The FINOVA Group
                                                     4800 North Scottsdale Road
                                                       Scottsdale, AZ 85251-8623

                                                                Tel 480 636 4800
                                                                  www.finova.com




                                  May 11, 2000



Raintree Resorts International, Inc.
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.
c/o Raintree Resorts International, Inc.
10000 Memorial Drive, Suite 480
Houston,  Texas 77024
Attention:  Mr. Douglas Y. Bech

Re: First Amended and Restated Loan and Security Agreement dated April 23, 1999.

Dear Mr. Bech:

     Reference  is made to that  certain  First  Amended and  Restated  Loan and
Security  Agreement  dated as of April 23,  1999,  as  amended  by that  certain
Amendment No. 1 to First Amended and Restated Loan and Security  Agreement dated
as of November 30, 1999 (collectively the "Loan Agreement"), by and among FINOVA
Capital  Corporation  ("Lender") 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.,
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. (collectively
the "Borrower"), evidencing certain loan facilities from Lender to the Borrower.
In connection  with the Loan Agreement,  Raintree  Resorts  International,  Inc.
("Raintree")  executed  and  delivered  to  Lender  a  Corporate  Guarantee  and
Subordination   Agreement   dated  as  of  November  23,  1998  (the   "Original
Guarantee"), as amended by that certain Consent of Guarantor and Amendment No. 1
to Corporate  Guarantee and  Subordination  Agreement dated as of April 23, 1999
and as further  amended by that certain Consent of Guarantor and Amendment No. 2
to Corporate Guarantee and Subordination  Agreement (collectively the "Guarantee
Agreement").  Further  in  connection  with the  Loan  Agreement,  the  Borrower
executed and delivered to the Lender a First Amended and Restated

<PAGE>


Raintree Resorts International, Inc.
May 11, 2000
Page 2

Inventory  Promissory Note in original principal amount of $16,500,000.00  dated
as of November 30, 1999 (the "Inventory Note").

     Unless otherwise  defined herein,  all capitalized  terms used herein shall
have the same meaning as set forth in the Loan Agreement.

     This Side Letter will set forth certain  agreements  that have been reached
among the Borrower, the Raintree and the Lender.
     1. The chart appearing  immediately  below the last  grammatical  paragraph
appearing  on page  three of the  Inventory  Note  shall be  amended  to read as
follows:

           Measuring Date                                Threshold Amount
            May 25, 2000                                    $11,650,000
            September 30, 2000                               $8,175,000
            March 30, 2001                                   $2,300,000

     2. Paragraph 4.1(k) of the Original Guarantee, in the form set forth in the
Original Guarantee, 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 Original
Guarantee 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)  hereinafter 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) ("Net Sales"). The foregoing covenant shall be
     tested quarterly on a trailing twelve (12) month basis; provided,  however,
     that through the period ending  December 31, 2000,  the foregoing  covenant
     shall  be  tested  from  January 1, 2000  through  the end of the  relevant
     quarter.

               Test Date                                     Covenant
         3/31/99 through 12/31/00                               65%
         3/31/01 and thereafter                                 60%

<PAGE>

Raintree Resorts International, Inc.
May 11, 2000
Page 3


     3. (i) Borrower and Raintree  hereby  reaffirms,  as if made as of the date
hereof, all of their respective  representations and warranties contained in the
Loan  Documents.  Borrower  and  Raintree  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 letter.  In the event of a conflict or
inconsistency  between the provisions of the Loan Documents as amended up to the
date  immediately  prior to the date of this letter and the  provisions  of this
letter,  the provisions of this letter will prevail.  All terms,  conditions and
provisions of the Loan Documents  (including,  without  limitation the Guarantee
Agreement and the Inventory  Note), 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 Raintree 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,  Raintree'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 Raintree  presently has any
     existing  claims,  defenses  (personal  or  otherwise)  or rights of setoff
     whatsoever  with  respect  to  the   Obligations.   Borrower  and  Raintree
     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  further
     acknowledges  and  represents  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  hereby  ratifies,  reaffirms,
     acknowledges  and  agrees  that  the  Loan  Agreement  and the  other  Loan
     Documents  represent  valid,  enforceable  and  collectable  obligations of
     Borrower.

     4.  Borrower  and  Raintree  represent  and warrant that they have the full
power and authority to execute and deliver this letter. All action necessary and
required by Borrower's and  Raintree's  Articles of  Organization  and all other
Legal  Requirements  for  Borrower  and Raintree to execute and deliver the this
letter  have been duly and  effectively  taken.  This letter does not violate or
constitute  a default or result in the  imposition  of a lien under the terms or
provisions

<PAGE>

Raintree Resorts International, Inc.
May 11, 2000
Page 4


of any  agreement  to which  Borrower or Raintree is a party.  No consent of any
governmental agency or any other person not a party to this letter is or will be
required as a condition to the  execution,  delivery or  enforceability  of this
letter.

     5. Raintree  acknowledges  and agrees that the  obligations of the Borrower
under  this  letter  constitute  additional  obligations  of the  Borrower,  the
performance of which are guaranteed under the Guarantee Agreement.

     6. This 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.

     7. This letter shall be deemed a Loan Document and the  obligations  of the
Borrower hereunder shall be deemed an Obligation.

     8. Reference is also made to that certain Loan and Security Agreement among
The Teton Club,  LLC  ("Teton"),  Raintree and Lender dated as of  June 29, 1999
(the  "Teton  Loan  Agreement").  Lender  agrees  to enter  into an  appropriate
amendment  with each of  Raintree  and Teton,  thereby  amending  the Teton Loan
Agreement  so that  (i) the  covenant  governing  the  ratio  of  "Raintree  SGA
Expenses" to "Raintree Net Sales" (as the foregoing two (2) terms are defined in
the  Teton  Loan  Agreement),  is  consistent  with the  covenant  contained  in
paragraph 2  of this  letter  and (ii) the  "Adjusted  Net  Worth"  covenant  of
Raintree,  contained in the Teton Loan  Agreement,  is consistent  with the same
covenant contained in the Loan Agreement.


                            [Signature Pages Follow]

<PAGE>

Raintree Resorts International, Inc.
May 11, 2000
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 letter
to the undersigned.


                                                     FINOVA CAPITAL CORPORATION


                                 By:  /s/ Susan Babbitt
                                   ------------------------------
                                   Name:  Susan Babbitt
                                   Title: Vice President



ACCEPTED this 11th day of May, 2000:

"BORROWER"

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


By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


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


By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


<PAGE>

Raintree Resorts International, Inc.
May 11, 2000
Page 6


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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact

<PAGE>

Raintree Resorts International, Inc.
May 11, 2000
Page 7

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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact



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

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation

By:/s/ Doug Bech
   ---------------------
     Type/Print Name: Doug Bech
     Title: Attorney-in-Fact


<PAGE>