FIRST AMENDED
                                  AND RESTATED
                                    LOAN AND
                               SECURITY AGREEMENT

                     CR Resorts Cancun, S. de R.L. de C.V.
                    CR Resorts Los Cabos, S. de R.L. de C.V.
                 CR Resorts Puerto Vallarta, S. de R.L. de C.V.
                     Corporacion Mexitur S. de R.L. de C.V.
             CR Resorts Cancun Timeshare Trust, S. de R.L. de C.V.
              CR Resorts Cabos Timeshare Trust, S. de R.L. de C.V.
         CR Resorts Puerto Vallarta Timeshare Trust, S. de R.L. de C.V.
                                    Borrower

                    c/o Raintree Resorts International, Inc.
                        10000 Memorial Drive, Suite 480
                              Houston, Texas 77024
                                    Address

                          $20,000,000 Receivables Loan
                           $13,500,000 Inventory Loan

                              Date: April 23, 1999

                          INTERNATIONAL RESORT FINANCE





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

2.       LOAN COMMITMENT; USE OF PROCEEDS...............................................................................8
         2.1      Loan Commitment; Determination of Advance Amounts.....................................................8
         2.2      Loan Revolver.........................................................................................9
         2.3      Continuation of Obligations Throughout Term...........................................................9
         2.4      Use of Advances.......................................................................................9
         2.5      Repayment of Receivables Loan.........................................................................9
         2.6      Interest..............................................................................................9
         2.7      Minimum Required Payments.............................................................................9
         2.8      Prepayment...........................................................................................10
         2.9      Receivables Loan Fee; Inventory Loan Fee; Custodial Fee; Availability Fee............................11
         2.10     Application of Proceeds of Collateral and Payments...................................................11
         2.11     Borrower's Unconditional Obligation to Make Payments.................................................12

3.       SECURITY 12
         3.1      Grant of Security Interest in Receivables Collateral.................................................12
         3.2      Ineligible Instruments...............................................................................13
         3.3      Lockbox Collections and Servicing....................................................................13
         3.4      Replacement of Agents................................................................................14
         3.5      Maintenance of Security..............................................................................14
         3.6      Liability of Guarantors..............................................................................14

4.       CONDITIONS PRECEDENT TO ADVANCES; MINIMUM AMOUNT AND MAXIMUM FREQUENCY OF ADVANCES; METHOD OF DISBURSEMENT....14
         4.1      Delivery of Loan Documents and Due Diligence Items Prior to Initial Advance..........................14
         4.2      Additional Conditions Precedent for Advances.........................................................17
         4.3      General Conditions Precedent to All Advances.........................................................17
         4.4      Conditions Satisfied at Borrower's Expense...........................................................18
         4.5      Minimum Amount and Maximum Frequency of Advances of the Receivables Loan.............................18
         4.6      Disbursement of Advances.............................................................................18
         4.7      No Waiver............................................................................................18

5.       BORROWER'S REPRESENTATIONS AND WARRANTIES.....................................................................18
         5.1      Good Standing........................................................................................18
         5.2      Power and Authority; Enforceability..................................................................19
         5.3      Borrower's Principal Place of Business...............................................................19
         5.4      No Litigation........................................................................................19
         5.5      Compliance with Legal Requirements...................................................................20
         5.6      No Misrepresentations................................................................................20
         5.7      No Default for Third Party Obligations...............................................................20
         5.8      Payment of Taxes and Other Impositions...............................................................20
         5.9      Sales Activities.....................................................................................20
         5.10     Time-Share Interest Not a Security...................................................................20
         5.11     Zoning Compliance....................................................................................20
         5.12     Eligible Instruments.................................................................................20
         5.13     Assessments and Reserves.............................................................................20
         5.14     Title to and Maintenance of Common Areas and Amenities; Other Title Matters..........................20
         5.15     Receivables Trusts...................................................................................21
         5.16     Year 2000............................................................................................21
         5.17     Survival and Additional Representations and Warranties...............................................21

6.       BORROWER'S COVENANTS..........................................................................................21
         6.1      Borrower's Affirmative Covenants.....................................................................21
         6.2      Borrower's Negative Covenants........................................................................26
         6.3      Additional Covenants re Real Estate..................................................................28
         6.4      Survival of Covenants................................................................................32

7.       DEFAULT  32
         7.1      Events of Default....................................................................................32
         7.2      Remedies.............................................................................................34
         7.3      Application of Proceeds During an Event of Default...................................................34
         7.4      Uniform Commercial Remedies; Sale; Assembly of Receivables Collateral................................34
         7.5      Application of Proceeds..............................................................................35
         7.6      Lender's Right to Perform............................................................................35
         7.7      Non-Exclusive Remedies...............................................................................35
         7.8      Waiver of Marshalling................................................................................35
         7.9      Attorney-in-Fact.....................................................................................36

8.       COSTS AND EXPENSES; INDEMNIFICATION...........................................................................36
         8.1      Costs and Expenses...................................................................................36
         8.2      Indemnification......................................................................................37

9.       CONSTRUCTION AND GENERAL TERMS................................................................................37
         9.1      Special Provisions Relating to Receivables Trusts....................................................37
         9.2      Payment Location.....................................................................................39
         9.3      Entire Agreement.....................................................................................39
         9.4      Powers Coupled with an Interest......................................................................39
         9.5      Counterparts; Facsimile Signatures...................................................................39
         9.6      Notices..............................................................................................39
         9.7      Successors and Assigns...............................................................................40
         9.8      Severability.........................................................................................40
         9.9      Time of Essence......................................................................................40
         9.10     Miscellaneous........................................................................................40
         9.11     CHOICE OF LAW........................................................................................41
         9.12     CHOICE OF JURISDICTION; WAIVER OF VENUE..............................................................41
         9.13     WAIVER OF JURY TRIAL.................................................................................41
         9.14     INDUCEMENT TO LENDER.................................................................................41
         9.15     Compliance With Applicable Usury Law.................................................................42
         9.16     NO RELATIONSHIP WITH PURCHASERS......................................................................42
         9.17     NO JOINT VENTURE.....................................................................................42
         9.18     Standards Applied to Lender's Actions................................................................42
         9.19     Meaning of Subordination.............................................................................42
         9.20     Scope of Reimbursable Attorney's Fees................................................................42
         9.21     Publicity............................................................................................42
         9.22     Joint and Several....................................................................................42
         9.23     Reliance.............................................................................................43
         9.24     Currency.............................................................................................43
         9.25     Consideration........................................................................................43
         9.26     Judgment Currency....................................................................................44

         Schedule .........Schedule of Additional Terms
         Exhibit A.........         Conditions of Eligible Instrument
         Exhibit B.........         Permitted Encumbrances
         Exhibit C.........         Borrower's Certificate
         Exhibit C-1.......         Receivables Re-Assignment
         Exhibit D.........         FINOVA Wiring Information
         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.........         Request for Inventory Loan Advance and Certification
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This FIRST AMENDED AND RESTATED LOAN AND SECURITY  AGREEMENT is entered into for
good and valuable  consideration,  by and between FINOVA CAPITAL CORPORATION,  a
Delaware corporation ("Lender"),  and CR Resorts Cancun, S. de R.L. de C.V. ("CR
Cancun");  CR Resorts Los Cabos,  S. de R.L. de C.V.  ("CR  Cabos");  CR Resorts
Puerto Vallarta, S. de R.L. de C.V. ("CR Puerto Vallarta"); Corporacion Mexitur,
S. de R.L. de C.V. ("Corporacion  Mexitur");  CR Resorts Cancun Timeshare Trust,
S. de R.L. de C.V.  ("Cancun Sub"); CR Resorts Cabos Timeshare Trust, S. de R.L.
de C.V.  ("Cabos Sub"),  and CR Resorts Puerto Vallarta  Timeshare  Trust, S. de
R.L. de C.V. ("Puerto Vallarta Sub"), individually and collectively, jointly and
severally,  "Borrower".  This Agreement  amends,  supersedes in its entirety and
replaces that certain Loan and Security  Agreement dated as of November 23, 1998
by and among Lender and Borrower  (the  "Original  Agreement").  This  Agreement
extends and renews but does not  extinguish  the liens  granted  pursuant to the
Original Agreement.


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
Receivables  Loan or the Inventory 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 First Amended and Restated 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  9.11 or such other  usury law which is  applicable  if such
usury law is not.

     "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.

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

     "Availability Fee": the meaning given to it in paragraph 2.9(c).

     "Base Rate":  the  publicly  announced  "Corporate  Base" rate of Citibank,
N.A., as initially  determined on the closing of the Receivables 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 (Inventory) or the Basic Interest
Rate (Receivables), as the context requires.

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

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

     "Borrower":  individually  and  collectively,  jointly and  severally,  the
individuals  or business  organizations  signing below and  identified  above as
"Borrower";  and,  subject  to  the  restrictions  on  assignment  and  transfer
contained in this Agreement, their respective successors and assigns.

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

     "Business Day": any day other than a Saturday, a Sunday, a national holiday
in the United  States of


                                       1
<PAGE>

America or Mexico or a day on which banks in Phoenix, Arizona or Mexico City are
required to be closed.

     "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 and the collateral pledged to
Lender pursuant to the Security Documents and all products and proceeds thereof.

     "Commitment Letter": that certain Commitment Letter from Borrower to Lender
dated November 13, 1998 concerning the Receivables Loan and the Inventory Loan.

     "Contracts,  Intangibles,  Licenses,  Permits":  all  contracts,  licenses,
permits,  plans and other  intangibles  in which  Borrower now or hereafter  has
rights and are now or hereafter  used in connection  with the marketing and sale
of Time-Share  Interests and the management  and/or  operation of the Time-Share
Project.

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

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

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

     "Eligible  Instrument":  an Instrument  which conforms to the standards set
forth in Exhibit A. 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  sixty  (60) 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.

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

     "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.

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

     "Guaranty":  a primary,  joint and several guaranty or guarantee  agreement
made by a Guarantor  with respect to all or any part of the  Obligations,  as it
may be from time to time renewed, amended, restated or replaced.

     "Guaranty Trusts":  collectively (i) with respect to the Club Regina Resort
at Los Cabos, that certain  Irrevocable Trust Agreement,  dated as of August 18,
1997, by and between Desarrollos  Turisticos  Integrales,  S. de R.L. de C.V., a
Mexican   limited    responsibility    corporation    with   variable    capital
(predecessor-in-interest  to CR Cabos)  both as  trustor  and  beneficiary  with
respect to the Trust Use Rights,  the Land  Trustee,  as trustee,  and  Residual
Beneficiary,  as  beneficiary  with respect to the Trust Residual  Interest,  as
evidenced by Public  Instrument No. 55,929, as amended by that certain Amendment
to Irrevocable Trust Agreement, dated as of November 28, 1997, by and between CR
Cabos, Land Trustee and Residual Beneficiary,  as evidenced by Public Instrument
No. 51,158,  as further amended by that certain  Amendment to Irrevocable  Trust
Agreement  dated as of March 3, 1998 by and between CR Cabos,  Land  Trustee and
Residual  Beneficiary,  as evidenced by Public  Instrument  No.  51,403,  and as
further  amended  by that  certain  Amendment  to  Irrevocable  Trust  Agreement
(Convenio  Modificatorio del Contracto de Fideicomiso  Irrevocable)  dated as of
April 26, 1999 evidenced by Public Instrument No. 67,620 of Notary Public Number
103 for the Federal District of Mexico, executed by Land Trustee, as Trustee, CR
Cabos,  as  beneficiary  with  respect  to the  Trust  Use  Rights,  Lender,  as
beneficiary  in  guaranty  with  respect to the Trust Use  Rights  and  Residual
Beneficiary,  as beneficiary with respect to the Trust Residual Interest,  as it
may be from time to time  renewed,  amended,  restated  or  replaced,  (ii) with
respect to the Club Regina  Resort at Cancun,  that  certain  Irrevocable  Trust
Agreement,  dated as of August 18,  1997,  by and  between  Promotora  Turistica
Nizuc, S. de R.L. de C.V. a Mexican limited


                                       2
<PAGE>

responsibility corporation with variable capital  (predecessor-in-interest to CR
Cancun)  both as trustor and  beneficiary  with respect to the Trust Use Rights,
the Land Trustee,  as trustee,  and Residual  Beneficiary  as  beneficiary  with
respect to the Trust Residual  Interest,  as evidenced by Public  Instrument No.
55,928,  as amended by that certain  Amendment to Irrevocable  Trust  Agreement,
dated as of  November  28,  1997,  by and  between CR Cancun,  Land  Trustee and
Residual  Beneficiary,  as evidenced by Public Instrument No. 51,162, as further
amended by that certain  Amendment to Irrevocable  Trust  Agreement  dated as of
March 3, 1998 by and between CR Cancun,  Land Trustee and Residual  Beneficiary,
as evidenced by Public  Instrument  No. 51,404,  and as further  amended by that
certain  Amendment to Irrevocable  Trust Agreement  (Convenio  Modificatorio del
Contracto de  Fideicomiso  Irrevocable)  dated as of April 26, 1999 evidenced by
Public Instrument No. 67619 of Notary Public Number 103 for the Federal District
of Mexico,  executed by Land Trustee, as Trustee, CR Cancun, as beneficiary with
respect to the Trust Use Rights, Lender, as beneficiary in guaranty with respect
to the Trust Use Rights and Residual Beneficiary, as beneficiary with respect to
the Trust Residual  Interest,  as it may be from time to time renewed,  amended,
restated or replaced, and (iii) with respect to the Club Regina Resort at Puerto
Vallarta, that certain Irrevocable Trust Agreement, dated as of August 18, 1997,
by and  between  Promotora y  Desarrolladora  Pacifico,  S. de R.L.  de C.V.,  a
Mexican   limited    responsibility    corporation    with   variable    capital
(predecessor-in-interest to CR Puerto Vallarta), both as trustor and beneficiary
with respect to the Trust Use Rights, the Land Trustee, as trustee, and Residual
Beneficiary,  as  beneficiary  with respect to the Trust Residual  Interest,  as
evidenced by Public  Instrument No. 55,927, as amended by that certain Amendment
to Irrevocable Trust Agreement, dated as of November 28, 1997, by and between CR
Puerto  Vallarta,  Land Trustee and Residual  Beneficiary as evidenced by Public
Instrument  No.  51,159,  as  further  amended  by  that  certain  Amendment  to
Irrevocable  Trust  Agreement dated as of March 3, 1998 by and between CR Puerto
Vallarta,  Land  Trustee  and  Residual  Beneficiary,  as  evidenced  by  Public
Instrument No. 51,405,  and as further amended by Amendment to Irrevocable Trust
Agreement  (Convenio  Modificatorio  del Contracto de  Fideicomiso  Irrevocable)
dated as of April 26, 1999  evidenced by Public  Instrument No. 67,618 of Notary
Public Number 103 for the Federal District of Mexico,  executed Land Trustee, as
Trustee,  CR Puerto  Vallarta,  as  beneficiary  with  respect  to the Trust Use
Rights, Lender, as beneficiary in guaranty with respect to the Trust Use Rights,
and Residual  Beneficiary,  as  beneficiary  with respect to the Trust  Residual
Interest, as it may be from time to time renewed, amended, restated or replaced.
The term Guaranty Trust shall mean any of the Guaranty Trusts.

     "Impositions":  all real  estate,  personal  property,  excise,  privilege,
transaction,  documentary stamp and other taxes, charges, assessments and levies
(including non-governmental  assessments and levies such as maintenance charges,
association  dues  and  assessments  under  private  covenants,  conditions  and
restrictions) and any interest,  costs, fines or penalties with respect thereto,
general and special, ordinary and extraordinary, foreseen and unforeseen, of any
kind and nature  whatsoever  which at any time  prior to or after the  execution
hereof may be assessed, levied or imposed. Impositions shall include any and all
taxes, withholding obligations,  deduction, license fees, assessments,  charges,
fines,  penalties,  or any  property,  privilege,  excise,  real estate or other
taxes,  charges or assessments  currently or hereafter  levied or imposed by any
state,  local or  federal  authority  of Mexico  upon or in  connection  with or
measured by the Loan  Documents,  the Collateral or the  principal,  interest or
other amounts payable by Borrower to Lender under the Loan  Documents,  together
with any amounts  which must be  withheld  from the  proceeds of the  Collateral
pursuant  to,  without  limitation,  Sections  871,  881 and  1442  of the  IRC.
Imposition shall not include taxes payable to the United States of America or to
any state or political subdivision thereof measured by the net income payable by
Lender.

     "Improvements":  any of the Units or any  amenities,  improvements,  common
areas,  buildings  or other  structures  which are located on any of Club Regina
Resort at Cancun, Club Regina Resort at Puerto Vallarta or Club Regina Resort at
Los Cabos or that  constitute  either Trust  Residual  Interest or the Trust Use
Rights.

     "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.

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

     "Interval  Sales  Payments":  the  meaning  set forth in Section S.4 of the
Schedule.

     "Installment  Date":  the date upon which an  installment  of  principal or
interest is due under the Inventory 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


                                       3
<PAGE>

Interest by Borrower to a Purchaser,  and is made  payable by such  Purchaser in
favor of one of CR Cabos,  CR Cancun or CR Puerto  Vallarta or a predecessor  in
interest thereto.

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

     "Inventory  Collateral":  the Trust Use Rights and all other  property  and
property  rights of a Borrower  which have been conveyed to Land Trustee for the
benefit of Lender as a beneficiary in guaranty under the Guaranty Trusts.

     "Inventory Loan": the loan made pursuant to paragraph 2.1(b).

     "Inventory 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
Inventory Loan Borrowing Term Expiration Date.

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

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

     "Inventory  Loan Note":  the  promissory  note to be made and  delivered by
Borrower to Lender  pursuant to paragraph 4.1, having a face amount equal to the
Maximum Inventory Loan Amount, dated as of even date herewith,  and made payable
to  Lender  to  evidence  the  Inventory  Loan,  as it may be from  time to time
renewed, amended, restated or replaced.

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

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

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

     "Land  Trustee":  Bancomer,  S.A.,  Institucion  de Banca  Multiple,  Grupo
Financiero, Direccion Fiduciaria.

     "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  directly or by virtue of its trust
beneficial  interest  on the  Time  Share  Project;  and  (b) all  contracts  or
agreements  (written  or oral) by which  Borrower  directly  or by virtue of its
trust beneficial  interest on the Time Share Project, is bound or, if compliance
therewith  would  otherwise be in conflict  with any of the Loan  Documents,  by
which  Borrower  directly or by virtue of its trust  beneficial  interest on the
Time Share Project, becomes bound with Lender's prior written consent.

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

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

     "Lockbox Agent":  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,
Receivables  Trustee and Lockbox  Agent,  which  provides  for 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  Inventory Loan Amount":  the amount identified in the Schedule as
the Maximum Inventory 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.

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

     "Minimum  Opinion  Matters":  (a) a favorable  legal opinion of counsel for
Borrower and Guarantor,


                                       4
<PAGE>

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
and of all legal charges,  liens and security  interests granted thereby,  under
law of the state of Arizona and the laws of Mexico; the enforceability under the
laws of Mexico of the Arizona choice of law, venue and  jurisdiction  provisions
contained  in the  Loan  Documents;  compliance  under  the  laws of  Mexico  of
applicable usury laws; the procedures and  requirements  which must be satisfied
by the Borrower in  connection  with the making of  withholding  payments to the
Mexican  taxing  authorities;  and such other  matters  as Lender  may  require,
including without limitation,  Lender's  satisfaction that under Mexican law, it
can achieve the  practical  realization  of the  remedies  set forth in the Loan
Documents.  In connection with such usury opinion,  counsel shall be required to
opine that the Inventory Loan is not usurious  under the law of Mexico  (without
reliance on any usury savings clause).

     (b)  A  favorable  opinion  from  a tax  attorney,  acceptable  to  Lender,
providing  that  Borrower  will be exempt  from the  payment  of  United  States
withholding  taxes  associated  with the  collection  of amounts due and payable
pursuant  to the  Instruments  due to the  Borrower's  foreign  jurisdiction  of
organization,  or to  the  nationality  of the  purchasers  of  use  rights  and
memberships  and  further  providing  that  Lender  will  not  be  considered  a
withholding  agent  as a  result  of the  making  of the  Inventory  Loan or the
Receivables Loan.

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

     "Mirror  Notes":  those  notes  totaling,  in the  aggregate,  Eighty-Three
Million Three Hundred Forty Six Thousand  Three Hundred  Seventy-Two  and 70/100
Dollars ($83,346,372.70) issued by CR Cancun, CR Cabos and CR Puerto Vallarta in
favor of CR Resorts Capital S. de R.L. de C.V.

     "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.

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

     "Oversight  Agreement":  an agreement  between  Borrower  Lender,  FPSI and
Servicing Agent, in form and substance satisfactory to Lender,  allowing FPSI to
oversee and monitor the  collection  and  servicing  functions of the  Servicing
Agent, as it may be from time to time renewed, amended, restated or replaced.

     "Pass-Through  Certificates":  each of the  following:  (a) the Club Regina
Trust I Trust  Certificate Nos. 1 and 2, each of which has been issued,  signed,
registered  and  authenticated  by  Receivables   Trustee,   together  with  all
replacements and  substitutions  therefor,  each representing an undivided fifty
percent (50%) of the beneficial interest in said Receivables Trust, (b) the Club
Regina Trust II Trust  Certificate  Nos. 1 and 2, each of which has been issued,
signed,  registered and authenticated by Receivables Trustee,  together with all
replacements and  substitutions  therefor,  each representing an undivided fifty
percent (50%) of the beneficial  interest in said Receivables  Trust and (c) the
Club  Regina  Trust III Trust  Certificate  Nos. 1 and 2, each of which has been
issued,  signed,  registered and authenticated by Receivables Trustee,  together
with all replacements and substitutions therefor, each representing an undivided
fifty percent (50%) of the beneficial interest in said Receivables Trust.

     "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.

     "Pledge  Agreement":   individually  and  collectively,  (a)  that  certain
Security  Agreement dated as of November 23, 1998, between  Receivables  Trustee
and  Lender,  pursuant  to which  Receivables  Trustee  has


                                       5
<PAGE>

granted to Lender a security  interest in the  Receivables  Collateral  owned by
Receivables  Trustee  under the Club Regina Trust I as security  for  Borrower's
payment and  Performance  of the  Obligations  and as security  for  Receivables
Trustee's  Performance of Receivables  Trustee's  obligations  under such Pledge
Agreement,  in form and substance acceptable to Lender in its discretion,  as it
may be from  time to time  renewed,  amended,  restated  or  replaced,  (b) that
certain Security  Agreement dated as of November 23, 1998,  between  Receivables
Trustee and Lender,  pursuant to which Receivables Trustee has granted to Lender
a security interest in the Receivables  Collateral owned by Receivables  Trustee
under  the  Club  Regina  Trust  II  as  security  for  Borrower's  payment  and
Performance  of  the  Obligations  and as  security  for  Receivables  Trustee's
Performance of Receivables Trustee's obligations under such Pledge Agreement, in
form and  substance  acceptable to Lender in its  discretion,  as it may be from
time to time  renewed,  amended,  restated  or  replaced,  and (c) that  certain
Security Agreement dated of even date herewith between  Receivables  Trustee and
Lender,  pursuant to which Receivables  Trustee has granted to Lender a security
interest in the Receivables  Collateral  owned by Receivables  Trustee under the
Club Regina Trust III as security for Borrower's  payment and Performance of the
Obligations and as security for Receivables Trustee's Performance of Receivables
Trustee's  obligations  under  such  Pledge  Agreement,  in form  and  substance
acceptable to Lender in its discretion,  as it may be from time to time renewed,
amended, restated or replaced.

     "Prepayment  Premium":  either an Inventory  Loan  Prepayment  Premium or a
Receivables Loan Prepayment Premium.

     "Purchase  Contract":  a purchase  contract  pursuant to which Borrower 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.

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

     "Real Property": the real property on which the Improvements are located.

     "Receivables":  membership,  use  rights  and  other  consumer  receivables
arising from the sale of Time-Share Interests in the Time-Share Project.

     "Receivables Assignment":  a written assignment of specific Instruments and
their proceeds,  executed by Borrower and Receivables  Trustee  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, Purchase Contracts and escrow agreements; (c) all
collateral and other security  interests given to secure an Instrument;  (d) all
Borrower's rights under all escrow agreements and accounts  pertaining to any of
the foregoing;  (e) all reservation  systems pertaining to the use of Time-Share
Interests;  (f) the Receivables  Trust  Collateral;  (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(a).

     "Receivables Loan Borrowing Base": with respect to an Eligible  Instrument,
an amount  equal to the  percentage  of the  unpaid  principal  balance  of such
Eligible  Instrument  identified in the Schedule as the RLBB  Principal  Balance
Percentage.

     "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.

     "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 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.

                                       6
<PAGE>

     "Receivables  Loan Note":  a  promissory  note to be made and  delivered by
Borrower to Lender  pursuant to paragraph 4.1, having a face amount equal to the
Maximum Receivables Loan Amount, dated as of November 23, 1998, and made payable
to Lender  to  evidence  the  Receivables  Loan,  as it may be from time to time
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.

     "Receivables  Trusts":  each of: (a) the Club Regina  Trust I,  established
pursuant   to  that   certain   Receivables   Trust   Agreement,   dated  as  of
November 23, 1998,   by  and  between   Cabos  Sub  and  Puerto   Vallarta  Sub,
collectively as depositor,  and Receivables  Trustee, as trustee,  together with
any and all amendments,  substitutions and modifications  thereof,  (b) the Club
Regina  Trust II,   established  pursuant  to  that  certain  Receivables  Trust
Agreement,  dated as of  November 23, 1998,  by and between Cabos Sub and Puerto
Vallarta Sub,  collectively as depositor,  and Receivables  Trustee, as trustee,
together with any and all amendments,  substitutions and modifications  thereof,
and  (c) the  Club  Regina  Trust III,  established  pursuant  to  that  certain
Receivables Trust Agreement, dated as of February 20, 1999, by and between Cabos
Sub and Puerto Vallarta Sub, collectively as depositor, and Receivables Trustee,
as  trustee,   together  with  any  and  all   amendments,   substitutions   and
modifications thereof.

     "Receivables  Trust  Collateral":  the Pass-Through  Certificates,  all the
beneficial interest in the Receivables Trusts and all proceeds of the foregoing.

     "Receivables Trustee": U.S. Trust Company, National Association, a national
banking  association  organized and existing under the laws of the United States
of America,  as Trustee under the Receivables Trusts, and any successor trustees
thereunder.

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

     "Residual Beneficiary": CR Resorts Remainder Company, S. de R.L. de C.V.

     "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.

     "Resort Property":  as the context requires,  either the Club Regina Resort
at Cancun,  the Club  Regina  Resort at Los Cabos or the Club  Regina  Resort at
Puerto Vallarta.

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

     "Required  Guarantors":  the individuals  identified in the Schedule as the
Required Guarantors.

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

     "Security  Documents":  the CILP  Assignment,  the  Pledge  Agreement,  the
Receivables  Assignments,  this  Agreement,  the  Guaranty  Trusts 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,
Receivables  Trustee 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 when all of the Obligations  have


                                       7
<PAGE>

been
Performed  and Lender has no further  obligation  to extend credit in connection
with the Receivables Loan or the Inventory Loan.

     "Third Party  Consents":  those consents which Lender requires  Borrower to
obtain, or which Borrower is contractually or legally obligated to obtain,  from
others in connection with the transaction contemplated by the Loan Documents.

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

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

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

     "Time-Share Program Governing Documents": the Guaranty Trusts; the Purchase
Contracts;  the  Instruments,  the rules and  regulations  of the Borrower;  the
regulations  for  Club  Regina's  Multi-Resort  System;  any and all  rules  and
regulations from time to time adopted by the Borrower; the Operating Agreements;
and any subsidy agreement by which Borrower is obligated to subsidize shortfalls
in the budget of the Time-Share Program in lieu of paying assessments.

     "Time-Share  Project":  individually  and  collectively,  those  time-share
projects identified in the Schedule as the Time-Share Project.

     "Title Insurer":  Fidelity National Title Insurance  Company,  a California
corporation.

     "Title  Policy":  a Lender's  policy or policies of title  insurance in the
amount of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) issued by
the Title Insurer and in form and substance and accompanied by such endorsements
(including  without   limitation,   a  "concurrent  policy  endorsement"  and  a
"last-dollar-out  endorsement")  satisfactory  to  Lender  wherein  the  insured
instrument shall be the Guaranty Trusts,  which Title Policy shall assure Lender
that the Trust Use Rights are contained  within the  applicable  Guaranty  Trust
subject only to the Permitted  Encumbrances and which Title Policy shall further
assure the Lender that it is a beneficiary in guaranty with respect to the Trust
Use Rights under each of the Guaranty Trusts.

     "Trust Residual Interest":  The "derechos  fideicomisarios  residuales," as
defined in each of the Guaranty Trusts.

     "Trust Use Rights":  The "derechos  fideicomisarios  de uso," as defined in
each of the Guaranty Trusts.

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

2. LOAN COMMITMENT; USE OF PROCEEDS

2.1 Loan Commitment; Determination of Advance Amounts.

     (a) Receivables  Loan.  Lender 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 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.

     (b) Inventory Loan. Lender further agrees, if Borrower has Performed all of
the  Obligations  then due, to make two (2)  Advances of the  Inventory  Loan to
Borrower in accordance  with the terms and  conditions of this Agreement for the
purposes specified in paragraph 2.4.

     (c) Maximum 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 Inventory Loan exceed the Maximum Inventory
Loan Amount.  Furthermore,  at no time shall the unpaid principal balance of the
Receivables  Loan and the Inventory Loan exceed the Maximum Loan Amount.  In the
event at any time (a) the  unpaid  principal  balance  of the  Receivables  Loan
exceeds the Maximum Receivables Loan Amount, (b) the unpaid principal balance of
the Inventory  Loan exceeds the Maximum  Inventory Loan Amount or (c) the unpaid
principal  balance of the  Receivables  Loan and the Inventory  Loan exceeds the
Maximum Loan Amount,  Borrower shall make an immediate  payment to Lender in the
amount  equal to such excess,  provided,  however,  that


                                       8
<PAGE>

such payment shall not require the payment of a Prepayment Premium.

2.2 Loan Revolver. 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. Subject to the provisions set forth
in this  paragraph,  the Inventory  Loan is a  non-revolving  line of credit and
Borrower shall not have the right to obtain Advances of the Inventory Loan as to
any portion of the Inventory Loan that had previously been repaid.  Furthermore,
Borrower  shall not be entitled to obtain  Advances of the Inventory  Loan after
the  expiration of the  Inventory  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.  Lender will consider  making the
proceeds of the Receivables Loan and Inventory Loan available to Borrower or its
Affiliates to finance  time-share  receivables or time-share  inventory  arising
from other real estate projects in which Borrower or Borrower's  Affiliates have
an interest,  subject to  underwriting  criteria  deemed  appropriate by Lender,
provided that the proposed  transaction is approved by Lender's credit committee
and in  certain  circumstances  by  Lender's  executive  committee  or  board of
directors,  the Lender is  satisfied  with the  creditworthiness  and  financial
strength of Borrower and its Affiliates  and with the economic  viability of the
projects  from which such  time-share  receivables  or  time-share  inventory is
derived,  there has not  occurred  any Event of Default  prior to the closing of
such financing,  Lender is satisfied with the relationship  between the Borrower
and such  Affiliates,  the  Loan  Documents  are  modified  in a  manner  deemed
appropriate  by Lender,  and such  Affiliates  shall become  parties to the Loan
Documents.  Lender is not making a commitment to Borrower to make such financing
available to Borrower or to Borrower's  Affiliates  and Lender has no obligation
to issue such a commitment.

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. The first and second Advance of the Inventory Loan shall be
calculated  based upon the Inventory  Advance Formula set forth in the Schedule.
Borrower will use the proceeds of the  Receivables  Loan and the Inventory  Loan
only for the following purposes: acquisitions,  development, working capital and
repayment  of  existing  obligations.  In  order  to  accomplish  the  foregoing
purposes,  Borrower  shall  be  permitted  to  make  intercompany  loans  to its
Affiliates.  Seven and  one-half  percent  (7.5%) of the  proceeds  of the first
Advance  of the  Inventory  Loan and seven and  one-half  percent  (7.5%) of the
proceeds of the second  Advance of the  Inventory  Loan shall be withheld by the
Lender as an  interest  reserve.  Such  reserves  shall be used by Lender to pay
interest  on the  Inventory  Loan,  as and when  payable,  and shall not  accrue
interest  until such  reserves  are drawn  upon.  Following  exhaustion  of such
interest reserve,  interest on the Inventory Loan shall be paid by Borrower from
Borrower's internally generated cash or from other sources.

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

2.6 Interest.  Except as otherwise  provided in the  Receivables  Loan Note, the
Inventory  Loan Note or this  Agreement,  interest  shall  accrue 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
Inventory  Loan  from  time to  time  outstanding  at the  Basic  Interest  Rate
(Inventory).  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. 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) Receivables Loan.

          (i)  Monthly  Payments.  Commencing  on the last  Business  Day of the
     calendar  month  in  which  the  initial  Advance  is made  and on the last
     Business Day of each succeeding month thereafter 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


                                       9
<PAGE>

     Lender an installment  payment of principal and interest on the Receivables
     Loan equal to one hundred percent (100%) of all proceeds (except  servicing
     fee payments made by consumers whose  principal and interest  payments then
     due have  been  paid in full and  payments  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.

          (b) Borrowing  Base  Maintenance.  If there exists a Receivables  Loan
     Borrowing Base Shortfall for any reason other than an  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 or (b) deliver to
     Lender or cause the  Receivables  Trustee  to deliver to Lender one or more
     Eligible  Instruments  having an aggregate  Receivables Loan Borrowing Base
     not less than the Receivables Loan Borrowing Base Shortfall. Simultaneously
     with the delivery of Eligible  Instruments  to correct a  Receivables  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  Receivables  Advance  and  Certification")  required  to  be
     delivered  by  Borrower  (or  Receivables  Trustee)  to Lender  pursuant to
     paragraph  4.2,  together  with a  "Borrower's  Certificate"  in  form  and
     substance identical to Exhibit C.

     (b) Inventory  Loan.  The principal  balance of the Inventory Loan shall be
repaid through the application of Interval Sales Payments and through the making
of additional principal payments on each Measuring Date as defined and under the
terms and conditions set forth in the Inventory Loan Note.

2.8 Prepayment.

     (a) Prohibitions on Prepayment; Prepayment Premium.

          (i)  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 on any  Installment  Date,  upon  thirty (30) days' prior
     written notice,  accompanied by the simultaneous  payment of the applicable
     Receivables  Loan Prepayment  Premium.  No more than fifty percent (50%) of
     the then  outstanding  principal  balance  of the  Receivables  Loan may be
     prepaid  within the twelve (12) month period  beginning on the  Receivables
     Loan Opening  Prepayment  Date or during any  successive  twelve (12) month
     period  thereafter,  provided,  however,  that at such  time as the  unpaid
     principal  balance of the  Receivables  Loan is no greater than Two Million
     Dollars  ($2,000,000),   Borrower  shall  have  the  right  to  prepay  the
     Receivables  Loan in full during any  successive  twelve (12) month  period
     thereafter, under the conditions set forth above. Any prepayment in full of
     the  Receivables  Loan shall be  accompanied  by  prepayment in full of the
     Inventory Loan.

          (ii) Inventory Loan.  Without the prior written consent of the Lender,
     Borrower  shall not be  entitled  to prepay the  Inventory  Loan  except in
     accordance  with the terms of this  Agreement.  Commencing on the Inventory
     Loan Opening Prepayment Date,  Borrower shall have the option to prepay the
     Inventory Loan in full or in part on any Installment  Date of the Inventory
     Loan,  upon thirty  (30) days'  prior  written  notice  accompanied  by the
     appropriate  Inventory Loan Prepayment  Premium.  The Inventory Loan may be
     prepaid  in  full  or in  part  without  a  concurrent  prepayment  of  the
     Receivables Loan.

     (b)  Exceptions to  Prepayment  Prohibitions.  Notwithstanding  anything in

                                       10
<PAGE>

paragraph  2.8(a)  or  2.8(c)  to  the  contrary,  the  following  shall  not be
prepayments  prohibited  pursuant to paragraph  2.8(a) or require the payment of
the  Receivables  Loan  Prepayment  Premium  or the  Inventory  Loan  Prepayment
Premium:  (i) principal  payments  scheduled under the Receivables Loan Note and
the Inventory Loan Note, including,  without limitation, those payments required
pursuant   to   paragraphs   2.7  and   3.2   unless   due  to  an   intentional
misrepresentation  or breach of warranty by Borrower or Guarantor 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 Inventory Loan through
the  application  of  Interval  Sales  Payments,  or (iv)  prepayments  required
pursuant to paragraph 2.1(c).

     (c) Prepayment Premium Payable for Involuntary  Prepayments.  Except as set
forth in paragraph 2.8(b),  (i) 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 (ii) the Inventory Loan
Prepayment  Premium shall be payable regardless of whether the prepayment of the
Inventory  Loan is voluntary or is required  because  repayment of the Inventory
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).

2.9 Receivables Loan Fee; Inventory Loan Fee; Custodial Fee; Availability Fee.

     (a) Loan Fee.  Borrower will pay to Lender the Receivables Loan Fee and the
Inventory  Loan  Fee in  accordance  with  the  requirements  set  forth  in the
Schedule.  The Receivables  Loan Fee and the Inventory Loan Fee have been earned
and shall be  non-refundable.  An application  fee in the amount of Ten Thousand
Dollars ($10,000) has been received by Lender,  is non-refundable  and shall not
be applied  against the  Receivables  Loan Fee or the Inventory  Loan Fee or any
other costs and expenses due to Lender.

     (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  for 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 portion hereof.

     (c)  Availability  Fee.  Borrower  will pay to  Lender,  at the time of any
Advance of the Receivables Loan, a fee ("Availability Fee") equal to the product
of the percentage  identified in the Schedule as the Availability Fee Percentage
times the portion of such Advance which constitutes an Availability Advance.

2.10 Application of Proceeds of Collateral and Payments.

     (a)  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:  (a) first,  to any past due payments of interest on the  Receivables
Loan and to accrued  interest on the  Receivables  Loan through the date of such
payment, including any default interest; (b) then, to any late fees, examination
fees and expenses,  collection fees and expenses and any other fees and expenses
due to Lender under the Loan Documents in connection with the Receivables  Loan;
and (c) last, the remaining balance,  if any, to the unpaid principal balance of
the Receivables Loan; provided,  however, while an Event of Default or Incipient
Default exists, each payment received with respect to the Receivables Loan shall
be  applied  to such  amounts  owed to  Lender  by


                                       11
<PAGE>

Borrower as Lender in its discretion may determine.  In calculating interest and
applying payments as set forth above: (a) interest on the Receivables Loan shall
be  calculated  and collected  through the date payment is actually  received by
Lender;  (b) interest on the  outstanding  principal  balance of the Receivables
Loan  shall  be  charged  during  any  grace  period  permitted  under  the Loan
Documents;  (c) at the end of each month,  all past due  interest and other past
due  charges  provided  for  under  the  Loan  Documents  with  respect  to  the
Receivables Loan shall be added to the principal balance of the Receivables Loan
in accordance with the provisions of Article 363 of the Mexican Commercial Code;
and (d) to the  extent  that  Borrower  makes a payment or Lender  receives  any
payment or proceeds of the Collateral for Borrower's  benefit that is 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.  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.

     (b)  Notwithstanding  anything in the Loan Documents (with the exception of
Section S.4 of the Schedule hereof) to the contrary,  the amount of all payments
or  amounts  received  by Lender  with  respect to the  Inventory  Loan shall be
applied to the extent  applicable  under the Loan  Documents:  (a) first, to any
past due amounts of interest on the  Inventory  Loan and to accrued  interest on
the  Inventory  Loan  through the date of such  payment,  including  any default
interest; (b) then, to any late fees, examination fees and expenses,  collection
fees and  expenses  and any other fees and expenses due to Lender under the Loan
Documents in connection  with the Inventory  Loan;  and (c) last,  the remaining
balance,  if  any,  to the  unpaid  principal  balance  of the  Inventory  Loan;
provided,  however,  while an Event of Default or Incipient Default exists, each
payment  received  with respect to the  Inventory  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: (a) interest on
the Inventory Loan shall be calculated and collected through the date payment is
actually  received by Lender;  (b)  interest on the  outstanding  balance of the
Inventory Loan shall be charged during any grace period permitted under the Loan
Documents;  (c) at the end of each month,  all past due  interest and other past
due charges  provided with respect to the  Inventory  Loan shall be added to the
principal  balance of the Inventory  Loan in accordance  with the  provisions of
Article 363 of the Mexican  Commercial Code; and (d) to the extent that Borrower
makes a payment or Lender  receives any  payments or proceeds of the  Collateral
for  Borrower's  benefit that is applied as a payment under the  Inventory  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 Inventory 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 Inventory Loan balance as Lender, in its discretion, deems appropriate under
the circumstances.

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
pay  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  in  Receivables  Collateral.  To  secure  the
Performance  of all of the  Obligations  and  to  secure  Receivables  Trustee's
Performance  of all of its  obligations  under the  Pledge  Agreement,  Borrower
hereby  grants to Lender a security  interest  in and  assigns to Lender (i) the
Receivables Trust Collateral and (ii) all other items of Receivables  Collateral
(other than the Receivables Trust  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  and to all of the
obligations of the Receivables Trustee under the Pledge Agreement. Borrower will
unconditionally  assign,  endorse and deliver to Lender, with full recourse, all
Instruments which are part of the Receivables Collateral. To the extent that the
Receivables


                                       12
<PAGE>

Trustee is the owner of the Receivables Collateral,  Borrower hereby irrevocably
instructs  the  Receivables  Trustee to grant to Lender,  pursuant to the Pledge
Agreement,  a  security  interest  in the  Receivables  Collateral  owned by the
Receivables  Trustee  and  furthermore  instructs  the  Receivables  Trustee  to
unconditionally  assign,  endorse and deliver to Lender, with full recourse, all
of the Instruments  owned by the  Receivables  Trustee and which are part of the
Receivables   Collateral.   Borrower   further   warrants  and   guarantees  the
enforceability  of  the  Receivables  Collateral.  Lender  is  hereby  appointed
Borrower's  attorney-in-fact  to take any and all  actions  in  Borrower's  name
and/or on  Borrower's  behalf  deemed  necessary or  appropriate  by Lender with
respect to the collection and remittance of payments  (including the endorsement
of payment items) received on account of the Receivables  Collateral;  provided,
however,  that Lender  shall not take any action which is described in paragraph
7.2(d)  unless an Event of  Default  exists.  Lender may  notify  persons  bound
thereby of the  existence  of Lender's  interest as assignee in the  Receivables
Collateral and request from any person bound by the  Receivables  Collateral any
information relating to such person.

3.2 Ineligible  Instruments.  If an Instrument  which is part of the Receivables
Collateral  ceases to be an Eligible  Instrument or is  determined  not to be an
Eligible Instrument ("Ineligibility Event") and as a result of the occurrence of
such  Ineligibility  Event, the unpaid principal balance of the Receivables Loan
is in excess of the Receivables Loan Borrowing Base,  (such excess,  hereinafter
the  "Borrowing  Base  Shortfall"),  then  within  thirty  (30) days  thereafter
Borrower  will either (a) make to Lender a principal  payment in an amount equal
to the Borrowing Base Shortfall plus accrued and unpaid interest on such payment
or (b)  replace or cause the  Receivables  Trustee to  replace  such  ineligible
Instruments  with  one  or  more  Eligible   Instruments   having  an  aggregate
Receivables  Loan  Borrowing  Base not less than the Borrowing  Base  Shortfall.

Simultaneously  with the  delivery of the  replacement  Eligible  Instrument  to
Lender for an ineligible  Instrument,  Borrower will deliver to Lender and cause
the  Receivables  Trustee to deliver all of the items (except for a "Request for
Receivables  Loan  Advance  and  Certification")  required  to be  delivered  by
Borrower (or Receivables  Trustee) to Lender pursuant to paragraph 4.2, together
with a "Borrower's  Certificate"  in form and substance  identical to Exhibit C.
Lender will  reassign  and/or  endorse to  Receivables  Trustee or Borrower,  as
appropriate, 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  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  identical to Exhibit C-1 and will deliver it to
Lender for execution,  and Lender will send Borrower and Receivables Trustee the
re-assignment  document and send to Borrower or Receivables Trustee, as the case
may  be,  the  Instrument  being  reassigned   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) present value calculated at
the Discount Rate (when and if Servicing Agent possesses such capability),  (iv)
average consumer interest rates; and (v) 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 month covered by such reports within five (5)
Business Days of 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


                                       13
<PAGE>

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 9.6 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.  In any
event,  if, at any time during the term of the Receivables  Loan,  Lender is not
satisfied with the servicing and collection abilities of Resort  Communications,
Inc.,  Lender shall have the right to require that such servicing and collection
functions be performed by another servicing and collection company  satisfactory
to Lender pursuant to a servicing agreement  satisfactory in form and content to
Lender.

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

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


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

4.1 Delivery of Loan Documents and Due Diligence Items Prior to Initial Advance.
Lender's  obligation to make the initial  Advance of the Inventory 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) a favorable  opinion or opinions  from each of Akin,  Gump,  Strauss,
     Hauer & Feld;  Battle Fowler LLP;  Lewis and Roca LLP;  Santamarina y Steta
     and Creel,  Garcia-Cuellar  y Muggenburg,  which  opinions shall cover such
     matters as Lender may require,  including,  without limitation, the Minimum
     Opinion Matters pertaining to Borrower and the Time-Share Project;

     (iv) a favorable comfort letter from Gallastegui y Lozano;

     (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 Inventory Loan or (b) the Required Closing Date:

     (i) the  Articles  of  Organization  of  Borrower,  any  and  all  Required
     Guarantors and (if any) other sureties for the Obligations;

     (ii) the Resolutions of Borrower (or valid  effective  powers of attorney),
     of any and all Required  Guarantors and (if any), of other sureties for the
     Obligations 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;

                                       14
<PAGE>

     (iii)  evidence of good standing for all Required  Guarantors  and (if any)
     other sureties for the Performance of the  Obligations  and, if applicable,
     their  respective  managers,  members and partners,  to the extent any such
     entity is not a natural  person,  from the  state of its  organization  and
     evidence that Borrower and Guarantor have obtained all approvals,  consents
     and  business  licenses  which are  necessary  to enable  each of them,  as
     applicable,  to execute the Loan  Documents,  consummate the Inventory Loan
     and operate within Mexico;

     (iv) [Intentionally omitted];

     (v) evidence that all taxes and assessments on the Time-Share  Project have
     been paid;

     (vi) a condominium map of the Time-Share Project;

     (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,  including  any
     necessary architectural committee approvals;

     (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  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;

     (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;

     (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) evidence that each owner of a Time-Share Interest will have available
     to  it  the  quiet  and  peaceful  enjoyment  of  the  Time-Share  Interest
     (including  promised  amenities and necessary  easements) owned by it which
     cannot  be  disturbed  so long  as  such  owner  is not in  default  of its
     obligations to pay the purchase price of its  Time-Share  Interest,  to pay
     assessments  to the  Borrower,  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 of the Inventory
     Loan,  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  (subject  only to the  filing of the  Guaranty  Trusts  with the
     appropriate public registries) and that there are no other legal charges or
     security interests filed against the Collateral; and

     (xvi) fully  executed  copy of the Club Regina Trust III in a form approved
     by Lender, certified correct by Borrower and Trustee;

     (xvii) original Pass Through  Certificates  with respect to the Club Regina
     Trust III, with the  assignment  section  thereof  executed by Borrower "in
     blank";

     (xviii) copy of the  notification,  as contemplated  under paragraph 9.1(c)
     hereof,  given by  Borrower to Trustee of the Club  Regina  Trust III,  the
     contents  of  which  shall  be  acceptable  to  Lender,  together  with  an
     acknowledgment from Trustee indicating receipt thereof;

     (xix) copy of the  notification,  as contemplated  under  paragraph  9.1(d)
     hereof,  given by  Borrower to Trustee of the Club  Regina  Trust III,  the
     contents


                                       15
<PAGE>

     of which shall be  acceptable to Lender,  together  with an  acknowledgment
     from Trustee  indicating  receipt of such  notification  and receipt of the
     agreements relating to the Obligations;

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

     (c) Local Issues. Lender shall be satisfied with Mexican laws governing all
matters  relating to the  Inventory  Loan,  including  without  limitation,  the
creation and perfection of security on real estate,  the creation and perfection
of the assignment of purchaser  contracts,  the creation,  marketing and sale of
unsold use rights and memberships, and other related matters.

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

     (e)  Financials.  Borrower  shall deliver to Lender  proforma  consolidated
unaudited  financial  statements prepared on the assumption that the full amount
of the  Receivables  Loan and the  Inventory  Loan  have  been  advanced  to the
Borrower and reflecting  that the Borrowers,  on a  consolidated  basis,  have a
positive net worth and are solvent,  together with current financial  statements
for the Borrower and for the Guarantor (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).

     (f)  Operating  Agreements.  Lender  shall have  received  and approved the
Operating  Agreements and shall have received  evidence  satisfactory  to Lender
that the Operating  Agreements are appurtenant to and run with the land and that
as a  beneficiary  in guaranty  with  respect to the Trust Use Rights  under the
Guaranty Trusts, Lender would have the benefits of the Operating Agreements.

     (g) Credit Reports;  Search Reports;  Site  Inspections.  Lender shall have
received,  in form and  substance  satisfactory  to Lender,  the  results of UCC
searches (or its equivalent  under Mexican law) with respect to Borrower,  lien,
litigation,  judgment and bankruptcy  searches (or its equivalent  under Mexican
law)  for  Borrower,  any and all  Required  Guarantors  and  conducted  in such
jurisdictions as Lender deems appropriate and having a currency meeting Lender's
requirements.

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

     (i) Broker.  If the services of a broker have been  utilized by Borrower to
arrange the Receivables  Loan or the Inventory  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)  Additional  Reporting  Requirements.  Lender and  Borrower  shall have
reached a satisfactory  agreement concerning the nature and scope of any reports
that  Borrower  must  deliver  to  Lender  in  connection   with  any  borrowing
limitations imposed against Borrower and Guarantor under the Indenture, together
with the frequency within which such reports must be rendered to Lender.

     (k) Existing  Debt.  Lender shall have  reviewed and approved the terms and
conditions  of the  Redeemable  Senior  Notes,  the  Mirror  Notes and any other
indebtedness owed by Borrower or Guarantor. There shall exist no default, events
of default or incipient  defaults under the Redeemable  Senior Notes, the Mirror
Notes or such other  indebtedness.  Lender acknowledges that it has approved the
Redeemable Senior Notes and the Mirror Notes.

     (l) Affiliation.  Lender has received evidence  satisfactory to it that the
Time-Share Projects are affiliated with either Resort Condominium  International
or Interval International and are in good standing with such exchange companies.

     (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


                                       16
<PAGE>

between the first  Advance of the  Inventory  Loan and the  registration  of the
Guaranty Trusts.

     (n)  Inventory  Audit.  Lender  shall have  received and approved a current
unsold  inventory  report  prepared by Arthur  Anderson  or another  third party
acceptable  to Lender at  Borrower's  expense  showing the then amount of unsold
Time-Share Interests at each of the Time-Share Projects.

     (o)  Marketing  Agreements.  Lender  shall have  received  and approved all
marketing  agreements  pertinent  to the  Time-Share  Projects  (which  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.

4.2 Additional Conditions Precedent for Advances.

     (a) Receivables  Advances.  For each Advance of the Receivables Loan, other
than an Availability Advance,  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,  and at least five (5) Business  Days prior to
the date of an Advance of the Receivables Loan.

     (b) Inventory  Advances.  For each advance of the Inventory Loan,  Borrower
shall deliver to Lender a Request for Inventory  Loan Advance and  Certification
in the form  attached  hereto as Exhibit F at least five (5) Business Days prior
to the date of such Advance.  Lender's  obligation to make the second Advance of
the  Inventory  Loan  shall be  subject  to and  conditioned  upon the terms and
conditions  set forth in the  following  subparagraphs:  (i)  Lender  shall have
received any  endorsements  to the Title Policy which Lender deems  necessary or
appropriate  in order to  account  for the making of the  second  Advance,  (ii)
Lender shall have received and approved a current unsold inventory report of the
nature  described in clause  6.1(d)(i)(c)  and (iii) Lender shall have  received
evidence  satisfactory  to it that the Required  Guarantor has made the interest
only  payment due on June 1, 1999 under the  Redeemable  Senior Notes within any
applicable grace periods.

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 or any
Required  Guarantor  (since  the  date of the  latest  financial  and  operating
statements  given to Lender by or on behalf of Borrower or any such  Guarantor),
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,  any Required Guarantor
and/or any surety for the Performance of the Obligations.

     (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 the  Receivables  Loan Fee set
forth at Section S.3(y) of the Schedule,  Borrower shall have paid to Lender the
Receivables  Loan  Fee,  the  Inventory  Loan Fee and all other  fees  which are
required to be paid at the time of the Advance.

     (f) Lender is  satisfied,  in its  discretion,  that  Lender  will incur no
adverse  foreign tax  consequences  as a result of the making of the Advance and
the  performance of its obligations  under the Loan  Documents.  Lender shall be
further satisfied,  in its discretion,  that the principal and interest payments
being made to Lender with respect to the  Receivables  Loan,  the Inventory Loan
and any other  monies  payable to Lender  under the Loan  Documents  will not be
subject to withholding or subject Lender to a withholding requirement except for
that certain  withholding  tax,  currently in the amount of four and nine-tenths
percent  (4.9%),  payable to the  Government of the United  Mexican  States with
respect to each  payment of interest  made by Borrower to Lender under the loans
and with respect to the payment of the Receivables  Loan Fee, the Inventory Loan
Fee,


                                       17
<PAGE>

the Custodial  Fee, the  Availability  Fee and the  prepayment  premiums made by
Borrower to Lender  under the loans  (which  withholding  tax is the  Borrower's
responsibility pursuant to paragraph 6.1(g) hereof).

     (g)  In  the  event  the  Instrument  against  which  the  Advance  of  the
Receivables Loan is to be made is from a United States resident, such Instrument
is held in one of the Receivables Trusts.

     (h) The Pass-Through Certificates are "in registered form".

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

4.5 Minimum Amount and Maximum  Frequency of Advances of the  Receivables  Loan.
Advances  of the  Receivables  Loan shall be made in  amounts  not less than the
amounts  identified in the Schedule as the Minimum Advance  Amount.  Advances of
the Receivables Loan shall be made no more frequently in any calendar month than
the frequency identified in the Schedule as the Maximum Advance Frequency.

4.6  Disbursement  of  Advances.  Advances  may be  payable to  Borrower;  or if
requested  by  Borrower  and  approved in writing by Lender,  to others,  either
severally  or jointly  with  Borrower,  for the  credit or benefit of  Borrower.
Advances shall be disbursed in Dollars by wire transfer or, at Borrower's option
exercised by written  request to Lender,  by check or drafts.  Borrower will pay
Lender's  reasonable  charge in connection with any wire transfer,  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.

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

5. BORROWER'S REPRESENTATIONS AND WARRANTIES

5.1 Good Standing.  Borrower hereby jointly and severally  represent and warrant
to Lender that:

     5.1.1  Corporate  Existence.  CR Cancun  is a duly  organized  and  validly
existing  business  organization  of the  type  identified  in the  Schedule  as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and in  each  jurisdiction  where  CR  Cancun  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.  CR Cancun has
full power and authority to carry on its business and own its property.

     5.1.2  Corporate  Existence.  CR  Cabos  is a duly  organized  and  validly
existing  business  organization  of the  type  identified  in the  Schedule  as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and  in  each  jurisdiction  where  CR  Cabos  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. CR Cabos has full
power and authority to carry on its business and own its property.

     5.1.3  Corporate  Existence.  CR Puerto  Vallarta is a duly  organized  and
validly existing business organization of the type identified in the Schedule as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located and in each jurisdiction where CR Puerto Vallarta 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.  CR  Puerto
Vallarta  has full  power and  authority  to carry on its  business  and own its
property.

     5.1.4  Corporate  Existence.  Corporacion  Mexitur is a duly  organized and
validly existing business organization of the type identified in the Schedule as

                                       18
<PAGE>

Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and in each  jurisdiction  where  Corporacion  Mexitur  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.  Corporacion
Mexitur  has full  power  and  authority  to carry on its  business  and own its
property.

     5.1.5  Corporate  Existence.  Cancun Sub is a duly  organized  and  validly
existing  business  organization  of the  type  identified  in the  Schedule  as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and in  each  jurisdiction  where  Cancun  Sub 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.  Cancun Sub has
full power and authority to carry on its business and own its property.

     5.1.6  Corporate  Existence.  Cabos  Sub is a duly  organized  and  validly
existing  business  organization  of the  type  identified  in the  Schedule  as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and in  each  jurisdiction  where  Cabos  Sub 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.  Cabos Sub has
full power and authority to carry on its business and own its property.

     5.1.7  Corporate  Existence.  Puerto  Vallarta Sub is a duly  organized and
validly existing business organization of the type identified in the Schedule as
Borrower's  Type of  Business  Organization  under the laws of the  jurisdiction
identified in the Schedule as Borrower's  Jurisdiction  of  Organization  and is
authorized to do business in the  jurisdiction  where the Time-Share  Project is
located  and in each  jurisdiction  where  Puerto  Vallarta  Sub 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.  Puerto Vallarta
Sub has full power and authority to carry on its business and own its property.

5.2 Power and Authority;  Enforceability.  Borrower has full power and authority
to execute and deliver the Loan  Documents and to Perform the  Obligations.  All
action  necessary and required by Borrower's  Articles of  Organization  and all
other Legal  Requirements  for Borrower to obtain the  Receivables  Loan and the
Inventory  Loan,  to execute and deliver the Loan  Documents  which have been or
will be executed and  delivered in  connection  with 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 or powers of attorney 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.   Borrower  is  not  subject  to
governmental  liens,  levies or garnishments  for  liabilities  unrelated to the
taxation of the income from the Receivables Trusts.

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  each  Time-Share  Project,  all  Legal
Requirements  of the state in which  such  Time-Share  Project  is  located  (if
applicable)  and  all  other


                                       19
<PAGE>

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 Receivables Loan and the Inventory 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 any Guarantor,  or the ability of Borrower
to Perform the Obligations.

5.7 No Default for Third Party Obligations. 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.  Each  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,  CR Cabos, CR Cancun
or CR Puerto  Vallarta,  as  appropriate,  have 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.  None of the other entities constituting Borrower have sold Time-Share
Interests or offered Time-Share Interests for sale.

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

5.11 Zoning  Compliance.  Neither  time-share  use nor other  transient  use and
occupancy of 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.

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.

5.13 Assessments and Reserves. (a) CR Cabos, CR Cancun or CR Puerto Vallarta, as
appropriate,  has  authority  to levy annual  assessments  to cover the costs of
maintaining and operating the Time-Share  Project with respect to the Time-Share
Project to which it holds the Trust Use Rights under the corresponding  Guaranty
Trust; (b) 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 Operating  Agreements  and  Time-Share  Program
Consumer  Documents;  and (c) to Borrower's  Knowledge,  there will be no events
(other  than  inflation)  which  could give rise to a material  increase in such
costs,  except for additions of subsequent phases of the Time-Share Project that
will not materially increase assessments.

5.14  Title to and  Maintenance  of Common  Areas  and  Amenities;  Other  Title
Matters.  (a) The Land  Trustee  will at all times  own,  under  the  applicable
Guaranty  Trust,  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. CR Cancun is lawfully
seized of a good and marketable title to the Inventory Collateral located at the
Club Regina Resort at Cancun.  CR Puerto  Vallarta is lawfully  seized of a good
and marketable title to the Inventory  Collateral  located at Club Regina Resort
at Puerto  Vallarta.  CR Cabos is


                                       20
<PAGE>

lawfully  seized  of a good and  marketable  title to the  Inventory  Collateral
located at the Club Regina Resort at Los Cabos.  CR Cancun is lawfully seized of
a good and marketable title to any insurance policies  constituting  Receivables
Collateral  located at the Club Regina Resort at Cancun.  CR Puerto  Vallarta is
lawfully  seized  of a good  and  marketable  title  to any  insurance  policies
constituting  Receivables Collateral located at the Club Regina Resort at Puerto
Vallarta.  CR Cabos is  lawfully  seized of a good and  marketable  title to any
insurance  policies  constituting  Receivables  Collateral  located  at the Club
Regina  Resort at Los Cabos.  Cabos Sub and  Puerto  Vallarta  Sub are  lawfully
seized  of a good and  marketable  title to the  Receivables  Trust  Collateral.
Puerto  Vallarta Sub, Cabos Sub and Cancun Sub are lawfully seized of a good and
marketable  title to the  balance of the  Receivables  Collateral.  Borrower  is
lawfully seized of a good and marketable title to the balance of the Collateral.
The Collateral is free from liens, claims, restrictions or encumbrances,  except
the  Permitted  Encumbrances.  Borrower  does hereby  warrant and shall  forever
defend the  Collateral  against  the claims of all persons  whatsoever,  subject
however to the Permitted Encumbrances.

5.15  Receivables  Trusts.  Each of Cabos Sub and Puerto  Vallarta Sub have good
right and power to execute the Receivables  Trusts and perform their  respective
obligations  thereunder.  All action  necessary  and required by Cabos Sub's and
Puerto Vallarta Sub's Articles of  Organization  and all applicable laws for the
execution  and  delivery  of the  Receivables  Trusts  and all  other  documents
executed and delivered in connection  therewith  have been duly and  effectively
taken and the  Receivables  Trusts are and shall be legal,  valid,  binding  and
enforceable against each of Cabos Sub and Puerto Vallarta Sub in accordance with
their terms. The execution,  delivery and performance of the Receivables  Trusts
and all other documents executed and delivered in connection  therewith will not
violate,  constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance  (other than in favor of Lender) upon any of the
properties  or  assets  of Cabos  Sub or Puerto  Vallarta  Sub  pursuant  to the
provisions of any law, regulation,  judgment, decree, order, franchise or permit
applicable to Cabos Sub or Puerto  Vallarta Sub; Cabos Sub's and Puerto Vallarta
Sub's  Articles of  Organization;  or any other  contract or other  agreement or
instrument  which Cabos Sub or Puerto  Vallarta Sub is a party or by which Cabos
Sub or Puerto Vallarta Sub or Cabos Sub's or Puerto Vallarta Sub's properties or
assets are bound. No consent of any government or agency  thereof,  or any other
person,  firm or  entity  not a party  thereto,  is or  will  be  required  as a
condition to the  execution,  delivery,  performance  or  enforceability  of the
Receivables Trusts.

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) Corporate Existence. 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 as the type of  organization  identified in the
Schedule  as  Borrower's  Type of  Business  Organization  under the laws of the
jurisdiction   identified  in  the  Schedule  as  Borrower's   Jurisdiction   of
Organization and remain authorized to do business in the jurisdiction  where the
Time-Share  Project is located and in each  jurisdiction  where Borrower is then
selling Time-Share  Interests or where at any time the location or nature of its
properties or its business  then makes such  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  in which the  Time-Share  Project  is located or in
which  Time-Share  Interests  will be  sold or  offered  for  sale by  Borrower.
Borrower shall at all times cause the Time-Share Project to be affiliated and in
good standing with Resort Condominium International or Interval International.

                                       21
<PAGE>

     (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 each entity  constituting  Borrower  (prepared on a
     consolidated  basis  and  translated  into  English)  and as to  Guarantor,
     showing  operating  results  for  such  quarter  for the  period  from  the
     beginning of the  relevant  fiscal year through the end of such quarter and
     for the comparable  period of the preceding fiscal year, if any; (b) within
     one  hundred  twenty  (120)  days  after  the end of each  fiscal  year,  a
     statement of profit and loss, a balance sheet and a cash flow  statement as
     of the end of such year,  as to each entity  constituting  Borrower,  as to
     Guarantor,  and as to any time-share  association  (if any such  time-share
     associations  exist);  (c) within thirty (30) days after end of each fiscal
     quarter,  an audit  report  of  Borrower's  existing  Time-Share  Interests
     inventory  levels as of the end of such quarter  year,  in a form and scope
     acceptable to Lender, reconciling the Time-Share Interests inventory levels
     and the sales  thereof  prepared by Arthur  Anderson or another third party
     acceptable  to Lender.  Such report  shall  demonstrate  to Lender that (A)
     accurate  inventory levels are being maintained by Borrower and reported to
     Lender, (B) accurate inventory systems and controls are being maintained by
     Borrower, (C) Lender has received any required interval sales payments, and
     (D)  Borrower  has not sold more Unit  types  than are  available  during a
     particular season. The annual financial statements of the Borrower shall be
     prepared  on a  consolidated  basis and  shall be  statutory  audited  by a
     certified  public  accounting  firm acceptable to Lender in accordance with
     Mexican GAAP. The annual financial statements of Guarantor shall be audited
     by a certified  public  accounting  firm acceptable to Lender in accordance
     with GAAP. The annual financial  statements for the Time-Share  Association
     (if any such time-share  associations exist) shall be in the form typically
     prepared by such association.  Borrower's and Guarantor's  annual financial
     statements shall be accompanied by a management letter from the accountants
     detailing any  deficiencies  in accounting  practices and commenting on any
     other accounting-related  matters. Together with Borrower's and Guarantor's
     quarterly  financial  statements,  Borrower and  Guarantor  will deliver to
     Lender a certificate  signed by Borrower's and Guarantor's  chief executive
     officer and chief  financial  officer stating that there exists no Event of
     Default or Incipient  Default or, if any such Event of Default or Incipient
     Default exists,  specifying the nature and period of its existence and what
     action  Borrower  and  Guarantor  propose to take with  respect to it. 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.5(a),  S.5(b) and S.5(c)
     of the Schedule and shall  demonstrate  the extent to which Guarantor is in
     compliance  with the financial  covenants  required of Guarantor  under the
     Guaranty.  Borrower shall require that Guarantor supply to Lender copies of
     any  compliance  certificates  submitted  by Guarantor 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
     Guarantor  or given by  Guarantor  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.

                                       22
<PAGE>

     (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  (10th) day after the end of
     each month,  Borrower  will cause to be  furnished to Lender a sales report
     showing the following  information prepared with respect to each Time-Share
     Project and on a  consolidated  basis as to all  Time-Share  Projects:  the
     number of tours,  the 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.  In that  regard,  Lender  shall  likewise  have the right to audit
     Borrower's use right or membership  inventory levels at such frequencies as
     Lender  shall  deem  appropriate,  at  Borrower's  sole  cost and  expense.
     Borrower will permit FPSI, Lender's wholly owned servicing  subsidiary,  to
     monitor the collection  and servicing  function of Borrower with respect to
     those Receivables collected and serviced by Borrower. Such monitoring shall
     be performed at Lender's sole cost and expense  except that Borrower  shall
     reimburse  FPSI,  on  demand,   for  FPSI's  travel  expenses  incurred  in
     connection with such monitoring.  Provided there does not exist an Event of
     Default,  FPSI shall perform such  monitoring no more  frequently than once
     per calendar year.  During an Event of Default,  there shall be no limit on
     the  frequency  of  such   monitoring  by  FPSI  and  all  such  monitoring
     performance  during the pendency of an Event of Default  shall be performed
     at Borrower's sole cost and expense.

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

     (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) 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  (other  than  the  Mirror  Notes)  owing by it to its
shareholders,  directors,  officers,  partners, members or managers, as the


                                       23
<PAGE>

case may be, to Guarantors, or to the relatives or Affiliates of Borrower or any
of the  foregoing,  and all liens,  security  interests and other charges on the
assets of Borrower to be fully  subordinated  in all aspects to the  Obligations
pursuant to written agreements satisfactory to Lender;  provided,  however, that
(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
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 all tax returns and will pay 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 such
Impositions  required  to be paid  pursuant  to the  preceding  sentence  become
delinquent evidence that all taxes required to be paid pursuant to the preceding
sentence on the Units and Time-Share  Project common areas and related amenities
have been paid in full.

     (g)  Impositions.  All  payments  to be made by  Borrower  under  the  Loan
Documents  shall be free of expense  to Lender  and to FPSI with  respect to the
amount of any Impositions,  all of which Impositions  Borrower assumes and shall
pay when due  pursuant  to the laws of each of Mexico and the  United  States of
America,  and in all  events  prior  to the date on which  penalties  apply,  in
addition to the other payments  provided for in the Loan Documents to be made by
it.  Borrower's  Obligation  to  pay  Impositions  shall  likewise  include  the
Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the
United States of America (or any political  subdivisions  of either) as a result
of inclusion in income of Lender of any amount required by this paragraph 6.1(g)
to be paid to or for Lender or FPSI.  In that regard,  but without  limiting the
generality  of  the  foregoing,  the  Basic  Interest,  the  Default  Rate,  the
Receivables   Loan  Fee,  the  Inventory   Loan  Fee,  the  Custodial  Fee,  the
Availability  Fee, any prepayment  premiums and any other amounts  payable under
the Loan Documents on which  Impositions may be imposed shall be "grossed up" by
any such Impositions which may be imposed, in the way of withholding payments or
otherwise,  so that after taking into  account the payment of such  Impositions,
Lender and FPSI receive,  at the times and  frequencies  required under the Loan
Documents, the same amount of interest and other amounts as it would receive had
such Impositions not been imposed. Borrower shall promptly make such withholding
payments to the Mexican and United States of America taxing  authorities,  shall
obtain  receipts  from such  authorities  as to the  making of such  withholding
payments,  shall  supply  Lender with true and correct  copies of such  receipts
within five (5) Business Days following  receipt  thereof and shall in all other
respects  comply with all  applicable  Mexican and United  States of America tax
laws with  respect to the  making of such  Imposition  payments.  FPSI is hereby
expressly made a third-party beneficiary of the provisions of this paragraph and
shall have the right to enforce  this  paragraph  against  Borrower  in the same
manner as if FPSI were a party to this Agreement.

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

     (i)  Fulfillment of Obligations to Purchasers.  Borrower will fulfill,  and
will 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 (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 to the
extent and as required under the Operating  Agreements  and


                                       24
<PAGE>

Time-Share  Program  Consumer  Documents;  and (ii) will pay not less often than
once every twelve (12) months,  the difference  between (A) the cumulative total
amount of the maintenance and operating  expenses  incurred in the operation and
maintenance of the Time-Share  Project,  together with a reasonable  reserve for
capital  improvements  to  the  extent  and  as  required  under  the  Operating
Agreements  and Time-Share  Program  Consumer  Documents;  and the amount of any
installment of real property taxes currently due and payable with respect to 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 Borrower,  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.

     (k)  Maintenance of Time-Share  Project and Other  Property.  Borrower 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, 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.  Borrower  will
maintain  a  reasonable  reserve  to  assure  compliance  with the  terms of the
foregoing  sentence.  Borrower shall  maintain the Operating  Agreements in full
force and effect and shall make no material  modifications  to the same  without
the prior written consent of Lender.

     (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,  Borrower 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
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  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) [Intentionally omitted].

     (q)  Withholding  Tax.  For  so  long  as any  of  the  Obligations  remain
outstanding,  Borrower  agrees to take all steps now or  hereafter  required  in
order to avoid the  imposition of  withholding  taxes under Section 871, 881 and
1442 of the IRC or any successors  statutes.  Without limiting the generality of
the foregoing, Borrower hereby agrees, for so long as any of the Obligations are
made outstanding:

     (i) to maintain the Receivables Trusts in full force and effect,  provided,
     however,  that Borrower may dissolve any Receivables Trust at any time from
     and after the date on which the corpus of said Receivables  Trust no longer
     contains any Instruments forming a part of the Receivables Collateral;

     (ii) prior to such time as Borrower requests that Lender make an Advance of
     the  Receivables  Loan  against a  particular  Instrument,  to transfer and
     convey the  Instrument to the  applicable  Receivables  Trust and cause the
     Instrument  to remain within such  Receivables  Trust for so long as Lender
     has a security interest in such Instrument;

                                       25
<PAGE>

     (iii) to perform all acts required of Borrower under the Receivables Trusts
     including without limitation the delivery to the Receivables  Trustee of an
     IRS Form  W-8-BEN  within the time period  required  under the  Receivables
     Trusts and  furnish  Lender with a copy of such Form  W-8-BEN  concurrently
     with the delivery of the same to the Receivables Trustee; and

     (iv) not to engage in a United  States trade or  business,  as that term is
     interpreted  under  the IRC.  In that  regard,  but  without  limiting  the
     generality of the foregoing,  Borrower  agrees to engage in no operational,
     marketing, collection,  administrative,  servicing or other business within
     the United States.  To the extent that Borrower  retains the services of an
     Affiliate for purposes of performing  operational,  marketing,  collection,
     administrative,  servicing or other business  activities for the benefit of
     Borrower,   such  business   activities  shall  be  conducted  pursuant  to
     arms-length  pricing  and terms  and be  evidenced  by a written  agreement
     approved by Lender.  Borrower shall abide by all of its  obligations  under
     such agreement in a timely fashion.  Any such Affiliate retained to perform
     such  business  activities on the part of Borrower  shall  perform  similar
     businesses  and  services  with and on behalf of persons or entities  other
     than Borrower.

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.

     (b)  Restrictions  on Additional  Indebtedness.  Subject to the  additional
restrictions  set forth in paragraph  6.2(c) below,  Borrower 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 (i) short term  accounts  payable  incurred  in  connection  with the
operation of the Time-Share Project in the ordinary course of business, (ii) the
financing of time-share receivables  denominated in Mexican Pesos or Unidades de
Inversion  ("UDI's"),  and (iii) the Mirror Notes ("Permitted  Debt"). If Lender
consents to the incurring by Borrower of additional  indebtedness,  Lender shall
have the right of first  refusal to provide  such  financing  to  Borrower.  If,
during  the Term,  Borrower  wishes to  accept an offer  from a third  party for
financing  Borrower  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 to extend
such  financing  upon  terms  substantially  equivalent  or  better  than  those
contained in the proposal from the prospective third party lender and failure to
do so shall be deemed to be an election by Lender not to extend such  financing.
Lender shall have  forty-five  (45) days  following the receipt of the financing
proposal  timely  accepted  by  Borrower  within  which to  issue a  commitment;
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.  In
such event,  Borrower shall be free to accept the proposal from such third party
lender and close such transaction on terms that are in all material  respects no
more  favorable to the third party lender than those  contained in its proposal.
Borrower  shall not however,  have the right to close such  financing  with such
third party lender on terms more  favorable to the third party lender than those
contained in the proposal  from the third party  lender  unless  Lender has been
given the right to provide Borrower financing on terms substantially  equivalent
to or better  than  those  offered  by such third  party  lender,  as more fully
provided above.

     (c) Restrictions on Liens or Transfers. Borrower, without the prior written
consent of Lender,  will not:  (i) sell,  convey,  lease,  pledge,  hypothecate,
encumber  or  otherwise  transfer  any  security  for  the  Performance  of  the
Obligations  other than the sale of Inventory  Collateral in the ordinary course
of  business  (provided  that an Interval  Sales  Payment is paid to Lender) and
other than to the extent permitted by the Guaranty Trusts; (ii) permit or suffer
to exist any liens,  security interests or other encumbrances on the Collateral,
except for (A) the Permitted


                                       26
<PAGE>

Encumbrances,  (B) the liens and security interests expressly granted to Lender,
and (C) liens  against  Purchasers  and in favor of a  Borrower  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  4.08  of  the  Indenture;  or  (iv)  if  Borrower  is an
organization,  permit or suffer to exist any  change in the legal or  beneficial
ownership of Borrower or any person  controlling  Borrower  (whether directly or
indirectly,  through one (1) or more  intermediaries) or any change in the power
to  control  it  or  any  person  controlling   Borrower  (whether  directly  or
indirectly, through one or more intermediaries). Without limiting Lender's right
to withhold its approval  for other  reasons,  as a condition to approval of any
lien,  security interest or other charge upon any of the Collateral,  Lender may
require that the third party execute a subordination  agreement  satisfactory to
Lender and provide Quiet  Enjoyment  Rights to owners of  Time-Share  Interests.
Notwithstanding  anything to the contrary in this Section  6.2(c),  the Residual
Beneficiary  or its successor  shall be permitted to transfer the Trust Residual
Interest to an  Affiliate of the Required  Guarantor  without the prior  written
consent of Lender but with notice to Lender, subject to the terms and conditions
set forth in the Guaranty Trusts.

     (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 (including, without limitation, any change in the interest
rate or amount,  frequency or number of payments) to, or solicit the  prepayment
of, any Instrument which constitutes part of the Receivables  Collateral (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
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.

                                       27
<PAGE>

6.3 Additional Covenants re Real Estate.

     (a) Casualty.

     (i) Borrower will promptly notify Lender of any damage to or destruction of
     Improvements,  whether or not the same is covered by insurance,  and, if so
     covered, will promptly make proof of loss relating thereto. Lender may make
     proof  of  loss to the  Improvements  if not  made  promptly  by  Borrower.
     Borrower hereby  authorizes  Lender, at Lender's option, to be named as the
     loss-payee on any insurance  policy, to adjust or compromise in the name of
     Borrower,  any loss covered by any insurance policy on the Improvements and
     to collect  and  receive  the  proceeds  from any such  policy and use such
     proceeds as set forth in  subparagraph  (c) below.  Each insurance  company
     shall be directed to pay each  insured loss  directly to Lender  instead of
     Borrower or Borrower and Lender jointly.

     (ii) The  proceeds  of all  insurance  shall,  at the option of Lender,  be
     applied by Lender in reduction of the  Obligations  in such order as Lender
     shall  determine  whether  the same be then  matured or  unmatured  (unless
     otherwise  elected by Lender,  no such application shall be deemed to be an
     advance  payment of any  subsequently  accruing  fixed sum),  or paid over,
     subject to such terms and  conditions as Lender may in its sole  discretion
     then  impose,  wholly or in part to  Borrower  by Lender for the repair and
     restoration  of the  Improvements  or  for  any  other  purpose  or  object
     satisfactory to Lender; provided,  however, that any such proceeds shall be
     paid over by Lender to  Borrower  for the  repair  and  restoration  of the
     Improvements in the event and only in the event (A) the amount of insurance
     proceeds available with respect to a particular loss at a particular Resort
     Property  does not exceed Three  Million  Dollars  ($3,000,000)  as to that
     Resort  Property and (B) the  Additional  Conditions (as defined below) are
     satisfied.  If the amount of insurance proceeds available with respect to a
     particular  loss at a particular  Report  Property  exceeds  Three  Million
     Dollars  ($3,000,000)  as to  that  Resort  Property  or if the  Additional
     Conditions are not satisfied,  then the entire amount of insurance proceeds
     shall be governed by the first  sentence of this  paragraph.  If  insurance
     proceeds  are  paid  over  to  Borrower  for  the  purpose  of  repair  and
     restoration of the Improvements, Lender, without limitation of its right to
     impose  other terms and  conditions,  may require  receipt and  approval by
     itself and its architect,  in the  reasonable  discretion of both, of plans
     and  specifications  for the work to be done;  disbursement of proceeds not
     more frequently than monthly for work done against invoices,  lien waivers,
     title  insurance  policy   endorsements  and  architect's   certifications;
     retention of holdbacks until  completion of construction  and expiration of
     mechanic's lien periods; and receipt of assurance adequate to Lender in its
     sole  judgment  that the  proceeds  remaining  after  disbursement  will be
     sufficient to complete such repair and replacement. Borrower hereby assigns
     to Lender for the uses and purposes  aforesaid,  all insurance  required by
     this  Loan  Agreement  and,  the  proceeds  thereof.  Lender  shall  not be
     responsible for such insurance, for the collection of any insurance moneys,
     or  for  the  insolvency  of any  insurer  or  any  insurance  underwriter.
     Application  of insurance  proceeds by Lender,  regardless of the manner or
     order,  shall not waive  Performance of the Obligations,  cure or waive any
     default by Borrower in the Performance of the Obligations, or invalidate or
     affect any act done hereunder because of any such default. Lender shall not
     be obligated to see to the proper  application  of insurance  proceeds paid
     over to Borrower. The "Additional Conditions" are as follows:

          (x)  There  does not then  exist an  Event  of  Default  or  Incipient
     Default;

                                       28
<PAGE>

          (xi) The  casualty  occurs no later  than two (2)  years  prior to the
     later to occur of the Receivables  Loan Maturity Date or the Inventory Loan
     Maturity Date;

          (xii) The repair and restoration of the Improvements  that are damaged
     can be completed  within a one (1) year period of time in the opinion of an
     architect or engineer acceptable to Lender;

          (xiii)  Borrower  has  business  interruption  insurance  in  place to
     completely  reimburse  Borrower  for any revenue of Borrower  which is lost
     because of such damage or destruction  and the insurer under such insurance
     policy is  irrevocably  committed  to pay the  proceeds  of such  insurance
     policy to Borrower;

          (xiv)  Borrower has supplied to Lender a final fixed budget  outlining
     the total  costs to be incurred  in such  repair and  restoration  and such
     budget has been approved by the aforementioned architect or engineer; and

          (xv) In the event the aforementioned budget indicates that the cost of
     repair and restoration  will exceed such insurance  proceeds,  Borrower has
     advanced the entire amount of such shortfall in the payment of the costs of
     such repair and  restoration  before any portion of the insurance  proceeds
     are made available to Borrower for such purposes.

     (b)  Restrictions  on  Transfer;  No  Additional  Liens.  To the extent not
prohibited by applicable  law and except as may be expressly  permitted  herein,
Borrower  will not,  without  the prior  written  consent of  Lender:  (i) sell,
convey,  lease,  sublease,  assign,  mortgage,  pledge,  encumber  or  otherwise
transfer the Inventory Collateral or any part thereof,  other than in connection
with a sale of a particular  Time-Share  Interest to a Purchaser in the ordinary
course of business; or (ii) except for Permitted Debt, assign or hypothecate any
accounts,  accounts  receivable,  rent,  issues,  profits or  proceeds  from the
Inventory Collateral.  Any such act shall be expressly subject to the applicable
Guaranty Trust and the prior lien created hereby,  and written consent of Lender
to any one such act shall not be construed to be a waiver of this provision with
respect to any subsequent act. If any prohibited lien shall arise, Borrower will
promptly discharge such lien;  provided,  however,  that Borrower shall have the
right to contest in good faith, with due diligence and appropriate  proceedings,
at no cost or expense to Lender, the validity,  applicability,  or amount of any
such lien, provided,  however, that Borrower,  prior to commencing such contest,
shall have furnished to Lender a bond or other security in such form,  substance
and amount as is reasonably satisfactory to Lender.

(c) Taxes, Assessments.

     (i) BORROWER WILL PAY WHEN DUE, AND INDEMNIFY AND HOLD HARMLESS Lender, its
     successors,   assigns  and  shareholders   and  the  directors,   officers,
     employees,  agents and servants of the foregoing from all taxes (including,
     without limitation,  revenue and documentary stamp taxes, intangible taxes,
     ad valorem real estate taxes,  personal  property  taxes,  Mexican  federal
     income  taxes,  value added taxes and local  transfer  and lodging  taxes),
     assessments,  water,  sewer and other  utility  rates,  rents and  charges,
     license and  registration  fees and excises,  together with any  penalties,
     fines or  interest  thereon,  in each  case  whether  general  or  special,
     ordinary or  extraordinary,  foreseen or unforeseen,  of every character in
     respect of or affecting in any way the  Inventory  Collateral  which at any
     time prior to  Performance of the  Obligations  may be imposed on, become a
     lien upon or affect in any way (i) Lender, (ii) the Inventory Collateral or
     any part thereof or any rent or other income or proceeds  therefrom,  (iii)
     the occupancy,  operation,  use, possession or disposition of the Inventory
     Collateral (including,  without limitation,  any disposition in exercise of
     the  rights  of  Lender  arising  from an  Event of  Default),  or (iv) any
     activity  conducted on or in connection  with the  Inventory  Collateral or
     part thereof,  provided,  however, that Lender explicitly  acknowledges and
     agrees that any Obligation of Borrower pursuant to this Section shall cease
     and be of no  further  force or effect  with  respect  to any taxes due and
     payable for the period,  if any,  following  the exercise by Lender,


                                       29
<PAGE>

     or by Land  Trustee at the  direction of Lender,  of any remedy  having the
     effect of permanently  divesting  Borrower of its right, title and interest
     in and to all or any portion of the Inventory  Collateral  but solely as to
     the portion of such Inventory  Collateral with respect to which  Borrower's
     right, title and interest has been divested.

     (ii) Borrower will furnish to Lender receipts  showing payment of the taxes
     described  above within  thirty (30) days  following  the final due date of
     such taxes and assessments.

(d) Impounds.

     (i)  Upon  the  occurrence  of an  Event  of  Default,  and  at  all  times
     thereafter,  Borrower,  upon the prior written request of Lender, will make
     monthly  deposits with Lender of the  following:  (i) an installment of the
     taxes and special  assessments levied or to be levied against the Inventory
     Collateral  and (ii) an  installment  of the premium or premiums  that will
     become due and payable to renew the  insurance  on the  Improvements.  Such
     installments  are to be equal to the estimated  taxes and  assessments  and
     premium or premiums for such insurance next due (as reasonably estimated by
     Lender giving due  consideration  to the previous year's tax and premiums),
     less all installments  already paid therefor,  and divided by the number of
     months that are to elapse  before one (1) month prior to the date when such
     taxes and  assessments or premium or premiums shall become  delinquent.  If
     amounts  paid  to  Lender  under  the  provisions  of  this  paragraph  are
     insufficient  to discharge the  Obligations  for taxes and  assessments  or
     insurance premiums as the same become due, Borrower will pay to Lender upon
     demand such  additional  sums as may be required to fully pay and discharge
     this Obligation for taxes and assessments and premium or premiums.

     (ii) Nothing in this paragraph shall release  Borrower of its obligation to
     pay taxes,  assessments  and insurance  premiums as the same become due and
     payable to the extent that provision is not made for such payment  pursuant
     to the  terms of this  paragraph.  To the  extent  not  prohibited  by law,
     deposits made under this paragraph  shall be deemed to be held in trust and
     may not be commingled with Lender's general funds; and Lender shall have no
     liability to Borrower for any interest on such deposits.

     (iii) If, by reason of any Event of  Default,  Lender  declares  all of the
     Obligations to be due and payable,  Lender, to the extent not prohibited by
     applicable law, may, at its option and without notice, then apply any funds
     in the impound accounts against the Obligations in such order as Lender may
     in its discretion  determine.  Application of such funds to the Obligations
     shall not cure or waive any default by Borrower in the  Performance  of the
     Obligations  or  invalidate  any act  done  hereunder  because  of any such
     default.  The  enforceability of the Obligations  herein relating to taxes,
     assessments and insurance  premiums shall not be affected except insofar as
     those Obligations have been met by compliance with this paragraph.

     (iv) Lender may from time to time, at its option, waive, and after any such
     waiver reinstate,  any or all provisions hereof requiring such deposits, by
     notice to Borrower.  While any such waiver is in effect,  Borrower will pay
     Impositions and insurance premiums as herein elsewhere provided.

     (e) Compliance with Insurance Terms, Laws, etc. Borrower has complied,  and
will comply and will not knowingly or voluntarily suffer or permit any violation
thereof with:  (a) all terms of any insurance  policy  covering or applicable to
the Improvements or any part thereof, all requirements of the issuer of any such
policy, and all orders, rules,  regulations and other requirements applicable to
or affecting the Improvements or any use or condition of the  Improvements;  and
(b) all laws, ordinances,  regulations,  covenants,  conditions and restrictions
affecting Borrower or the Improvements.

     (f) Alterations,  Maintenance,  Inspection,  Repair. Borrower (i) will not,
without the prior written consent of Lender, make any material alteration to the
Improvements or remove, demolish, or alter the design or structural character of
any  Improvements,  unless  otherwise  permitted herein or required by law; (ii)
will not,  without the prior written  consent of Lender,  remove or knowingly or
voluntarily   permit  the  removal  of  any  fixtures,   equipment,   machinery,
appliances, fixtures, furniture, furnishings or other items of personal property
contained within the Improvements,


                                       30
<PAGE>

except in the ordinary course of business or unless otherwise  permitted herein;
(iii) will promptly repair any portions of the Improvements  that may be damaged
or  destroyed  (regardless  of the  sufficiency  of insurance  and  condemnation
proceeds) and will not knowingly or voluntarily  commit or suffer waste upon the
Improvements,  but will at all  times  make or cause  to be made  such  repairs,
maintenance and renewals and replacements,  or otherwise, as may be necessary to
maintain the Improvements and condition  thereof in good order and repair;  (iv)
will keep the  Improvements  and the Real  Property  free of  rubbish  and other
unsightly  conditions;  (v) will use its best  efforts to keep all  Improvements
free of dry rot,  fungus,  termites and all other harmful or destructive  pests;
(vi) will keep all  ornamental  plants,  trees and  shrubs on the Real  Property
neatly pruned and in good condition; and (vii) will complete, subject to clauses
(i)  and  (iii)  above,  promptly,  in a  good  and  workmanlike  manner  and in
conformity  with  plans and  specifications  approved  in  writing by Lender any
improvements now or hereafter commenced.

(g) Use; Zoning.

     (i) Borrower will use the Real Property as a vacation resort.

     (ii) The use of the Real Property  described in subparagraph (i) above does
     not, as of the date  hereof,  violate any private  covenant or  restriction
     affecting the Real  Property.  As of the date hereof,  the Real Property is
     zoned to permit the use  described in  subparagraph  (a) above.  Other than
     with respect to the Club Regina Resort at Los Cabos, as of the date hereof,
     the  necessary   rights-of-way   for  all  roads  necessary  for  the  full
     utilization  of the Real  Property  for its  intended  purposes  have  been
     acquired,  and/or  have been  dedicated  to public use and  accepted by the
     appropriate  governmental  authority.  Prior to the  first  Advance  of the
     proceeds of the Inventory Loan, the necessary  rights-of-way  for all roads
     necessary for the full  utilization  of the Club Regina Resort at Los Cabos
     for its intended  purposes will be acquired and dedicated to public use and
     accepted  by  the   appropriate   governmental   authorities   or,  in  the
     alternative,  the Title  Policy  will insure  Lender  against any loss that
     Lender may  sustain as a result of the  failure of such rights of way to be
     acquired  and   dedicated  to  public  use  and  accepted  by   appropriate
     governmental authorities.

     (iii) Borrower will not, without the Lender's prior written consent,  seek,
     join in or  consent to any change in any  private  covenant,  zoning law or
     other  public or private  restriction,  which change would limit the use of
     the Real Property or any part thereof or reduce its fair market value.

     (h) Right of Lender to Act. If there be commenced any action or proceedings
affecting the  Inventory  Collateral or the title thereto or if Lender be made a
party to any action or proceeding because of its status hereunder,  then Lender,
without  obligation  to do so, may procure such  abstracts or other  evidence of
title as it deems  necessary;  may  appear in any such  action  as Lender  deems
advisable;  perform such  Obligations  and for such  purposes may enter upon the
Real Property; and shall become subrogated to the lien and rights of all persons
to whom payments have been made in performing the  Obligations.  For any of such
purposes,  including  court  costs,  attorneys'  fees and  expenses,  Lender may
advance  such  sums of money as it deems  necessary.  Such sums  advanced,  with
interest from the date of advance at the Default Rate until paid, shall, without
notice or demand,  immediately  be due from Borrower to Lender and be secured by
the Loan Documents. Lender shall be the sole judge of the legality, validity and
priority  of any  claim,  lien,  encumbrance,  tax,  assessment  and  premium it
discharges   pursuant  hereto  and  of  the  amount  necessary  to  be  paid  in
satisfaction  thereof.  Any action  taken by Lender  pursuant to this  paragraph
shall not waive  Performance  of any  Obligation,  cure or waive any  default by
Borrower in the Performance of the Obligations,  or invalidate or affect any act
done hereunder because of such a default.

     (i) Risk of Loss;  Indemnity.  As  between  the  Borrower  and the  Lender,
Borrower  assumes  the entire risk of loss of the Real  Property  from any cause
whatsoever.  As between the Borrower and the Lender,  Borrower assumes all risks
and liability for the Real Property,  and the use and operation thereof, and for
injuries or deaths of persons and damage to  property,  however  arising from or
incident to such use or operation, whether such injury or death to persons be of
agents or employees of


                                       31
<PAGE>

Borrower  or of third  parties  and such damage to property be of Borrower or of
others.  BORROWER WILL SAVE AND HOLD HARMLESS and defend Lender, its successors,
assignees and shareholders (including corporate shareholders) and the directors,
officers,  employees,  agents and  servants of the  foregoing,  from any and all
losses,  costs,  expenses  (including  court costs,  attorneys'  fees and expert
witness fees), damages,  demands,  claims, suits,  proceedings (whether civil or
criminal), orders and judgments, penalties, fines and other sanctions arising or
incurred  because of or incident  to the Real  Property or the actual or alleged
management,  control,  condition,  destruction,  disposition,  use or  operation
thereof.  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  indemnitee  shall be a
party,  provided  that such action or  proceeding  shall result from, or grow or
arise  out of any of the  events  set forth in this  paragraph.  Notwithstanding
anything to the contrary set forth in this Section, the indemnities set forth in
the Section to be provided by Borrower to Lender  shall not extend to any costs,
claims,  demands,   liability,   actions  or  judgments  arising,   directly  or
indirectly, with respect to any act or omission occurring on or after such date,
if any, as Lender has exercised,  or has directed Land Trustee to exercise,  any
right or remedy  accruing to it following the  occurrence of an Event of Default
if as a result thereof  Borrower is prevented from  exercising  control over the
operation of the Real Property.

     6.4 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.

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
Receivables  Loan Note or the Inventory  Loan Note or (ii) any other payment due
under the Loan  Documents,  except for the payment due at the  Receivables  Loan
Maturity Date and the Inventory Loan Maturity Date, for which no grace period is
allowed;

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

     (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.5(a), S.5(b) or S.5(c) 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;

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

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


                                       32
<PAGE>

not paid and discharged or stayed within thirty (30) days  thereafter  and, when
aggregated with all other judgment(s) or decree(s) that have remained unpaid and
undischarged  or are not stayed  for such  period,  such  amount is in excess of
Fifty Thousand  Dollars  ($50,000) as to any individual  Borrower or Two Hundred
Thousand Dollars ($200,000) in the aggregate as to all such Borrowers.

     (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, 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
including,  without  limitation,  the  commencement  of a bankruptcy  (quiebra),
insolvency  (suspension de pagos) or similar  proceedings in accordance with the
Mexican Bankruptcy Insolvency Law (Ley de Quiebras y Suspension de Pagos), (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)  dissolve  or commence to wind-up its affairs or (vii) take any
action  for   purposes  of  the   foregoing;   or  a  petition   for  relief  or
reorganization,  arrangement  or liquidation or any other petition in bankruptcy
or  insolvency  or  the  appointment  of a  custodian  under  the  laws  of  any
jurisdiction  is filed  against any Borrower or a custodian is appointed for any
Borrower,  the  Collateral or any material part of any  Borrower's  property and
such proceeding is not dismissed and appointment vacated within ninety (90) days
thereafter;

     (k) any of the events enumerated in paragraphs  7.1(b),  (f), (g), (h), (i)
or (j) occurs with respect to any partner or manager of Borrower, if Borrower is
a partnership or limited  liability  company,  Guarantor or other surety for the
Performance of the  Obligations or Guarantor  defaults in the Performance of any
of its obligations under the Guaranty executed by it;

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

     (m) any default,  which  continues  beyond any applicable  cure period,  by
Guarantor  under  (i) the  Redeemable  Senior  Notes or under the  document  and
instruments  executed  in  connection  therewith  or (ii)  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 Guarantor  permitting the  acceleration of any of the
payment or repurchase obligations of Guarantor which, if accelerated, will be in
excess of Fifty Thousand Dollars ($50,000) in the aggregate;

     (n)  Receivables  Trustee  defaults  in  the  performance  of  its  Secured
Obligations  under and as  defined  in the  Pledge  Agreement,  if such  default
continues  unremedied for (i) a period of fifteen (15) days after notice thereof
to Receivables  Trustee and Borrower in the case of a default which can be cured
by the payment of money only or (ii) a period of thirty  (30) days after  notice
thereof to Receivables Trustee and Borrower in the case of any other default;

     (o) any representation or warranty of Receivables  Trustee contained in the
Pledge Agreement proves to be, in any material  respect,  false or misleading as
of the date deemed made and such  misleading  representation  or warranty  has a
material adverse effect on Lender,  provided,  however, that no Event of Default
hereunder shall occur if the Depositors under the Receivables Trusts replace the
Receivables  Trustee  within  fifteen (15) days  following


                                       33
<PAGE>

written  notice  from  Lender  of such  false or  misleading  representation  or
warranty on the part of the Receivables Trustee;

     (p)  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;

     (q) if any  of the  Time-Share  Projects  are  appropriated  or  possession
thereof is lost by the Borrower;

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

     (s) if caused by the acts of Borrower or the Receivables  Trustee, the zero
balance  accounts  maintained in the name of the  Receivables  Trustee under the
Lockbox  Agreement  are not swept into an  account  of which  Lender is the sole
owner, as required under the Lockbox Agreement and such condition  continues for
a period of five (5) Business Days.

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  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;

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

     (d) with respect to the  Receivables  Collateral,  (i) after any applicable
delinquency on a Purchase Contract, institute collection,  foreclosure and other
enforcement  actions  against  Purchasers  and other  persons  obligated  on the
Receivables  Collateral,  (ii)  enter  into  modification  agreements  and  make
extension  agreements  with  respect to payments and other  performances,  (iii)
release persons liable for performance, (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 Receivables Collateral;

     (e) 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;

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

     (g)  exercise  any and all  remedies  of a secured  party under the Arizona
Uniform Commercial Code and under Mexican law with respect to the Collateral;

     (h) following  the  realization  by Lender of its security  interest in the
Receivables  Trust  Collateral,  terminate or revoke the  Receivables  Trusts or
either of them;

     (i) without  limiting any other rights or remedies of Lender,  exercise all
rights and remedies under the Pledge Agreement; and

     (j) without  limiting any other rights or remedies of Lender,  exercise all
rights and remedies under the Guaranty Trusts or any of them.

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.

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<PAGE>

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

     (a) UCC Remedies; Sale of Receivables 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  at  equity  or  law.  Any  notice  of sale or  other  disposition  of the
Receivables  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 Receivables  Collateral sold in connection with the exercise of
Lender's  rights  and  remedies;  and  Lender  is  hereby  appointed  Borrower's
attorney-in-fact for this purpose.

     (c) Obligation to Assemble Receivables  Collateral.  Upon request of Lender
when an Event  of  Default  exists,  Borrower  shall  assemble  the  Receivables
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.

                                       35
<PAGE>

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(d) 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.

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 and the  Inventory  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  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. In addition to the foregoing, Borrower agrees to timely pay all
fees and expenses of  Receivables  Trustee to perform the services  contemplated
under the Pledge Agreement and under the Receivables Trusts.  Borrower agrees to
supply to Lender written  notice in the event the  Receivables  Trustee  advises
Borrower that the Receivables  Trustee intends to increase the fees and expenses
payable  to  Receivables  Trustee  in  connection  with the  performance  of its
services under the Pledge  Agreement and  Receivables  Trusts,  within three (3)
Business Days following Borrower's Knowledge of such contemplated increase.

     8.1.2 Borrower agrees to timely pay and reimburse the  Receivables  Trustee
for all Receivables  Trustee's fees,  costs and expenses  incurred by or due and
owing to the  Receivables  Trustee under or in connection  with the  Receivables
Trusts and Pledge  Agreement  and agrees to take such steps as are  necessary in
order to prevent the  Receivables  Trustee from  charging  such costs,  fees and
expenses  against the Trust  Estate (as that term is defined in the  Receivables
Trusts)  or from  seeking  reimbursement  of such  fees  and  expenses  from the
proceeds of the  Receivables  Collateral.  In the event  Borrower or Receivables
Trustee withholds tax from the proceeds  otherwise payable under the Receivables
Collateral, Borrower shall pay to Lender on the last day of each and every month
during the Term, the amount of tax so withheld  during such month.  In the event
Receivables  Trustee expends or advances any funds which will be charged against
the Trust Estate or for which Receivables Trustee will be seeking  reimbursement
from the proceeds of the Receivables  Collateral,  Borrower shall,  within eight
(8) days following  notification by Receivables  Trustee as to such contemplated
expenditure or advance,  deposit with Receivables  Trustee,  monies in an amount
equal to such  contemplated  advance or expenditure so that the Trust Estate and
the  proceeds  from the  Receivables  Collateral  shall not be  reduced  by such
advance or expenditure.  In the event such notice is given and Borrower fails to
deposit such monies (and  notwithstanding  the fact that such  failure  shall be
deemed an Event of Default),  in the event Receivables  Trustee does not or, has
no obligation to so notify  Borrower,  or in the event the  Receivables  Trustee
charges  Receivables  Trustee's fees, costs or expenses against the Trust Estate
or against the proceeds of the Receivables  Collateral (and  notwithstanding the
fact that


                                       36
<PAGE>

such act on the part of the  Receivables  Trustee  shall be  deemed  an Event of
Default),  Borrower nevertheless shall pay to Lender on the last day of each and
every month during the Term,  the amount of such advance,  expenditure or charge
so made by  Receivables  Trustee  during  such  month.  The  amounts  payable by
Borrower  to Lender  hereunder  shall be deemed  proceeds  from the  Receivables
Collateral  and shall be applied in the  priority  set forth in  paragraph  2.10
hereof.

     8.1.3 Borrower  agrees to timely pay and reimburse the Land Trustee for all
of the Land Trustee's fees,  costs and expenses  incurred by or due and owing to
the  Land  Trustee  under  or in  connection  with the  Guaranty  Trusts  in the
performance by the Land Trustee of the services  contemplated to be performed by
it under the  Guaranty  Trusts.  Borrower  furthermore  agrees to timely pay all
other fees,  costs and expenses  required to be paid by the  Borrower  under the
Guaranty Trusts.

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,  the security
interest that Lender asserts in the Receivables Trust Collateral, the holding by
Lender of a beneficial interest in the Receivables Trusts or the dissolution and
liquidation of the Receivables Trusts, a breach of Borrower's  obligations under
Paragraph 6.1(g), any assertion or claim that Lender is required to withhold any
tax due on the proceeds of any Instrument or Receivables  Trust  Collateral,  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;  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 and the Inventory 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 Special Provisions Relating to Receivables Trusts.

     (a)  Borrower   acknowledges   that  Lender's   security  interest  in  the
Receivables  Collateral and other  collateral  pledged to Lender as security for
the Obligations and Receivables Trustee's obligations under the Pledge Agreement
secures,  inter alia, the payment and performance by Receivables  Trustee of its
obligations under the Pledge Agreement.  Borrower agrees that neither demand on,
nor pursuit of any remedies against  Receivables  Trustee shall be required as a
condition  precedent to, and neither the pendency nor prior  termination  of any
action,  suit or proceeding against  Receivables  Trustee shall bar or prejudice
the making of a demand upon  Borrower  hereunder or the exercise of any remedies
against  Borrower.  Neither (i) the exercise or failure to exercise by Lender of
any rights or  remedies  conferred  to it under the Pledge  Agreement;  (ii) the
recovery of a judgment against  Receivables  Trustee;  (iii) the commencement of
any action at law or the recovery of a judgment against  Receivables Trustee and
the  enforcement  thereof;  (iv) the taking or institution of any action against
Receivables Trustee nor (v) any delay in taking or pursuing any of the foregoing
shall  extinguish or affect the obligations of Borrower  hereunder.  Lender may,
without  impairing  the  liability  of


                                       37
<PAGE>

Borrower  hereunder,   extend  the  time  for  payment  or  performance  of  any
obligations  of  Receivables  Trustee  under the  Pledge  Agreement;  release or
compromise any liability of Receivables Trustee thereunder;  extend the time for
payment of the obligations of Receivables Trustee  thereunder;  and agree to any
amendment or  modification  or alteration of the Pledge  Agreement on such terms
and conditions as may be acceptable to Lender.  Borrower shall have no rights of
subrogation  and hereby waives any right to participate in any of the Collateral
(as that term is defined in the Pledge  Agreement).  Borrower waives any and all
suretyship defenses and defenses in the nature thereof.

     (b)  Borrower  agrees to perform all acts that are  necessary,  required or
contemplated  under the terms of the  Receivables  Trusts in order for Lender to
have and receive a security  interest in the Receivables  Collateral  (including
without  limitation a security  interest in the Receivables Trust Collateral and
an assignment of the Pass-Through  Certificates) and in order to insure that all
of the proceeds of the  Receivables  Collateral  are paid  directly to Lender by
virtue of and as a result of Lender's Security Interest in the Receivables Trust
Collateral  and  by  virtue  of  the  assignment  in  favor  of  Lender  of  the
Pass-Through Certificates.

     (c) Without  limiting the generality of the foregoing,  Borrower  agrees to
notify  Receivables  Trustee,  pursuant to the provisions of Section V(D) of the
Receivables  Trusts,  that (i) Lender has a Security Interest in the Receivables
Trust  Collateral,  (ii) such  Security  Interest  is a Pledge  and/or  Security
Interest  (as such  terms are  defined  in the  Receivables  Trusts)  and not an
outright  assignment  and (iii) all amounts due with respect to the  Receivables
Trust  Collateral  shall be paid to Lender rather than to Borrower  until all of
the  Obligations  have been paid and Performed in full.  Borrower  agrees not to
vary, modify or revoke the foregoing instructions to Receivables Trustee without
the prior written consent of Lender.

     (d) Without  further  limiting the  generality of the  foregoing,  Borrower
agrees  to  instruct  Receivables  Trustee,  pursuant  to  Section  II(C) of the
Receivables  Trusts,  to grant to  Lender a  Security  Interest  in  Receivables
Trustee's interest in the Receivables Collateral as security for the payment and
Performance of the  Obligations.  Borrowers agree not to vary,  modify or revoke
the foregoing  instructions  to Receivables  Trustee,  without the prior written
consent of Lender.

     (e) Borrower hereby agrees that Lender is entitled to receive, by virtue of
its security  interest in the Receivables  Trust  Collateral,  all proceeds from
Receivables  Collateral and that all amounts due with respect to the Receivables
Trust  Collateral (to the extent  arising from or pertaining to the  Receivables
Collateral)  shall be paid to Lender  rather than to  Borrower  until all of the
Obligations have been paid and Performed in full.

     (f) Borrower shall not authorize or approve the  performance by Receivables
Trustee of any extraordinary  services, for which Receivables Trustee shall seek
compensation, without the advance written consent of Lender.

     (g)  Borrower  shall not remove  Receivables  Trustee (or any  successor to
Receivables Trustee) as trustee under the Receivables Trusts without the express
written consent of Lender.  Borrower shall not appoint a successor trustee under
the Receivables  Trusts without obtaining Lender's consent as to the identity of
such  successor  and without  causing  such  successor,  as a condition  to such
appointment,  to become a party to the Pledge Agreement, the Servicing Agreement
and the Lockbox  Agreement in the same manner and to the extent that Receivables
Trustee is such a party. Borrower shall not modify the Receivables Trusts in any
respect without the prior written  consent of Lender.  Borrower shall not revoke
or terminate the Receivables Trusts without the prior written consent of Lender.

     (h) Borrower  recognizes  that  registration  of certain of the Receivables
Collateral or other  collateral  under the federal and state securities laws may
be impractical  because of the expenses or delays  involved in the  registration
process  and that in the absence of such  registration,  Lender may be unable to
effect a public sale of all or a part of the Collateral, but may be compelled to
resort to one or more private sales to a restricted group of purchasers who will
be obliged to agree,  among other things,  to acquire such  collateral for their
own account,  for investment and not with a view to the  distribution  or resale
thereof.  Borrower


                                       38
<PAGE>

agrees  that  private  sales so made  may be at  prices  and  other  terms  less
favorable to the seller than if such collateral  were sold at public sales,  and
that Lender has no obligation to delay sale of any such  Collateral for a period
of time  necessary to permit such  collateral to be  registered  for public sale
under the  Securities Act of 1933, as amended,  and any  applicable  Blue Sky or
other state securities laws. Borrower agrees that sales made under the foregoing
circumstances  shall  not  be  deemed  to  have  been  made  in  a  commercially
unreasonable  manner  by  virtue  of any  terms  less  favorable  to the  seller
resulting from the private nature of such sales.

     (i)  Borrower  agrees  to  enforce,  short  of  termination,   all  of  the
obligations  of  Receivables  Trustee  under the  Receivables  Trusts and hereby
authorizes  Lender,   following  an  Event  of  Default,   to  so  enforce  such
obligations,  in the  name of  Borrower  or  otherwise  but at the  cost and the
expense of Borrower.

     (j)  Borrower  shall  not,  at any time  during  the  Term,  (i) own in the
aggregate ten percent (10%) or more of the voting stock of any corporate obligor
of any receivables held by the Receivables  Trusts, or ten percent (10%) or more
of the capital or profits  interests of any obligor of any such receivables that
is a partnership  or (ii) become a related person with respect to any obligor on
any of the receivables  within the Receivables Trusts (within the meaning of IRC
Section 864(d)(4);

     (k)  Notwithstanding the fact that such transfer may constitute an Event of
Default,  the  Pass-Through  Certificates  shall  be  transferred  only  by  the
surrender of an old  Pass-Through  Certificate  and either the reissuance of the
old  Pass-Through  Certificate  to  the  new  holder  or the  issuance  of a new
Pass-Through Certificate, in each case registered in the name of the new holder;

     (l) The identity of the owner of the  receivables  held by the  Receivables
Trusts  shall be  reflected on books and records  maintained  by the  Collection
Agent maintained  pursuant to the Receivables  Trusts on behalf of the makers of
those note representing such receivables.

9.2 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.

9.3 Entire  Agreement.  The Loan Documents  exclusively and completely state the
rights and  obligations  of Lender and Borrower with respect to the  Receivables
Loan and the Inventory 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,  Borrower  and the
Required  Guarantors  concerning  this  transaction,  including  the  Commitment
Letter.

9.4 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.

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

9.6 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, 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


                                       39
<PAGE>

notice given to the other  party,  which notice shall be effective on the day of
receipt if received during the  recipient's  normal business hours on the day of
receipt or otherwise on the next Business  Day;  provided that such notice shall
not be deemed  effective  unless not later than the next Business Day, a copy of
such  notice  is hand  delivered  or  deposited  for  delivery  via  courier  in
accordance  with the  requirements  set forth above.  The notice  addresses  and
telecopy  numbers  for  Borrower  and  Lender  are set  forth at the end of this
Agreement following their respective signatures.

9.7 Successors and Assigns. All the covenants of Borrower and all 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.

9.8  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.

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

9.10 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  in 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.

                  [Remainder of Page Intentionally Left Blank]







                                       40
<PAGE>



9.11 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.

9.12 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 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.

9.13 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.

9.14  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:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                                                       RE:  9.11 - 9.14 /s/DYB)

                  [Remainder of Page Intentionally Left Blank]








                                       41
<PAGE>


9.15  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.

9.16 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.

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

9.18  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,  requirement,  request,  determination,  judgment,
opinion,  approval,  consent,  satisfaction,  acceptance,  agreement,  option or
discretion  of  Lender,  its  employees,  Lender's  counsel  or any agent for or
contractor of Lender, such action shall be deemed to be exercisable by Lender or
such other person in its sole and absolute discretion and according to standards
established in its sole and absolute discretion. Without limiting the generality
of the foregoing, "option" and "discretion" shall be implied by use of the words
"if" or "may."

9.19 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.

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

9.21 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.

9.22 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.
Although Lender and Borrower intend that each entity constituting Borrower shall
be jointly and  severally  liable for all


                                       42
<PAGE>

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

     (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.

9.23  Reliance.  Lender's  examination,  inspection,  or receipt of  information
pertaining to Borrower, any Guarantor,  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.

9.24  Currency.  All  monetary  amounts  for all  purposes  hereunder  shall  be
denominated in Dollars.  All amounts  payable under the Loan Documents  shall be
payable  solely in Dollars in immediately  available  funds for deposit into the
bank account set forth in the attached Exhibit D or such other account as Lender
shall from time to time indicate by written notice to Borrower.

9.25 Consideration.  Each of the entities  comprising Borrower  acknowledges the
Lender would not make the Receivables Loan or Inventory Loan contemplated hereby
unless each of such entities (a) became a party to this  Agreement and the other
Loan  Documents,  (b) 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.
Finally,  it was a condition  precedent  on the part of Lender to the closing of
the Receivables Loan that each of CR Cabo, CR Cancun and CR Puerto Vallarta form
Cabo


                                       43
<PAGE>

Sub,  Cancun Sub and Puerto  Vallarta  Sub,  respectively,  and that CR Cabo, CR
Cancun and CR Puerto Vallarta assign to Cabo Sub, Cancun Sub and Puerto Vallarta
Sub, inter alia, all of their right,  title and interest,  if any, in and to the
beneficial interest in the Receivables Trusts.

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



                            [SIGNATURE PAGE FOLLOWS]







                                       44
<PAGE>

    [SIGNATURE PAGES FIRST AMENDED AND RESTATED 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 April 23, 1999.

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

                         [ADDITIONAL SIGNATURES FOLLOW]






                                       45
<PAGE>

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

                         [ADDITIONAL SIGNATURES FOLLOW]






                                       46
<PAGE>

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

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

                         [ADDITIONAL SIGNATURES FOLLOW]





                                       47
<PAGE>

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


                    By: /s/DOUGLAS Y. BECH
                        Douglas Y. Bech
                        Title:  Attorney-in-Fact

                    WITNESS: /s/BRIAN R. TUCKER


                    Name: Brian R. Tucker

                    Notice Address and Telecopy Number:

                    Raintree Resorts International, Inc.
                    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
                    2049 Century Park East, Suite 2350
                    Los Angeles,  California  90067
                    Attention:  Rick Davis, Esq.
                    Telecopy No.:  310-277-0336








                                       48
<PAGE>


STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the  Attorney-in-Fact  of CR Resort Cancun, S. de R.L.
S. de C.V., a Mexican limited  responsibility  corporation with variable capital
on behalf of such corporation.  He/She is personally known to me or has produced
__________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99




STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the  Attorney-in-Fact  of CR Resorts Los Cabos,  S. de
R.L. de C.V., a Mexican limited responsibility corporation with variable capital
on behalf of such corporation.  He/She is personally known to me or has produced
__________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99




STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the Attorney-in-Fact of CR Resort Puerto Vallarta,  S.
de R.L. de C.V., a Mexican  limited  responsibility  corporation  with  variable
capital on behalf of such  corporation.  He/She is personally known to me or has
produced __________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99






                                       49
<PAGE>

STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the  Attorney-in-Fact  of Corporacion  Mexitur,  S. de
R.L. de C.V., a Mexican limited responsibility corporation with variable capital
on behalf of such corporation.  He/She is personally known to me or has produced
__________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99



STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the  Attorney-in-Fact  of CR Resorts Cancun  Timeshare
Trust, S. de R.L. de C.V., a Mexican  limited  responsibility  corporation  with
variable capital on behalf of such corporation. He/She is personally known to me
or has produced __________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99




STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH,  the  Attorney-in-Fact  of CR Resorts Cabos  Timeshare
Trust, S. de R.L. de C.V., a Mexican  limited  responsibility  corporation  with
variable capital,  on behalf of such corporation.  He/She is personally known to
me or has produced __________________________ as identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99






                                       50
<PAGE>

STATE OF TEXAS      )
                    )  ss.
COUNTY OF HARRIS    )

     The foregoing  instrument was  acknowledged  before me this 9 day of April,
1999, by DOUGLAS Y. BECH, the  Attorney-in-Fact  of CR Resorts  Puerto  Vallarta
Timeshare  Trust,  S.  de  R.L.  de  C.V.,  a  Mexican  limited   responsibility
corporation  with  variable  capital  on behalf of such  corporation.  He/She is
personally   known  to  me  or  has   produced   __________________________   as
identification.

                                  /s/BEA M. ROBERTSON
                                  Notary Public in and for said State and County

My commission expires: 10-31-99





                                       51
<PAGE>


LENDER              FINOVA CAPITAL CORPORATION, a Delaware corporation


                    By:       /s/GAYLE R. McKENZIE
                    Name:     Gayle R. McKenzie
                    title:    Vice President

                    Lender's Notice Address and Telecopy Number:

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

                    with a copy to:

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







                                       52
<PAGE>

                          SCHEDULE OF ADDITIONAL TERMS


S.1 This  Schedule has been  incorporated  by reference  into and form a part of
that First  Amended and Restated Loan and Security  Agreement  dated as of April
23, 1999,  between FINOVA Capital  Corporation and CR Resorts Cancun, S. de R.L.
de C.V., CR Resorts Los Cabos,  S. de R.L. de C.V., CR Resorts Puerto  Vallarta,
S. de R.L. de C.V.,  Corporacion  Mexitur, S. de R.L. de C.V., CR Resorts Cancun
Timeshare  Trust,  S. de R.L. de C.V., CR Resorts Cabos  Timeshare  Trust, S. de
R.L. de C.V. and CR Resorts Puerto Vallarta Timeshare Trust, S. de R.L. de C.V.

S.2 To the  extent of any  inconsistency  between  this  Schedule  and the other
provisions of the provisions of the First Amended and Restated 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. Basic  Interest Rate  (Inventory):  Two and one-fourth
                    percent  (2.25%)  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.

               (b)  P.  1.   Basic   Interest   Rate   (Receivables):   One  and
                    three-fourths  percent  (1.75%)  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.

               (c)  P. 1. Default Rate:  with respect to the Inventory  Loan (a)
                    two percent (2%) above the Basic  Interest Rate  (Inventory)
                    or  (b)  the  maximum  contract  rate  permitted  under  the
                    applicable  usury  law,  whichever  of (a) or (b) 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 Inventory  Loan or
                    the  Receivables  Loan  (i)  four  and  one-quarter  percent
                    (4.25%)  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  maximum
                    contract permitted under the applicable usury law, whichever
                    of (i) or (ii) is lesser.

               (d)  P.  1.  Inventory  Loan  Borrowing  Term  Expiration   Date:
                    September 30, 1999.

               (e)  P. 1.  Inventory  Loan Fee:  One  Hundred Ten  Thousand  and
                    No/100 Dollars ($110,000).

               (f)  P. 1. Inventory Loan Maturity Date: the earlier of (a) April
                    30,  2001 or (b) the date which is  twenty-four  (24) months
                    from the first  Advance  of the  proceeds  of the  Inventory
                    Loan.

               (g)  P. 1. Inventory Loan Opening Prepayment Date: the earlier of
                    (a) April  30,  2001 or (b) the date  which is  twelve  (12)
                    months  from  the  first  Advance  of  the  proceeds  of the
                    Inventory Loan.

               (h)  P. 1. Inventory Loan Prepayment Premium:  The Inventory 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  Inventory  Loan  Opening  Prepayment  Date in which the
                    prepayment  occurs and  determined  in  accordance  with the
                    following schedule:




                                       1
<PAGE>

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

                     Year 1 and thereafter                                 3 %

     Year 1 shall be the period of time commencing on the Inventory Loan Opening
Prepayment Date and expiring twelve 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%).

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

               (j)  P. 1.  Maximum  Loan  Amount:  the lesser of (i)  Thirty-Two
                    Million Dollars  ($32,000,000) or (ii) the maximum amount of
                    Indebtedness (as defined in the Indenture) that Borrower and
                    Guarantor may incur under the Indenture, taking into account
                    the amount of any other  Indebtedness  then owed by Borrower
                    or Guarantor,  which, by virtue of its amount or nature,  is
                    restricted by the Indenture.

               (k)  P. 1. Maximum  Inventory Loan Amount:  Thirteen Million Five
                    Hundred Thousand Dollars ($13,500,000)

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

               (m)  P. 1. RLBB  Principal  Balance  Percentage:  ninety  percent
                    (90%).

               (n)  P. 1.  Receivables  Loan  Borrowing  Term  Expiration  Date:
                    Eighteen (18) months following the date of the first Advance
                    of the  Receivables  Loan,  provided,  however,  that in the
                    event during such  eighteen (18) month period there does not
                    occur an Event of Default or Incipient  Default with respect
                    to  which  Lender  gave   Borrower   written   notice,   the
                    Receivables  Loan  Borrowing Term  Expiration  Date shall be
                    thirty six (36) months from the date of the first Advance of
                    the Receivables Loan.

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

               (p)  P. 1.  Receivables  Loan  Maturity  Date:  Eighty-four  (84)
                    months from the last Advance of the Receivables Loan.

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

               (r)  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:

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

                             Year 1                            4 %
                             Year 2                            3 %
                             Year 3                            2 %
                             thereafter                        none



                                       2
<PAGE>
     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%).

               (s)  P. 1. Required Closing Date. May 27, 1999.

               (t)  P. 1. Required Guarantors:  Raintree Resorts  International,
                    Inc.

               (u)  P. 1. Servicing Agent: Resort Communications,  Inc., subject
                    to Lender's right to remove such Servicing Agent as provided
                    in the Agreement.

               (v)  P. 1. Time Share  Project:  Club Regina Resort at Los Cabos,
                    Club Regina Resort at Puerto Vallarta and Club Regina Resort
                    at Cancun.

               (w)  P. 2.4 Inventory  Advance  Formula:  The amount of the first
                    Advance  of the  Inventory  Loan and  second  Advance of the
                    Inventory Loan shall be determined pursuant to the following
                    formula  subject to the  Maximum  Loan  Amount  and  Maximum
                    Inventory Loan Amount limitations.

                    W = A x .5 x B x .2

                    Y = [(A - C) x B x .2] - V;

                    where:

                    A = the then aggregate number of unsold Time-Share Interests
                    at  each  of the  Time-Share  Projects  as  revealed  by the
                    inventory  audits  described  in  paragraph  4.1(n)  of  the
                    Agreement   (with  respect  to  the  first  Advance  of  the
                    Inventory Loan) and in paragraph 4.2(b)(ii) of the Agreement
                    (with respect to the second Advance of the Inventory Loan).

                    B = the average  aggregate retail sales price per Time-Share
                    Interest  sold at each of the  Time-Share  Projects over the
                    previous six (6) month period of time measured  from, as the
                    case may be,  the date of the first  Advance  or the  second
                    Advance of the Inventory Loan;

                    C = the average  number of Time-Share  Interests sold at all
                    of  the   Time-Share   Projects   during  a  calendar  month
                    (determined  on the basis of the  number  of sales  over the
                    previous  six (6) month  period of time,  measured  from the
                    date of the second Advance of the Inventory Loan);

                    V = the outstanding  principal balance of the Inventory Loan
                    as of but  immediately  prior to the  making  of the  second
                    Advance of the Inventory Loan

                    W = the  amount  of  the  first  Advance,  inclusive  of the
                    interest reserve to be established pursuant to paragraph 2.4
                    of the Agreement.

                    Y = the  amount  of the  second  Advance,  inclusive  of the
                    interest reserve to be established pursuant to paragraph 2.4
                    of the Agreement.

               (x)  P. 2.9(a)  Payment of Inventory Loan Fee. The Inventory Loan
                    Fee shall be  payable  in full on the  earlier  of April 15,
                    1999 or concurrently  with the first Advance of the proceeds
                    of the Inventory Loan.



                                       3
<PAGE>
               (y)  P.  2.9(a).Payment  of Receivables Loan Fee: The Receivables
                    Loan Fee shall be payable as follows: A total of One Hundred
                    Fifty Thousand  Dollars  ($150,000) of the Receivables  Loan
                    Fee was paid prior to the date hereof in connection with the
                    Original Agreement.  The remaining balance of Fifty Thousand
                    Dollars ($50,000) is due on the earlier of November 25, 2000
                    or at  such  time as the  unpaid  principal  balance  of the
                    Receivables    Loan   reaches    Fifteen   Million   Dollars
                    ($15,000,000).

               (z)  P. 2.9(b).Custodial Fee: Five Dollars ($5).

               (aa) P. 2.9(c).Availability Fee Percentage: one percent (1%).

               (bb) P. 4.5. Minimum Advance Amount. One Hundred Thousand Dollars
                    ($100,000).

               (cc) P. 4.5. Maximum Advance Frequency:  twice per calendar month
                    with a Five Hundred  Dollar  ($500)  charge being imposed in
                    connection  with the second  Receivables  Advance in any one
                    (1) calendar month.  Lender shall have the right to withhold
                    the amount of such charge from such Advance.

               (dd) P. 4.6. Wire Transfer Fee. Twenty Five Dollars ($25).

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

                    (1)  CR Cancun: a Mexican limited responsibility corporation
                         with variable capital;

                    (2)  CR Cabos: a Mexican limited responsibility  corporation
                         with variable capital;

                    (3)  CR Puerto  Vallarta:  a Mexican limited  responsibility
                         corporation with variable capital;

                    (4)  Corporacion  Mexitur: a Mexican limited  responsibility
                         corporation with variable capital;

                    (5)  Cancun   Sub:   a   Mexican   limited    responsibility
                         corporation with variable capital;

                    (6)  Cabos Sub: a Mexican limited responsibility corporation
                         with variable capital; and

                    (7)  Puerto Vallarta Sub: a Mexican  limited  responsibility
                         corporation with variable capital.

               (ff) P. 5.1, 6.1. Borrower's Jurisdiction of Organization.

                    (1)  CR Cancun: Mexico

                    (2)  CR Cabos: Mexico

                    (3)  CR Puerto Vallarta: Mexico

                    (4)  Corporacion Mexitur: Mexico

                    (5)  Cancun Sub: Mexico

                    (6)  Cabos Sub: Mexico


                                       4
<PAGE>

                    (7)  Puerto Vallarta Sub: Mexico

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

                    (1)  CR Cancun: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (2)  CR Cabos:  Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (3)  CR Puerto Vallarta:  Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF

                    (4)  Corporacion Mexitur: Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF

                    (5)  Cancun Sub:  Boulevard  Adolfo Ruiz  Cortinez  No. 3642
                         P.B. y Piso 7 Col.  Jardines del Pedregal  C.P.  01900,
                         Mexico DF

                    (6)  Cabos Sub: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (7)  Puerto Vallarta Sub: Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF

               (hh) P. 5.3. Borrower's Chief Executive Office.

                    (1)  CR Cancun: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (2)  CR Cabos:  Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (3)  CR Puerto Vallarta:  Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF


                                       5
<PAGE>

                    (4)  Corporacion Mexitur: Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF

                    (5)  Cancun Sub:  Boulevard  Adolfo Ruiz  Cortinez  No. 3642
                         P.B. y Piso 7 Col.  Jardines del Pedregal  C.P.  01900,
                         Mexico DF

                    (6)  Cabos Sub: Boulevard Adolfo Ruiz Cortinez No. 3642 P.B.
                         y Piso 7 Col. Jardines del Pedregal C.P. 01900,  Mexico
                         DF

                    (7)  Puerto Vallarta Sub: Boulevard Adolfo Ruiz Cortinez No.
                         3642 P.B.  y Piso 7 Col.  Jardines  del  Pedregal  C.P.
                         01900, Mexico DF

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

S.4 No later than the fifteenth day of each month, Borrower shall make to Lender
a payment (the "Interval Sales Payment")  determined pursuant to the formula set
forth below (or one-half of the payment  determined  pursuant to the formula set
forth below with respect to a particular  Time-Share  Interest  that  entitles a
Purchaser  to occupy a Unit every  other  calendar  year),  for each  Time-Share
Interest sold during the immediately  previous calendar month. Lender shall have
the  right to make a draw  upon  the  Receivables  Loan in  order  to make  such
Interval Sales  Payments or in order to make any other  payments  required under
the Inventory Loan Note in the event such payments are not made by Borrower in a
timely fashion. Interval Sales Payments shall be applied to the unpaid principal
balance of the Inventory  Loan. In  consideration  of the payment by Borrower to
Lender of an Interval  Sales  Payment with  respect to a  particular  Time-Share
Interest, Lender agrees to grant nondisturbance rights in favor of the Purchaser
of such Time-Share Interest more fully provided in the Guaranty Trusts.

     The Interval  Sales  Payment  after the making of the first  Advance of the
Inventory  Loan and prior to the making of the second  Advance of the  Inventory
Loan shall equal the amount obtained by application of the following formula:

                    W   /   (A x .5 x .75)

     The Interval  Sales Payment  after the making of the second  Advance of the
Inventory  Loan shall equal the amount  obtained by application of the following
formula:

                    Z   /   [(A - C) x .75)]

           where

               W, A and C shall be as defined in Section S.3(W) of this Schedule
          and Z shall mean the unpaid  principal  balance of the Inventory  Loan
          (inclusive  of the drawn and  undrawn  interest  reserves  established
          pursuant to paragraph  2.4 of the  Agreement)  after the making of the
          second Advance of the Inventory Loan.

S.5 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:


                                       6
<PAGE>

               (a)  On the  final  day  of  each  fiscal  quarter  of  Borrower,
                    commencing with the fiscal quarter ending March 31, 1999 and
                    on the final day of each fiscal year of Borrower, commencing
                    with the fiscal year ending  December 31,  1999,  the sum of
                    (i) the total of Borrower'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  Borrower's
                    consolidated general and administrative  expenses (the costs
                    and expenses  described in clauses (i) and (ii)  hereinafter
                    the "SGA Expenses")  shall not exceed sixty percent (60%) of
                    the sum of the gross  proceeds  of  Borrower's  consolidated
                    processed sales of retail time-shares interests, use rights,
                    memberships  and fractional  ownership  interests plus "Demo
                    Sales" for the same period (each net of cancellations of and
                    discounts  on  such  sales)  ("Net  Sales").  The  foregoing
                    covenant  shall be tested  quarterly  based upon  Borrower's
                    total   aggregate   SGA  Expenses  and  Net  Sales  for  the
                    immediately  preceding  three (3) month  period and annually
                    based upon  Borrower's  total aggregate SGA Expenses and Net
                    Sales  for  the  immediately  preceding  twelve  (12)  month
                    period. SGA Expenses and Net Sales shall be as determined in
                    accordance with Mexican GAAP.

               (b)  Borrower shall not permit Delinquencies as of the end of any
                    three (3) consecutive calendar months during the term of the
                    Receivables  Loan  and the  Inventory  Loan to  exceed  four
                    percent (4%) of the aggregate then unpaid principal  balance
                    of all  Receivables  which have been  pledged or assigned to
                    Lender. In addition,  during the term of the Inventory Loan,
                    Borrower shall not permit Delinquencies as of the end of any
                    three (3) consecutive  calendar months to exceed ten percent
                    (10%) of the aggregate then unpaid principal  balance of all
                    Receivables  arising  from the Time Share  Project that have
                    not been pledged or assigned to Lender. For purposes hereof,
                    Delinquencies  shall mean in the case of the first  sentence
                    above, individually and collectively, Receivables pledged or
                    assigned  to  Lender  under  which  an  installment  payment
                    becomes  more than  sixty (60) days past due and in the case
                    of the second sentence above, individually and collectively,
                    Receivables  arising  from the Time Share  Project and which
                    have not been pledged or assigned to Lender,  under which an
                    installment  payment  becomes more than sixty (60) days past
                    due. This covenant shall be tested on a  consolidated  level
                    as to all of the entities constituting Borrower.

               (c)  Borrower shall  maintain a ratio of Adjusted  Current Assets
                    to Adjusted Current  Liabilities of no less than 1.25 to 1.0
                    tested  quarterly  commencing  March 31, 1999.  For purposes
                    hereof,  the term  Adjusted  Current  Assets  shall mean the
                    current  assets shown on Borrower's  balance sheet minus any
                    receivables  owed  to  Borrower  or any  of  them  from  any
                    Affiliate  and  any  time-share  accounts  receivable,  plus
                    time-share   accounts  receivable  reserves  and  time-share
                    cancellation reserves, determined on a consolidated basis as
                    to all entities constituting  Borrower. For purposes hereof,
                    the term Adjusted Current Liabilities shall mean the current
                    liabilities  shown on  Borrower's  balance  sheet  minus the
                    current portion of any  liabilities  owed by Borrower to any
                    Affiliates and the current portion of any  installments  due
                    under the Mirror Notes,  determined on a consolidated  basis
                    as to all entities constituting Borrower.





                                       7
<PAGE>

                                    EXHIBIT A

                        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 by  Borrower,  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 Borrower, of Guarantor or of the foregoing.

     (c) Borrower 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 eighty four (84) months from the date of its execution,  and after
taking  into  account  the making of an Advance  against  such  Instrument,  the
weighted  average  interest rate on all Instruments  then assigned or pledged to
Lender  does not fall below  thirteen  percent  (13%) per annum.  The  foregoing
weighted  calculation  shall be  performed  by FPSI by applying  their usual and
customary weighted average formula to such Instruments.

     (e) At the  time of  funding  of an  Advance  against  the  Instrument,  no
scheduled  installment  payment on the  Instrument is more than thirty (30) days
past due or has been deferred more than thirty (30) days.

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

     (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.

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

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

     (j) The  Purchaser  is a United  States or  Canadian  resident,  unless the
Purchasers of at least ninety  percent (90%) of all other  Eligible  Instruments
are United States or Canadian residents.

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


                                       8
<PAGE>

     (l) The Instrument  executed by a Purchaser who is a United States resident
and  representing  the financed  portion of the  purchase  price of a Time-Share
Interest is held by the  Receivables  Trustee in the  Receivables  Trust. In all
other circumstances,  the Instrument is owned by Cancun Sub, Cabos Sub or Puerto
Vallarta Sub.

     (m) The Instrument is serviced by the Servicing Agent.

     (n)  As  an   alternative  to  the   eligibility   criteria  set  forth  in
subparagraphs  (c) and (d) above, the Instrument  provides for level consecutive
monthly  installments  of principal and interest in U.S. funds over a term (from
its effective  date) not exceeding  twenty four (24) months from its  execution,
with  interest  accruing on the unpaid  balance at a rate as low as zero percent
(0.0%) per annum and the Borrower has received from the Purchaser a minimum cash
down payment of fifty  percent  (50%) of the total sales price (no part of which
has been  advanced  or loaned to the  Purchaser  by the  Borrower,  directly  or
indirectly)  with such down  payment  being  represented  by cash or credit card
payment;  and provided that when the unpaid principal balance of such Instrument
is added to the unpaid principal  balance of all other  Instruments  meeting the
eligibility criteria set forth in this subparagraph and against which an Advance
has been  made,  such sum is not in excess of ten  percent  (10%) of the  unpaid
principal balance of all Instruments against which an Advance has been made.

     (o) The Instruments  contained within the Club Regina Trust II and the Club
Regina Trust III shall contain language substantially similar to the following:

          The maker and payee hereof hereby agree that the identity of the owner
     of this  Promissory  Note and the payee  entitled  to receive  payments  of
     principal and interest  pursuant to this Promissory Note shall be reflected
     upon books  maintained by Resort  Communications,  Inc., the "Custodian" on
     behalf  of maker  for such  purpose,  and  that  all  transfers,  including
     pledges, of the ownership of this Promissory Note, or any interest therein,
     must be reflected in a book entry in the record of ownership  maintained by
     Custodian that identifies the owner of this Promissory Note or any interest
     therein.  For  purposes of this  paragraph,  a "book entry" is defined as a
     written  record of  ownership  (maintained  on paper  and/or in magnetic or
     electronic  media)  that  identifies  the  holder  of an  interest  in  the
     obligations  represented by this Promissory  Note. This Promissory Note may
     not  be  endorsed  in  blank,  made  payable  to  bearer  or  otherwise  be
     transferred  in such a manner  that  the  Promissory  Note  could be come a
     bearer instrument.

     (q) To the extent that the Instrument is made by a Mexican  resident,  such
Instrument is endorsed with the following form of endorsement:

     Douglas Y. Bech,  en mi  caracter de  apoderado  de la
     sociedad [CR Resorts  Puerto  Vallarta,  S. de R.L. de
     C.V., / CR Resorts Los Cabos,  S. de R.L. de C.V. / CR
     Resorts  Cancun,   S.  de  R.L.  de  C.V.]  endoso  en
     propiedad este pagare  suscrito por el Sr.  __________
     y la Sra.  __________,  a  favor  de la  sociedad  [CR
     Resorts Puerto  Vallarta  Timeshare  Trust, S. de R.L.
     de C.V., / CR Resorts  Cabos  Timeshare  Trust,  S. de
     R.L. de C.V. / CR Resorts Cancun  Timeshare  Trust, S.
     de R.L. de C.V.],  cuyo domicilio es Blvd. Adolfo Ruiz
     Cortinez,   No.  3642,  Piso  7,  Col.   Jardines  del
     Pedregal, 01900, Mexico, D.F.


     Mexico,  D.F. a los ___ dias del mes de  __________ de
     1999.



     Sr. Douglas Y. Bech


                                       9
<PAGE>

     Douglas Y. Bech,  en mi  caracter de  apoderado  de la
     sodiedad [CR Resorts Puerto Vallarta  Timeshare Trust,
     S.  de R.L.  de  C.V.  / CR  Resorts  Cabos  Timeshare
     Trust,  S.  de  R.L.  de  C.V.  /  CR  Resorts  Cancun
     Timeshare  Trust,  S.  de R.L.  de  C.V.],  endoso  en
     propiedad este pagare  suscrito por el  Sr. __________
     y  Sra. __________,  a  favor  de la  sociedad  FINOVA
     Capital  Corporation,  cuyo  domicilio  es  7272  East
     Indian  School Road,  Suite 410,  Scottsdale,  Arizona
     85251, Estados Unidos de America.

     Mexico,  D.F.,  a los ___ dias del mes de  _______  de
     1999.



     Sr. Douglas Y. Bech






                                       10
<PAGE>

                                    EXHIBIT B

                             PERMITTED ENCUMBRANCES

                                 Puerto Vallarta

1.   Taxes which are not yet due and payable.

2.   Proceedings  by a public agency which may result in taxes  (taxes,  and any
     other  type  of  contributions,   interest,   actualization  and  penalties
     collectively  referred to herein as "Taxes") or  assessments,  or notice of
     such  proceedings  including  but not  limited to taxes  derived out of the
     mergers and spin-offs associated with this transaction, unless shown by the
     records of such agency or by the public records.

3.   No  insurance  is afforded as to the exact  square  meters  and/or  acreage
     contained in the land described herein.

4.   Water rights or claims or title to water.

5.   Any  rights in favor of the public to use all or a portion of said land for
     beach and/or recreational purposes, or any rights, interest or claims which
     may exist or arise by reason of a portion  of said land  being  used by the
     public  for  access to and from the  adjoining  body of water  known as the
     Pacific Ocean.

6.   Any adverse  claim based upon the  assertion  that the same portion of said
     land is in tide or submerged land, or has been created by artificial  means
     or has accreted to said portion so created.

7.   Terms and conditions of that certain  Operating  Agreement  dated March 18,
     1998 effective as of August 18, 1997 among Starwood Puerto Vallarta,  S. de
     R.L. de C.V.,  C.R.  Resorts  Puerto  Vallarta,  S. de R.L.  de C.V.,  C.R.
     Resorts  Remainder  Company,   S.  de  R.L.  de  C.V.  and  Bancomer  S.A.,
     Institucion  de  Banca  Multiple,  Grupa  Financiero  Bancomer,   Direccion
     Fiduciaria,  as trustee,  filed as Public Instrument  Number 60,299,  dated
     April 22, 1998,  granted  before Mr.  Armando  Galvez Perez Aragon,  Notary
     Public  Number  103 in and for Mexico  City,  Federal  District,  which was
     recorded with the Puerto  Vallarta Real Estate Public Registry under Number
     17, Pages 174 to 222, Book Number 29, Section 5 on May 21, 1998.

8.   Rights  of the  holder  of any Trust  Rights B under  the  Puerto  Vallarta
     Timeshare Trust.

9.   Terms and conditions of the  condominium  regime created under that certain
     Condominium Declaration at Public Instrument Number 11,924, dated August 8,
     1997, granted before Mr. Carlos Castro Segundo,  Notary Public Number 13 of
     the City of Puerto Vallarta, Jalisco, Mexico.

10.  Survey  entitled  "Levantamiento  Topografico"  certified  on May 7,  1999,
     pertaining to the real property located at Boulevard Paseo de la Marina Sur
     No.  205,  Puerto  Vallarta,  Jalisco,  Mexico  (the  "Survey"),  shows the
     following:

     (a)  Subject  perimeter parcel which contains,  the Hotel Condominium Unit,
          as well as the Timeshare Condominium,  as well as the Common Area (the
          "Units"),  all as  defined  by that  certain  Condominium  Declaration
          referenced in Item 9 herewith.  Said survey shows subject  parcel with
          buildings and improvements thereon all within boundary lines except as
          follows:

          (i)  Encroachment by wall along the  southwesterly  boundary line into
               the  estimated  Federal  Maritime  Zone  (Zona  Federal  Maritimo
               Terrestre).

          (ii) Encroachment  by a portion of a hotel unit swimming pool onto the
               insured premises.

     (b)  This  policy  excepts  as a result of the  matters  disclosed  by said
          Survey, all encroachments noted above as well as the following:



                                       11
<PAGE>

          (i)  Utility lines and drainage  ditches crossing the insured premises
               for the benefit of other than the Insured, which are not shown on
               said Survey.

          (ii) No title is insured to that portion of the insured premises lying
               within  the  Federal   Maritime  Zone  (Zona   Federal   Maritimo
               Terrestre).















                                       12
<PAGE>

                             PERMITTED ENCUMBRANCES

                                    Los Cabos

1.   Taxes which are not yet due and payable.

2.   Proceedings  by a public agency which may result in taxes  (taxes,  and any
     other  type  of  contributions,   interest,   actualization  and  penalties
     collectively  referred to herein as "Taxes") or  assessments,  or notice of
     such  proceedings  including  but not  limited to taxes  derived out of the
     mergers and spin-offs associated with this transaction, unless shown by the
     records of such agency or by the public records.

3.   No  insurance  is afforded as to the exact  square  meters  and/or  acreage
     contained in the land described herein.

4.   Water rights or claims or title to water.

5.   Any  rights in favor of the public to use all or a portion of said land for
     beach and/or recreational purposes, or any rights, interest or claims which
     may exist or arise by reason of a portion  of said land  being  used by the
     public for access to and from the adjoining  body of water known as the Sea
     of Cortez.

6.   Any adverse  claim based upon the  assertion  that the same portion of said
     land is in tide or submerged land, or has been created by artificial  means
     or has accreted to said portion so created.

7.   Terms and conditions of that certain  Operating  Agreement  dated March 18,
     1998 effective as of August 18, 1997 among  Starwood Los Cabos,  S. de R.L.
     de C.V.,  C.R.  Resorts  Cabos,  S. de R.L. de C.V.,  CR Resorts  Remainder
     Company,  S. de R.L.  de  C.V.,  and  Bancomer  S.A.  Institucion  de Banca
     Multiple,  Grupo Financiero  Bancomer,  Direccion  Fiduciaria,  as trustee,
     filed as Public Instrument number 60,301 on April 22, 1998,  granted before
     Mr. Armando Galvez Perez Aragon, Notary Public Number 103 in and for Mexico
     City,  Federal  District,  whch was recorded with the Los Cabos Real Estate
     Public  Registry under Number 42, Volume Number 21, Section 4 on August 10,
     1998.

8.   Terms and conditions of the  condominium  regime created under that certain
     Condominium  Declaration at Public Instrument  Number 34,708,  dated August
     12, 1997,  granted before Mr. Hector Castro Castro,  Notary Public Number 7
     of the City of La Paz, Baja California Sur, Mexico.

9.   Survey  entitled  "Levantamiento  Topografico"  certified  on May 7,  1999,
     pertaining  to the  real  property  located  at Km.  22.5  de la  Carretera
     Transpenisular Corredor Turistico de Los Cabos, Baja California Sur, Mexico
     (the "Survey") shows the following:

     (a)  Subject  perimeter parcel which contains,  the Hotel Condominium Unit,
          as well as the Timeshare Condominium,  as well as the Common Area (the
          "Units"),  all as  defined  by that  certain  Condominium  Declaration
          referenced  in Item 9  herewith.  Subject  parcel with  buildings  and
          improvements thereon all within boundary lines except as follows:

          (i)  Encroachment  by a  portion  of  the  restaurant  located  in the
               southwesterly  corner of the premises  into the Federal  Maritime
               Zone (Zona Federal Maritimo Terrestre).

          (ii) Encroachment  by a portion  of a pool  located  in the  southeast
               corner of the premises  into Federal  Maritime Zona (Zona Federal
               Maritimo Terrestre).

          (iii)Encroachment  by steps and a  portion  of a pool  located  in the
               southerly portion of premises outside of the boundary lines.

          (iv) Encroachment  by steps in the  southerly  portion of the premises
               into Federal Maritime Zone (Zona Maritimo Terrestre).


                                       13
<PAGE>

     (b)  This  policy  excepts  as a result of the  matters  disclosed  by said
          Survey, all encroachments noted above as well as the following:

          (i)  Utility lines and drainage  ditches crossing the insured premises
               for the benefit of other than the Insured, which are not shown on
               said Survey.

          (ii) No title is insured to that portion of the insured premises lying
               within  the bounds of the  Federal  Maritime  Zone (Zona  Federal
               Maritimo Terrestre).

          (iii) No title is insured lying outside of the property lines.





                                       14
<PAGE>

                             PERMITTED ENCUMBRANCES

                                     Cancun

1.   Taxes which are not yet due and payable.

2.   Proceedings  by a public agency which may result in taxes  (taxes,  and any
     other  type  of  contributions,   interest,   actualization  and  penalties
     collectively  referred to herein as "Taxes") or  assessments,  or notice of
     such  proceedings  including  but not  limited to taxes  derived out of the
     mergers and spin-offs associated with this transaction, unless shown by the
     records of such agency or by the public records.

3.   No  insurance  is  afforded  as to  the  exact  square  meters  and/acreage
     contained in the land described herein.

4.   Water rights or claims or title to water.

5.   Any  rights in favor of the public to use all or a portion of said land for
     beach and/or recreational purposes, or any rights, interest or claims which
     may exist or arise by reason of a portion  of said land  being  used by the
     public for access to and from the adjoining body of water known as the Gulf
     of Mexico.

6.   Any adverse  claim based upon the  assertion  that the same portion of said
     land is in tide or submerged land, or has been created by artificial  means
     or has accreted to said portion so created.

7.   Terms and conditions of that certain  Operating  Agreement  dated March 18,
     1998 effective as of August 18, 1997 among Starwood  Cancun,  S. de R.L. de
     C.V.,  C.R.  Cancun Resorts,  S. de R.L. de C.V.,  C.R.  Resorts  Remainder
     Company,  S. de R.L.  de C.V.,  and  Bancomer  S.A.,  Institucion  de Banca
     Multiple,  Grupo Financiero  Bancomer,  Direccion  Fiduciaria,  as trustee,
     filed as Public  Instrument  Number 60,300,  dated April 22, 1998,  granted
     before Mr. Armando Galvez Perez Aragon, Notary Public Number 103 in and for
     Mexico City,  Federal  District,  which was  recorded  with the Cancun Real
     Estate Public Registry under Number 39, Page 487 to 497, Volume number 295,
     Section 1, on June 23, 1998.

8.   Rights  of the  holder of any Trust  Rights B under  the  Cancun  Timeshare
     Trust.

9.   Terms and  conditions set forth in that certain  Concession No.  DZF-064/93
     that expires on May 14, 2003.

10.  Terms and conditions of the  condominium  regime created under that certain
     Condominium  Declaration at Public Instrument  Number 10,973,  dated August
     11, 1997,  granted  before Mr. Luis Miguel  Camara  Patron,  Notary  Public
     Number 13 of the City of Cancun, Quintana Roo, Mexico.

11.  Survey entitled  Linderos Segun Fonatur,  Areas Privativas y Construcciones
     Segun  Levantamiento  certified  on May 7,  1999,  pertaining  to the  real
     propety  located at Boulevard  Kukulcan No.  70-71,  Cancun,  Quintana Roo,
     Mexico (the "Survey") shows the following:

     (a)  Subject perimeter parcel which contains the Hotel Condominium Unit, as
          well as the  Timeshare  Condominium,  as well as the Common  Area (the
          "Units"),  all as  defined  by that  certain  Condominium  Declaration
          referenced  in Item 10 of  Schedule  B  herewith.  Said  survey  shows
          subject  parcel with  buildings  and  improvements  thereon all within
          boundary lines except as follows:

          (i)  Encroachment into the Federal "Safe" Zone (Zona Ganada Al Mar) by
               decks and a bar along the easterly boundary line.

     (b)  This  policy  excepts  as a result of the  matters  disclosed  by said
          Survey, all encroachments noted above as well as the following:

          (i)  Utility lines and drainage  ditches crossing the insured premises
               for the benefit of other than the Insured, which are not shown on
               said Survey.

          (ii) No title is insured to that portion of the insured premises lying
               within the Federal "Safe" Zone (Zona Federal Maritimo  Terrestre)
               as shown along the southwesterly boundary line.




                                       15
<PAGE>

                                    EXHIBIT C

                             BORROWER'S CERTIFICATE


     CR Resorts  Cancun,  S. de R.L. de C.V., a Mexican  limited  responsibility
corporation with variable  capital;  CR Resorts Los Cabos, S. de R.L. de C.V., a
Mexican limited  responsibility  corporation with variable  capital;  CR Resorts
Puerto  Vallarta,  S.  de  R.L.  de  C.V.,  a  Mexican  limited   responsibility
corporation with variable capital;  Corporacion  Mexitur,  S. de R.L. de C.V., a
Mexican limited  responsibility  corporation with variable  capital;  CR Resorts
Cancun  Timeshare  Trust, S. de R.L. de C.V., a Mexican  limited  responsibility
corporation with variable capital;  CR Resorts Cabos Timeshare Trust, S. de R.L.
de C.V., a Mexican limited responsibility  corporation with variable capital and
CR Resorts  Puerto  Vallarta  Timeshare  Trust,  S. de R.L.  de C.V.,  a Mexican
limited   responsibility   corporation  with  variable   capital   (collectively
"Borrower")  hereby jointly and severally 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.

     Except as otherwise defined herein or the context otherwise  requires,  all
capitalized  terms  used  herein  have the  meaning  given to them in the  First
Amended and Restated  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"         CR RESORTS CANCUN, S. de R.L. de C.V., a Mexican limited
                        responsibility corporation with variable capital


                                     By:
                        Type/Print Name:
                             Title:



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


                                     By:
                        Type/Print Name:
                             Title:


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


                                     By:
                        Type/Print Name:
                             Title:



                                       16
<PAGE>

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


                                     By:
                        Type/Print Name:
                             Title:


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


                                     By:
                        Type/Print Name:
                             Title:



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


                                     By:
                        Type/Print Name:
                             Title:


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


                                     By:
                        Type/Print Name:
                             Title:






                                       17
<PAGE>

                                   EXHIBIT C-1
                            RECEIVABLES RE-ASSIGNMENT

When recorded, mail to:










                                       18
<PAGE>



                          RE-ASSIGNMENT OF INSTRUMENTS

KNOW ALL MEN BY THESE PRESENTS:

     That FINOVA Capital Corporation,  a Delaware  corporation  ("Assignor") for
Ten Dollars ($10.00) 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 [Receivables  Trustee or Borrower  depending
upon the nature of Instrument]  ("Assignee") 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 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 ________________________, 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






                                       19
<PAGE>

                                   SCHEDULE a
                         to RE-assignment of instruments



                  Purchaser

                  Date

                  Original Principal

                  Amount Secured








                                       20
<PAGE>


                                    EXHIBIT D

                               FINOVA BANK ACCOUNT

                                 CITIBANK, N.A.
                               NEW YORK, NEW YORK
                              ACCOUNT NO. 3846-7458
                           OBI REFERENCE: ZOX 3500ZOX
                               ABA NO. 021-000089

                           REFERENCE: RAINTREE/REGINA








                                       21
<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  Borrower or the
Receivables  Trustee,  as the case may be,  (ii) copies of signed  receipts  for
public offering statements/property  reports/prospectuses to the extent the same
are given or are required to be given to Purchasers in connection with the sales
of  Time-Share  Interests  giving rise to such  Instruments,  (iii) 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 (iv) evidence that all  rescission  rights have expired and Borrower
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
the  Borrower,  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) 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.

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

     (h) 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.

     (i) 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.

     (j) 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.

     (k) evidence that the Borrower has delivered to the Receivables Trustee and
the Lender a Form W-8 as required under  Paragraph  6.1(q)(iii) of the Agreement
of which this Exhibit forms a part.





                                       22
<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 First Amended and Restated 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"              CR RESORTS CANCUN, S. de R.L. de C.V., a Mexican limited
                        responsibility corporation with variable capital


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:




                                       23
<PAGE>

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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:



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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:









                                       24
<PAGE>

                                   EXHIBIT E-2

                             RECEIVABLES ASSIGNMENT
















                                       25
<PAGE>

              ASSIGNMENT OF INSTRUMENTS AND RECEIVABLES COLLATERAL

KNOW ALL MEN BY THESE PRESENTS:

     That U. S.  Trust  Company,  National  Association,  as Trustee of the Club
Regina Trust I; U.S. Trust Company,  a national  association,  as Trustee of the
Club Regina Trust II; U.S. Trust Company,  National  Association,  as Trustee of
the Club Regina  Trust III;  CR Resorts  Cancun,  S. de R.L. de C.V.,  a Mexican
limited responsibility  corporation with variable capital; CR Resorts Los Cabos,
S. de R.L. de C.V., a Mexican limited  responsibility  corporation with variable
capital;  CR Resorts  Puerto  Vallarta,  S. de R.L. de C.V.,  a Mexican  limited
responsibility  corporation with variable capital;  Corporacion  Mexitur,  S. de
R.L.  de C.V.,  a  Mexican  limited  responsibility  corporation  with  variable
capital;  CR Resorts  Cancun  Timeshare  Trust,  S. de R.L.  de C.V.,  a Mexican
limited  responsibility  corporation  with  variable  capital;  CR Resorts Cabos
Timeshare  Trust,  S.  de  R.L.  de  C.V.,  a  Mexican  limited   responsibility
corporation  with  variable  capital and CR Resorts  Puerto  Vallarta  Timeshare
Trust, S. de R.L. de C.V., a Mexican  limited  responsibility  corporation  with
variable  capital  (collectively,  "Assignor"),  as  owner  of  the  Instruments
("Instruments")  described in Schedule A attached  hereto and by this  reference
incorporated  herein,  together with all other items of  Receivables  Collateral
pertaining  to such  Instruments,  for Ten Dollars  ($10.00) and other  valuable
consideration  to it in hand  paid by FINOVA  Capital  Corporation,  a  Delaware
corporation  ("Assignee"),  the receipt whereof is hereby acknowledged,  does by
these presents grant, bargain, sell, assign, transfer and set over unto Assignee
all of  Assignor's  interest  in said  Instruments  and  Receivables  Collateral
pertaining thereto.

     TOGETHER WITH all obligations therein secured, all moneys due and to become
due thereunder, and all interest thereon, and all rights arising therefrom.

     For purposes hereof, the term Receivables Collateral shall be as defined in
that certain First Amended and Restated Loan and Security  Agreement  between CR
Resorts Cancun, S. de R.L. de C.V., CR Resorts Los Cabos, S. de R.L. de C.V., CR
Resorts Puerto Vallarta,  S. de R.L. de C.V.,  Corporacion Mexitur S. de R.L. de
C.V., CR Resorts Cancun  Timeshare  Trust,  S. de R.L. de C.V, CR Resorts Puerto
Vallarta  Timeshare  Trust,  S. de R.L. de C.V. and CR Resorts  Cabos  Timeshare
Trust, S. de R.L. de C.V., as Borrower and FINOVA Capital  Corporation as Lender
dated __________, 1999, as amended.

     This Assignment may be executed in any number of separate counterparts, all
of which,  when taken together,  shall  constitute one and the same  instrument,
notwithstanding the fact that all parties have not signed the same counterpart.

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


                                   "Assignor"

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


                                       By:
                                Type/Print Name:
                                     Title:




                                       26
<PAGE>

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


                                       By:
                                Type/Print Name:
                                     Title:


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


                                       By:
                                Type/Print Name:
                                     Title:


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




                                       By:
                                Type/Print Name:
                                     Title:


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


                                       By:
                                Type/Print Name:
                                     Title:


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


                                       By:
                                Type/Print Name:
                                     Title:


                                       27
<PAGE>

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


                                       By:
                                Type/Print Name:
                                     Title:


WITNESS:                U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee of
                        the Club Regina Trust I


                                       By:
                                Type/Print Name:
                                     Title:


WITNESS:                U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee of
                        the Club Regina Trust II


                                       By:
                                Type/Print Name:
                                     Title:


WITNESS:                U. S. TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee of
                        the Club Regina Trust III


                                       By:
                                Type/Print Name:
                                     Title:



STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of CR Resorts Cancun,  S. de R.L. de C.V., a Mexican
limited  responsibility  corporation  with  variable  capital  on behalf of such
corporation.    He/She   is   personally   known   to   me   or   has   produced
__________________________ as identification.


                                  Notary Public in and for said State and County
My commission expires:








                                       28
<PAGE>

STATE OF _____________         )
                               ) ss.
County of ______________       )

                  The foregoing instrument was acknowledged before me this _____
day of ____________________,  1999, by  _______________________________________,
the  __________________________  of CR Resorts Los Cabos,  S. de R.L. de C.V., a
Mexican limited  responsibility  corporation  with variable capital on behalf of
such   corporation.   He/She  is   personally   known  to  me  or  has  produced
__________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
________________________, 1999, by _______________________________________,  the
__________________________  of CR Resorts Puerto Vallarta, S. de R.L. de C.V., a
Mexican limited  responsibility  corporation  with variable capital on behalf of
such   corporation.   He/She  is   personally   known  to  me  or  has  produced
__________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
________________________, 1999, by _______________________________________,  the
__________________________ of Corporacion Mexitur, S. de R.L. de C.V., a Mexican
limited  responsibility  corporation  with  variable  capital  on behalf of such
corporation.    He/She   is   personally   known   to   me   or   has   produced
__________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





                                       29
<PAGE>

STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
________________________, 1999, by _______________________________________,  the
__________________________  of CR Resorts Cancun  Timeshare Trust, S. de R.L. de
C.V., a Mexican  limited  responsibility  corporation  with variable  capital on
behalf of such  corporation.  He/She is  personally  known to me or has produced
__________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of CR Resorts Cabos  Timeshare  Trust, S. de R.L. de
C.V., a Mexican limited  responsibility  corporation with variable  capital,  on
behalf of such  corporation.  He/She is  personally  known to me or has produced
__________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:



STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of CR Resorts Puerto Vallarta Timeshare Trust, S. de
R.L.  de C.V.,  a  Mexican  limited  responsibility  corporation  with  variable
capital, on behalf of such corporation.  He/She is personally known to me or has
produced __________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





                                       30
<PAGE>

STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of U. S. Trust  Company,  National  Association,  as
Trustee of the Club  Regina  Trust I, on behalf  thereof.  He/She is  personally
known to me or has produced __________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:



STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of U. S. Trust  Company,  National  Association,  as
Trustee of the Club Regina  Trust II, on behalf  thereof.  He/She is  personally
known to me or has produced __________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:



STATE OF _____________         )
                               ) ss.
County of ______________       )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
____________________,  1999,  by  _______________________________________,   the
__________________________  of U. S. Trust  Company,  National  Association,  as
Trustee of the Club Regina Trust III, on behalf  thereof.  He/She is  personally
known to me or has produced __________________________ as identification.


                                  Notary Public in and for said State and County

My commission expires:





                                       31
<PAGE>

                                   SCHEDULE a
                          to assignment of instruments



                  Purchaser

                  Date

                  Original Principal

                  Amount Secured









                                       32
<PAGE>

                                    EXHIBIT F

                       REQUEST FOR INVENTORY LOAN ADVANCE
                                AND CERTIFICATION

     The undersigned ("Borrower") requests FINOVA CAPITAL CORPORATION ("Lender")
to make an Inventory  Loan Advance in the sum of  ______________________________
UNITED STATES DOLLARS (U.S.  $__________)  upon receipt hereof,  pursuant to the
First  Amended and  Restated  Loan and Security  Agreement  between such parties
dated as of ____________________, 19___ (with any amendments, "Agreement").

     Borrower hereby  certifies to Lender that (i) the total aggregate number of
unsold  Time-Share  Interests  as of the  date  hereof  as  __________;  (ii) 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;  (iii) all  representations and
warranties  contained  in the  Agreement  are  true and  correct  as of the date
hereof;  (iv) neither an Event of Default nor an Incipient  Default exists;  and
(v) 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"
                    CR RESORTS  CANCUN,  S. de R.L. de C.V.,  a Mexican  limited
                    responsibility corporation with variable capital


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:




                                       33
<PAGE>

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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:



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


                                             By:
                                Type/Print Name:
                                     Title:


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


                                             By:
                                Type/Print Name:
                                     Title:


                                       34
<PAGE>