AMENDMENT NO. 3 TO CORPORATE GUARANTEE
                           AND SUBORDINATION AGREEMENT


Reference  is  made  to  that  certain  Corporate  Guarantee  and  Subordination
Agreement dated as of November 22, 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 (the "First  Amendment")
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
(the "Second  Amendment" and together with the First  amendment and the Original
Guarantee, the "Guarantee Agreement") from Raintree Resorts International,  Inc.
a Nevada  corporation  ("Guarantor") in favor of FINOVA Capital  Corporation , a
Delaware corporation  ("Lender"),  with respect to the obligations of 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. to Lender.

The chart contained within paragraph 4.1(j) of the Original Guarantee, together
with the next succeeding paragraph, as amended by the Second Amendment, shall be
further amended and restated in its entirety to read as follows:

    Test Date:           Net Worth Covenant (US Dollars)
    ----------           ------------------
    12/31/1999               ($9,600,000)
    3/31/2000                ($11,800,000)
    6/30/2000                ($16,900,000)
    9/30/2000                ($24,200,000)
    12/31/2000               ($26,900,000)
    3/31/2001                ($23,400,000)
    6/30/2001                ($27,200,000)
    9/30/2001                ($29,700,000)
    12/31/2001               ($34,700,000)

         The Adjusted Net Worth covenant for each succeeding quarter test date
following December 31, 2001, throughout the remaining term of the Agreement
shall equal the Adjusted Net Worth set forth on reasonably prepared financial
projections prepared by Guarantor and approved by Lender reflecting Guarantor's
projected financial performance from December 31, 2001 throughout the remaining
term of the Agreement, which projection shall be delivered to Lender no later
than September 30, 2001. In the event Lender and Guarantor are unable to agree
upon the Adjusted Net Worth covenant for the period following December 31, 2001,
then such Adjusted Net Worth Covenant for all periods following December 31,
2001, shall equal the more positive of Guarantor's actual Adjusted Net Worth on
September 30, 2001 or ($34,700,000).

Reference is also made to that certain Loan and Security Agreement among The
Teton Club, LLC ("Teton"), Raintree and Lender dated as of June 29, 1999, (the
"Teton Loan Agreement"). Lender agrees to enter into an appropriate amendment
with each of Raintree and Teton, thereby amending the Teton Loan Agreement so
that the "Adjusted Net Worth" covenant of Raintree, contained in the Teton Loan
Agreement, is consistent with the same covenant contained in the Guarantee
Agreement.

         All other terms and provisions of the Guarantee Agreement shall remain
in full force and effect. By execution below, Guarantor hereby reaffirms, as if
made on the date hereof, all the covenants, representations and warranties
contained in the Guarantee Agreement.

         THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF STATE OF ARIZONA. FOR PURPOSES OF THIS PARAGRAPH, THIS INSTRUMENT
SHALL BE DEEMED TO BE PERFORMED AND MADE IN THE STATE OF ARIZONA.

                            [SIGNATURE PAGES FOLLOW]


<PAGE>


[SIGNATURE  PAGE TO AMENDMENT  NO. 3 TO CORPORATE  GUARANTEE  AND  SUBORDINATION
AGREEMENT]

         IN WITNESS WHEREOF, Guarantor and Lender have hereunto executed this
instrument as of the 9th day of November, 2000.

                                            RAINTREE RESORTS INTERNATIONAL,
                                            INC., a Nevada corporation



                                            By       /s/ Douglas Y. Bech
                                                     -------------------
                                            Name     Douglas Y. Bech
                                                     -------------------
                                            Title     CEO
                                                      ------------------

                                            FINOVA CAPITAL CORPORATION, a
                                            Delaware corporation



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