SIDE LETTER NO. 6


                                 March 28, 2002




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.
Promotora Villa Vera, S. de R.L. de C.V.
Villa Vera Resort, S. de R.L. de C.V.
Raintree Resorts International, Inc.
10000 Memorial Drive, Suite 480
Houston,  Texas  77024
Attention:  Mr. Brian Tucker

Dear Mr. Tucker:

     Reference  is made to that  certain  First  Amended and  Restated  Loan and
Security  Agreement dated as of April 23, 1999 (the "Original Loan  Agreement"),
as amended by that certain  Amendment  No. 1 to First  Amended and Restated Loan
and Security Agreement dated as of November 30, 1999 (the "First Amendment"), as
further  amended by that certain  Amendment  No. 2 to First Amended and Restated
Loan  and  Security  Agreement  dated  as of  November  30,  2000  (the  "Second
Amendment") and as further amended by various letter  agreements  executed prior
to the date hereof (the Original Loan Agreement, the First Amendment, the Second
Amendment  and  the  foregoing   letter   agreements,   collectively  the  "Loan
Agreement"),  evidencing certain loan facilities from FINOVA Capital Corporation
("Lender") to 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.,  Promotora Villa Vera, S. de R.L.
de  C.V.,  and  Villa  Vera  Resort,  S.  de  R.L.  de  C.V.  (individually  and
collectively, jointly and severally, "Borrower"). Reference is also made to that
Corporate  Guarantee and  Subordination  Agreement  executed by Raintree Resorts
International,  Inc.  ("Guarantor")  dated as of November 23,  1998,  as amended
prior  to the date  hereof  (collectively,  the  "Guarantee  Agreement")  Unless
otherwise defined herein,  all capitalized terms used herein shall have the same
meaning as set forth in the Loan Agreement.

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Raintree Resorts International, Inc.
March 28, 2002
Page 2


     1. Paragraph 4.1(k) of the Guarantee Agreement, as amended pursuant to that
certain  Side  Letter  No. 5 between  the  parties  hereto  dated  June 7, 2001,
requires that Guarantor's SGA Expenses (as defined in that paragraph) not exceed
a particular  percentage of Guarantor's Net Sales (as defined in that paragraph)
as of the test dates set forth in that paragraph (the "Guarantor SGA Covenant").
Guarantor  failed to comply with the  Guarantor SGA Covenant on the testing date
which  occurred  on  December  31,  2001.  As a result,  Lender has the right to
declare  an Event of Default  (the  "Event of  Non-Compliance").  Subject to the
conditions set forth in this Side Letter and the  termination  provisions of the
following paragraph,  during the period from the date of this Side Letter to and
including September 30, 2002 (the "End Date"),  Lender will not declare an Event
of Default as a result of the occurrence of the Event of Non-Compliance and will
forbear from exercise any remedies  under the Loan  Documents as a result of the
occurrence of the Event of Non-Compliance, but not as a result of the occurrence
of any other existing Events of Default or Incipient Default.

          1.1 Lender's  agreement to not declare an Event of Default as a result
     of the  occurrence of the Event of  Non-Compliance  and to so forbear shall
     automatically  terminate,  without  further  act or  instrument,  upon  the
     occurrence of any of the following events:

               (a) Borrower or Guarantor  repudiates or asserts a defense to any
          obligation or liability under the Loan Documents or makes or pursues a
          claim against Lender;

               (b)  Borrower or Guarantor  fails to timely  perform any of their
          respective  obligations (other than the Event of  Non-Compliance)  set
          forth  in  the  Loan  Documents  (after  giving  effect  to  the  then
          applicable  provisions  of  this  Side  Letter),  including,   without
          limitation,  Borrower's and Guarantor's  obligations contained in this
          Side Letter;

               (c) Borrower or Guarantor  makes an assignment for the benefit of
          creditors, or generally admits its inability to pay its obligations as
          they come due or files a  petition  in  bankruptcy  or an  involuntary
          petition  in  bankruptcy  is filed  naming  Borrower or  Guarantor  as
          debtor;

               (d)  Lender   hereafter   becomes   aware  of  (i)  any  fact  or
          circumstance  that Lender believes in good faith is reasonably  likely
          to impair  Lender's  security (other than those described in this Side
          Letter) or (ii) any Incipient  Defaults or Events of Default under the
          Loan Documents after giving effect to the then  applicable  provisions
          of this  Side  Letter  and  other  than the  Event of  Non-Compliance,
          whether now or existing or hereafter occurring,  which would give rise
          to a right by Lender to exercise any rights or remedies under the Loan
          Documents;

               (e)  Borrower  or   Guarantor  is  generally   not  paying  their
          respective debts as they become due; or


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March 28, 2002
Page 3

               (f)  Guarantor's  SGA Expenses  exceed  seventy  percent (70%) of
          Guarantor's  Net Sales,  determined  on a trailing  twelve  (12) month
          basis, on any of March 31, 2002, June 30, 2002, or September 30, 2002.
          For purposes of determining  Guarantor's compliance with the foregoing
          condition,  Guarantor's  SGA Expenses  shall be reduced by One Million
          Four Hundred Twenty Eight Thousand Dollars ($1,428,000),  representing
          certain  nonrecurring  costs incurred by Guarantor during the calendar
          quarter  ending  December  31,  2001 in  connection  with  Guarantor's
          efforts to refinance certain bond indebtedness owed by it.

          1.2 Upon  termination of Lender's  agreement to forbear,  Lender shall
     have the right,  in its  discretion,  to exercise  all rights and  remedies
     available  to Lender  under the Loan  Documents  with  respect  to any then
     Events  of   Default,   including,   without   limitation,   the  Event  of
     Non-Compliance.

          1.3  Lender's  agreement  to forbear as set forth in this Side Letter,
     pertains  only to the Event of  Non-Compliance  that arose on December  31,
     2001 and does not constitute a waiver of the obligation of the Guarantor to
     fully comply with the  Guarantor  SGA  Covenant  (as  modified  pursuant to
     paragraph 1.1(f) hereof solely for the testing dates occurring on March 31,
     2002, June 30, 2002 and September 30, 2002). Furthermore, the making of the
     agreements in this Side Letter does not constitute a waiver of the Event of
     Non-Compliance  or any  Events of  Default  or  Incipient  Defaults  now in
     existence.

          1.4 The  provisions  of  paragraph  1.1(f)  above do not  constitute a
     permanent  modification  to the  Guarantor  SGA  Covenant  and  Guarantor's
     compliance  with the  Guarantor  SGA  Covenant  on  December  31,  2002 and
     thereafter  shall be based upon the  Guarantor SGA Covenant as appearing in
     paragraph  4.1(k) of the  Guarantee  Agreement  as amended  pursuant to the
     foregoing Side Letter No. 5.

     2. Paragraph 4.1(j) of the Guarantee Agreement, as amended pursuant to that
certain  Amendment  No. 3 to Corporate  Guarantee  and  Subordination  Agreement
between the parties dated November 9, 2000, requires that the Guarantor maintain
a particular level of Adjusted Net Worth (as defined in that paragraph),  tested
quarterly at the  frequency  dates set forth in that  paragraph  (the "Net Worth
Covenant").  Effective  December 31,  2001,  the  Guarantee  Agreement is hereby
amended by deleting the Net Worth Covenant from the provisions  thereof.  To the
extent that Guarantor was out of compliance with the Net Worth Covenant prior to
December 31, 2001, such event of non-compliance is hereby waived by Lender.

     3. Paragraph S.5(a) of the Schedule  requires that SGA Expenses (as defined
in that  paragraph) not exceed a particular  percentage of Net Sales (as defined
in that  paragraph),  tested  quarterly at the frequency dates set forth in that
paragraph  (the  "Borrower  SGA  Covenant").  Effective  December 31, 2001,  the
Schedule is hereby  amended by  deleting  the  Borrower  SGA


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Raintree Resorts International, Inc.
March 28, 2002
Page 4


Covenant  from the  provisions  hereof.  To the extent that  Borrower was out of
compliance with the Borrower SGA Covenant prior to December 31, 2001, such event
of non-compliance is hereby waived by Lender.

     4.  Paragraph  S.5(c) of the Schedule  requires  that  Borrower  maintain a
particular  ratio of Adjusted  Current Assets (as defined in that  paragraph) to
Adjusted Current Liabilities (as defined in that paragraph), tested quarterly at
the frequency  dates set forth in that paragraph  (the "Quick Ratio  Covenant").
Effective  December  31, 2001,  the  Schedule is hereby  amended by deleting the
Quick Ratio  Covenant from the provisions  thereof.  To the extent that Borrower
was out of compliance  with the Quick Ratio Covenant prior to December 31, 2001,
such event of non-compliance is hereby waived by Lender.

     5. Borrower and Guarantor  acknowledge that Lender has not renewed and will
not renew its registration with the Mexican Ministry of Finance and as a result,
the amount of Impositions in the way of withholding  that Borrower must remit to
the Mexican  government  will  increase  effective  upon the  expiration  of the
current  registration.  As a further  result,  the  obligation  of  Borrower  to
"gross-up" any payment to be made to Lender or FPSI,  pursuant to the provisions
of paragraph  6.1(g) of the Loan Agreement,  shall likewise be increased so that
after taking into account such additional withholding obligations on the part of
the Borrower and after  taking into  account any further  Impositions  which are
required to be paid as a  consequence  of such  gross-up or increase,  Lender or
FPSI, as the case may be, receives an amount equal to the amount they would have
been entitled to receive in the absence of any withholding requirement. Borrower
and  Guarantor  acknowledge  and agree that Lender has no obligation to maintain
such Ministry of Finance registration.

     6. As partial  consideration for the agreements of Lender contained herein,
the  definition  of Basic  Interest  Rate  (Receivables)  appearing in paragraph
S.3(b) of the  Schedule  shall,  effective on April 1, 2002 and  thereafter,  be
amended and restated in its entirety to read as follows:

          "(b) P. 1. Basic  Interest  Rate  (Receivables):  Two percent (2%) per
     annum in excess of the Base Rate  fluctuating  monthly  on the first day of
     each calendar  month based upon the Base Rate in effect on such date. In no
     event,  however shall the Basic Interest Rate (Receivables) ever fall below
     seven and one-half percent (7.5%) per annum"

     7. Lender acknowledges that by means of an electronic mail message,  Lender
has been advised by the Borrower  that  Guarantor  has signed a letter of intent
with Mego  Financial  Corp.  ("Mego")  pursuant to which Mego intends to acquire
Guarantor.  Guarantor and Borrower acknowledge that paragraph 6.2(c) of the Loan
Agreement prohibits such acquisition without the prior written consent of Lender
and that Lender has not given such consent.

     8. The agreements of the Lender  contained  herein are conditioned upon the
occurrence of the following conditions subsequent:


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Raintree Resorts International, Inc.
March 28, 2002
Page 5

          (a) The  execution  by Borrower and  Guarantor  of a First  Allonge to
     First  Amended  and  Restated  Receivables   Promissory  Note,  in  a  form
     acceptable to Lender,  which  Borrower and  Guarantor  agree to execute and
     currently with the execution of this Side Letter; and

          (b) The payment by Borrower to Lender of an  accommodation  fee in the
     amount of Twenty Thousand Dollars ($20,000) which Borrower agrees to pay to
     Lender on or before April 5, 2002. The foregoing  accommodation fee is paid
     to Lender strictly in consideration  for the agreements of Lender contained
     herein and shall not be credited against any of the other Obligations.

     9. The waivers  contained in paragraphs 2, 3 and 4 hereof do not constitute
a waiver of any other now existing  Events of Default or Incipient  Defaults,  a
waiver of any rights  available  to Lender as a result of the  existence  of any
other  such  Events of  Default  (including,  without  limitation,  the Event of
Non-Compliance)  or Incipient Defaults or a waiver of the obligation on the part
of the Borrower and  Guarantor to fully,  strictly and timely comply with all of
the other duties, covenants and obligations owed by each of them to Lender. Time
is of the essence in the  performance of such duties,  covenants and obligations
and in the  event  the time is of the  essence  provision  has  previously  been
waived, such provision is hereby reinstated in full force and effect.

     10. Any further discussions by and among Borrower, Guarantor and Lender, if
any, and all such  discussions  in the past,  together with any other actions or
inactions taken by and among Borrower,  Guarantor and Lender,  shall not cause a
modification of the Loan  Documents,  establish a custom or waive (unless Lender
made such express waiver in writing), limit or condition the rights and remedies
of  Lender  under the Loan  Documents,  all of which  rights  and  remedies  are
expressly  reserved.  This  Side  Letter  is  not a  novation,  nor  is it to be
construed as a release,  waiver, extension of forbearance or modification of any
of the terms,  conditions,  representations,  warranties,  covenants,  rights or
remedies  set forth in any of the Loan  Documents,  except as  expressly  stated
herein.  Neither the failure nor delay by Lender to exercise its remedies  under
(i) the Loan Documents (whether before or after the date of this Side Letter) or
(ii) any  provision  of this Side  Letter,  shall be  deemed  to amend,  modify,
supplement,  extend, delay, renew, terminate,  waive, release or otherwise limit
or  prejudice   Lender's  rights  and  remedies  or  Borrower's  or  Guarantor's
obligations under the Loan Documents (after giving effect to the then applicable
provisions of this Side Letter) including, but not limited to, Lender's right to
receive  full  payment  of  principal  and  interest  as well  as late  charges,
delinquent  interest,  attorneys'  fees and  expenses  and other  charges to the
extent provided in the Loan Documents, nor shall it affect the relative priority
of Lender's  security  interest in the  Collateral.  Borrower  understands  that
nothing  referred to above shall  operate to prohibit,  restrict or to otherwise
inhibit  Lender from  exercising  any right or remedy it may have under the Loan
Documents or constitute a cure of any Event of Default or Incipient Default and,
without limitation,  shall not extend any applicable reinstatement or redemption
period.  In the event that there is an Event of Default or Incipient Default now
existing or hereafter arising, other than the

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Raintree Resorts International, Inc.
March 28, 2002
Page 6


Event of  Non-Compliance  that arose on December 31,  2001,  Lender shall not be
obligated to forbear and may  immediately  enforce any and all of its rights and
remedies.

     11. (a) Borrower and Guarantor hereby  reaffirm,  as if made as of the date
hereof, all of their respective  representations and warranties contained in the
Loan  Documents.  Borrower and  Guarantor  furthermore  reaffirm  the  validity,
enforceability  and legality of the Loan  Documents,  and all  provisions of the
Loan Documents, as modified, are hereby confirmed and ratified. Without limiting
the  generality of the  foregoing,  Borrower  hereby  reaffirms the validity and
enforceability  of the security  interests  granted to Lender in the Collateral.
Borrower  confirms  that such  security  interests  will  continue to secure the
timely  and  faithful  performance  of  all  Obligations,   including,   without
limitation,  the obligations  under this Side Letter. In the event of a conflict
or  inconsistency  between the provisions of the Loan Agreement or the Guarantee
Agreement,  as  amended  up  through  the  date of  this  Side  Letter,  and the
provisions of this Side Letter, the provisions of this Side Letter will prevail.
All terms,  conditions and  provisions of the Loan  Documents,  as amended,  are
continued  in full force and effect and will  remain  unaffected  and  unchanged
except as specifically amended or modified hereby.

          (b) Borrower and Guarantor acknowledge that Lender has performed,  and
     is not in default of, its obligations under the Loan Documents;  that there
     are  no  offsets,   defenses  or  counterclaims  with  respect  to  any  of
     Borrower's,  Guarantor's  or any other party's  obligations  under the Loan
     Documents;  and that Lender has not directed Borrower to pay or not pay any
     of Borrower's  payables.  Neither Borrower nor Guarantor  presently has any
     existing  claims,  defenses  (personal  or  otherwise)  or rights of setoff
     whatsoever against Lender or with respect to the Obligations.  Borrower and
     Guarantor  furthermore  agree  that  they  have no  defense,  counterclaim,
     offset, cross-complaint, claim or demand of any nature whatsoever which can
     be asserted as a basis to seek affirmative relief or damages from Lender.

          (c) Borrower acknowledges that the indebtedness  evidenced by the Loan
     Documents  is just  and  owing  and  agrees  to pay  such  indebtedness  in
     accordance  with the terms of the Loan  Documents.  Borrower and  Guarantor
     further  acknowledge  and  represent  that no  event  has  occurred  and no
     condition  presently  exists  that would  constitute  a default or event of
     default by Lender under the Loan Documents, with or without notice or lapse
     of time.  Borrower and Guarantor hereby ratify,  reaffirm,  acknowledge and
     agree that the Loan Agreement,  the Guarantee  Agreement and the other Loan
     Documents  represent  valid,  enforceable  and  collectable  obligations of
     Borrower and Guarantor.

     12. In partial  consideration of the agreements of Lender contained herein,
Borrower and Guarantor  hereby  release,  remise,  acquit and forever  discharge
Lender and Lender's employees, agents, representatives,  consultants, attorneys,
fiduciaries,  servants, officers, directors, partners, predecessors,  successors
and assigns, subsidiary corporations, parent corporations, and

<PAGE>
Raintree Resorts International, Inc.
March 28, 2002
Page 7


related  corporate  divisions  (all  of the  foregoing  hereinafter  called  the
"Released Parties"),  from any and all actions and causes of action,  judgments,
executions, suits, debts, claims, demands, liabilities, obligations, damages and
expenses of any and every character,  known or unknown,  direct and/or indirect,
at law or in  equity,  of  whatsoever  kind or  nature,  whether  heretofore  or
hereafter  arising,  for or  because of any  matter or things  done,  omitted or
suffered to be done by any of the Released  Parties  prior to and  including the
date and execution hereof,  and in any way directly or indirectly arising out of
or in any way connected to this Side Letter,  the Loan Agreement,  the Guarantee
Agreement or the other Loan Documents (all of the foregoing  hereinafter  called
the "Released Matters"); provided, however, that the foregoing release shall not
apply to discharge Lender from any obligations  which are expressly imposed upon
Lender  pursuant  to the  terms of this Side  Letter,  the Loan  Agreement,  the
Guarantee  Agreement or the other Loan Documents,  as modified  through the date
hereof. Borrower and Guarantor acknowledge that the agreements in this paragraph
are  intended  to be in full  satisfaction  of all or any  alleged  injuries  or
damages arising in connection with the Released Matters.  Borrower and Guarantor
represents  and  warrants to Lender that they have not  purported  to  transfer,
assign  or  otherwise  convey  any  right,  title or  interest  of  Borrower  or
Guarantor, respectively, in any Released Matter to any other Person and that the
foregoing constitutes a full and complete release of all Released Matters.

     13.  Borrower and  Guarantor  represent  and warrant that (i) they have the
full power and  authority  to execute and  deliver  this Side  Letter;  (ii) all
action  necessary  and  required  by  Borrower's  and  Guarantor's  Articles  of
Organization  and all other Legal  Requirements  for Borrower  and  Guarantor to
execute and deliver this Side Letter have been duly and effectively taken; (iii)
this Side  Letter  does not  violate  or  constitute  a default or result in the
imposition  of a lien under the terms or  provisions  of any  agreement to which
Borrower or Guarantor is a party; and (iv) no consent of any governmental agency
or any other  person not a party to this Side Letter is or will be required as a
condition to the execution, delivery or enforceability of this Side Letter.

     14. Guarantor  acknowledges and agrees that the obligations of the Borrower
under this Side Letter constitute  additional  obligations of the Borrower,  the
performance of which are guaranteed under the Guarantee Agreement.

     15. This Side Letter will not be binding upon Lender  until,  in the manner
required  below,  it has been  accepted by Borrower and  Guarantor,  and once so
accepted and agreed to this Side Letter shall be deemed to amend and  supplement
the Loan Agreement and Guarantee Agreement, constitute one of the Loan Documents
and the  obligations  of the Borrower  under this Side Letter shall be deemed an
Obligation.

     16. THIS SIDE LETTER SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ARIZONA WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

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Raintree Resorts International, Inc.
March 28, 2002
Page 8

     17.  Borrower  shall  pay  to or  reimburse  Lender  for  all  of  Lender's
out-of-pocket  expenses incurred in connection with the preparation of this Side
Letter, including without limitation, attorney's fees and costs.

     18. This Side Letter may be  executed in  counterparts,  each 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 addition,  this
Side Letter may be executed by facsimile and such facsimile  signatures shall be
deemed original signatures for all purposes.

                            [SIGNATURE PAGE FOLLOWS]


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Raintree Resorts International, Inc.
March 28, 2002
Page 9

     In  the  event  the  foregoing  represents  an  accurate  statement  of the
agreements  that have been  reached,  please sign and return a copy of this Side
Letter to the undersigned.

                                          Sincerely yours,

                                          FINOVA CAPITAL CORPORATION, a Delaware
                                          corporation


                                          By /s/ Gayle R. McKenzie
                                            ------------------------------------
                                          Name:     Gayle R. McKenzie
                                            ------------------------------------
                                          Title:  Vice President
                                              ----------------------------------



                     [ACCEPTANCE APPEARS ON FOLLOWING PAGES]


<PAGE>
Raintree Resorts International, Inc.
March 28, 2002
Page 10

Accepted this 28th day of March, 2002.

BORROWER

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


By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

<PAGE>
Raintree Resorts International, Inc.
March 28, 2002
Page 11


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
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------


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
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------


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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------

<PAGE>
Raintree Resorts International, Inc.
March 28, 2002
Page 12


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

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------



RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation

By: /s/ Douglas Y. Bech
    ---------------------
    Name:Douglas Y. Bech
         ---------------
    Title: CEO
          ---------------