5/24/2001

                                SIDE LETTER NO. 5


                                  June 7, 2001




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.

<PAGE>
Raintree Resorts International, Inc.
June 7, 2001
Page 2


     1.   Borrower  represents and warrants to Lender that Borrower has obtained
          from the Mexican federal government all necessary  permits,  consents,
          approvals  and  authorizations  to authorize the rendering and sale by
          the Borrower of  timeshare  services  from the  Acapulco  Project (the
          "Approvals").  However the  Approvals  have not yet been obtained from
          the  State  of  Guerrero.  Borrower  agrees  to  obtain  all  required
          Approvals  from the State of Guerrero no later than September 24, 2001
          and concurrently  therewith supply to Lender a satisfactory opinion of
          counsel,  from  counsel  satisfactory  to Lender,  that  Borrower  has
          obtained all Approvals  from the Mexican  federal  government  and the
          State of Guerrero.  Without  limiting the generality of the provisions
          of paragraph  7.1 of the Loan  Agreement,  setting forth the Events of
          Default, the failure of Borrower to comply with the covenant contained
          in this  paragraph  shall  constitute  an  immediate  Event of Default
          without the benefit of any notice or grace periods.

     2.   Paragraph  4.1(k) of the  Guarantee  Agreement,  without  taking  into
          account this Side Letter,  shall govern all matters  pertaining to the
          subject  matter of that paragraph  through the period ending  December
          31, 1999. For the period  commencing  January 1, 2000 and  thereafter,
          paragraph  4.1(k) of the  Guarantee  Agreement  shall be  amended  and
          restated in its entirety to read as follows:

               "(k) The sum of (i) the total of Guarantor's  consolidated  costs
          and expenses for commissions and selling  relating to the retail sales
          of  time-share  interests,   use  rights,   memberships  and  fraction
          ownership  interests  and (ii) the total of  Guarantor's  consolidated
          general and administrative expenses, (the costs and expenses described
          in clauses (i) and (ii) shall be tested  without  taking into  account
          any similar  types of costs and  expenses  incurred by The Teton Club,
          LLC ("Teton") and are  hereinafter  referred to as the "SGA Expenses")
          shall not exceed the amount set forth  below of the gross  proceeds of
          Guarantor's   consolidated   processed  sales  of  retail   time-share
          interests, use rights,  memberships and fractional ownership interests
          for the same  period  (each  net of  cancellations  of such  sales and
          exclusive  of such  sales  generated  by  Teton)  ("Net  Sales").  The
          foregoing covenant shall be tested quarterly on a trailing twelve (12)
          month basis.

                 Test Date                                Covenant
                 ---------                                --------
           3/31/99 and thereafter                            65%

     3.   Any further  discussions by and among Borrower and Lender, if any, and
          all such  discussions in the past,  together with any other actions or
          inactions  taken by and among  Borrower 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.  All of the
          provisions of the Loan Documents,  including,  without limitation, the
          time of the  essence  provision,  are  hereby  reiterated  and if ever
          waived are hereby reinstated.

     4.   (i) 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.

<PAGE>

Raintree Resorts International, Inc.
June 7, 2001
Page 3

          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 Agreement and the Guarantee Agreement,  as amended, are continued
          in full force and  effect and will  remain  unaffected  and  unchanged
          except as specifically amended or modified hereby.

               (ii)   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 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.

               (iii) 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  Agreement or any
          of the other Loan Documents,  with or without notice or lapse of time.
          Borrower and Guarantor hereby ratify, reaffirm,  acknowledge and agree
          that the Loan Agreement and the other Loan Documents  represent valid,
          enforceable and collectable obligations of Borrower and Guarantor.

     5.   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.

     6.   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 Guaranty
          signed by the Guarantor.

<PAGE>

Raintree Resorts International, Inc.
June 7, 2001
Page 4


     7.   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.

     8.   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.

     9.   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]


<PAGE>

Raintree Resorts International, Inc.
June 7, 2001
Page 5


     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
                                           -------------------------------------
                                         Name:
                                           -------------------------------------
                                         Title:
                                           -------------------------------------



                     [ACCEPTANCE APPEARS ON FOLLOWING PAGES]


<PAGE>

Raintree Resorts International, Inc.
June 7, 2001
Page 6


Accepted this 7th day of June, 2001.

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.
June 7, 2001
Page 7


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.
June 7, 2001
Page 8


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
          -----