RAINTREE RESORTS INTERNATIONAL INC
BRUCE MACINTIRE EMPL AGRMNT DATED NOV. 1, 2001
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>9
<FILENAME>bmempagrmt.txt
<DESCRIPTION>BRUCE MACINTIRE EMPL AGRMNT DATED NOV. 1, 2001
<TEXT>





                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT (this "Agreement"), dated as of November 1, 2001,
is by and between Raintree Resorts International, Inc., a Nevada corporation
("Employer"), and Bruce S. MacIntire ("Employee").

                              W I T N E S S E T H:

         A.       Employer desires to continue the services of Employee as its
                  Senior Vice President - Resorts Development and continues and
                  extends the Employment Agreement dated as of October 16, 1998
                  between Employer and Employee.

         B.       Employer considers the employment of Employee pursuant to the
                  terms of this Agreement to be in the best interests of
                  Employer and its equity holders to facilitate continuity of
                  experienced management and wishes to assure that Employee
                  serves Employer on an objective and impartial basis and
                  without distraction or conflict of interest upon the potential
                  termination of Employee's employment under certain
                  circumstances.

         C.       Employee is willing, on the terms and subject to the
                  conditions provided in this Agreement, to undertake the
                  responsibilities contemplated herein, furnish services to
                  Employer as provided herein and be subject to certain
                  employment restrictions and obligations.

         D.       Undefined capitalized terms are defined in Section 8(a).
                                                             ------------

         NOW THEREFORE, in consideration of the premises, the covenants,
representations and warranties herein contained and other good, valuable and
binding consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereby agree:

     1.  Employment  Term.  This Agreement shall commence as of November 1, 2001
(the "Commencement  Date") and shall remain in effect from the Commencement Date
through December 31, 2004 (the "Employment Term"). Beginning on January 1, 2005,
and upon each anniversary,  this agreement will be automatically renewed and the
Employment  Term  shall be  extended  for  successive  one year  periods  unless
terminated  by either the  Employee  or  Employer  by giving  written  notice of
termination not less than 120 days in advance of the renewal date; provided that
there shall be no such renewal after the year in which Employee turns 63.

     2.  Responsibilities  and Authority.  Employer  hereby employs  Employee to
serve as Senior Vice President of Employer. During the Employment Term, Employee
will have the  responsibility  and authority to administer  and  coordinate  the
activities of Employer and its subsidiaries  relating to the Resorts Development
in accordance with the policy  guidelines as established by Employer's  Chairman
or Board.

<PAGE>

     3. Acceptance of Employment. Employee accepts employment by Employer on the
terms and conditions  herein  provided and agrees,  subject to the terms of this
Agreement,  to devote all of his full  business  time to advance the business of
Employer.  Without Employer's  Board's approval,  Employee will not serve on the
Board of Directors of any  non-affiliate  of Employer that is not  controlled by
Employee's family.

     4. Compensation and Benefits.  As compensation for his services  hereunder,
Employee will be entitled to the following amounts.

          (a) Base Salary. Employee's current base cash salary of aggregate rate
     of US$203,000.00 per annum shall continue through the year 2002. (the "Base
     Salary").  The Base Salary as in effect from time to time,  will be paid in
     accordance with its Company's customary payroll practices.  The Base Salary
     shall not be reduced below US $180,000 per annum.

          (b) Bonus.  Employee  will be  entitled  to  participate  in any bonus
     program  established by the Employer's  Board, the amount and determination
     of  which as  applicable  to  Employee  shall  be  fully  discretionary  by
     Compensation Committee of Employer's Board.

          (c)  Benefits  and  Productivity  Aids.  Employee  will be entitled to
     receive the  benefits  (the  "Benefits")  listed on  Schedule  A.

          (d) Beneficiaries.  Employee will have the absolute right to designate
     the  beneficiaries  to receive the  proceeds,  if any, of all Benefits upon
     Employee's death.

          (e) Acceleration of Payments.

               (i)  Occurrence of  Triggering  Event.  Upon the  occurrence of a
          Triggering Event,  Employee shall receive from Employer (i) a lump sum
          payment  equal to one times his Base Salary and (ii)  earned  Bonuses,
          any vested stock options and any other sums due him.

               (ii) Time of Payment.  All  accelerated  payments of Base Salary,
          Bonuses and  Benefits to Employee  pursuant to this Section 4(e) shall
          be paid as promptly as possible  but in any event within 30 days after
          Employee provides notice of a Triggering Event.

               (iii)  Reimbursement  of  Expenses.  Employee  will  be  promptly
          reimbursed for Reimbursable Expenses.

          (f) Consideration.  Employee's covenants contained in Sections 6 and 7
     are in return for the  consideration  Employee is to receive  under Section
     4(e).

          (g) Employer will provide all compensation and benefits listed above.


     5. Termination. This Agreement may be terminated upon the following terms:


                                       2
<PAGE>

          (a)  Termination  Upon Death.  This  Agreement will terminate upon the
     first  day of the  month  following  Employee's  date of death  during  the
     Employment  Term and,  other than Benefits and  Reimbursable  Expenses,  no
     further amounts will be due hereunder.

          (b)  Termination  Upon Total  Disability.  Employer may terminate this
     Agreement  because  of Total  Disability  upon at least 30 days'  notice to
     Employee;  provided that (i) Employer will pay Employee his Base Salary for
     the  lesser  of (A)  period  from such  notice  until the date on which the
     disability benefits contemplated by the Benefits begin accruing and (B) 120
     days from such notice,  and (ii) Employer  shall pay all other Benefits and
     Reimbursable Expenses owed Employee.

          (c)  Termination  by Employer  Without  Cause.  If terminated  without
     Cause, Employee shall be entitled to receive six months Base Salary.

          (d) Termination by Employer With Cause.  Employer shall be entitled to
     terminate   Employee's   employment  at  any  time  for  Cause.  Upon  such
     termination for Cause, all of Employee's  rights and benefits  provided for
     in this Agreement shall terminate immediately, except as to any accrued and
     unpaid  Base  Salary  prorated  through  the  date of  termination  and any
     Benefits or amounts  owed for  Reimbursable  Expenses  incurred by Employee
     prior  to such  termination.  Employee  will  not be  deemed  to have  been
     terminated  for Cause until there has been  delivered to him a  termination
     notice by Employer's Board.


     6. Confidentiality and Solicitation.

          (a) Confidentiality.

               (i)  Confidentiality  of  Information.  Employee  recognizes  and
          acknowledges that he will have access to the Trade Secrets,  access to
          and knowledge of which are essential to the  performance of Employee's
          duties hereunder. Employee will not, during the term of his employment
          by Employer or  thereafter,  either (A) disclose such Trade Secrets to
          any Person for any reason or purpose  whatsoever,  except on behalf of
          Employer for its business  purposes during the term of this Agreement,
          or (B) make use of any Trade  Secrets for his own  purposes or for the
          benefit of any Person, except to the extent authorized by an agreement
          between Employer and any such Person.

               (ii) Return of Confidential  Information.  All samples and copies
          of  Trade  Secrets   prepared  or  obtained  by  Employee  during  his
          employment shall at all times be the property of Employer and Employee
          shall  deliver  the  same to  Employer  at any  time  upon  Employer's
          request,  and in any event shall deliver the same to Employer upon the
          termination of his employment  whether or not he has been requested to
          do so.

          (b)   Solicitation.   During  the  Employment  Term  and  three  years
     thereafter,  Employee  will  not,  and will  cause his  affiliates  to not,
     directly  or  indirectly,  (i) solicit


                                       3
<PAGE>
     for  employment by any Person,  its affiliates or anyone else, any employee
     or  then  currently  active  independent  contractor  of  Employer  or  its
     affiliates,  or any person who was an  employee  or then  currently  active
     independent  contractor of Employer or its affiliates,  within the one year
     period  immediately  preceding such  solicitation  of  employment;  or (ii)
     induce or attempt to induce,  any  employee or  independent  contractor  of
     Employer or its  affiliates,  to terminate  such  employee's  employment or
     independent contractor's active contractual relationship.

          (c) Specific Performance. If there is a breach or threatened breach of
     the  provisions  of this  Section  6,  Employer  shall  be  entitled  to an
     injunction  restraining  Employee  from such breach,  without bond or other
     security.  Nothing herein shall be construed as  prohibiting  Employer from
     pursuing any other remedies for such breach or threatened breach.


     7. Covenant Not to Compete.

                  (a) Non-Competition Covenant. In return for the consideration
         described in Section 4, Employee agrees that he shall not for a period
         of three years from the termination of his employment with Employer
         (the "Non-Competition Term") in any manner whatsoever, either directly
         or indirectly, with any Person in each case, within the Geographic
         Area:

                    (i) provide or offer to provide to any Person any  services,
               information  or other  assistance  relating  to the  business  of
               Employer  or of  any  of  its  affiliates  (as  of  the  date  of
               termination  of  Employee's  employment)  or with  respect to any
               customer,  client or prospective  customer or client, of Employer
               or of any of its  affiliates in each case,  within the Geographic
               Area;

                    (ii) own, operate,  engage in, participate in, or contribute
               to, alone or as a partner,  joint  venturer,  officer,  director,
               member,  employee,  consultant,  agent, independent contractor or
               stockholder of, or lender to, or in any other  capacity,  in each
               case, any real estate,  timeshare product, service or product, or
               other which is the same as, similar to, or competes with Employer
               or its  affiliate's  services or products or which  compete  with
               Employer or its affiliate's business;

                    (iii)  (A)  call  on  any  Acquisition  Candidate  with  the
               knowledge of such Acquisition Candidate's status as such, for the
               purpose of  acquiring,  or  arranging  the  acquisition  of, that
               Acquisition  Candidate by any Person  other than  Employer or its
               affiliates, (B) induce any Person which is a customer of Employer
               or  its   affiliates  to  patronize  any  business   directly  or
               indirectly in competition with the business conducted by Employer
               or its affiliates; (C) canvass, solicit or accept from any Person
               which is a  customer  of  Employer  or its  affiliates,  any such
               competitive  business;  or (D) request or advise any Person which
               is a customer  of  Employer  or its  affiliates,  or its or their
               successors;  "Acquisition Candidate" means (I) any Person engaged
               in the

                                       4
<PAGE>
               Timeshare Business, or the purchase or development of real estate
               with the purpose of engaging  in the  Timeshare  Business or (II)
               any project with respect to the Timeshare Business, and in either
               case (i) which was called on by  Employer or its  affiliates,  in
               connection  with the  possible  acquisition  by  Employer  or its
               affiliates of that Person or project,  or (ii) with respect which
               Employer or its affiliates has made an acquisition analysis; or

                    (iv) directly or indirectly  employ, or knowingly permit any
               Person, directly or indirectly, controlled by him, to employ, any
               Person who was  employed  by  Employer  or its  affiliates  at or
               within the prior one year.

          (b) Employee agrees and understands that Employer's business is highly
     competitive  and that Employer has invested  considerable  sums of money in
     developing  real estate and timeshare  properties  and  services,  training
     programs, sales programs,  pricing and marketing formulas and programs, and
     account  records for the proper  servicing  of its  clients  and  potential
     clients.

          (c) Employee  further  agrees and  understands  that this  covenant is
     necessary for the protection of Employer due to its legitimate  interest in
     protecting its business goodwill and Trade Secrets. Employee further agrees
     and  understands  that,  because of the legitimate  interest of Employer in
     protecting its business goodwill and Trade Secrets as well as the extensive
     confidential  information and special  knowledge  received by Employee from
     Employer,  the  restrictions  enumerated in Section 7(a) are not oppressive
     and are, in fact,  reasonable.  Employee also agrees and understands  that,
     due to the  necessity  of  this  covenant  and the  adequate  consideration
     supporting it, this covenant does not prevent competition,  and in fact, it
     encourages Employer to entrust Employee with Trade Secrets.

          (d) If a court of competent jurisdiction  determines that the scope of
     any provision of this Section 7 is too broad to be enforced as written, the
     parties intended that the court reform the provision to such narrower scope
     as it determines to be reasonable and enforceable.

          (e) Employee  agrees that if he breaches  this covenant he will submit
     to the rendition of a temporary  restraining  order,  without prior notice,
     and thereafter to a temporary and permanent injunction.  Further,  Employee
     agrees to the jurisdiction of an appropriate court in Harris County, Texas,
     for the enforcement of this covenant.


                                      5
<PAGE>
     8. Miscellaneous.

          (a) Definitions. The following terms have the indicated meanings.

               (i) Base Salary - defined in Section 4(a).

               (ii) Cause -

                    (A) the  failure of Employee  to  substantially  perform his
               covenants  and  duties  described  herein  (other  than  any such
               failure resulting from Total Disability);

                    (B) the engaging by Employee in willful, reckless or grossly
               negligent misconduct which is materially injurious to Employer or
               any of its affiliates, monetarily or otherwise;

                    (C) the misappropriation of Employer funds;

                    (D) Employee's commission of an act of dishonesty, affecting
               Employer  or  its  affiliates,   or  the  commission  of  an  act
               constituting common law fraud or a felony; or

                    (E)  Employee  shall  resign  or  otherwise   terminate  his
               employment  with  Employer  for any  reason  other than by mutual
               written agreement with Employer.

               (iii)  Change of  Control - is  deemed  to have  occurred  if any
          "person"  as such  term is used in  Sections  13(d)  and  14(d) of the
          Securities  Exchange  Act of 1934,  as then in  effect,  other  than a
          shareholder or its  beneficiary on the date hereof or any "person" who
          on the date of determination is a Director or Officer of Employer,  is
          or becomes the "beneficial  owner" as defined in Rule 13d-3 under such
          Act,  directly or indirectly,  of securities of Employer  representing
          51%  or  more  of  the  combined   voting  power  of  Employer's  then
          outstanding equity securities.

               (iv)  Geographic  Area - the  geographic  market  areas  (and the
          specific  countries  and states  located  therein)  of Employer or its
          affiliates in which Employer is conducting business at the time of the
          expiration of Employee's employment with Employer or its affiliates.

               (v) Person - a natural person,  firm,  corporation,  association,
          partnership  (general  or  limited),  limited  liability  corporation,
          syndicate, governmental body, or any other entity.

               (vi) Reimbursable Expenses - all properly documented,  reasonable
          and  necessary  expenses  incurred  by  Employee  on  behalf of and in
          connection with the business of Employer.


                                       6
<PAGE>
               (vii) Termination Notice - notice under Sections 1(a) or 1(b).

               (viii)  Total  Disability  - illness or other  physical or mental
          disability of Employee  which shall  continue for a period of at least
          45  consecutive  days or three  months  in the  aggregate  during  any
          12-month  period  during the  Employment  Term,  which such illness or
          disability shall make it impossible or  impracticable  for Employee to
          perform any of his duties and responsibilities hereunder.

               (ix) Timeshare Business - the business of purchasing, developing,
          marketing, selling and financing timeshare vacation intervals.

               (x) Trade Secrets - Employer and its  affiliates'  proprietary or
          confidential information,  including but not limited to the following:
          trade  secret  information,   ideas,  concepts,   software,   designs,
          drawings,   techniques,   models,   data,   documentation,   research,
          development,    processes,   procedures,   business   acquisition   or
          disposition  plans,  "know how,"  marketing  techniques and materials,
          marketing and development plans,  customer names and other information
          related  to  customers,  price  lists,  pricing  policies,  details of
          customer,  distributor,  agency  or  consultant  contracts,  financial
          information  and  any  other  information  relating  to the  business,
          customers,  trade, trade secrets or industrial  practices of Employer;
          provided that, "Trade Secrets" shall not include information that: (A)
          at the  time of  disclosure  is in the  public  domain;  or (B)  after
          disclosure  is  published  or  otherwise  becomes a part of the public
          domain through no act or omission of Employee or his  affiliates  (but
          only after, and only to the extent that, such information is published
          or otherwise  becomes  part of the public  domain).  In addition,  any
          combination  of  features   disclosed  in  the  course  of  Employee's
          employment  shall not be deemed to be  within  the  exceptions  listed
          above merely because individual  features are separately in the public
          domain or in a Person's possession, but shall be within the exceptions
          only if the  combination  itself and its principle of operation are in
          the  public  domain or in a Person's  possession  as  provided  in the
          exceptions listed above.

               (xi)  Triggering  Event.  -  Following a Change of Control (A) if
          Employee   terminates   employment  with  Employer;   (B)  the  actual
          termination of this Agreement by Employer;  or (C) except as expressly
          provided  herein,  Employer's  refusal to renew this Agreement for any
          one-year term for any reason, in each case, other than:

                    (1) Employee's voluntary termination;

                    (2) Termination of employment for Cause; or


                                       7
<PAGE>

                    (3)  Termination  of  employment  upon  the  death  or Total
               Disability.

          (b)  Severability.  To the extent that any provision of this Agreement
     may be  deemed or  determined  to be  unenforceable  for any  reason,  such
     unenforceability  shall not impair or affect any other provision,  and this
     Agreement shall be interpreted so as to most fully give effect to its terms
     and still be enforceable.

          (c) Scope of Agreement.  This Agreement  constitutes  the whole of the
     agreement between the parties on the subject matter,  superseding all prior
     oral  and  written   conversations,   negotiations,   understandings,   and
     agreements in effect as of the date of this Agreement.

          (d)  Notices.  Any notice or request to be given  hereunder  to either
     party hereto shall be deemed  effective  only if in writing and either ((i)
     delivered  personally  to Employee (in the case of a notice to Employee) or
     to the Board of Employer,  or (ii) sent by certified  or  registered  mail,
     postage prepaid, to the addresses set forth on the signature page hereof or
     to such other address as either party may hereafter specify to the other by
     notice similarly served.

          (e)  Assignment.  This Agreement and the rights and obligations of the
     parties  hereto  shall bind and inure to the benefit of each of the parties
     hereto,  and shall also bind and inure to the benefit of  Employee's  heirs
     and legal  representatives  and any  successor or successors of Employer by
     merger or  consolidation  and any assignee of all or  substantially  all of
     Employer's  business  and  properties;  except as to any such  successor or
     assignee of Employer,  neither  this  Agreement  nor any duties,  rights or
     benefits  hereunder may be assigned by Employer or by Employee  without the
     express written consent of Employee or Employer, as the case may be.

          (f) Governing Law,  Construction and Submission to Jurisdiction.  This
     Agreement  shall be construed and enforced in  accordance  with the laws of
     the State of Texas without reference to its choice-of-law principles.  Each
     party hereto has had adequate  opportunity  to be  represented by qualified
     counsel and,  accordingly,  this Agreement shall not be interpreted against
     either  party.  If any  action is brought  to  enforce  or  interpret  this
     Agreement, venue for such action will be in Harris County, Texas.

          (g)  Modification.  No  amendment,   modification  or  waiver  of  any
     provision  hereof  shall be made unless it be in writing and signed by both
     of the parties hereto.

          (h)  Termination  of Prior  Agreements.  When this  Agreement  becomes
     effective  it shall  supersede  all prior  arrangements  or  understandings
     concerning Employee's employment by Employer or Employer.

          (i)  Headings.   The  headings  in  this   Agreement  are  solely  for
     convenience of reference and shall not affect its interpretation.


                                       8
<PAGE>
          (j) No Waiver.  No failure on the part of any party hereto at any time
     to require the performance by any other party of any term of this Agreement
     shall be taken or held to be a  waiver  of such  term or in any way  affect
     such  party's  right to  enforce  such  term,  and no waiver on the part of
     either party of any term of this  Agreement  shall be taken or held to be a
     waiver of any other term hereof or the breach thereof.

          (k)   Counterparts.   This  Agreement  may  be  executed  in  separate
     counterparts,  each of which when so executed  shall be an original but all
     of such  counterparts  shall  together  constitute  but  one  and the  same
     instrument.


                          [NEXT PAGE IS SIGNATURE PAGE]


                                      9
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.




                                           RAINTREE RESORTS INTERNATIONAL, INC.



                                           By: /S/ Douglas y Bech
                                              ----------------------------------
                                                     Douglas Y. Bech
                                                        Chairman





                                           BRUCE S. MACINTIRE



                                           By: /S/ Bruce MacIntire
                                              ----------------------------------
                                               Name:   Bruce S. MacIntire,
                                                      personally


                                       10
<PAGE>

                                   Schedule A

1.   Two weeks annual vacation which shall not accrue from year to year.

2.   Life insurance in the amount of two times Base Salary.

3.   Disability insurance for Employee pursuant to Employer's plan.

4.   Medical  insurance  for  Employee  and  Employee's  family  pursuant to the
     Employer's plan.

5.   Reasonable  use of office  supplies,  computers,  copying and fax machines,
     telephones and secretarial services.

6.   Reasonable  membership dues for one airline club of Employee's choice and a
     corporate  American  Express  card for  corporate  travel and other  proper
     business  purposes  which shall also provide for  membership in one or more
     airline clubs.

7.   If terminated pursuant to Sections 4(e)(i) or 5(c),  reasonable expenses of
     reasonable and customary outplacement services not to exceed $5,000.



</TEXT>
</DOCUMENT>
