RAINTREE RESORTS INTERNATIONAL INC
FINOVA SECOND LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FINOVA SECOND LETTER AGREEMENT
<TEXT>

                                SIDE LETTER NO. 2
                                October 13, 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, as amended.

Dear Mr. Bech:

     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 "Amendment No. 1") and
as further  amended by that  certain  side letter  dated May 11, 2000 (the "Side
Letter No. 1" and together  with the Original  Loan  Agreement and the Amendment
No.  1,  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 dated as of November 30, 1999
(collectively the "Guarantee Agreement").

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

     This Side Letter will set forth certain  agreements  that have been reached
among the Borrower, Raintree and the Lender.

          1. Additional Definitions:  Paragraph 1 of the Loan Agreement shall be
     amended by adding the following defined terms:


          "'Foreign  Receivables':  those  Receivables with respect to which the
     maker is a resident of a country other than the United States of America or
     Canada.

          2.  Delinquencies:  Paragraph  S.5(b) of the Schedule shall be amended
     and restated in its entirety to read as follows:

                           "(b) Borrower  shall not permit  Delinquencies  as of
         the end of any three (3) consecutive calendar months during the term of
         the Receivables Loan and the Inventory Loan to exceed five percent (5%)
         of  the  aggregate  then  unpaid  principal   balance  of  all  Foreign
         Receivables  which have been  pledged or assigned  to Lender.  Borrower
         shall  not  permit  Delinquencies  as of  the  end  of  any  three  (3)
         consecutive calendar months during the term of the Receivables Loan and
         the Inventory  Loan to exceed four percent (4%) of the  aggregate  then
         unpaid  principal  balance  of all  Receivables  (inclusive  of Foreign
         Receivables)  which  have  been  pledged  or  assigned  to  Lender.  In
         addition,  during the term of the Inventory  Loan,  Borrower  shall not
         permit  Delinquencies  as of  the  end  of any  three  (3)  consecutive
         calendar  months to exceed  ten  percent  (10%) of the  aggregate  then
         unpaid principal balance of all Receivables arising from the Time Share
         Project that have not been pledged or assigned to Lender.  For purposes
         hereof, Delinquencies shall mean, (i) in the case of the first sentence
         above, Foreign Receivables pledged or assigned to Lender under which an
         installment payment becomes more than sixty (60) days past due, (ii) in
         the  case of the  second  sentence  above,  Receivables  (inclusive  of
         Foreign  Receivables)  pledged or  assigned  to Lender  under  which an
         installment  payment  becomes  more than  sixty  (60) days past due and
         (iii) in the case of the third sentence above, Receivables arising from
         the Time Share  Project and which have not been  pledged or assigned to
         Lender, under which an installment payment becomes more than sixty (60)
         days past due. This covenant shall be tested on a consolidated level as
         to all of the entities constituting Borrower."

          3. Foreign  Persons:  Subparagraph  (j)  appearing on Exhibit A to the
     Original  Loan  Agreement  shall be amended and restated in its entirety to
     read as follows:

                                       2
<PAGE>

               "(j) The  Purchaser  is a United  States  or  Canadian  resident,
          unless the  Purchasers  of at least  eighty-five  percent (85%) of all
          other Eligible Instruments are United States or Canadian residents."

          4. Exhibit A to the Original Loan Agreement  shall be amended with the
     addition of a subparagraph (r) reading as follows:

               "(r) In the  case  of a  Foreign  Receivable,  at  least  two (2)
          scheduled installment payments have been made."

          5. Servicing: To the extent that any Borrower receives any installment
     of  principal,  interest or other  amounts  payable  under any  Instruments
     pledged or assigned to Lender,  the Borrower  receiving  such payment shall
     remit such payment, without any deduction, to the appropriate account being
     maintained  by the  Lockbox  Agent under the  Lockbox  Agreement  and shall
     concurrently  therewith advise the Servicing Agent as to the making of such
     payment to the Lockbox Agent and other  specifics  concerning such payments
     as the Servicing Agent shall require. Such payment and report shall be made
     on the first  Business Day of each  calendar  week with respect to payments
     theretofore  received and not yet remitted to Lockbox Agent. As to payments
     received under Instruments constituting Foreign Receivables,  such payments
     shall be remitted to the account referenced in the Lockbox Agreement as the
     "FINOVA Capital Corporation Transfer Account" presently bearing the account
     number 23131556.

          6. Service of Process Agent: Each entity constituting  Borrower hereby
     appoints Raintree Resorts International, Inc. ("Raintree"), with an address
     of  10000  Memorial  Drive,  Suite  480,  Houston,  Texas  77024,  as their
     respective  agent for service of process  ("Service of Process  Agent") who
     shall be  responsible  for accepting  service of process  within the United
     States on behalf of each of the  undersigned.  Service shall be effected on
     the Service of Process  Agent in  accordance  with the laws of the State in
     which such service is made and if served in accordance with such laws, such
     service shall be effective and valid. Within twenty (20) days following the
     full  execution  hereof,  each Borrower  agrees to execute before a Mexican
     notary public a power of attorney in a form  acceptable to Lender as to the
     appointment  of the Service of Process  Agent and shall cause such power of
     attorney to be registered with the appropriate public registry and with the
     Mexican Public Registry of Commerce.  The undersigned  shall not change its
     Service of Process Agent without (i) sixty (60) days' prior written  notice
     to Lender,  (ii) the  delivery  to Lender of a power of  attorney in a form
     acceptable  to Lender as to such new  Service  of  Process  Agent (the "New
     Agent"),  (iii) the delivery to Lender of a written  acceptance  by the New
     Agent of  his/her/its  appointment  and (iv) evidence that the  replacement
     power  of  attorney  has  been  registered  with  the  appropriate   public
     registries  and with the Mexican Public  Registry of Commerce.  Each of the
     undersigned  hereby  agrees  that  service of process  upon the  Service of
     Process Agent  appointed  prior to the  appointment  of the New Agent shall
     continue to be effective until the satisfaction of the conditions set forth
     in clauses (i), (ii), (iii) and (iv) above.

                                       3
<PAGE>
          7.  Conditions:  As a  condition  to Lender's  obligations  hereunder,
     Borrower  shall execute and deliver to Lender an Assignment of  Declarant's
     Rights in a form  acceptable  to Lender  along with  appropriate  financing
     statement  amendments.  As  a  further  condition  to  Lender's  obligation
     hereunder,  Lender  shall be  comfortable  with the  manner in which it has
     perfected its security  interest,  under Mexican law, with respect to those
     Foreign Receivables made by Mexican residents.

          8. Reaffirmation:


               (i) Borrower and Raintree hereby  reaffirm,  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 to  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
<PAGE>
          9. Authorization: Borrower and Raintree represent and warrant that (i)
     they have the full power and  authority to execute and deliver this letter;
     (ii) 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;  (iii) this  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  Raintree is a party;  and (iv) 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.

          10.  Guarantee  Agreement:  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.

          11. Counterparts: 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.

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



                            [Signature Pages Follow]

                                       5

<PAGE>


                  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/ Mirian Santacruz

                                        Name:    Miran Santacruz
                                             -----------------------------------
                                        Title:  Vice President
                                             -----------------------------------



ACCEPTED this 13th day of October, 2000:

                                        "BORROWER"

WITNESS:                                 CR Resorts Cancun,  S. de R.L. de C.V.,
                                         a Mexican limited  responsibility
                                         corporation with variable capital


Brian Tucker                             By:    /S/ Douglas Y. Bech
____________                             Name: Doug Bech
                                             -----------------------------------
                                         Its:  Attorney in fact
                                             -----------------------------------
                                                                        [SEAL]


WITNESS:                                 CR  Resorts  Puerto  Vallarta,  S.  de
                                         R.L.  de  C.V.,  a  Mexican  limited
                                         responsibility  corporation with
                                         variable capital

Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:  Doug Bech
                                              ----------------------------------
                                         Its:  Attorney in fact
                                              ----------------------------------
                                                                        [SEAL]

                         [Additional Signatures Follow]

                                       6
<PAGE>



WITNESS:                                  Corporacion  Mexitur,  S. de R.L. de
                                          C.V.,  a Mexican  limited
                                          responsibility  corporation with
                                          variable capital

Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                          Its:  Attorney in fact
                                              ----------------------------------
                                                                       [SEAL]

WITNESS:                                 CR Resorts Cancun  Timeshare  Trust, S.
                                         de R.L. de C.V., a Mexican  limited
                                         responsibility corporation with
                                         variable capital
Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                          Its:  Attorney in fact
                                              ----------------------------------
                                                                       [SEAL]
WITNESS:                                CR Resorts Cabos  Timeshare  Trust,  S.
                                        de R.L. de C.V., a Mexican  limited
                                        responsibility corporation with
                                        variable capital
Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                         Its:  Attorney in fact
                                              ----------------------------------

                                                                        [SEAL]

WITNESS:                               CR  Resorts  Puerto  Vallarta  Timeshare
                                       Trust,  S. de R.L.  de C.V.,  a  Mexican
                                       limited responsibility corporation with
                                       variable capital
Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                         Its:  Attorney in fact
                                              ----------------------------------
                                                                       [SEAL]

                         [Additional Signatures Follow]

                                       8
<PAGE>


WITNESS:                               Promotora Villa Vera, S. de R.L. de C.V.,
                                       a Mexican limited responsibility
                                       corporation with variable capital

Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                          Its:  Attorney in fact
                                              ----------------------------------
                                                                        [SEAL]

WITNESS:                               Villa Vera Resort, S. de R.L. de C.V.,
                                       a Mexican limited responsibility
                                       corporation with variable capital
Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                         Its:  Attorney in fact
                                              ----------------------------------

                                                                        [SEAL]

WITNESS:                              Raintree Resorts International., Inc.
                                      a Nevada corporation

Brian Tucker                             By:    /S/ Douglas Y. Bech
____________
                                         Name:    Doug Bech
                                              ----------------------------------
                                          Its:  Attorney in fact
                                              ----------------------------------

                                                                        [SEAL]



<PAGE>


STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000,  by  Douglas  Y. Bech,  as  Attorney  in Fact of CR Resorts
     Cancun,  S. de R.L. de C.V., a Mexican limited  responsibility  corporation
     with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000,  by Douglas Y. Bech,  as Attorney in Fact of CR Resorts Los
     Cabos,  S. de R.L. de C.V., a Mexican  limited  responsibility  corporation
     with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October, 2000, by Douglas Y. Bech, as Attorney in Fact of CR Resorts Puerta
     Vallarta, S. de R.L. de C.V., a Mexican limited responsibility  corporation
     with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000,  by Douglas Y. Bech,  as  Attorney  in Fact of  Corporacion
     Mexitur, S. de R.L. de C.V., a Mexican limited  responsibility  corporation
     with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October, 2000, by Douglas Y. Bech, as Attorney in Fact of CR Resorts Cancun
     Timeshare  Trust,  S. de R.L.  de C.V.,  a Mexican  limited  responsibility
     corporation with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000, by Douglas Y. Bech, as Attorney in Fact of CR Resorts Cabos
     Timeshare  Trust,  S. de R.L.  de C.V.,  a Mexican  limited  responsibility
     corporation with variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------

STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000,  by  Douglas  Y. Bech,  as  Attorney  in Fact of Villa Vera
     Resort, S de R.L. de CV, a Mexican limited responsibility  corporation with
     variable capital, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------


STATE OF Texas)

COUNTY OF Harris)

          The foregoing  instrument was acknowledged  before me this 13th day of
     October,  2000, by Douglas Y. Bech, as Attorney in Fact of Raintree Resorts
     International, a Nevada corporation, on behalf of the corporation.

                                Bea M. Robertson
                           --------------------------
                                  Notary Public

                                                                (Seal)

My Commission Expires:
10-31-03
-------------------------
<PAGE>
</TEXT>
</DOCUMENT>
