Loan Advance and the satisfaction of
the conditions precedent thereto.



























                                       17


<PAGE>


                                   EXHIBIT E-1

                      REQUEST FOR RECEIVABLES LOAN ADVANCE
                                AND CERTIFICATION


     The undersigned ("Borrower") requests FINOVA CAPITAL CORPORATION ("Lender")
to make a Receivables  Loan Advance in the sum of  _____________________________
______________ UNITED STATES DOLLARS (U.S.  $_____________) upon receipt hereof,
pursuant to the Loan and Security  Agreement  between  such parties  dated as of
_______________, 19____ (with any amendments, "Agreement").

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

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

                    DATED:  ________________, ______.

  "BORROWER"        THE Teton CLUB, LLC, a Delaware limited liability company


                    By:
                            Type/Print Name:
                            Title:


                    RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation

                    By:
                            Type/Print Name:
                            Title:

























                                       18


<PAGE>


                                   EXHIBIT E-2
                             RECEIVABLES ASSIGNMENT

when recorded, mail to:

FINOVA Capital Corporation
7272 East Indian School road, Suite 410
Scottsdale, Arizona 85251
Attention:  Manager, Real Estate Finance Division


                            ASSIGNMENT OF MORTGAGE(S)

     (Borrower  Name),  (Type of  Borrower  Entity)  ("Assignor"),  as owner and
holder of the  mortgage(s)  described in Schedule A attached  hereto and by this
reference  incorporated herein, for good and valuable  consideration given to it
by FINOVA CAPITAL CORPORATION, a Delaware corporation ("Assignee"),  the receipt
whereof  is  hereby  acknowledged,  hereby  grants,  bargains,  sells,  assigns,
transfers and sets over unto  Assignee its rights,  title and interest in and to
such mortgage(s),  but excepting its obligations to the mortgagor(s)  under such
mortgage(s);

     TOGETHER  WITH  the  promissory   note(s)  and  other  obligations  of  the
mortgagor(s)  described  in such  mortgage(s),  all moneys due and to become due
under such mortgage(s),  promissory note(s) and other obligations,  all interest
thereon, and all rights arising therefrom.

     IN WITNESS  WHEREOF,  Assignor has caused these presents to be executed the
____ day of __________, ____.


WITNESSES AS TO ASSIGNOR:             (Borrower Name), (Type of Borrower Entity)

ASSIGNOR

Type/Print Name:    By:
                    Type/Print Name:
                    Title:
Type/Print Name:



COMMONWEALTH/STATE OF           )
                                )
County of                       )

[APPROPRIATE FORM OF ACKNOWLEDGMENT]







                                       19

<PAGE>


                                   SCHEDULE A
                                       TO
                            ASSIGNMENT OF MORTGAGE(S)

 Mortgagor        Real           Date of        Mortgage      Original Principal
                Property3       Mortgage4      Recording         Amt./Secured
                               Information


































-------------------------
3 All of said time share interests being in (real property description)

4 (Date of Recording andeither  Instrument Number or Adequate Recording Book and
Page References)

                                     20
<PAGE>


                                    EXHIBIT F


                       LEGAL DESCRIPTION OF REAL PROPERTY

     Parcel 1 (Fee Simple):  Lot 199 of Jackson Hole Ski  Corporation  Addition,
Sixteenth Filing, Teton County, Wyoming,  according to that plat recorded in the
Office of the Teton County Clerk on February 16, 1999 as Plat No. 945.

     Parcel 2 (Easement Estate): A nonexclusive  roadway and underground utility
line easement as created by that instrument recorded in Book 371 of Photo, Pages
656-658,  records of Teton  County,  Wyoming,  excepting  therefrom  Parcel 1 as
described therein.

     PIN  Number  for   Mortgaged   Property:   22-42-17-24-4-00-002   (includes
additional real property).















                                       21


<PAGE>


                                    EXHIBIT G

                                     BUDGET




















                                       22




<PAGE>


                                    EXHIBIT H

                             WORK PROGRESS SCHEDULE





















                                       23



<PAGE>


                                    EXHIBIT I

                      FINOVA CAPITAL CORPORATION ("Lender")
                           STANDARD CONSTRUCTION LOAN
                            ADMINISTRATIVE PROCEDURES

                       INITIAL AND SUBSEQUENT LOAN ADVANCE
                             REQUIREMENTS AND EVENTS


A. With each  Work-Related  Advance Request Borrower must complete,  execute and
deliver to Lender:

     1.   An  Application  and  Certificate  For Payment (AIA Document G702) and
          Continuation  Sheet(s)  (AIA  Document  G703)  for  all  direct  costs
          (Exhibit I-1).

     2.   Affidavit of Borrower for Advance (Exhibit I-2).

     3.   Waiver of Liens  (Exhibit  I-3) or such form as is required by law for
          previous payment.

     4.   Change Order  Approval  Request (AIA  Document  G713) when  applicable
          (Exhibit I-4).

     5.   Invoices  supporting  all  amounts  shown  in  columns  E and F of AIA
          Document G702 and G703.

     6.   Any required surveys.

     7.   Such other items as Lender  requests  which are  necessary to evaluate
          the request for the  Work-Related  Advance and the satisfaction of the
          conditions precedent thereto.

B. The following events must take place prior to each Work-Related Advance:

     1.   Contractor requests site inspection from Lender's Inspector.

     2.   Contractor provides Lender's Inspector with a copy of the AIA Document
          G702 and G703.

     3.   Lender's  Inspector  will perform a physical  inspection to review the
          work in place and make a certification  and  recommendation to Lender.
          Lender's   Inspector   forwards   his   report,    certification   and
          recommendation to Lender.

     4.   Lender will request  that the Title Agent  review the public  records,
          advise  Lender of the same,  and forward to Lender  endorsement(s)  as
          required  pursuant to the Loan  Agreement  dated as of the date of the
          Work-Related Advance.

     5.   Lender will review the  Work-Related  Advance Request and the input of
          Lender's Inspector and/or of the Title Agent. The Work-Related Advance
          Request must be appropriate,  complete and in proper order.  The order
          of  the  Work-Related  Advance  Request  package  will  determine  the
          processing time needed.



                                       24

<PAGE>

     6.   Borrower shall have all applicable licenses,  permits and certificates
          for all Work under  construction at the time the Work-Related  advance
          was requested.

     7.   All other conditions of the Loan Documents required to be satisfied as
          of the date of any such Work-Related Advance are satisfied.

C. Upon receipt  from Lender (or Title  Agent,  if  applicable),  Borrower  will
execute  and  deliver  to  Lender  a  funding  letter  in  connection  with  the
Work-Related Advance.

D. All items,  except for the escrow funding letter  required to be delivered to
Lender  pursuant to this Exhibit,  shall be delivered to Lender and the Lender's
Inspector at least ten (10) Business  Days prior to the  requested  Work-Related
Advance.
























                                       25



<PAGE>


                                   EXHIBIT I-1

                              AIA 702 AND 703 FORMS




































                                       26



<PAGE>



                                   EXHIBIT I-2

                        BORROWER'S AFFIDAVIT FOR ADVANCE


Borrower:                                                Date:

Time-Share Project:

Request No.:

Loan No.:           Period         to

Amount:

     In  connection  with and in  order to  induce  FINOVA  Capital  Corporation
("Lender"),  to advance the amount requested above,  Borrower hereby represents,
warrants and stipulates as follows:

     1. The work listed in this Work-Related Advance Request Package ("Request")
has been completed in accordance  with that certain Loan and Security  Agreement
dated  ____________________   between  the  undersigned  and  Lender  (with  any
amendments,  "Agreement");  all  obligations  for work submitted and received on
previous  Borrower's  Work-Related  Advance  Request  have now been paid in full
(except for  retainage);  the funds requested at this time shall be applied only
to the  obligations  for work set forth in this  Request and that all  Insurance
Policies  (including  without  limitation,  Builder's Risk and General Liability
Coverage policies) required by the Loan Agreement are in full force and effect.

     2.  Attached  hereto  are the  names  of all  contractors,  subcontractors,
suppliers and  materialmen who have performed or who will be performing Work and
whose names have not been previously delivered to Lender in writing.  Copies are
attached  hereto  of  contracts  with  all  such  contractors,   subcontractors,
suppliers and  materialmen  whose contracts are required to be, but have not yet
been, delivered to Lender pursuant to the terms of the Agreement.

     3. All Work performed is in substantial  accordance with the approved Plans
and no changes have been made in the  approved  Plans,  except as are  permitted
pursuant to the Agreement or have been previously approved in writing by Lender.

     4. The amounts and percentages set forth on the attached  schedules,  along
with supporting  documentation  for each budgeted item and the Balance To Finish
in  accordance  with the AIA Document  G702 and G703 are true and correct to the
best of Borrower's Knowledge.

     5. The following are included as part of this Request:

                  Application and Certificate for Payment (AIA G702)
                  Continuation Sheets (AIA G703)
                  Request for Advance - Indirect Costs
                  Check Sheet Form

     6. No material  adverse change has occurred in the  Improvements  or, since
the date of the latest financial statements given by or on behalf of Borrower to
Lender,  in the  financial  condition of Borrower or in  Borrower's  business or
operations.

     7. All  representations  and  warranties by Borrower  contained in the Loan
Documents are true and correct as of the date hereof.



                                       27

<PAGE>

     8. No Event of Default,  or no act or event which after notice and/or lapse
of time would constitute an Event of Default, has occurred and is continuing.

     9. Borrower has complied with all other  agreements or conditions  required
by the Agreement to be performed or complied with prior to or at the date of the
requested Advance.

     10.  Capitalized  terms not otherwise defined herein shall have the meaning
given to them in the Loan Agreement.

                                      Very truly yours,




                                       By:
                                       Name:
                                       Title:























                                       28


<PAGE>



                                   EXHIBIT I-3

                                 RELEASE OF LIEN

     KNOW    ALL    MEN   BY    THESE    PRESENTS,    that    the    undersigned
________________________________   for  and  in  consideration  of  the  sum  of
___________________  Dollars (US $___________) lawful money of the United States
of America,  to the  undersigned  in hand paid,  the  receipt  whereof is hereby
acknowledged,   does  hereby  waive,   release,   remise  and   relinquish   the
undersigned's right to claim,  demand,  impress or impose a lien or liens in the
sum of ___________________ Dollars ($__________) for materials furnished (or any
other   kind  or   class  of  lien   whatsoever)   up  to  the   _____   day  of
__________________, 199__, on the following described property:





                               [Legal Description]





     Dated this ______ day of ______________,  199__, at  ______________________
County, Wyoming.


                                             LIENOR'S NAME



                                             By:_______________________________
                                                      Authorized Representative














                                       29

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                                   EXHIBIT I-4

                     Change Order Approval Request AIA G713





























                                       30

<PAGE>



                                    EXHIBIT J

                      INITIAL ADVANCE DISBURSEMENT SCHEDULE

































                                       31

<PAGE>


                                    EXHIBIT K

                             EXCERPTS FROM INDENTURE




























                                       32


<PAGE>


                                    EXHIBIT L

                           CERTIFICATION re: INDENTURE

                                _________, 199__

FINOVA Capital Corporation
7272 East Indian School Road, Suite 410
Scottsdale,  Arizona  85251

The undersigned  hereby certifies to you the following  pursuant to the Loan and
Security  Agreement dated as of  ____________,  1999, among The Teton Club, LLC,
Raintree Resorts  International,  Inc. and FINOVA Capital Corporation (the "Loan
Agreement").  Unless otherwise defined herein, all capitalized terms used herein
shall  have the same  meaning  as set  forth  in the  Loan  Agreement.  The Loan
Agreement  requires  that  Raintree  certify  to the  Lender the extent to which
Raintree and those of its Affiliates that are "Restricted Subsidiaries" pursuant
to the Indenture,  including,  but not limited to Teton,  are in compliance with
the borrowing  limitations  set forth in the Indenture.  This  Certification  is
being delivered to you in satisfaction of that requirement.

Paragraph reference     Existing indebtedness               Compliance?
from Indenture          allocated to this paragraph

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


Raintree Resorts International, Inc., a Nevada corporation


By:
    Name:
    Title: Chief Financial Officer






                                       33

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                                    EXHIBIT M

                             MINIMUM PRICE SCHEDULE










































                                       34


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