GUARANTY AGREEMENT
                                 (Loan Facility)


     THIS GUARANTY  AGREEMENT  ("Guaranty")  is made as of November 30, 2001, by
and  between  RAINTREE  RESORTS   INTERNATIONAL,   INC.,  a  Nevada  corporation
("Guarantor")  and RESORT  CONDOMINIUMS  INTERNATIONAL,  LLC, a Delaware limited
liability company ("Lender").

                              W I T N E S S E T H:

     WHEREAS,  Lender is contemplating entering into a Loan Agreement (such Loan
Agreement,  and any  and all  amendments,  modifications,  supplements,  riders,
exhibits and schedules  that are attached  thereto and may hereafter be attached
thereto being  hereinafter  collectively  referred to as the  "Agreement")  with
Regina Resorts, LLC, a Nevada limited liability company ("Borrower") to be dated
as of the date  hereof,  whereby  Lender will lend to Borrower  the sum of money
("Loan") as therein set forth,  to be evidenced by a promissory note ("Note") as
called for in the  Agreement,  which  Loan is to be  secured  by the  collateral
("Collateral") described therein; and

     WHEREAS,  Lender is willing to enter into the Agreement  with, and make the
Loan to,  Borrower  only if  Guarantor  agrees to  guarantee  the full,  prompt,
complete and faithful  performance of all the terms,  covenants,  conditions and
obligations  on  Borrower's  part to be  performed  under the  Receivables  Loan
Documents (as defined in the Agreement) and Guarantor is willing to so agree.

     NOW, THEREFORE,  in order to induce Lender to enter into the Agreement with
Borrower and to fund the Loan,  and for other good and  valuable  consideration,
the   sufficiency   of   which  is   hereby   acknowledged,   Guarantor   hereby
unconditionally covenants and agrees with Lender as follows:

                              ARTICLE I - GUARANTY

     1.1 Guarantor  absolutely and  unconditionally,  jointly and severally with
any other Obligors (as defined in paragraph 2.1),  guarantees the full,  prompt,
complete  and faithful  performance,  payment,  observance  and  fulfillment  by
Borrower of all the  obligations,  covenants and  conditions of the  Receivables
Loan Documents  ("Obligations"),  including,  but not limited to, the payment of
any and all sums that may become due to Lender from Borrower thereunder, whether
Borrower is liable individually or jointly with others. Guarantor further agrees
to pay all  expenses  (including  attorneys'  and  paralegals'  fees  and  legal
expenses and expert  witness fees,  all as more fully provided in the Agreement)
paid or incurred by Lender in  endeavoring  to collect the  Obligations,  or any
part  thereof,  or


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<PAGE>

securing the performance thereof, or in enforcing this Guaranty,  whether or not
litigation is instituted.

     1.2 Guarantor covenants and agrees absolutely and unconditionally  that, in
case of an Event of Default (as defined in the Agreement),  within ten (10) days
of the receipt of written  notice from or on behalf of Lender to the effect that
there exists such an Event of Default and of the Obligations  which Borrower has
failed to pay or perform,  Guarantor  will pay in its entirety the entire unpaid
principal  balance with  accrued and unpaid  interest due under the Note and any
other sums properly due and owing to Lender under the Receivables Loan Documents
(collectively,  the  "Unpaid  Amount") in lawful  money of the United  States to
Lender at its offices at 6 Sylvan Way,  Parsippany,  New Jersey 07054-0656 or to
such other address as Lender may designate in writing from time-to-time, or will
provide Lender with evidence of the performance of the Obligation which Borrower
has failed to perform.  If  Guarantor  should fail to pay any sums  properly due
Lender hereunder within ten (10) days following  receipt of Lender's request for
payment of any such sums, then said sums shall bear interest at the Default Rate
(as defined in the  Agreement).  Further,  if  Guarantor  shall fail to pay such
amount or perform such Obligation, Lender may institute and pursue any action or
proceeding  to  judgment or final  decree and may  enforce any such  judgment or
final  decree  against  Guarantor  and collect in the manner  provided by law or
equity out of its property, wherever situated, the monies adjudged or decreed to
be payable.

     1.3 This Guaranty  shall not be limited to any  particular  period of time,
but, rather,  shall continue  absolutely,  unconditionally and irrevocably until
all terms,  covenants and conditions of the Receivables Loan Documents have been
fully and  completely  performed  by Borrower  or  otherwise  discharged  and/or
released  by  Lender,  and  Guarantor  shall  not be  released  from  any  duty,
obligation  or  liability  hereunder  so long as  there is any  claim of  Lender
against  Borrower  arising out of the  Receivables  Loan Documents which has not
been  performed,  settled or  discharged in full, or during any period for which
this Guaranty is continued in effect or reinstated pursuant to paragraph 2.7.

                   ARTICLE II - REMEDIES AND RIGHTS OF LENDER

     2.1 Lender shall give  Guarantor  notice in writing of any Event of Default
but neither  failure to give,  nor defect in, any notice shall  extinguish or in
any way affect the obligations of Guarantor  hereunder or give rise to any claim
by  Guarantor  for  breach,  other  than to the  extent  the  periods  governing
Guarantor's  performance,  as set forth in  paragraph  1.2,  are affected by the
timing of the notice. Neither demand on, nor the pursuit of any remedies against
Borrower, or any guarantor, surety or insurer of the Obligations or part thereof
("Obligor")  shall be  required  as a  condition  precedent  to, and neither the
pendency nor the prior termination of any action, suit or proceeding against the
Borrower or any Obligor  (whether for the same or a different  remedy) shall bar
or prejudice the making of a demand on Guarantor by Lender and the  commencement
against Guarantor after such demand of any action, suit or proceeding, at law or
in equity, for the specific performance of


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<PAGE>
any covenant,  or agreement contained in the Receivables Loan Documents,  or for
the enforcement of any other appropriate legal or equitable remedy.

     2.2  Guarantor's  liability  hereunder  is primary,  direct and  immediate.
Guarantor  agrees that  neither:  (a) the exercise or the failure to exercise by
Lender of any rights or  remedies  conferred  on it under the  Receivables  Loan
Documents;  (b) the recovery of a judgment against Borrower or any Obligor;  (c)
the  commencement  of an  action at law or the  recovery  of a  judgment  at law
against  Borrower or any  Obligor  and the  enforcement  thereof  through  levy,
execution or  otherwise;  (d) the taking or  institution  of any other action or
proceeding  against  Borrower  or any  Obligor;  nor (e) any  delay  in  taking,
pursuing or exercising any of the foregoing actions,  rights, powers or remedies
(even though requested by Guarantor) by Lender or anyone acting for Lender shall
extinguish or affect the obligations of Guarantor hereunder, and Guarantor shall
be and remain  liable for and until all  Obligations  shall have been fully paid
and/or performed  notwithstanding  (i) the previous discharge (total or partial)
from further  liability of Borrower or any Obligor or (ii) the  existence of any
bar (total,  partial or  temporary)  to the pursuit by Guarantor of any right or
claim to indemnity  against  Borrower or any Obligor or (iii) any right or claim
to be subrogated  to the rights or claims of Lender in and to the  Collateral or
the  Receivables  Loan  Documents,  or  resulting  from any action or failure or
omission  to act or delay in acting by Lender or anyone  entitled  to act in its
place.

     2.3 If Guarantor  shall be dissolved or lose its charter by  forfeiture  or
otherwise or shall become insolvent or admit in writing its inability to pay its
debts as they mature, or apply for, consent to or acquiesce in an appointment of
a  trustee,  receiver,  liquidator,  assignee,  sequestrator  or  other  similar
official  for  itself  or any of its  property;  or,  in  the  absence  of  such
application, consent or acquiescence, a trustee, receiver, liquidator, assignee,
sequestrator  or other  similar  official is  appointed  for  Guarantor or for a
substantial  part of its property and is not discharged  within sixty (60) days;
or any bankruptcy,  reorganization,  debt  arrangement or other proceeding under
any  bankruptcy,  admiralty or insolvency law or at common law or in equity,  or
any  dissolution  or  liquidation  proceeding is instituted by Guarantor,  or is
instituted against Guarantor and remains for sixty (60) days undismissed,  then,
whether any such event occurs at a time when any of the Obligations are then due
and payable or not, the Unpaid Amount shall thereupon  become due and payable in
full,  Guarantor will pay to Lender  forthwith in its entirety the Unpaid Amount
and any other sums properly due and owing to Lender under the  Receivables  Loan
Documents as if such Unpaid  Amount and other sums were then due and payable and
in any such event,  Lender,  irrespective  of whether any demand shall have been
made on Guarantor,  Borrower or any Obligor, by intervention in or initiation of
judicial proceedings relative to Guarantor,  its creditors or its property,  may
file and prove a claim or claims for such sum or any portion thereof and for any
other sums due under the  Receivables  Loan Documents and file such other papers
or  documents  as may be  necessary  or  advisable  in order to have such  claim
allowed in such  judicial  proceedings  and to collect and receive any monies or
other property  payable or deliverable on any such claim,  and to distribute the
same; and any receiver,


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<PAGE>
assignee or trustee in bankruptcy or reorganization is hereby authorized to make
such payments to Lender.

     2.4 The benefits,  remedies and rights  provided or intended to be provided
hereby  for Lender are in  addition  to and  without  prejudice  to any  rights,
benefits,  remedies or security to which Lender might otherwise be entitled.  No
delay or omission  on the part of Lender in the  exercise of any right or remedy
shall operate as a waiver thereof,  and no single or partial  exercise by Lender
of any right or remedy shall preclude other or further  exercise  thereof or the
exercise of any other right or remedy;  nor shall any  modification or waiver of
any of the  provisions of this Guaranty be binding on Lender except as expressly
set forth in writing,  duly signed and delivered on behalf of Lender.  No action
of Lender or failure or omission  to act  permitted  hereunder  shall in any way
affect or impair the rights of Lender and the  obligations  of  Guarantor  under
this Guaranty.

     2.5 Anything else contained herein to the contrary notwithstanding, Lender,
from time to time,  whether before or after an Event of Default,  without notice
to Guarantor, may take all or any of the following actions without in any manner
affecting or impairing the liability of Guarantor hereunder, and without waiving
any rights which Lender may have,  unless expressly waived in writing by Lender:
(a) obtain a security  interest in any property to secure any of the Obligations
or any  obligation  hereunder;  (b)  retain or obtain the  primary or  secondary
liability of any party or parties, in addition to Guarantor, with respect to any
of the  Obligations;  (c)  extend  the  time  for  payment  of the  Loan  or any
installment  thereof or the time for  performance of any  Obligation,  in either
case for any period (whether or not longer than the original term therefor); (d)
release or compromise  any liability of Guarantor  hereunder or any liability of
any nature of any other party or parties  with respect to the  Obligations;  (e)
resort to Guarantor for payment of any Obligations,  whether or not Lender shall
proceed  against any other party  primarily or secondarily  liable on any of the
Obligations or against any Collateral;  (f) substitute,  exchange or release all
or any part of the  Collateral;  (g)  agree to any  amendment,  modification  or
alteration of any of the  Receivables  Loan Documents and exercise its rights to
consent to any action or nonaction of Borrower  which may violate the  covenants
and  agreements  contained in any of the  Receivables  Loan  Documents,  with or
without consideration,  on such terms and conditions as may be acceptable to it;
or (h)  exercise  any of its rights  under the  Receivables  Loan  Documents  or
available at law or in equity.

     2.6 Guarantor  shall not be released or  discharged,  either in whole or in
part, by Lender's  failure or delay to perfect or continue the perfection of any
security  interest in any property which secures the  Obligations of Borrower or
of any Obligor to Lender,  or to protect the property  covered by such  security
interest. Guarantor waives any rights or defenses which may arise as a result of
errors or omissions in connection with the administration of the Loan by Lender,
except for bad faith or willful misconduct.


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<PAGE>
     2.7  Guarantor  agrees  that if at any time all or any part of any  payment
theretofore  applied by Lender to any of the Obligations is or must be rescinded
or returned by Lender for any reason whatsoever (including,  without limitation,
the insolvency,  bankruptcy or reorganization of Borrower) such Obligations, for
the  purpose of this  Guaranty,  to the extent  that such  payment is or must be
rescinded  or  returned,  shall  be  deemed  to  have  continued  in  existence,
notwithstanding  such application by Lender, and this Guaranty shall continue to
be effective or be reinstated,  as the case may be, as to such Obligations,  all
as though such application by Lender had not been made.

     2.8  Notwithstanding  any payment or performance  by Guarantor  pursuant to
this Guaranty,  Guarantor  hereby waives and releases any right of reimbursement
and any  right to be  subrogated  to any  rights  of  Lender  against  Borrower.
Guarantor   acknowledges   that  the  foregoing  waiver  and  release  has  been
specifically  bargained  for by  Lender  and has been  relied  upon by Lender in
ascribing  value to this Guaranty,  which reliance was a condition  precedent to
Lender's willingness to extend the Loan to Borrower.  Guarantor expressly waives
any  defenses  to the  enforcement  of this  Guaranty,  to any  rights of Lender
created  or  granted  hereby  or to the  recovery  by Lender  against  Borrower,
Guarantor or any other Obligor of any  deficiency  after judicial or nonjudicial
foreclosure  or sale,  even  though  such a  foreclosure  or sale may impair the
subrogation  rights of Guarantor or otherwise  prevent  Guarantor from obtaining
reimbursement  or  contribution  from  Borrower  or any other  Obligor.  If this
paragraph 2.8, or compliance  with this paragraph 2.8, would cause or result in,
or  constitute,  a Default  or an Event of  Default,  in each case  under and as
defined in the Indenture,  then this paragraph 2.8 shall be deemed  deleted,  or
modified  to  such  extent  as may be  necessary  for  this  paragraph,  or such
compliance, as the case may be, not to cause or result in, or constitute, such a
Default or Event of Default.

     2.9 Guarantor hereby expressly waives and relinquishes any duty on the part
of Lender (should any such duty exist) to disclose to Guarantor any matter, fact
or  thing  related  to the  business,  operations  or  condition  (financial  or
otherwise) of Borrower or its affiliates or  subsidiaries  or their  properties,
whether now known or hereafter known by Lender during the life of this Guaranty.
The execution  and delivery of this Guaranty is based solely on the  independent
investigation  of Guarantor  and in no part upon any  representation,  warranty,
covenant or statement of Lender with respect thereto. Guarantor warrants that it
is fully aware of the  financial  condition of Borrower,  has adequate  means to
obtain such information from Borrower on a continuing  basis, and is not relying
on Lender to provide such information  either now or in the future,  but assumes
full responsibility to obtain such information. This Guaranty shall in no way be
limited or impaired by any change in the business structure of Borrower.

     2.10 It is not  necessary for Lender to inquire into the powers of Borrower
or its officers,  directors, partners or agents purporting to act on its behalf,
and the Obligations are hereby guaranteed  notwithstanding  the lack of power or
authority  on the part of Borrower  or anyone  acting on its behalf to incur the
Obligations.


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<PAGE>

               ARTICLE III - GUARANTOR'S WARRANTIES AND COVENANTS

     3.1 Guarantor represents and warrants to Lender that:

          (a) Guarantor is a corporation and now existing in good standing under
     the laws of its state of  formation as shown on the  signature  page hereof
     and is duly qualified and in good standing and authorized to do business in
     all jurisdictions wherein the location and nature of the properties used or
     business, as the same is presently or proposed to be conducted,  makes such
     qualification necessary;

          (b)  Guarantor  is an  affiliate  of Borrower and will benefit for the
     execution and delivery of the Agreement and the making of the Loan;

          (c)  Guarantor has the power and authority to execute and deliver this
     Guaranty  and  carry  on its  businesses  as  presently  conducted  and the
     execution, delivery and performance by Guarantor of this Guaranty have been
     duly  authorized by all necessary  action;  no consent of  stockholders  is
     required  therefor;  and the execution and delivery of, the consummation of
     the  transactions  contemplated in, and compliance by Guarantor with any of
     the terms and  provisions  of, this  Guaranty do not and will not  conflict
     with or contravene any law, rule, regulation,  judgment, order or decree of
     any government,  governmental  instrumentality or court having jurisdiction
     over  Guarantor or any of its activities or properties or conflict with, or
     result in any  default  under the Charter or  Articles  or  Certificate  of
     Incorporation,  Public Deed, or the By-laws, as amended,  of Guarantor,  or
     any indenture  (including without  limitation the Indenture,  as defined in
     the Agreement),  mortgage,  chattel  mortgage,  deed of trust,  conditional
     sales contract,  charter,  bank loan or credit agreement or other agreement
     or  instrument  of any  kind to  which  Guarantor  is a party  or by  which
     Guarantor or its properties  may be bound or affected,  except for those as
     to which consents have been obtained by Guarantor and are in full force and
     effect;

          (d) Neither the  execution  and delivery by Guarantor of this Guaranty
     nor any of the transactions by Guarantor  contemplated  hereby requires the
     consent,  approval, order or authorization of, or registration with, or the
     giving of notice to, any United  States  federal or state,  or any foreign,
     governmental  authority,  except  such  consents  as have been  obtained by
     Guarantor and are in full force and effect;

          (e) This  Guaranty has been duly  executed and  delivered by Guarantor
     and  constitutes  a  legal,  valid  and  binding  obligation  of  Guarantor
     enforceable against it in accordance with its terms;



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<PAGE>
          (f) There is no  action,  litigation  or other  proceeding  pending or
     threatened against Guarantor before any court, arbitrator or administrative
     agency which may have a materially adverse effect on the assets,  business,
     or  financial  condition of  Guarantor  or which would  prevent,  hinder or
     jeopardize the performance by Guarantor under this Guaranty;

          (g)  Guarantor  shall  maintain  its  existence  and right to carry on
     operations and acquire, maintain and renew all rights,  contracts,  powers,
     privileges,  leases, lands, sanctions and franchises necessary or useful in
     the conduct of its business operations;

          (h) Guarantor is fully familiar with all of the  covenants,  terms and
     conditions of the Receivables Loan Documents;

          (i) Guarantor is not a party to any contract, agreement,  indenture or
     instrument  or subject to any charter or other  organizational  restriction
     which  individually or in the aggregate might  materially  adversely affect
     its financial condition,  business, or operations or which would in any way
     jeopardize the ability of Guarantor to perform under this Guaranty;

          (j)  Guarantor  was not induced to give this Guaranty by the fact that
     there are or may be other Obligors; and

          (k) The Loan is a  Permitted  Debt (as defined in the  Indenture)  and
     that as of the date hereof  there exists no Default or Event of Default (as
     the  foregoing  two (2)  terms  are  defined  in the  Indenture)  under the
     Indenture. Guarantor covenants with Lender that (i) as and when required by
     the Indenture, the Guarantor shall supply the Lender with true and complete
     copies of all  reports,  certifications,  notices or  demands  given by the
     Issuers under the Indenture (including,  but not limiting the generality of
     the foregoing,  materials  required by Sections 4.03, 4.04, 4.21, 7.06, and
     Article  8 of the  Indenture),  and (ii) it will not  amend or  modify  the
     Indenture without the prior written consent of the Lender.

     3.2 Guarantor's Affirmative Covenants.

          (a)  Guarantor  will  maintain its  existence as a  corporation,  duly
     organized,  validly  existing and in good standing under the laws of Nevada
     and  remain  in  good  standing  and  authorized  to do  business  in  each
     jurisdiction where the location or nature of its properties or its business
     then makes such good standing and qualification  necessary.  Guarantor will
     maintain full authority to perform the Obligations.


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<PAGE>
          (b)  Guarantor  will  supply  Lender,  in the form and within the time
     period required under the Agreement,  all financial reports and information
     required of the Guarantor thereunder.

          (c) Guarantor will file all tax returns and will timely pay all taxes,
     if any, required to be filed by it or paid by it.

          (d)  Guarantor  will execute or cause to be executed all documents and
     do or cause to be done all acts necessary to effect the intent and purposes
     of this Guaranty.

          (e) (i)  Guarantor  shall (i) maintain a quarterly  volume of vacation
     interval sales of not less than  $15,000,000,  determined on a consolidated
     basis,  (ii) not permit its  consolidated  quarterly costs and expenses for
     commissions and selling relating to the retail sale of vacation  intervals,
     expressed as a percentage of vacation intervals sales occurring during such
     quarter,  to exceed fifty  percent  (50%) or (iii) permit its  consolidated
     quarterly general and administrative expenses, expressed as a percentage of
     vacation  interval sales occurring during such quarter,  to exceed nineteen
     percent (19%).  The foregoing  covenant shall be tested on the final day of
     each fiscal quarter of Guarantor, commencing with the fiscal quarter ending
     December 31, 2001.

               (ii)  Guarantor  shall (i) maintain an annual  volume of vacation
          interval  sales  of  not  less  than  $70,000,000,   determined  on  a
          consolidated  basis,  (ii)  not  permit  its  consolidated  costs  and
          expenses for  commissions  and selling  relating to the retail sale of
          vacation  intervals,  expressed as a percentage of vacation  intervals
          sales  occurring  during such year,  to exceed fifty  percent (50%) or
          (iii) permit its  consolidated  general and  administrative  expenses,
          expressed as a percentage of vacation  interval sales occurring during
          such year, to exceed nineteen  percent (19%).  The foregoing  covenant
          shall be on the final day of each fiscal year of Guarantor, commencing
          with the fiscal year ending December 31, 2001.

     3.3 Guarantor's Negative Covenants.

          (a) Guarantor will not change its name or move its principal  place of
     business  or chief  executive  office  except upon not less than sixty (60)
     days prior written notice to Lender.

          (b)  Guarantor  shall  not  incur  any   Indebtedness  to  the  extent
     prohibited by the terms Section 4.09 of the Indenture, in the form existing
     on the date  hereof (the  provisions  of which are  incorporated  herein by
     reference  as if fully  set forth at length  herein).  Furthermore,  in the
     event during the term of this Guaranty,


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<PAGE>
     events  occur such that  Guarantor  is no longer  bound by the terms of the
     Indenture,  the provisions of this paragraph shall  nevertheless be binding
     upon Guarantor for the remaining term of this Guaranty.

          (c) Guarantor,  without the prior written consent of Lender, will not:
     (i) sell, convey, lease, transfer or dispose of all or substantially all of
     its assets to another entity;  or (ii) permit or suffer to exist any change
     in the legal or beneficial ownership of Guarantor or any person controlling
     Guarantor  (whether  directly  or  indirectly,  through  one  (1)  or  more
     intermediaries)  or any  change in the power to  control  it or any  person
     controlling Guarantor (whether directly or indirectly,  through one or more
     intermediaries).

                      ARTICLE IV - MISCELLANEOUS PROVISIONS

          4.1 All the covenants, stipulations, promises and agreements contained
     in this Guaranty by or on behalf of Guarantor are for the benefit of Lender
     and its  successors or assigns and shall bind  Guarantor and its successors
     and  assigns.  Lender,  without  notice  of any kind,  may sell,  assign or
     transfer the  Receivables  Loan Documents  and/or its interest in all or in
     part of the  Collateral,  and in such  event each and every  immediate  and
     successive  assignee or transferee  thereof shall have the right to enforce
     this  Guaranty,  by suit or otherwise,  for the benefit of such assignee or
     transferee as fully as if such  assignee or transferee  were herein by name
     specifically  given such  rights,  powers and  benefits.  Guarantor  hereby
     agrees  for the  benefit  of any such  assignee  or  transferee  that their
     respective  obligations  hereunder  shall not be subject to any  reduction,
     abatement,  defense,  set-off,  counterclaim  or recoupment  for any reason
     whatsoever.

          4.2 All notices, requests or demands required or permitted to be given
     under this Guaranty shall be in writing,  and shall be deemed effective (a)
     upon hand  delivery,  if hand  delivered or (b) two (2) Business Days after
     such are  deposited  for delivery via Federal  Express or other  nationally
     recognized overnight courier service,  addressed as shown below, or to such
     other address as the party being  notified may have  designated in a notice
     given to the other  party.  Written  notice may be given by telecopy to the
     telecopier  number  shown below or to such other  telecopier  number as the
     party being  notified  may have  designated  in a notice given to the other
     party,  which  notice  shall be effective on the day of receipt if received
     during  the  recipient's  normal  business  hours on the day of  receipt or
     otherwise on the next Business Day;  provided that such notice shall not be
     deemed  effective  unless not later than the next  Business  Day, a copy of
     such notice is hand  delivered  or  deposited  for  delivery via courier in
     accordance with the  requirements set forth above. The notice addresses and
     telecopy  numbers for Guarantor and Lender are set forth at the end of this
     Guaranty following their respective signatures.

          4.3 Terms used and not  otherwise  defined  herein shall have the same
     meanings given thereto in the Agreement.


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<PAGE>
          4.4 Guarantor hereby expressly waives: (a) notice of the acceptance by
     Lender  of  this  Guaranty;  (b)  notice  of  the  existence,  creation  or
     nonpayment  of all or any of  the  Obligations;  (c)  presentment,  demand,
     notice or dishonor,  protest,  and all other  notices  whatsoever;  (d) all
     diligence in collection or protection of or realization on the  Obligations
     or any thereof, any obligation  hereunder,  or any security for or guaranty
     of any of the  foregoing;  and  (e) any and  all  suretyship  defenses  and
     defenses  in the nature  thereof.  Guarantor  hereby  expressly  waives the
     benefits  of "orden,  excusion y  division"  and of prior  judgment,  levy,
     execution and other rights provided for in Articles 2814, 2815, 2817, 2818,
     2820,  2821,  2823, 2827 and 2836 of the Civil Code of the Federal District
     of Mexico  and the  corresponding  articles  of the Civil Code of all other
     relevant  states of Mexico,  which  articles are not  reproduced  herein by
     express  declaration  of Guarantor  that the contents of said  articles are
     known to it.  Guarantor also hereby  irrevocably  and expressly  waives its
     rights  under the  benefits of Articles  2846,  2847,  2848 and 2849 of the
     Civil  Code  for the  Federal  District  of  Mexico  and the  corresponding
     articles of the Civil Code of all other  relevant  states of Mexico,  which
     articles are not reproduced herein by express declaration of Guarantor that
     the contents of said articles are known to it.

          4.5 THIS  GUARANTY  AND THE  RIGHTS,  DUTIES  AND  OBLIGATIONS  OF THE
     PARTIES  HERETO SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE
     INTERNAL LAWS OF THE STATE OF NEW JERSEY  (WITHOUT  REGARD TO THE CONFLICTS
     OF LAWS  PRINCIPLES  THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY
     OTHER  JURISDICTION) AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE,
     THE LAWS OF THE UNITED STATES.

          4.6 EACH OF  GUARANTOR  AND  LENDER:  (A) HEREBY  IRREVOCABLY  SUBMITS
     ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF
     NEW JERSEY, MORRIS COUNTY, AND TO THE PROCESS,  JURISDICTION,  AND VENUE OF
     THE NEWARK DIVISION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
     NEW JERSEY,  FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS  ARISING
     OUT OF OR RELATING TO THIS GUARANTY OR THE SUBJECT MATTER THEREOF;  AND (B)
     WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,  HEREBY WAIVES AND AGREES
     NOT TO ASSERT BY WAY OF  MOTION,  DEFENSE  OR  OTHERWISE  IN ANY SUCH SUIT,
     ACTION OR  PROCEEDING  ANY CLAIM THAT IT IS NOT  PERSONALLY  SUBJECT TO THE
     JURISDICTION  OF  THE  ABOVE-NAMED   COURTS,  THAT  SUCH  SUIT,  ACTION  OR
     PROCEEDING  IS BROUGHT IN AN  INCONVENIENT  FORUM OR THAT THE VENUE OF SUCH
     SUIT, ACTION OR PROCEEDING IS IMPROPER.



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<PAGE>

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<PAGE>


          4.7 LENDER AND GUARANTOR  ACKNOWLEDGE  AND AGREE THAT ANY  CONTROVERSY
     WHICH MAY ARISE  UNDER  THIS  GUARANTY  WOULD BE BASED UPON  DIFFICULT  AND
     COMPLEX ISSUES;  AND THEREFORE,  THEY AGREE THAT ANY LAWSUIT ARISING OUT OF
     ANY SUCH CONTROVERSY  SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND
     KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING.

          4.8 ALL OF THE  PROVISIONS SET FORTH IN PARAGRAPHS 4.5 THROUGH 4.7 ARE
     A MATERIAL INDUCEMENT FOR LENDER'S MAKING ADVANCES TO BORROWER.

                                    (GUARANTOR'S INITIALS RE:  4.5 - 4.8 _____)






                  [Remainder of Page Intentionally Left Blank]


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<PAGE>



                  4.9 Guarantor has appointed _______________________, with an
address of ______________________________________, as its 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 Guarantor. Guarantor
shall not change its Service of Process Agent without (i) sixty (60) days prior
written notice to Lender and (ii) the delivery to Lender of a power of attorney
in the form contemplated in paragraph 4.1.8 of the Agreement, as to such new
Service of Process Agent (the "New Agent"). Guarantor 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) and (ii) above.

     4.10 Any provision of this Guaranty which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     4.11 This Guaranty may be executed in any number of separate  counterparts,
all of which, when taken together, shall constitute one and the same instrument,
admissible into evidence, notwithstanding the fact that all parties did not sign
the same  counterpart.  Delivery of an executed  counterpart of this Guaranty by
telefacsimile  shall be equally as effective as delivery of a manually  executed
counterpart of this Guaranty.  Any party  delivering an executed  counterpart of
this  Guaranty  by  telefacsimile   shall  also  deliver  a  manually   executed
counterpart  of this  Guaranty,  but the failure to deliver a manually  executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Guaranty.




                            [Signature Page Follows]


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<PAGE>



                  [Signature Page to Raintree Resorts Guaranty]

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Guaranty as of
the date first hereinabove written, and acknowledge receipt of a copy hereof.

"Guarantor"                                                 "Lender"

RAINTREE RESORTS                                RESORT CONDOMINIUMS
INTERNATIONAL, INC.,                            INTERNATIONAL, LLC, a Delaware

By: /s/ Brian Tucker
     Name: Brian R. Tucker                                  By:
     Title: Attorney-in-Fact                                     Name:
                                                                 Title:


_____  Check here to confirm that             _____  Check here to confirm  that
       Paragraph 4.8 has been                        Paragraph 4.8  has been
       initialed.                                    initialed.

Federal Tax Identification No:



Guarantor's Notice Address               Lender's Notice Address
and Telecopy Number:                     and Telecopy Number:

Raintree Resorts International, Inc.      Resort Condominiums International, LLC
10000 Memorial Drive, Suite 480           6 Sylvan Way
Houston, Texas 77024                      Parsippany,  New Jersey  07054-0656
Attention: Chief Financial Officer        Attention:  Chief Financial Officer
Telecopy No. 713-613-2828                 Telecopy:  (973) 496-1977


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<PAGE>
                                          with a copy to:

                                          Resort Condominiums International, LLC
                                          6 Sylvan Way
                                          Parsippany,  New Jersey  07054-0656
                                          Attention:  General Counsel
                                          Telecopy:  (973) 496-2070


                                          with a copy to
                                          (which shall not constitute notice):

                                          Gammage & Burnham P.L.C.
                                          Two North Central Avenue
                                          18th Floor
                                          Phoenix, Arizona  85004
                                          Attention:  Randall S. Dalton, Esq.
                                          Telecopy:  (602) 256-4475




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