[TO BE RATIFIED BEFORE A NOTARY PUBLIC]

AMENDMENT AGREEMENT ENTERED INTO ON JUNE 1, 2001, TO THE PROMISSORY NOTES PLEDGE
AGREEMENT ("AGREEMENT"), DATED NOVEMBER 23, 1999 BY AND AMONG 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., CR RESORTS CABOS  TIMESHARE  TRUST, S. DE R.L. DE
C.V., CR RESORTS CANCUN  TIMESHARE  TRUST, S. DE R.L. DE C.V., CR RESORTS PUERTO
VALLARTA TIMESHARE TRUST, S. DE R.L. DE C.V.,  (COLLECTIVELY THE "PLEDGORS") AND
TEXTRON FINANCIAL CORPORATION (THE "PLEDGEE").

                                 R E C I T A L S

     I.   The representatives of the Pledgors hereby declare as follows:

     A.   The Pledgors are companies  duly organized and existing under the laws
          of the United  Mexican States  ("Mexico"),  and have all the necessary
          authorizations,  corporate,  governmental  or  otherwise to enter into
          this Agreement in their capacity as Pledgors.

     B.   The  Pledgors  have the  necessary  authority  for the  execution  and
          delivery  hereof and  performance  hereunder  in  accordance  with its
          organizational documents.

     C.   On November 23, 1999 the Pledgors and Corporacion  Mexitur, S. de R.L.
          de C.V. ("Mexitur"), in their capacity of Borrowers, entered into that
          certain the Loan and Security Agreement (the "Textron Loan Agreement")
          with Textron  Financial  Corporation  as Lender and  Raintree  Resorts
          International,  Inc.  as  Guarantor,  for the  making  of loans not to
          exceed an outstanding balance of US$10,000,000.00 (Ten million dollars
          00/100) (the "First Loan").

     D.   On November  23, 1999 the original  Pledgors  and the Pledgee  entered
          into a Promissory Notes Pledge Agreement (the "Promissory Notes Pledge
          Agreement  ")  pursuant  to which  Pledgors  have  pledged in favor of
          Pledgee the promissory  notes  described in Exhibit "A" (the "Original
          Notes"),  which Original Notes document the payment obligations of the
          Pledgors as obligors  under  certain  agreements  for the rendering of
          time-share services (the "Original Interval Contracts").

<PAGE>

     E.   The Pledgors,  Raintree Resorts International Inc., (the "Guarantor"),
          and the Pledgee are parties to that certain Loan Agreement and to that
          certain Loan Modification Agreement dated as of November 20, 2000 (the
          "First Modification  Agreement"),  pursuant to which Pledgee agreed to
          make a loan to Borrower in the maximum principal amount at any time of
          US$13,000,000.00  (Thirteen  Million Dollars 00/100),  as amended (the
          "Loan") to be guaranteed by the Guarantor,  all pursuant to the terms,
          provisions,  and conditions set forth in the Loan Agreement, the First
          Modification Agreement,  and the other Textron Loan Documents, as such
          term is defined in the Textron Loan Agreement; and

     G.   On December 29, 2000 the Pledgors,  Mexitur,  Promotora Villa Vera, S.
          de R.L. de C.V.  and Villa Vera Resort,  S. de R.L. de C.V.,  in their
          capacity  of  Borrowers,   entered  into  that  certain   Second  Loan
          Modification Agreement to the Loan Agreement (the "Second Modification
          Agreement")  pursuant  to  which  Pledgee  agreed  to  extend  to  the
          Borrowers  the  maximum  principal  amount  of the Loan at any time to
          US$18,000,000.00 (Eighteen Million Dollars 00/100) to be guaranteed by
          the Guarantor, all pursuant to the terms,  provisions,  and conditions
          set  forth in the  Textron  Loan  Agreement,  the  First  Modification
          Agreement,  and the Second Modification  Agreement (together the "Loan
          Agreement") and the other Loan  Documents,  as such term is defined in
          the Loan Agreement;


     H.   Neither the execution  and delivery by the Pledgors of this  Agreement
          nor the performance of their obligations hereunder, will contravene or
          conflict  with, or result in a breach or violation of applicable  law,
          their organization documents, the FINOVA Loan Agreement, the Indenture
          or the Mirror Notes (as such terms are defined in the Loan Agreement).

     I.   Pledgors  obligations  hereunder  constitute  their  valid and binding
          obligations   enforceable   against  them  jointly  and  severally  in
          accordance with their terms.

     J.   The  representatives  of the Pledgors  have all  necessary  powers and
          authority to execute this  Agreement,  which powers and authority have
          not been revoked, limited or otherwise modified.

     K.   The New Existing Notes (as defined herein-below) are free and clear of
          all encumbrances and limitations of ownership whatsoever, Pledgors are
          in compliance  of all of their  respective  obligations  under the New
          Interval Contracts (as defined herein-below) and have the authority to
          encumber the New Existing Notes (as defined  herein-below) as provided
          for herein.

<PAGE>

     II.  The  representatives  of the Pledgee and the Pledgors declare that, in
          compliance with the terms of the Loan Agreement and in order to secure
          the Obligations (the "Secured  Obligations"),  Pledgors wish to hereby
          create in favor of Pledgee a first priority  security  interest in the
          New Existing  Notes and to agree to create a first  priority  security
          interest in the Future Notes as set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  the parties hereto
hereby agree as set forth below.

                                  C L A U S E S

     ONE. Terms and Principles of Construction.  (a) Capitalized  terms used and
not otherwise defined in this Agreement shall have the meanings ascribed to them
in the Promissory Note Pledge Agreement, or the Loan Agreement.

          (b) The following  Principles of Construction shall apply for purposes
     of this Agreement.

               (i) The  meanings  set forth for defined  terms in this Clause or
          elsewhere in this  Agreement  shall be equally  applicable to both the
          singular and plural forms of the terms defined.

               (ii) Unless otherwise specified, all references in this Agreement
          to Clauses,  Exhibits  and  paragraphs  are to Clauses,  Exhibits  and
          paragraphs in or to this Agreement.

               (iii) The headings of the Clauses in this  Agreement are included
          for  convenience  only and shall not in any way affect the  meaning or
          construction of any provision of this Agreement.

               (iv) Any reference herein to any Person, whether identified under
          such term or  otherwise,  shall be construed to include such  Person's
          successors and permitted assigns.

               (v) Any reference to any agreement,  contract or document  herein
          shall be construed to include such agreement,  contract or document as
          the same may be amended, supplemented,  restated or otherwise modified
          from time to time.

     TWO. New Existing Notes.

          (a) Pursuant to the Second Modification  Agreement  whereunder Pledgee
     agreed to extend to the Pledgors the maximum  principal  amount of the Loan
     at any time
<PAGE>

     up to  US$18,000,000.00  (Eighteen Million Dollars 00/100) to be guaranteed
     by the  Guarantor,  all  pursuant  to the terms of the Loan  Agreement,  as
     amended  by  the  First  Modification  Agreement  and  Second  Modification
     Agreement  and the  other  Loan  Documents,  and in  order to  jointly  and
     severally  secure the full and  punctual  payment  and  performance  of the
     Secured Obligations,  the Pledgors hereby endorse in pledge in favor of the
     Pledgee  and grant to the  Pledgee a first  priority  lien on and  security
     interest  over  the New  Existing  Notes  (the  "New  Existing  Notes")  as
     described  in  Exhibit  "B"  hereto,  together  with  all  rights,  titles,
     interests,  powers,  privileges  and  preferences  pertaining or incidental
     thereto.

          (b) The pledge  hereby  created is granted as security  only and shall
     not subject the Pledgee to, or transfer or in any way affect or modify, any
     obligation or liability of Pledgors with respect to any of the New Existing
     Notes or the New Existing  Interval  Contracts (the "New Existing  Interval
     Contracts")  to which they relate and  described in Exhibit "B" hereto,  or
     except as  otherwise  provided  in this  Agreement  or to the  Pledge  Note
     Agreement, or any transaction in connection therewith.

          (c) The Pledgors  hereby  endorse in pledge and deliver to the Pledgee
     the New Existing  Notes as listed in Exhibit  "B",  and the Pledgee  hereby
     takes  delivery and  acknowledges  receipt of, the New Existing  Notes,  in
     terms and for all purposes provided for by Article 334 section II of the of
     the  General  Law of Credit  Instruments  and  Transactions  of Mexico.  In
     addition,  within 60 (sixty)  days  following  the date hereof the Pledgors
     shall  deliver to the Pledgee  copy of the notice as to the creation of the
     pledge sent to each obligor under the New Existing Notes,  substantially in
     the form  attached  hereto as Exhibit  "C" (the  "Notice").  Failure by the
     Pledgors to deliver such Notice to the Pledgee with the  acknowledgement by
     each obligor within the 60 (sixty) day period  mentioned  above shall cause
     those New Existing Notes to which the Notice and the acknowledgement  where
     not obtained shall not be considered  Eligible Notes  Receivables  (as such
     term is defined in the Loan  Agreements)  and shall be replaced as provided
     in the Loan Agreement  unless the  respective  obligor under any of the New
     Existing  Notes has made one or more  payment  thereunder  into the lockbox
     account referred to in the Notice.

          (d) The Pledgors are the legal  holders of the New Existing  Notes and
     have the unqualified  right to pledge and grant a security interest therein
     as provided in the Promissory Note Pledge Agreement, without the consent of
     any other  person or entity which has not been  obtained;  they will be the
     legal holders of the Future Notes, and shall have the unqualified  right to
     pledge and grant a security  interest therein as provided in the Promissory
     Note Pledge  Agreement  without  the consent of any other  person or entity
     (other than the Acknowledgement to be obtained from each Obligor thereunder
     which has been obtained or will be obtained, as the case may be);

<PAGE>

     THREE. Interpretation

     Except as  otherwise  provided  herein,  the pledge  hereby  created by the
Pledgors  in favor  of  Pledgee  shall be  regulated  by the  provisions  of the
Promissory  Notes Pledge  Agreement as amended by the First  Modification to the
Promissory Pledge Agreement and this Second amendment

     FOUR. Assignability.

     This  Agreement  shall be binding  upon and inure to the benefit of each of
the Pledgors and the Pledgee and their respective  successors.  The Pledgors may
not assign any of its rights or obligations  hereunder without the prior written
consent of the  Pledgee.  The Pledgee  shall have the right to assign its rights
hereunder  pursuant  to that  provided  under  the  Loan  Agreement.  Due to the
ancillary nature of this Agreement,  the parties hereto expressly agree that the
pledge  interest  granted  herein  shall  be   automatically   transferred  upon
endorsement or assignment of the New Existing Notes.

     FIVE. Novation.

     Neither  the  execution  hereof  nor the  pledge  hereunder  constitutes  a
novation,  amendment,  payment,  satisfaction  or  extinction  of  the  Pledgors
Obligations.  For all purposes hereof, the Pledgors  acknowledge that the Pledge
Agreement is and will continue to be, as of the date of the hereof,  a valid and
perfected security interest in the Existing Notes and the New Existing Notes.

     SIX. Amendments.

     No amendment, modification, termination, or waiver of any provision of this
Agreement,  shall be effective unless the same shall be in writing and signed by
the Pledgee and the Pledgors.

     Any reference  made to the New Existing Notes in this  Agreement,  the Loan
Agreement  or  the  Promissory  Notes  Pledge  Agreement  shall  include  and be
understood  as the Existing  Notes from the Pledgors and the New Existing  Notes
endorsed under this Agreement and listed in Exhibit "B" hereto.

     IN WITNESS WHEREOF,  the parties hereto have themselves  executed or caused
this Agreement to be executed by their duly authorized representatives as of the
date first above written.

<PAGE>


The Pledgors                                                 The Pledgee

CR Resorts Cancun,                                 Textron Financial Corporation
S. de R.L. de C.V.


By: /S/ Brian R. Tucker                         By:
   --------------------                            ----------------
Name: Brian R. Tcuker                           Name:
     -------------------                           ----------------
Title: Attorney-in-fact                         Title:
       ----------------                            ----------------


CR Resorts Los Cabos,
S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

CR Resorts Puerto Vallarta,
S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

CR Resorts Cancun Timeshare
Trust, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

CR Resorts Los Cabos Timeshare
Trust, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

<PAGE>

CR Resorts Puerto Vallarta Timeshare
Trust, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------


Acknowledged and Agree

Corporacion Mexitur, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

Promotora Villa Vera, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

Villa Vera Resort, S. de R.L. de C.V.

By: /S/ Brian R. Tucker
    --------------------
Name: Brian R. Tucker
      ---------------
Title: Attorney-in-fact
       ----------------

<PAGE>


                                                                 EXHIBIT "A"

                         LIST OF ORIGINAL EXISTING NOTES


                                   DESCRIPTION



                        [TO BE PROVIDED BY THE PLEDGORS]


<PAGE>


                                                                    EXHIBIT "B"

                         LIST OF THE NEW EXISTING NOTES

                                   DESCRIPTION

                        [TO BE PROVIDED BY THE PLEDGORS]


<PAGE>


                                                                   [EXHIBIT "C"

                        MEMBER NOTICE AND ACKNOWLEDGEMENT


                                                                Date:


Mr. _______________
    _______________






Dear Club Regina Member:

                  Pursuant to our recently established credit relationship with
Textron Financial Corporation, we are required to give you the following notice
with respect to your vacation ownership loan from Club Regina Resorts. Please
note that none of your rights and privileges as a Club Regina member have
changed. All of the services, amenities and wonderful vacation experiences you
have come to expect from Club Regina will continue under the same conditions at
the time you purchased your Club Regina membership. The notice is as follows:

          In  connection  with  that  certain   Contract  of   Purchase-Sale  of
     Membership  (the  "Interval  Contract")  and related  Promissory  Note (the
     "Promissory  Note")  dated  (Date)  executed by you in favor of [name of CR
     Operating  Entity],  S. de R.L. de C.V. ("CR"),  please be advised that (i)
     all rights of CR's derived from such  Interval  Contract have been assigned
     and placed in a Payment Source and Administration  Trust (the "Trust") with
     BankBoston Mexico, S.A. as trustee (the "Trustee"), and (ii) all collection
     rights  under such  Promissory  Note have been  pledged in favor of Textron
     Financial  Corporation  (the  "Pledgee"),  by means of Pledge Agreement and
     endorsement dated November 23, 1999 (the "Pledge"),  as security under that
     certain  Loan and  Security  Agreement  dated as of November  23, 1999 (the
     "Loan Agreement").

          All  collection  rights  derived  from  the  Promissory  Note  and the
     Interval  Contract  shall be exercised by the Pledgee  and,  until  further
     notice is provided to you either by the Pledgee or the Trustee, all of your
     payments under the Promissory Note and the Interval  Contract shall be made
     in  accordance  with the  accompanying  invoice  or the  present  method of
     payment.  Payment by you of one or more monthly  installments payable under
     the  Promissory  Note  and  Interval  Contract  shall  be  deemed  as  your
     acknowledgement  of the  creation  of the  Pledge  and  transfer  in  Trust
     mentioned in the preceding paragraph.

          In addition,  upon notice sent to you by the Trustee, all other rights
     of CR under the Interval  Contract,  shall be exercised  exclusively by the
     Trustee;  provided,  however,  that CR's  obligations  under  the  Interval
     Contract shall remain the responsibility of CR.

          As indicated  above your  payment of one or more monthly  installments
     will  indicate  your  acknowledgement  of  this  notice.  However,  for our
     records,  would you please sign your  acknowledgement in the space reserved
     for such  purposes  below,  and  return  this  letter in the  pre-addressed
     envelope provided.

                                            Sincerely,


                                            (name of CR Entity)
                                            By:


I hereby acknowledge receipt of this communication:

_______________________

Name:
Date:
Place of signature: