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                                                                    EXHIBIT 10.2



                         REGISTRATION RIGHTS AGREEMENT

         This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July
27, 1998, is by and among Raintree Resorts International, Inc., a Nevada
corporation (the Company), and those stockholders of the Company listed on
Schedule A (collectively, the Stockholders).

                                    RECITALS

         A.  Pursuant to the Stock Purchase Agreement (the Stock Purchase
             Agreement), by and among the Company, the Stockholders, Whiski
             Jack Resorts, Ltd. and Northface Realty, Ltd., dated July 27,
             1998, the Stockholders will be issued Subsidiary Preferred (as
             defined in the Stock Purchase Agreement and all such shares are
             referred to as the Exchange Shares). Each Exchange Share will give
             the applicable Stockholder the right to purchase one share of the
             Company's Common Stock, par value $.001 (the Common Stock). Each
             Stockholder will hold the number of shares of Convertible
             Preferred (as defined in the Stock Purchase Agreement) listed on
             Schedule A.

         B.  The Company desires to grant the Stockholders the registration 
             rights contained herein and the Stockholders desire to provide for
             the controlled distribution of their shares of common stock.

                                   AGREEMENT

       NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each Stockholder and the Company, the parties hereto agree as
follows:


                                   SECTION 1
                                  DEFINITIONS

         1.1    SPECIFIC DEFINITIONS. The following terms are defined as
follows:

         Affiliate is defined in Rule 12b-2 under the Exchange Act.

         Board means the board of directors of the Company.

         Common Stock is defined in the Recitals.

         Effective Time means the date that is 180 days after an IPO.

         Exchange Act means the Securities Exchange Act of 1934, as amended.

         Indemnified Party is defined in Section 6.3.

         Indemnifying Party is defined in Section 6.3.
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         Inspectors is defined in Section 3.1 (k).

         IPO means the first firm, underwritten, public offering of the
Company's common stock pursuant to a registration statement filed with the
Securities and Exchange Commission.

         Loss or Losses is defined in Section 6. 1.

         Person means any business entity (including, without limitation, a
corporation, partnership (limited or general), limited liability company or
business trust) or a natural person.

         Prospectus is defined in Section 6. 1.

         Register, registered and registration and words of similar import mean
a registration effected by preparing and filing with the SEC a registration
statement in compliance with the Securities Act, and the declaration and
ordering by the SEC of effectiveness of such registration statement or
document.

         Registrable Common Stock means (i) any Common Stock issued to the
Stockholders on exchange of the Exchange Shares and any securities issued or
issuable in respect of any Registrable Common Stock by way of any stock split
or stock dividend or in connection with any combination of shares,
recapitalization, merger, consolidation, reorganization or otherwise and (ii)
any other Common Stock issued to the Stockholders pursuant to a resolution of
the Board stating that such Common Stock shall be deemed Registrable Common
Stock under this Agreement.

         SEC means the United States Securities and Exchange Commission.

         Securities Act means the Securities Act of 1933, as amended.

                                   SECTION 2
                              REGISTRATION RIGHTS

         2.1      DEMAND REGISTRATION RIGHTS

         (a)     (i)      Upon receipt of a written request from holders of
more than 50% of the aggregate of the Exchange Shares and Registrable Common
Stock after the Effective Time, to register under the Securities Act (whether
for purposes of a public offering, an exchange offer or otherwise) all or part
of Registrable Common Stock held by such Stockholders, the Company shall as
expeditiously as reasonably possible prepare and file, and use its best efforts
to cause to become effective as soon thereafter as practicable, a registration
statement under the Securities Act to effect the offering of such Registrable
Common Stock in the manner specified in such request, including, without
limitation, on a "shelf" or "delayed" basis; and (ii) the Company shall be
entitled to select and retain one or more investment bankers or managers
reasonably acceptable to the Stockholders in connection with any underwritten
offerings made pursuant to this Section 2.1.



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         (b)     TERMS AND CONDITIONS OF DEMAND REGISTRATION RIGHTS.
Notwithstanding anything to the contrary contained elsewhere herein, the
registration rights granted to the Stockholders in Section 2.1(a) are expressly
subject to the following terms and conditions:

                 (i)      Upon receipt of a request to register Registrable
Common Stock pursuant to Section 2.1(a), the Company shall give the
Stockholders prompt written notice of the proposed registration and will give
such Stockholders the right to include their shares of Registrable Common Stock
in such registration on the same terms and conditions as the requesting
Stockholders. Each Stockholder so notified shall have 20 days to request that
their Registrable Common Stock be included in such registration. Failure to so
request shall be deemed a waiver of such Stockholder's rights with respect to
such registration unless such registration is not completed.

                 (ii)     The Company shall not be required to include a
Stockholder's Registrable Common Stock in an offering unless such Stockholder
accepts the terms of the underwriting agreement between the Company and the
managing underwriter or underwriters and otherwise complies with the provisions
of  Section 6. If the Stockholder accepts the terms of the underwriting
agreement and otherwise complies with the provisions of Section 6, then the
securities to be included in such offering shall be allocated first to the
Stockholders requesting registration of their Registrable Common Stock
hereunder, and then, to the extent that any additional securities can, in the
good faith judgment of such managing underwriter or underwriters, be sold
without creating any such jeopardy to the success of such offering, among the
Company and other Persons having the right to register securities in connection
with such registration. To the extent it is impracticable to include all of the
Registrable Common Stock requested to be included in such registration, then
the shares of Registrable Common Stock to be sold shall be allocated pro rata
among each Stockholder participating in the offering based upon the number of
shares of Registrable Common Stock initially requested to be sold by each such
Stockholder. If the underwriters determine that less than 25% of the original
shares of Registrable Common Stock requested to be included in such
registration cannot be registered, then the holders of 51% of the Registrable
Common Stock requested to be included may withdraw the request for registration
and such request shall not count hereunder.

                 (iii)    The Stockholders shall be entitled to one request to
register Registrable Common Stock under the terms of Section 2.1(a). Such
request shall include a request as to whether the requesting Stockholders
desire such registration to be a firm underwritten registration or a continuous
or "shelf" registration; provided that the Company shall not be required to
comply with a request for a "shelf" registration if its Board of Directors
determines that such an action would be harmful to the Company's stock price or
otherwise. A "request" as it is used in this subparagraph (iii) shall be deemed
to have occurred only upon completion of a requested registration and the
subsequent sale of Registrable Common Stock.

                 (iv)     In no event shall the Registrable Common Stock to be
offered under a registration statement prepared and filed pursuant to Section
2.1(a) constitute less than 5% of the then outstanding shares of Common Stock,
unless the shares of Registrable Common Stock to be offered comprise all of the
shares of Registrable Common Stock held (or capable of being held upon exchange
of all of the Exchange Shares) by all of the Stockholders. For purposes of
meeting the 5% threshold of this Section 2.1(b)(iv), the Stockholders may
aggregate their shares of Registrable Common Stock to be included therein.





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                 (v)      The Company shall be entitled to defer for a
reasonable period of time, but not in excess of 90 days, the filing of any
registration statement otherwise required to be prepared and filed by it under
Section 2.1(a) if the Company notifies the Stockholders having made a
registration request within ten business days after the Company has received
the registration request under Section 2.1 that the Company (i) is at such time
conducting or about to conduct an underwritten public offering of its
securities for its own account and the Board determines in good faith that such
offering would be materially adversely affected by such registration requested
by the Stockholders or (ii) would be required to disclose in such registration
statement information not otherwise then required by law to be publicly
disclosed and, in the good faith judgment of the Board, such disclosure might
adversely affect any material business transaction or negotiation in which the
Company is then engaged. If the Company elects to defer the filing of a
registration statement pursuant to this Section 2.1(b)(v), the Stockholders may
withdraw their request, in writing, during the time of such deferral and such
request shall not be counted toward the limit set forth in Section 2.1(b)(iii).

                 (vi)     The Stockholders shall not be entitled to exercise
their rights pursuant to Section 2.1(a) during the 180-day period immediately
following the effective date of any registration statement filed by the Company
under the Securities Act (other than on Form S-8 or another similar form) in
respect of an offering or sale of securities of the Company by or on behalf of
the Company or any other stockholder of the Company.

                 (vii)    If some but less than all of a Stockholder's shares
of Registrable Common Stock are included in an offering contemplated by a
registration statement pursuant to Section 2.1(a) and the offering is an
underwritten offering, such Stockholder shall execute one or more "lockup"
letters, in customary form, setting forth an agreement by such Stockholder not
to offer for sale, sell, grant any option for the sale of, or otherwise dispose
of, directly or indirectly, any shares of Common Stock, or any securities
convertible into or exchangeable into or exercisable for any shares of Common
Stock, for a period of not longer than that which any investment banker or
manager engaged in connection with such offering may reasonably request from
the date such offering commences.

                                   SECTION 3
                                   COVENANTS

         3.1     COVENANTS OF THE COMPANY. In connection with any offering of
shares of Registrable Common Stock pursuant to this Agreement, the Company
shall:

                 (a)      Prepare and file with the Commission such amendments
         and post-effective amendments to the registration statement as may be
         necessary to keep the registration statement effective for a period of
         not less than 60 days, or such shorter period which will terminate
         when all Registrable Common Stock covered by such registration
         statement has been sold or withdrawn at the request of participating
         holders of Common Stock and cause the prospectus to be supplemented by
         any required prospectus supplement, and as so supplemented to be filed
         pursuant to Rule 424 under the Securities Act;





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                 (b)      Make available to each Stockholder and to each
         managing underwriter, if any, (i) at least two business days prior to
         filing with the SEC, any registration statement covering shares of
         Registrable Common Stock, any amendment or supplement thereto, and any
         prospectus used in connection therewith, which documents will be
         subject to the reasonable review of such Stockholders and such
         underwriter, and, with respect to a registration statement prepared
         pursuant to Section 2, the Company shall not file any such documents
         with the SEC to which any such Stockholder shall reasonably object;
         and (ii) a copy of any and all transmittal letters or other
         correspondence with the SEC or any other governmental agency or
         self-regulatory body or other body having jurisdiction (including any
         domestic or foreign securities exchange) relating to such offering of
         shares of Registrable Common Stock;

                 (c)      Furnish to each Stockholder and each managing
         underwriter, if any, such number of copies of such registration
         statement, each amendment and supplement thereto (in each case
         including all exhibits thereto and documents incorporated by reference
         therein) and the prospectus included in such registration statement
         (including each preliminary prospectus and prospectus supplement) as
         such Stockholder or such underwriter may reasonably request to
         facilitate the sale of the shares of Registrable Common Stock;

                 (d)      After the filing of such registration statement,
         promptly notify each Stockholder of any stop order issued or, to the
         knowledge of the Company, threatened to be issued by the SEC and
         promptly take all reasonable actions to prevent the entry of such stop
         order or to obtain its withdrawal if entered;

                 (e)      Use its commercially reasonable efforts to qualify
         such shares of Registrable Common Stock for offer and sale under the
         securities, "blue sky" or similar laws of such jurisdictions
         (including any foreign country or any political subdivision thereof in
         which shares of Common Stock are then listed) as any Stockholder or
         any underwriter shall reasonably request and use its commercially
         reasonable effort, to obtain all appropriate registrations, permits
         and consents required in connection therewith, except that the Company
         shall not for any such purpose be required to qualify generally to do
         business as a foreign corporation in any jurisdiction where it is not
         so qualified, or to subject itself to taxation or to file a general
         consent to service of process in any such jurisdiction;

                 (f)      Furnish to each managing underwriter, if any, an
         opinion of counsel for the Company addressed to each of them, dated as
         of the date of the closing of the offering of shares of Registrable
         Common Stock, and a "comfort" letter or letters signed by the
         Company's independent public accountants, each in reasonable and
         customary form and covering such matters of the type customarily
         covered by opinions or comfort letters delivered by such parties in
         underwritten public offerings, and use its commercially reasonable
         efforts to have copies of such opinions and comfort letters delivered
         to each Stockholder participating in the offering;

                 (g)      Promptly inform each Stockholder (i) in the case of
         any offering of shares of Registrable Common Stock in respect of which
         a registration statement is filed under the Securities Act, of the
         date on which such registration statement or any post-effective





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         amendment thereto becomes effective and, if applicable, of the date of
         filing a Rule 430A prospectus (and, in the case of an offering abroad
         of shares of Registrable Common Stock, of the date when any required
         filing under the securities and other laws of such foreign
         jurisdictions shall have been made and when the offering may be
         commenced in accordance with such laws) and (ii) of any request by the
         SEC, any securities exchange, government agency, self-regulatory body
         or other body having jurisdiction for any amendment of or supplement
         to any registration statement or preliminary prospectus or prospectus
         included therein or any offering memorandum or other offering document
         relating to such offering;

                 (h)      Subject to Section 3.1(j), until the earlier of (i)
         such time as all of the shares of Registrable Common Stock being
         offered have been disposed of in accordance with the intended method
         of disposition by such Stockholder set forth in the registration
         statement or other offering document (and the expiration of any
         prospectus delivery requirements in connection therewith) or (ii) the
         expiration of 120 days after such registration statement or other
         offering document becomes effective (unless the offering is a
         continuous offering of securities under Rule 415, in which case until
         the earliest of the date the offering is completed and the second
         anniversary of such effective date; provided, that if the
         effectiveness of such registration statement is suspended for any
         reason, then the period contemplated by clause (i) above shall extend
         for the time such registration statement's effectiveness was
         suspended) keep effective and maintain any registration, qualification
         or approval obtained in connection with the offering of the shares of
         Registrable Common Stock, and amend or supplement the registration
         statement or prospectus or other offering document used in connection
         therewith to the extent necessary to comply with applicable securities
         laws;

                 (i)      Use its commercially reasonable efforts to have the
         shares of Registrable Common Stock listed on any domestic and foreign
         securities exchanges on which the Common Stock is then listed;

                 (j)      As promptly as practicable, notify each Stockholder
         at any time when a prospectus relating to the sale of the shares of
         Registrable Common Stock is required by law to be delivered in
         connection with sales by an underwriter or dealer, of the occurrence
         of an event requiring the preparation of a supplement or amendment to
         such prospectus so that, as thereafter delivered to the purchasers of
         such shares, such prospectus will not contain an untrue statement of a
         material fact or omit to state any material fact required to be stated
         therein or necessary to make the statement therein, in light of the
         circumstances under which they were made, not misleading, and as
         promptly as practicable make available to each Stockholder and to each
         managing underwriter, if any, any such supplement or amendment; if the
         Company shall give such notice, the Company shall extend the period
         during which such registration statement shall be maintained effective
         as provided in Section 3.1(a) or Section 3.1(j) by the number of days
         during the period from and including the date of the giving of such
         notice to the date when the Company shall make available to each
         Stockholder such supplemented or amended prospectus;

                 (k)      Make available for inspection during the normal
         business hours of the Company by any Stockholder, any underwriter
         participating in such offering, and any attorney, accountant or other
         agent retained by any such Stockholder or any such





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         underwriter in connection with the sale of shares of Registrable
         Common Stock (collectively, the Inspectors), all relevant financial
         and other records, pertinent corporate documents and properties of the
         Company as shall be reasonably necessary to enable them to exercise
         their due diligence responsibility, and cause the officers, directors
         and employees of the Company to supply all information reasonably
         requested by any such Inspector in connection with such registration
         statement; provided, however, that (i) in connection with any such
         inspection, any such Inspectors shall cooperate to the extent
         reasonably practicable to minimize any disruption to the operation by
         the Company of its business and (ii) any records, information or
         documents shall be kept confidential by such Inspectors, unless (A)
         such records, information or documents are in the public domain or
         otherwise publicly available or (B) disclosure of such records,
         information or documents is required by a court or administrative
         order or by applicable law and notice of such requirement is promptly
         given to the Company after being received;

                 (l)      Enter into usual and customary agreements (including
         an underwriting agreement in usual and customary form) and take such
         other actions as are reasonably required to expedite or facilitate the
         sale of the Registrable Common Stock.

                 (m)      Make "generally available to its security holders"
         (within the meaning of Rule 158 under the Securities Act) an earnings
         statement satisfying the provisions of Section 11(a) of the Securities
         Act and Rule 158 thereunder no later than 45 days after the end of the
         12-month period beginning with the first day of the Company's first
         fiscal quarter commencing after the effective date of the registration
         statement, which earnings statement shall cover said 12-month period;

                 (n)      If requested by the managing underwriter or
         underwriters or the Stockholder, promptly incorporate in a prospectus
         supplement or post-effective amendment such information as the
         managing underwriter or underwriters or any participating Stockholder,
         as the case may be, reasonably requests to be included therein,
         including, without limitation, information with respect to the number
         of shares of Registrable Common Stock being sold by the Stockholder to
         any underwriter or underwriters, the purchase price being paid
         therefor by such underwriter or underwriters and with respect to any
         other terms of an underwritten offering of the Registrable Common
         Stock to be sold in such offering, and promptly make all required
         filings of such prospectus by supplement or post-effective amendment;
         and

                 (o)      Take all other commercially reasonable steps
         necessary to effect the registration of the Registrable Common Stock
         contemplated hereby.

         3.2     COVENANT OF STOCKHOLDERS. Each Stockholder agrees and
covenants that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3.1(j), such Stockholder will
forthwith discontinue disposition of Registrable Common Stock pursuant to the
registration statement covering such Registrable Common Stock until such
Stockholder's receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3.1(j), and, if so directed by the Company, such
Stockholder will deliver to the Company all copies, other than permanent file
copies, then in such Stockholder's possession of the most recent prospectus
covering such Registrable Securities at the time of receipt of such notice.





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                                   SECTION 4
             RESTRICTIONS ON PUBLIC SALE BY THE COMPANY AND OTHERS

         The Company agrees not to effect any public sale or distribution of
any securities during the 30-day period commencing on the effective date of a
registration statement filed pursuant to Section 2.1, except in connection with
any merger, acquisition, exchange offer, or any other business combination,
including any transaction within the scope of Rule 145 promulgated pursuant to
the Securities Act, subscription offer, dividend reimbursement plan or stock
option or other director or employee incentive or benefit plan;

                                   SECTION 5
                                    EXPENSES

         All expenses incurred in connection with the registration of
Registrable Common Stock, including, without limitation, all filing fees,
escrow fees, fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements, if any, of the Company's counsel in
connection with blue sky qualifications of the Registrable Common Stock),
rating agency fees, printing expenses, messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
the Company's officers and employees performing legal or accounting duties),
the fees and expenses incurred in connection with the listing of the securities
to be registered on each securities exchange on which similar securities issued
by the Company are then listed, and fees and disbursements of counsel for the
Company and the Company's independent certified public accountants (including
the expenses of any special audit or "cold comfort" letters required by or
incident to such performance) directly attributable to the registration of
securities, Securities Act liability insurance (if the Company elects to obtain
such insurance), and the fees and expenses of any special experts or other
persons retained by the Company will be borne by the Stockholders. The Company
shall have no obligation to pay and shall not pay any underwriting fees,
discounts or commissions in connection with any Registrable Common Stock
registered pursuant to this Agreement or any out-of-pocket expenses (including,
without limitation, legal fees) of the holders thereof in connection therewith.

                                   SECTION 6
                                INDEMNIFICATION

         6.1     INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify and hold harmless each Stockholder, its officers, directors and
agents, and will agree to indemnify and hold harmless any underwriter of
Registrable Common stock, and each person, if any, who controls any of the
foregoing persons within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (individually, a Loss; collectively, Losses) arising
from or caused by (a) any untrue statement or alleged untrue statement of a
material fact contained in any registration statement or prospectus relating to
the Registrable Common Stock (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) or any preliminary
prospectus, or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and (b) any violation or alleged violation





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by the Company of the Securities Act, any blue sky laws, securities laws or
other applicable laws of any state in which shares of Registrable Common Stock
are offered and relating to action or inaction required of the Company in
connection with such offering; and will reimburse each such person for any
legal or other out-of-pocket expenses reasonably incurred in connection with
investigating, or defending against, any such Loss (or any proceeding in
respect thereof), subject to Section 6.3, except that the indemnification
provided for in this Section 6.1 shall not apply to Losses that are caused by
any such untrue statement or omission or alleged untrue statement or omission
based upon and in conformity with information furnished in writing to the
Company by or on behalf of any Stockholder expressly for use therein.
Notwithstanding the foregoing, the Company shall not be liable in any such case
to the extent that any such Loss arises out of, or is based upon, an untrue
statement or alleged untrue statement or omission or alleged omission made in
any preliminary prospectus if (i) a Stockholder failed to send or deliver a
copy of the prospectus included in the relevant registration statement at the
time it became effective (the Prospectus) with or prior to the delivery of
written confirmation of the sale of Registrable Common Stock to the person
asserting such Loss or who purchased such Registrable Common Stock which are
the subject thereof if, in either case, such delivery is required by the
Securities Act and (ii) the Prospectus would have corrected such untrue
statement or omission or alleged untrue statement or alleged omission; and the
Company shall not be liable in any such case to the extent that any such Loss
arises out of, or is based upon, an untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact in the Prospectus, if such untrue statement or alleged untrue
statement or omission or alleged omission is corrected in any amendment or
supplement to the Prospectus and if, having previously been furnished by or on
behalf of the Company with copies of the Prospectus as so amended or
supplemented, a Stockholder thereafter fails to deliver such Prospectus as so
amended or supplemented prior to or concurrently with the sale of Registrable
Common Stock if such delivery is required by the Securities Act.

         6.2     INDEMNIFICATION BY STOCKHOLDERS. Each Stockholder agrees to
indemnify and hold harmless the Company, its officers and directors, and each
person, if any, who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent
as the indemnity made pursuant to Section 6.1(a) from the Company to such
Stockholder, but only with reference to (a) information furnished in writing by
or on behalf of such Stockholder expressly for use in any registration
statement or prospectus relating to shares of Registrable Common Stock, or any
amendment or supplement thereto, or any preliminary prospectus or (b) any
Losses of the Company that would not have been incurred but for such
Stockholder failing to deliver an amended Prospectus as contemplated by the
last sentence of Section 6.1.

         6.3     CONDUCT OF INDEMNIFICATION PROCEEDINGS. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section 6.1 or
6.2, such person (the Indemnified Party) shall promptly notify the person
against whom such indemnity may be sought (the Indemnifying Party) in writing,
provided that the omission to so notify the Indemnifying Party will not relieve
the Indemnifying Party of any liability it may have under this Agreement or
otherwise except to the extent of any Loss arising from such omission. The
Indemnifying Party, upon the request of the Indemnified Party, shall retain
counsel reasonably satisfactory to such Indemnified Party to represent such
Indemnified Party and any others the Indemnifying Party may designate in such
proceeding and





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<PAGE>   10
shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any Indemnified Party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Party unless (a) the Indemnifying Party and
the Indemnified Party shall have mutually agreed to the retention, (b) the
Indemnifying Party shall have failed to comply with its obligations under the
preceding sentence or (c) the Indemnified Party shall have been advised by the
Indemnifying Party's counsel in writing that actual or potential differing
interests exist between the Indemnifying Party and the Indemnified Party. The
Indemnifying Party shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably
withheld. The Indemnifying Party shall not agree to any settlement as the
result of which any remedy or relief, other than monetary damages for which the
Indemnifying Party shall be fully responsible, shall be applied to or against
an Indemnified Party without the prior written consent of such Indemnified
Party.

         6.4     CONTRIBUTION. If the indemnification provided for in this
Section 6.4 from the Indemnifying Party is unavailable to an Indemnified Party
hereunder in respect of any Losses referred to therein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Losses in
such proportion to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the Losses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 6.3, any legal or other fees or expenses reasonably incurred
by such party in connection with any investigation or proceeding. No party
shall be liable for contribution with respect to any action or claim settled
without its written consent, which consent shall not be unreasonably withheld.

         Notwithstanding the provisions of this Section 6.4, no Stockholder
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Common Stock of such Stockholder was
offered to the public exceeds the amount of any damages which such Stockholder
has otherwise been required to pay due to such untrue or alleged untrue
statement or omission of alleged omission.

         The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 6.4 were determined by pro rata
allocation or by any other method of allocation which does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.





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                                   SECTION 7
                                  TERMINATION

         This Agreement shall terminate with respect to any Stockholder and
their Common Stock upon the earlier of (a) the first such instance as such
Stockholder ceases to own any shares of Registrable Common Stock or any
Exchange Shares or (b) with respect to Stockholders that hold less than 10%
(including Common Stock purchasable upon exchange of the Exchange Shares) of
the issued and outstanding Common Stock (other than with respect to any such
Stockholder that is an Affiliate of the Company), the second anniversary (or if
the holding period for non affiliates contemplated by Rule 144(d)(1) under the
Securities Act is amended, such amount of time) of the date such Stockholder
purchased the last share of Registrable Common Stock that such Stockholder
purchased from the Company. For this Section 7, a Stockholder shall be deemed
to own any and all Registrable Common Stock owned by (i) such Stockholder and
(ii) its Affiliates.  Notwithstanding the foregoing, the Company's and
Stockholders' rights, duties and obligations under Section 5 and Section 6
shall survive the termination of this Agreement.

                                   SECTION 8
                             AVAILABLE INFORMATION

         The Company shall take such reasonable actions and file such
information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 and Rule 144A, or any successor
provisions.

                                   SECTION 9
                              ASSIGNMENT OF RIGHTS

         9.1     ASSIGNMENT OF RIGHTS. The rights of any Stockholder under this
Agreement with respect to any Registrable Common Stock owned by such
Stockholder may not be assigned, except to (i) an Affiliate, or (ii) another
Stockholder having rights to register securities hereunder.

                                   SECTION 10
                                 MISCELLANEOUS

         10.1    PROVISION OF INFORMATION. Each Stockholder shall, and shall
cause it officers, directors, employees and agents to complete and execute all
such questionnaires as the Company shall reasonably request in connection with
any registration pursuant to this Agreement.

         10.2    INJUNCTIONS. Irreparable damage would occur if any of the
provisions of this Agreement were not performed in accordance with its
specified terms or were otherwise breached. Therefore, the parties hereto shall
be entitled to an injunction or injunctions to prevent breaches of the
provisions of this Agreement and to enforce specifically the terms of
provisions hereof in any court having jurisdiction, such remedy being in
addition to any other remedy to which they may be entitled at law or in equity.

         10.3    SEVERABILITY. If any term or provision of this Agreement is
held by a court of competent jurisdiction to be unenforceable, the remainder of
the terms and provisions set forth





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<PAGE>   12
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term or provision.

         10.4    FURTHER ASSURANCES. Subject to the specific terms of this
Agreement, each Stockholder and the Company shall make, execute, acknowledge
and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.

         10.5    ENTIRE AGREEMENT; MODIFICATION. This Agreement contains the
entire understanding of the parties with respect to the transactions
contemplated hereby and supersedes all agreements and understandings entered
into prior to the execution hereof. This Agreement may be modified or
provisions may be waived hereunder only by a written instrument duly executed
by or on behalf of the Company and other Stockholders who collectively own in
excess of 50% of the aggregate of the Exchange Shares and Registrable Common
Stock; provided that no such amendment which materially and adversely effects
less than all holders of the Exchange Shares and Registrable Common Stock shall
be effective except with respect to such materially and adversely affected
holders that consent to such amendment in writing. In addition, shares of
Common Stock and Stockholders may be added to this Agreement upon the
resolution of a majority of the Board of Directors of the Company to such
effect.

         10.6    COUNTERPARTS. For the convenience of the parties hereto, any
number of counterparts of this Agreement may be executed by the parties hereto,
but all such counterparts shall be deemed one and the same instrument.

         10.7    NOTICES. All notices, consents, requests, demands, and other
communications hereunder shall be in writing and shall be given by hand or by
mail (return receipt requested) or sent by overnight delivery service, cable,
telegram, or facsimile transmission to the parties at the address specified
beside each party's name on the signature pages hereto or at such other address
as shall be specified by the parties by like notice.

         Notice so given shall, in the case of notice so given by mail, be
deemed to be given and received on the fourth business day after posting, in
the case of notice so given by overnight delivery service, on the day after
notice is deposited with such service, and in the case of notice so given by
cable, telegram, facsimile transmission or, as the case may be, personal
delivery, on the date of actual delivery.

         10.8    GOVERNING LAW. This Agreement is governed by the laws of the
state of Texas without regard to any choice of law principles.





                                       12
<PAGE>   13
         10.9    SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of and be enforceable by and against the
successors and permitted assigns of the parties hereto, including and without
the need for an express assignment, subsequent holders of Registrable Common
Stock that are permitted assigns pursuant to Section 9.1. Except as provided
herein, the parties may not assign their rights under this Agreement and the
Company may not delegate its obligations under this Agreement. Any attempted
assignment or delegation prohibited hereby shall be void.

         10.10   PARTIES IN INTEREST. Except as otherwise specifically provided
herein, nothing in this Agreement expressed or implied is intended or shall be
construed to confer any right or benefit upon any person, firm or corporation
other than Stockholder and the Company and their respective successors and
permitted assigns.

         10.11   SHARES SUBJECT TO THIS AGREEMENT; EFFECTIVE TIME. All shares
of Registrable Common Stock owned or acquired by any Stockholder at or after
the Effective Time shall be subject to, and entitled to the benefit of this
Agreement, such rights to be effective from and after the Effective Time.

         IN WITNESS WHEREOF, Each Stockholder and the Company have caused this
Agreement to be duly executed as of the date first above written.

                                         [STOCKHOLDER]
                                       
Number of Shares of                    
         Common Stock: [________]      
                                       
Address:                                 By:
                                             ----------------------------------
                                         Name: 
                                              ---------------------------------
                                         Title: 
                                                -------------------------------
                                       
                                       
                                         RAINTREE RESORTS
                                         INTERNATIONAL INC.
                                       
                                       
Address:                                 By:
                                             ----------------------------------
10000 Memorial Drive                     Name:
Suite 480                                      --------------------------------
Houston, Texas 77024                     Title:
                                                -------------------------------




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                                   SCHEDULE A

                                  Stockholders





                                       14