Agreement Modifying the Irrevocable Trust Contract in Guarantee and Source of
Payment Number F626-99-5, entered into between:

i)   C.R.Resorts Puerto Vallarta, S. de R.L. de C.V.,  C.R.Resorts Cancun. S. de
     R.L. de C.V. and S.R.  Resorts los Cabos,  S. de R.L. de C.V.  (hereinafter
     jointly denominated the "Fiduciary Trustees,". all of which are represented
     by Mr Gustavo Martin Ripol Bermudez.

ii)  BBVA Bancomer,  S.A., Institucion de Banca Multiple,  Grupo Financiero BBVA
     Bancomer (hereinafter  denominated  "Bancomer" or the "Fiduciary Trustee in
     the First Place represented by Messrs.  Gerardo  Cuitlahuac  Salazar Viezca
     and Carlos David Velazques Thierry; and

iii) Fianzas   Monterrey,   S.A.   (hereinafter   denominated  the  "Fiduciary")
     represented by the Fiduciary Delegate, Mr. Armando Vignau Quiros;

iv)  With the appearance of C.R. Resorts Capital S.de R.L. de C.V.  (hereinafter
     denominated  the  "Accredited");  Corporacion  Mexitur,  S. De R.L. de C.V.
     (hereinafter  denominated "Mexitur",  Club Regina, S.A.de C.V. (hereinafter
     denominated  "Regina"  and  DesarrolloTuristicos  Regina S. De R.L. de C.V.
     (hereinafter denominated "DTR"), all of which are represented by Mr.Gustavo
     Martin Ripol Bermudez

In accordance with the following antecedents, declarations and clauses.

                              A N T E C E D E N T S

1.  On November 26, 1999, the Accredited, with the appearance of the Founders of
    the Trust, Mexitur, Regina and other entities, entered into a contract to
    open a simple credit, with Bancomer, with a fiduciary guarantee (hereinafter
    including its modifications, denominatedThe "First Credit") for an amount in
    Investment Units equal to U.S. $7,000,000.00 (Seven million dollars, 00/100
    currency of the United States, which amount was destined to the payment of
    interests and taxes for retentions from the holders of bonds and warrans
    issue by the Accredited and Raintree Resorts International in the
    international markets. This First Credit has been modified by means of
    modifying agreements dated August 18, 2000 and Decmber 15, 2000. On the date
    of the present agreement, the Accredited owes Bancomer the amount of UDIS
    5'861,108.70 correponding to the principal amount derived from the First
    Credit.

2   On November 26, 1999 the parties hereunder subscribed an irrevocable trust
    contract in guarantee and source of payment (hereinafter with its
    modifications, denominated the "Trust") whose main object is to act as
    instrument for the payment and in guarantee of the First Credit, for which
    the Fiduciary Trustees have transmitted to the Fiduciary, among other
    assets, the Portfolio and the Collection Rights derived from the sale of
    Memberships for vacational periods in time share in the Founder of the
    Trust's facilities. The said Trust has been modified by means of an
    agreement dated December 15, 2000.

3   On the same date, the Accredited, with the appearance of the Fiduciary
    Trustees and other parties, have entered into a contract with Bancomer to
    open a simple credit in dollars (hereinafter denominated the "Second
    Credit") for the principal amount of $800,000.00 (Eight hundred thousand
    dollars 00/100) United States currency, which shall be destined to the
    payment of liabilities to the holders of bonds and warrants issued by the
    Accredited and Raintree Resorts International in the international markets.

4   The parties hereunder agree that the Trust must be modified so that, aside
    from being an instrument of payment and guarantee for the First Credit, it
    may be an instrument of payment for the Second Credit.


                                                  D E C L A R A T I O N S


1.   The Founders of the Trust declare, through their representative:

     a)   C.R.  Resorts  Puerto  Vallarta,  S. de R.L. de C.V.  is a  mercantile
          company,  duly  constituted  and existing in  accordance  with Mexican
          laws, with the capacity to enter into the present modifying agreement,
          and to become obligated under the terms hereunder.  Mr. Gustavo Martin
          Ripol  Bermudez  has the  corresponding  faculties  to  represent  the
          company in this act with faculties that to date have not been modified
          or restricted in any way.

     b)   C.R.Resorts Cancun, S. de R.L. de C.V. is a mercantile  company,  duly
          constituted  and  existing  in  accordance  with  Mexican  laws,  with
          capacity to enter into the present modifying agreement,  and to become
          obligated under the terms hereunder. Mr. Gustavo Martin Ripol Bermudez
          has the corresponding  faculties to represent the company in this act,
          with  faculties  that to date have not been  modified or restricted in
          any way.

     c)   C.R.  Resorts los Cabos S. de R.L. de C.V.  is a  mercantile  company,
          duly  constituted  and existing in accordance  with Mexican  laws,with
          capacity to enter into the present  modifying  agreement and to become
          obligated under the terms hereunder. Mr. Gustavo Martin Ripol Bermudez
          has the corresponding  faculties to represent the company in this act,
          with  faculties  that to date have not been  modified or restricted in
          any way.

2.   Bancomer declares, through its representatives.

     a)   BBVA Bancomer,  S.A.  Institucion de Banca Multiple,  Grupo Financiero
          BBVA.  Bancomer is a mercantile  company duly constituted and existing
          in  accordance  with  Mexican  laws,  with  capacity to enter into the
          present modifying agreement. Messrs. Gerardo Cuitlahuac Salazar Viezca
          and Carlos David Velazquez Thierre have the faculties to represent the
          company  in this  act,  with  faculties  that to date  have  not  been
          modified or restricted in any way.

3.   The   Accredited,   Mexitur,   Regina,   and  DTR  declare   through  their
     representative:

     a)   C.R. Resorts Capital, S. de R.L. de C.V. is a mercantile company, duly
          constituted  and  existing  in  accordance  with  Mexican  laws,  with
          capacity to enter into the present  modifying  agreement and to become
          obligated under the terms hereunder. Mr. Gustavo Martin Ripol Bermudez
          has the corresponding  faculties to represent the company in this act,
          with  faculties  that to date have not been  modified or restricted in
          any way.

     b)   Corporacion Mexitur, S. de R.L. de C.V. is a mercantile company,  duly
          constituted  and  existing  in  accordance  with  Mexican  laws,  with
          capacity to enter into the present  modifying  agreement and to become
          obligated under the terms hereunder. Mr.Gustavo Ripol Bermudez has the
          corresponding  faculties  to represent  the company in this act,  with
          faculties  that to date have not been  modified or  restricted  in any
          way.

     c)   Club Regina,  S.A. de C.V. is a mercantile  company,  duly constituted
          and existing in accordance  with Mexican laws,  with capacity to enter
          into the present modifying agreement and to become obligated under the
          terms  hereunder.  Mr.  Gustavo Ripol  Bermudez has the  corresponding
          faculties to represent the company in this act, with faculties that to
          date have not been modified or restricted in any way.

     d)   Desarrollos  Turisticos  Regina,  S. de R.L. de C.V.  is a  mercantile
          company,  duly  constituted  and existing in  accordance  with Mexican
          laws, with capacity to enter into the present modifying  agreement and
          to  become  obligated  under  the terms  hereunder.  Mr.Gustavo  Ripol
          Bermudez.has the  corresponding  faculties to represent the company in
          this  act,  with  faculties  that to date  have not been  modified  or
          restricted in any way.

4.   The Fiduciary, through its Fiduciary Delegate, declares:

     a)   Fianzas Monterrey,  S.A. is a mercantile company, duly constituted and
          existing in  accordance  with Mexican  laws,  authorized  as a bonding
          institution  by the Ministry of Treasury and Public  Credit,  with the
          capacity to enter into the present modifying  agreement,  as Fiduciary
          for theTrust and to become  obligated under the terms  hereunder.  Mr.
          Armando Vignau Quiros, in his capacity as fiduciary delegate,  has the
          corresponding  faculties  to represent  the company in this act,  with
          faculties  that to date have not been  modified or  restricted  in any
          way.

     b)   He agrees to continue  acting as fiduciary in the Trust  registered in
          their fiduciary  division number F626-99-5,  which is modified through
          the present agreement.


After declaring the above,  the parties grant the following


                                  C L A U S E S

First- C.R.  Resorts Puerto  Vallarta,  S. de R.L. de C.V., C.R. Resorts Cancun,
     S. de R.L.  de C.V.,  and C.R.  Resorts los Cabos,  S. de R.L. de C.V.,  in
     their  capacity as Founders  of the Trust and  Fideicommissaries  in Second
     Place, BBVA Bancomer, S.A., Institucion de Banca Multiple, Grupo Financiero
     BBVA Bancomer, in their capacity as Fideicommissary in the First Place, and
     Fianzas Monterrey,  S.A. in its capacity as Fiduciary,  with the appearance
     of C.R. Resorts Capital,  S. de R.L. de C.V.,  Corporacion  Mexitur,  S. de
     R.L. de C.V., Club Regina, S.A. de C.V. and Desarrollos  Turisticos Regina,
     S. de R.L. de C.V.  hereby agree to modify the Section of  Definitions,  as
     well as Clauses Third,  Fourth,  Ninth and Tenth in the  Irrevocable  Trust
     Contract in Guarantee and Source of Payment number  F626-99-5,  to be drawn
     up under the terms specified as follows:

                                  "DEFINITIONS

     A)   Each and every one of the definitions included in the First Credit and
          in the Second  Credit shall have,  when used in the present Trust with
          the first capital letter,  or with a Compact capital letter,  the same
          meaning assigned  therein,  unless they are defined  otherwise in this
          document.

     B)   The following definitions are privative of the present Trust.

          "Appraisal"  (Aforo)  has the  meaning,  both in  respect of the First
          Credit and the Second Credit,  the Portfolio  derived from the sale of
          Memberships,  that has  affected the  patrimony of the present  Trust,
          whose value is equal to 3 (three) times of unpaid balance of the Frist
          Credit  and of the  Second  Credit.  For  the  effects  of the  above,
          Bancomer  and the  Founders  of the  Trust  modify  the  terms  of the
          Appraisal  established  in  Clause  Eighteenth  (III)  (C)  (1) in the
          respective contract for the First Credit.

          "Portfolio"   means  the   present  and  future   collection   rights,
          denominated  in  Investment  Units that the Founders of the Trust have
          before physical or moral parties acquiring Memberships,  as far as may
          correspond  to them in fact and by right,  including  their  accessory
          rights  that may affect  this Trust in the  amounts  provided  in this
          contract.

          "Total Portfolio" means the collection rights in Investment Units, and
          the cash received as the product of this collection,  derived from the
          Purchase-and-Sale contracts entered into or assumed by the Founders of
          the Trust  with the  purchasers  of such  Memberships,  as well as the
          Promissory  Notes of the Portfolio  documenting  these,  as far as may
          correspond  to them in fact and by right,  in the  understanding  that
          this concept includes,  without limitation, all the funds derived from
          the payment of  Memberships,  both those made in cash through a single
          exhibition,   and  the  initial   payments   and  monthly   periodical
          amortizations,   anticipated  amortizations,   ordinary  interest  and
          moratory interest.

          "Collection of Portfolio"  means both (i) the  Collection  Rights with
          respect to the  amortization of the Portfolio,  in accordance with the
          mercantile  commission  contract  entered into between the Founders of
          the Trust and Mexitur,  or the  mercantile  commission  contract  that
          might be entered into for the same effect,  with another  moral party,
          (ii) as well as the product of the said present or future collections.

          "Collection  of Fees"  means,  both  (i) the  collection  rights  with
          respect to Maintenance  Fees, and (ii) the product of the said present
          and future collection rights.

          "Purchase-and-Sale-Contracts" means the purchase-and-sale contracts of
          Memberships,  of which the Founders of the Trust may be title holders,
          additionally   documented  by  means  of  Promissory   Notes  for  the
          Portfolio, whose Collection Rights pertain to the Portfolio.

          "Credit" means the First Credit and the Second Credit jointly, as well
          as any other credit that may be granted by Bancomer to the Accredited,
          and which,  its case,  the parties  agree shall be paid with the flows
          derived from the product of the Portfolio

          "Capturing  Accounts" mean the checking  accounts without a checkbook,
          opened by the Fiduciary, wherein the amounts produced by the Portfolio
          for the  creation of the  Maintenance  Fund and the  Payment  Fund are
          deposited.

          "Maintenance  Fees mean the fees that the  purchasers  of  Memberships
          must pay to the  Founders of Trusts 1, 2 and 3 as the case may be, and
          with which  Starwood  shall be paid for  maintenance  services  in the
          Founders of the Trusts' installations,  and to Mexitur for reservation
          services and replacements.

          "Collection  Rights  mean the  collection  rights  of the  liquid  and
          demandable  amounts  of  money  derived  from  the   Purchase-and-Sale
          Contracts forming the Portfolio.

          "Maintenance  Fund" This has the  meaning  attributed  to this term in
          Clause Fourth, paragraph 4.3, sub-paragrph (v) in this Trust .

          "Payment Fund" This has the meaning  attributed to this term in Clause
          Fourth, paragraph 4.3, sub-paragraph (iii) in this Trust.

          "Founders of the Trust" joinrly mean C.R. Resorts Puerto Vallarta,  S.
          de R.L. de C.V.,  C.R.Resorts  Cancun,  S. de R.L.  de C.V.,  and C.R.
          Resorts  los Cabos,  S. de R.L.  de C.V.,  Mercantile  companies  duly
          constituted and existing in accordance with Mexican laws.

          "Trust"  means  the  trust   constituted  by  means  of  the  contract
          hereunder.

          "Guarantee" means only in respect of the First Credit,  the Portfolio,
          the Promissory  Notes in respect of the Portfolio,  and the Collection
          of the Portfolio  which may be contributed in its moment,  in order to
          maintain the appraisal under the terms of this contract.

          "Memberships" means the vacational periods in time-share corresponding
          only to the use of  vacational  units in the  Founders  of  theTrust's
          facilities,  which are  derived  both from the  purchase  of  Regina's
          Series  "B" shares , as well as from the  Purchase-and-Sale  Contracts
          entered into with any one of the Founders of the Trust and forming the
          Portfolio.

          "Promissory  Note for Portfolio"  means the promissory  notes that the
          buyers  of  Member-ships  in  installments  subscribe  in favor of the
          Founders of the Trust in order to document additionally the respective
          debts  derived  from the  Purchase-and-Sale  Contracts,  and which the
          Founders  of the Trust  shall  deliver  to the  Fiduciary  in order to
          affect these to the present Trust.

          "First Credit" means the simple credit with a fiduciary  guarantee for
          an  amount  in  Invesment  Units  equal to U.S.  $7,000,000.00  (Seven
          million  dollars  00/100)  United  States   currency,   including  the
          modifications  and additions  granted on November 26, 1999 by Bancomer
          to the  Accredited,  with the appearance of the Founders of the Trust,
          Mexitur, Regina and other parties.

          "Second  Credit" means the simple  credit in dollars,  for a principal
          amount of $800,000.00  (Eight hundred  thousand  dollars 00/100 United
          States currency , granted by Bancomer on the 14th day of June, 2001 to
          the  Accredited,  with the appearance of the Founders of the Trust and
          other parties.


"Third -  Patrimony"  The  patrimony  of the  present  Trust  is  formed  by the
     following:

     3.1  By the present and future  Portfolio  which the  Founders of the Trust
          may  generate  due to the signing of the  Purchase-and-Sale  Contracts
          that are  required to maintain the  Appraisal,  both in respect of the
          First Credit and of the Second Credit,  as indicated in the respective
          Credit Contracts.

     3.2  With the product obtained from the Collection of the Portfolio and the
          Collection of the Collection Fees with respect to Memberships,  and in
          its case,  also with the product  obtained due to the execution of the
          Guarantee under the terms of the Trust hereunder.

     3.3  The present and future Collection Rights of the Portfolio,  documented
          with the Purchase and Sale Contracts and with the Promissory  Notes of
          the  Portfolio,  as far as this may  correspond to them in fact and by
          right, including their accessory rights as well as the products of all
          the relative collections.

     3.4  The Collection Rights for the present and future  Maintenance Fees, as
          well as the funds received or should be received for these concepts.

     3.5  The  Capturing  Accounts  which  the  Fiduciary  may  open in order to
          receive the Collection of the Portfolio and of the Maintenance Fees.

     3.6  The insurance  policies that have been contracted with the Founders of
          the  Trust  and the  amounts  they  must  cover  to the  corresponding
          insurance  company or  Companies  in case a loss should occur which is
          covered by these insurances.

     3.7  Any  other  income  which  for  any  reason  may be  affected  for the
          fulfillment of the purposes of his Trust.


"Fourth - The purposes of thisTrust are the following":

     4.1  That the Fiduciary may have the title of the patrimony  under trust,as
          long as the total amount has not been paid of the  principal,interest,
          commisions and other amounts owed to Bancomer,  derived from the First
          Credit, as well as the amounts derived from the Second Credit.

     4.2  That the Fiduciary fulfill the following  stipulations relative to the
          Mechanics for Payments:

          (i)  To receive,  through Mexitur or whomsoever may substitute it, the
               income  obtained from the Collection of the Portfolio,  including
               interest.  With the resources obtained from the collection of the
               said  Portfolio,  it shall form the Payment  Fund  referred to in
               paragraph (iii) following.  Furthermore, it shall receive through
               Mexitur or from whomsoever may substitute the latter, 100% of the
               income provided from the payment of Maintenance  Fees in order to
               ensure the  payment of  maintenance  services,  reservations  and
               replacements  of  equipment  loaned by Starwood  and Mexitur with
               respect to the real estate occupied by the Founders of the Trust,
               in order to form the  Maintenance  Fund as described in paragraph
               (V) below.

          (ii) To invest the cash which it must retain in low-risk  instruments,
               or in those instructed by the Trust's  Technical  Committee,  and
               which shall form part of the Patrimony of the Trust itself.

          (iii)To  integrate   monthly  a  Payment  Fund  (the  "Payment  Fund")
               destined to the payment of the principal  amount and interests of
               the First Credit,  and of the Second Credit,  under the terms and
               conditions of the  corresponding  credit  contracts.  The Payment
               Fund  shall at all  times be equal to the  principal  amount  and
               interests to be paid in full upon the immediate maturity, both of
               the First Credit and of the Second Credit, and it shall be formed
               with the monthly  income  arising from the  collection of capital
               and interests of the Portfolio, including anticipated payments or
               "Cash  Outs".  This  Payment Fund must be formed no later than on
               the  20th  day of  each  month,  and in the  event  this is not a
               working  day,  then the date  shall be on the  immediately  prior
               working  day. If  necessary,  the  Fiduciary  shall carry out the
               exchange operations to foreigh currency that may be necessary. In
               case of the contrary,  the Founders of the Trust shall contribute
               the necessary  resources to  constitute  the said Payment Fund no
               later than on the following working day, and these funds shall be
               deposited  in the  Fiduciary's  account so that it may be able to
               carry out the corresponding  payment to Bancomer on the following
               date of Payment of Principal  and  interests,  both for the First
               Credit and for the Second Credit.  The above is with no liability
               for the  Fiduciary  in the  event  that the said  Fund  cannot be
               constituted,  and in the understanding  that Bancomer must inform
               the  Fiduciary,  the amount it must retain for this  concept,  at
               least one month  immediately  prior to the date of the  following
               amortization of the First Credit and of the Second Credit.

          (iv) Mexitur  shall  deposit  the  product  of the  Collection  of the
               Portolio  in a  Capturing  Account.  The  Fiduciary  shall  daily
               withdraw the  existing  resources to invest these under the terms
               of paragraph (ii) above, until constituting the Payment Fund. The
               exceeding  resources  shall  be  delivered  by the  Fiduciary  to
               Mexitur,  unless the Accredited is in default of the First Credit
               or of the  Second  Credit.  In  which  case the  Fiduciary  shall
               deliver to Bancomer all the amounts received or which it may have
               received.

          (v)  To maintain at all times a Fund denominated  "Maintenance  Fund",
               equal to or more than U.S.  $500,000.00  (Five  hundred  thousand
               00/100) or its  equivalent in pesos,  as may be instructed by the
               Technical  Committee,  in the  account  that  the  Fiduciary  may
               decide. This is for the purpose of guaranteeing that at all times
               at least the said amount  exists to pay  Starwood and Mexitur for
               maintenance,  reservations and replacements in the event that the
               Founders of the Trust should default in their respective  payment
               obligations.

          (vi) As long as the  Maintenance  Fund is formed,  and no instructions
               exist from Bancomer  under the terms  provided in Clause  Nineth,
               paragrpah 9.3 in this  document,  the Fiduciary  shall return the
               product  obtained  from the  Collection  of Fees in excess of the
               Maintenance  Fund no later than on the  following  working day to
               Mexitur,  or whomsoever may substitute the latter.  Likewise,  it
               shall send to Mexitur or whomsoever  may  substitute  the latter,
               the product derived from the Investment of the  Maintenance  Fund
               on the last day of the month.

          (vii)In the event that the Founders of the Trust should default in the
               payment  of  maintenance,   the  Fiduciary,   with  the  previous
               instructions  from  Bancomer,  shall make the payment to Starwood
               and to Mexitur for  maintenance,  reservations and replacement of
               equipment,  or to whomsoever  may  substitute the latter with the
               resources  from  the  Maintenace  Fund.  At the  same  time,  the
               Fiduciary   shall   request  the  Founders  of  the  Trust,   the
               reconstitution  of the  Maintenance  Fund  within a period not to
               exceed 10 natural days after the advise.

          (viii) In the event that the Founders of the Trust fail to  constitute
               the said Maintenance Fund as herein provided, the Fiduciary shall
               use   resources   from  the   Collection   of  the  Portfolio  to
               reconstitute the Maintenace Fund. When resources are received for
               the concept of Fees and/or by the Founders of theTrust, which are
               sufficient to reconstitute  the  Maintenance  Fund, the Fiduciary
               shall return to the Payment Fuind the resources taken,  including
               the interest earned.

          (iv) Supervise that the Founders of the trust deliver to the Fiduciary
               copy of the invoices  issued by Starwood and Mexitur,  within two
               working  days  after the  aforementioned  companies  issue  these
               invoices covering maintenance services.

     4.4  That the Fiduciary maintain the Portfolio's  Promissory Notes affected
          in fiduciary property,  both those which are contributed initially, as
          well as those  which are later  placed in trust,  in addition to or in
          substitution  of those which are  existing,  in order to conserve  the
          value of the  Appraisal,  to comply with the  provisions  contained in
          this Trust,  in the First Credit and in the Second Credit,  releasing,
          in its case, the Portfolio's  Promissory  Notes exceeding the value of
          the said Appraisal.

     4.5  That the Fiduciary,  through  Mexitur or whomsoever may substitute the
          latter, collect,  receive, and maintain the funds corresponding to the
          Portfolio,  including  anticipated payments commonly denominated "Cash
          Outs" as well as the interest  earned by the  Portfolio  and the total
          amount of Maintenance Fees.

     4.6  That the Fiduciary  apply monthly the product of the Collection of the
          Portfolio,  plus the  interest  generated  by its  investment,  to the
          constitution or the reconstitution of the Payment Fund,  releasing the
          Founders of the Trust from the excess,  under the terms established in
          paragraph 4.3 above,  in the  understanding  that from the moment when
          the Fiduciary  receives  instructions  from  Bancomer,  stating that a
          default has occured to the terms of the First Credit or Second Credit,
          the  Fiduciary  shall  deliver to  Bancomer  the total of the  amounts
          received, to be applied to the anticipated payment of the First Credit
          and of the Second Credit respectively, as far as it can be possible.

     4.7  That the Fiduciary, as long as it does not receive instructions to the
          contrary  from   Bancomer,   delivers  to  Mexitur  or  whomsoever  is
          substitutint the latter,  the amounts  received for Maintenance  Fees,
          except the part  corresponding  to the  Maintenance  Fund mentioned in
          paragraph 4.3 (v) above,  in order to cover the total amounts  payable
          for  the  said  concepts,  to the  parties  providing  the  respective
          services.

     4.8  That the Fiduciary, as from the date in which it receives instructions
          from  Bancomer  indicating  that a default has  occurred to any of the
          terms and  conditions  provided  in the First  Credit or in the Second
          Credit,  delivers  to  Bancomer  each and every one of the  amounts it
          maintains,  and is receiving as  Collection of the  Portfolio,  or any
          other, to be applied to the payment of the First Credit and the Second
          Credit  under  the  terms  determined  by  Bancomer,  and to apply the
          corresponding  amounts to Maintenance Fees for the payment of expenses
          and fees for the maintenance herein provided,  including  specifically
          the payments to Starwood and Mexitur.

     4.9  That the Fiduciary  deliver to Bancomer the amounts  corresponding  to
          the Payment of capital and/or interest for the First Credit or for the
          Second Credit, for the corresponding period, taking these amounts from
          the Payment Fund, as far as may be possible.

     4.10 That  the  Fiduciary  receive  from the  Founders  of the  Trust,  the
          appropriation of the additional  Portfolio that is required,  in order
          to maintain the Appraisal within the trust's patrimony:  when the said
          Portfolio  is  partially  or  totally   amortized  by  the  buyers  of
          Memberships and the respective  amounts have been delivered to any one
          of the  Founders  of the  Trust;  (ii)  when the  Portfolio  should be
          substituted  by the  Founders  of the Trust  when they do not meet the
          requirements  established in Clause Fifth of this  contract;  or (iii)
          when any of the Portfolio's Promissory Notes documenting the Portfolio
          remain in default,  overdue  during more than 90 days or is considered
          incollectible  under the terms of the Law.  The  Founders of the Trust
          shall carry out the  appropriation of the additional  Portfolio in the
          cases  provided in this  paragraph,  within the 7 (seven) bank working
          days  to  the  date  in  which  the  Fiduciary  requires  the  written
          appropriation of the additional  Portfolio.  In case it is not carried
          out in this way, this fact shall be a Case of Anticipated  Maturity of
          the First Credit and of the Second Credit.

     4.11 That the  Fiduciary,  with the  instructions  from the Founders of the
          Trust, negotiates,  discounts,  endorses, cedes or transfers under any
          other way,  in favor the the  Founders  of the Trust  themselves,  the
          total or part of the Portfolio's  Promissory Notes, providing that (i)
          the Founders of the Trust  previously  substitute  the titles which in
          their  total are for the amounts  required to satisfy the  Appraisals,
          and (ii) the  requirements  provided in Clause Fifth of this  Contract
          are fulfilled.

     4.12 In the event of the Accredited's default, or of any of the Founders of
          theTrust  to any of its  obligations  in  accordance  with  the  First
          Credit, in accordance with Bancomer's instructions in this respect, it
          proceeds to alienate the  Portfolio in  accordance  with the execution
          proceeding  established  in Clause Ninth  hereunder,  and delivers the
          product of the said  alienation  to  Bancomer in payment of the Second
          Credit,  and the  remainder,  if any, be placed at the disposal of the
          Founders of the Trust to be distributed  among them as the Founders of
          the Trust themselves may indicate.

     4.13 That the Fiduciary proceed to execute a mercantile commission contract
          with Mexitur under the terms of Clause Tenth  hereunder,  to carry out
          the Collection of the Portfolio and the collection of the  Maintenance
          Fees, and in the event that Mexitur should default in its obligations,
          in accordance  with  instructions  from Bancomer,  it shall proceed to
          hire a specialized  office or a financial  factorage  institution  who
          provides  collection  services,   under  the  terms  indicated  below,
          increasing  the Trust's  patrimony  with this  Collection  for all the
          other effects established in this contract.

     4.14 That the  Fiduciary  collect  the  amounts  paid by the  Insurers  for
          indemities  due to losses,  and apply these amounts under the terms of
          Clause Sixteenth (E) in the contract covering the First Credit.

     4.15 That once Bancomer  extends the letter of settlement,  evidencing that
          the obligations  derived from the Documents  covering the First Credit
          and the Documents  covering the Second  Credit have been  fulfilled by
          the  Accredited,  the  Fiduciary  shall  then  proceed  to revert  the
          patrimony under Trust to the Founders of the Trust.

"Ninth - The Conventional  Execution  Proceeding." The parties  participating In
     this contract,  based on article 83 of the Law for Credit  Institutions  in
     effect,  and applicable in a  supplementary  way, and in the  understanding
     that the  Supreme  Court of Justice of the  Nation,  in  repeated  writs of
     execution  has declared that the  execution  proceeding is  constitutional,
     such as  agreed  in this  contract,  and  warned  about the reach and legal
     consequences, instruct the Fiduciary irrevocably, and the Fiduciary assumes
     the  respective  obligation  to do, so that assuming that it must carry out
     the  alienation of the Portfolio  with respect to the First Credit,  in the
     event that a Case of Anticipated Maturity of the First Credit should exist,
     and  this  is not  remedied  or  paid  by the  Accredited  or by any of the
     Founders of the Trust,  it shall proceed in  accordance  with the following
     terms:

9.1      Bancomer shall communicate in writing with the Fiduciary, stating that
         the Founders of the Trust have not fulfilled the obligations of payment
         derived from the Documents covering the First Credit, requesting the
         beginning of the conventional execution proceeding herein agreed upon,
         for which, within the same communication, it shall include a statement
         of account, certified by Bancomer's executive having faculties to do
         so, showing the obligations in default.

9.2      As soon as the Fiduciary receives the communication referred to in the
         foregoing pargraph, it shall notify the above to the Accredited and to
         the Founders of the Trust, to the Commissioner and the Depository,
         through a Public Notary or Broker, at the addresses set forth in this
         contract, and granting them a period of One Working Day, in case of
         failing to pay the principal, interests or accessories of the Credit,
         and Seven Working Days in other cases, in both instances as from the
         date of the latest notification mentioned, so that (i) they can
         demonstrate in an authentic way, the fulfillment of the obligations in
         default of the First Credit imputed by Bancomer; or, in its case, (ii)
         to fulfill the outstanding obligations demanded by Bancomer.

9.3      After the period indicated in the foregoing paragraph has elapsed, and
         the Accredited or the Founders of the Trust have not demonstrated to
         the Fiduciary the fulfillment and payment of the obligations of the
         First Credit, the Fiduciary (i) shall suspend any release of funds or
         collection rights; (ii) it shall require from the Depository and the
         Commissioner, through a Public Notary or Broker which it may select, so
         that within a period of three Working Days, counting as from the date
         of the said requirement, it may carry out the physical delivery of the
         Portfolio's Promissory Notes, to whomsoever may be designated by
         Bancomer, and it could be Mexitur itself, or another, duely endorsed in
         favor of the Fiduciary, as well the product in cash derived from the
         above mentioned Promissory Notes of the Portfolio, duely collected. The
         Fiduciary shall continue collecting the Portfolio and the Maintenance
         Fees through the Commissioner and Depository designated, under the same
         conditions as those which have been agreed.

9.5      Once the FIDUCIARY receives from the Depository and Commissioner the
         Portfolio's Promissory Notes, as well as the product in cash previously
         collected by the Commissioner and Depository, it shall apply the
         product in cash derived from the Collection of the Portfolio which at
         that time may be found within the patrimony of the Trust to the payment
         of the First Credit, under the terms of paragrah 9.6 following, and
         Bancomer may instruct the Fiduciary so that, at Bancomer's election, it
         may carry out one or more of the following options;

   9.5.1 To  continue  with the  Collection  of the  Portfolio  and  apply  the
         product  received  for this  concept  to the  payment  of the  amounts
         established in paragraph following,  in the order and priority therein
         established,  in the understanding that when the First Credit has been
         totally  covered,  the  Fiduciary,   without  having  to  receive  any
         instructions,  shall  release  the portion of the  Portfolio  which is
         found in the patrimony of the Trust, and the amounts  corresponding to
         the Collection of Fees, including interests  generated,  in benefit of
         the  Founders of the Trust or the persons  whom they may  designate in
         writing,  and  shall  proceed  to  extinguish  this  Trust,  since its
         purposes have been fulfilled.

   9.5.2 To discount,  assign, or transmit,  under any title, part or the total
         amount of the Portfolio's  Promissory Notes which are found within the
         patrimony  of the  Trust to  third  parties,  and  apply  the  product
         received for this concept to the payment of the amounts established in
         the  following  paragraph  9.6,  in the  order  and  priority  therein
         established,  and in the  event of the total  settlement  of the First
         Credit,  the  Fiduciary  shall deliver by means of an  endorsement  in
         ownership, the portion of the Portfolio which has not been discounted,
         assigned  or  transmitted  to third  parties,  as well as the  amounts
         responding  to the  Collection  of Fees which may be found  within the
         patrimony of the Trust,  including  interest and  accessories,  to the
         Founders of the Trust or to the parties who they may designate.

   9.5.3 To deliver to Bancomer the Portfolio's  Promissory Notes, for which it
         shall endorse them in ownership,  in the understanding  that this fact
         shall not imply the payment of the First  Credit,  but only insofar as
         Bancomer  can  effectively  collect  the same and  apply  the  product
         received to the payment of the First Credit, as far as it may reach.

   9.5.4 At the moment  when,within  the patrimony of the Triust,  there are no
         Promissory Notes on the Portfolio because the amount has been covered,
         or is  declared  uncollectible,  or due to another  cause  among those
         provided in  paragraphs  9.5.1,  9.5.2 and 9.53 above,  the  Fiduciary
         shall release the amounts  corresponding  to the Maintenance Fees that
         have not been  employed  under the terms of Clause  Fourth  hereunder,
         including interests and accessories, in benefit of the Founders of the
         Trust or whomsoever these may designate.

9.6  The  Fiduciary  shall  apply  the  product  of the  Portfolio's  collection
     obtained in accordance with the present Clause, under the following terms:

     (i)  In the first place,  to cover any fiscal  obligation that may exist on
          the  Portfolio,  or that may be generated due to the execution of this
          contract

     (ii) In the second place, to carry out the liquidation of outstanding  Fees
          in favor of the Fkiduciaary.

     (iii)In the third place,  to liquidate or reimburse  the expenses  that may
          have been  generated  due to the  execution of the Portfolio and which
          have been paid by Bancomer.

     (iv) In the fourth  place,  to liquidate  the First  Credit  insofar as the
          patrimony  of the Trust may reach,  against  the  presentation  of the
          statement of account  certified by  Bancomer's  accountant,  who shall
          verify the debts existing in its favor and charged to the  Accredited,
          applied  in the  first  place  to the  accessories  and  later  to the
          principal amount.

     (v)  In the fifth place,  to deliver the  remainder of the execution of the
          Portfolio,  if any, to the  Founders of the Trust,  in  proportion  to
          their contributions made to the present Trust.

9.7  With  respect to the First  Credit.the  Founders of the Trust and  Bancomer
     agree to submit to the  conventional  execution  proceeding  agreed in this
     Clause,  and they therefore  grant their consent so that .in the event that
     Bancomer should instruct this, the Fiduciary may proceed in accordance with
     the agreement  made in this Clause.  The Founders of the Trust and Bancomer
     aditionally agree that, if the execution  proceeding does not fully satisfy
     the  obligations  derived  from the First Credit and  guaranteed  with this
     Trust, they shall substitute the legal actions derived from the Portfolio's
     Promissory Notes for the collection of any balance due,  without  prejudice
     to the execution of the other guarantees  agreed upon in favor of Bancomer,
     and  which  will be  independent  and  demandable  in  accordance  with the
     agreements made therein.

"Nineteenth  -  Applicable   Legislation  and  Jurisdiction"  This  contract  is
     Interpreted  in  accordance  with the laws in effect in the United  Mexican
     States.

     The  Founders  of the Trust,  Bancomer,  Mexitur,  Regina and the  Fiduciar
     expressly agree and accept,  for all the  corresponding  effects,  that the
     fiduciary  guarantee granted in favor of Bancomer with respect to the First
     Credit has been constituted  prior to May 23, 2000, and  furthermore,  that
     this Trust  documents an instrument for the First Credit and for the Second
     Credit, and, therefore,  the stipulations contained in Title II, Chapter V,
     Section II of the  General  Law for Credit  Titles and  Operations  are NOT
     applicable.

     The parties  herewith submit to the jurisdiction of the competent courts in
     Mexico City,  Federal District with respect to the legal actions that might
     arise under the present  Trust,  waiving any  jurisdiction  or code of laws
     that may correspond to them by virtue of their present or future domiciles.

SECOND - With the exception of the modifications provided in this Agreement, the
     Irrevocable  Trust  Contract in Guarantee and the Source of Payment  number
     F626-99-5  subsists  in all its terms  and  conditions;  consequently  this
     agreement  does  not  imly  novation  or  modification  to the  obligations
     contained the above mentioned  Trust,  and therefore this Agreement and the
     Irrevocable   Trust  Contract  in  Guarantee  and  the  Source  of  Payment
     F626-99-5,  form a single  instrumental unit, and each and every one of the
     stipulations  of  the  second  are  applicable  to  the  first  as  it  may
     correspond.

THIRD- The parties in the present  Contract  agree to leave  without  effect the
     modifying  agreement of the  Irrevocable  Trust in Guaranteee and Source of
     Payment  number  F626-99-5,  executed  on the 15th day of  December,  2000,
     except  for  the  designation  of Mr.  Gustavo  Martin  Ripol  Bermudez  as
     Mercantile Depository, for the effects established in the Trust

FOURTH - For the study and signature of this Contract, the Founders of the Trust
     shall pay the  Fiduciary  on the date of signature  of the  Agreement,  the
     amount of $10,000.00  (Ten thousand  pesos Pesos 00/100  Mexican  Currency,
     plus the corresponding Value Added Tax.

FIFTH - The parties set forth as their domiciles those which were  established
     in the Trust Contract which is modified through the present Agreement.

SIXTH - For the  interpretation  and  fulfillment of this  Contract, the parties
     submit to the jurisdiction of the competent Courts in Mexico City,  Federal
     District,  waiving at once the jurisdiction  that may correspond to them by
     virtue of their domicile or neighborhood.

     In evidence of the above, this Agreement is prepared and signed on the 14th
     day of June, 2001


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

                                           /S/ Gustavo Ripol Bermudez
                                         ----------------------------------
                                         By:Gustavo Bermudez Ripol Bermudez
                                           Position: Legal Representative


                                 C.R. Resorts Cancun, S. de R..L de C.V.

                                          /S/ Gustavo Ripol Bermudez
                                         ----------------------------------
                                         By:Gustavo Bermudez Ripol Bermudez
                                           Position: Legal Representative

                                 C.R. Resorts los Cabos, S. de R.L. de C.V.

                                         /S/ Gustavo Ripol Bermudez
                                         ----------------------------------
                                         By:Gustavo Bermudez Ripol Bermudez
                                           Position: Legal Representative.


                    BBVA Bancomer, S.A.Institucion de Banca Multiple
                           Grupo Financero BBVA Bancomer


/S/ Gerardo Salazar Viezca                    /S/ Carlos Velazquez Thierry
--------------------------------              -----------------------------
By:  Gerardo Cuitlahulac Salazar Viezca      By: Carlos David Velazquez Thierry
Position:  Legal Representative               Position:   Legal Representative




                                 Fianzas Monterrey, S.A.

                                          /S/ Armando Vignau Quiros
                                         -------------------------------
                                           By: Armando Vignau Quiros
                                         Position: Fiduciary Delegate



                                 C.R. Resorts Capital, S.de R.L. de C.V.

                                          /S/ Gustavo Ripol Bermudez
                                         ----------------------------------
                                         By:GustavoBermudez Ripol Bermudez
                                           Position: Legal Representative


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

                                          /S/ Gustavo Ripol Bermudez
                                         --------------------------------
                                         By: Gustavo Martin Ripol Bermudez
                                         Position: Legal Representative


                                 Club Regina, S.A. de C.V.

                                          /S/ Gustavo Ripol Bermudez
                                         --------------------------------
                                         By: Gustavo Martin Ripol Bermudez
                                          Position: Legal Representative


                               Desarrollos Turisticos Regina, S. de R.L. de C.V.

                                          /S/ Gustavo Ripol Bermudez
                                         ---------------------------------
                                         By: Gustavo Martin Ripol Bermudez
                                          Position: Legal Representative