CONSENT OF GUARANTOR
                   AND AMENDMENT NO. 1 TO CORPORATE GUARANTEE
                           AND SUBORDINATION AGREEMENT

     The undersigned, RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation
("Guarantor"),  hereby  acknowledges  that  Guarantor  executed and delivered to
FINOVA  CAPITAL  CORPORATION,  a Delaware  corporation  ("Lender"),  a Corporate
Guarantee  and  Subordination  Agreement  dated as of  November  23,  1998  (the
"Original Guarantee"), guaranteeing performance of the obligations of CR RESORTS
CANCUN,  S. de R.L. de C.V., a Mexican limited  responsibility  corporation with
variable  capital;  CR RESORTS LOS CABOS,  S. de R.L. de C.V., a Mexican limited
responsibility corporation with variable capital; CR RESORTS PUERTO VALLARTA, S.
de R.L. de C.V., a Mexican  limited  responsibility  corporation  with  variable
capital;   CORPORACION   MEXITUR,   S.  de  R.L.  de  C.V.,  a  Mexican  limited
responsibility  corporation with variable  capital;  CR RESORTS CANCUN TIMESHARE
TRUST, S. de R.L. de C.V., a Mexican  limited  responsibility  corporation  with
variable  capital;  CR RESORTS  CABOS  TIMESHARE  TRUST,  S. de R.L. de C.V.,  a
Mexican limited responsibility corporation with variable capital, and CR RESORTS
PUERTO  VALLARTA  TIMESHARE  TRUST,  S. de  R.L.  de  C.V.,  a  Mexican  limited
responsibility corporation with variable capital,  (individually,  collectively,
jointly and severally,  "Borrower"), to Lender under the Agreement, the Note and
the  Receivables  Loan  Documents  (as the terms  "Loan  Agreement,"  "Note" and
"Receivables Loan Documents" are defined in the Original  Guarantee).  All terms
used herein with initial capital letters, to the extent not otherwise defined in
the Original Guarantee or this Consent, shall have the meanings given such terms
in the Amended and Restated Loan Agreement (as defined below).

     Guarantor  hereby  acknowledges  that pursuant to the terms of that certain
First  Amended and Restated Loan and Security  Agreement (as hereafter  amended,
the  "Amended  and  Restated  Loan  Agreement")  of even date  herewith,  Lender
proposes  to (i) to make an  additional  loan to  Borrower  in an amount  not to
exceed   Thirteen   Million  Five  Hundred   Thousand   United  States   Dollars
(U.S.$13,500,000)  (the "Inventory  Loan") and (ii) to modify certain  covenants
contained in the Agreement,  which covenants  include the pledging by certain of
the Borrowers to Lender of certain real property  interests which are identified
as the Inventory Collateral in the Amended and Restated Loan Agreement.

     Guarantor  further  acknowledges  that  (i)  the  Inventory  Loan  will  be
evidenced  by an Inventory  Promissory  Note (the  "Inventory  Loan Note") to be
executed and delivered to Lender by Borrower  simultaneously  with  execution of
the Amended  and  Restated  Loan  Agreement  and (ii)  pursuant to the terms and
conditions of the Amended and Restated Loan  Agreement,  Lender and Borrower are
modifying  and  amending   certain  of  the  Receivables  Loan  Documents  (such
modifications   being   hereinafter   referred   to  as   the   "Loan   Document
Modifications").


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     Guarantor  consents to the making and  execution by Borrower of the Amended
and Restated  Loan  Agreement,  the  Inventory  Loan Note and the Loan  Document
Modifications,  and agrees that (i) the Original  Guarantee shall remain in full
force and effect, (ii) Guarantor's  liability under the Original Guarantee shall
continue undiminished by and shall include the obligations of the Borrower under
the Amended and Restated  Loan  Agreement,  the  Inventory  Loan Note,  the Loan
Document  Modifications  and any other  documents  and  instruments  executed by
Borrower in connection with the Amended and Restated Loan  Agreement,  and (iii)
all terms,  conditions and provisions set forth in the Amended and Restated Loan
Agreement,  the Inventory  Loan Note,  the Loan Document  Modifications  and all
other  documents and instruments  executed by Borrower in connection  therewith,
are hereby ratified, approved and confirmed.

     The  Guarantor  hereby  confirms  that the Original  Guarantee,  as amended
hereby, remains in full force and effect.  Guarantor hereby reaffirms all of its
agreements and covenants  contained in the Original Guarantee and reaffirms,  as
if made on the date hereof, all of its representations and warranties  contained
in the Original  Guarantee  except as otherwise  set forth on Exhibit 1 attached
hereto.  Guarantor  acknowledges  that  as of the  date  hereof,  it has  (a) 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 or as a basis to reduce or eliminate  all or any part of its
liability  under the Original  Guarantee,  and (b) no other claim against Lender
with respect to any portion of the  transactions  described  in the  Receivables
Loan Documents.

     The reference in the Original  Guarantee to "Corporacion  Mexitur,  S.A. de
C.V., a Mexican  corporation with variable capital"  incorrectly stated the name
of that Borrower.  The Guarantor  acknowledges the correct name of that Borrower
is "Corporacion  Mexitur,  S. de R.L. de C.V., a Mexican limited  responsibility
corporation with variable capital" and the Original  Guarantee is hereby amended
to reflect the foregoing.

     The Original Guarantee shall be further amended as follows:

          (a) The  reference  in the  Original  Guarantee  the "Note" shall mean
     individually   and   collectively,   the  "Inventory  Loan  Note"  and  the
     "Receivables  Loan Note", as each of the foregoing terms are defined in the
     Amended and Restated Loan Agreement.

          (b) The  reference in the  Original  Guarantee  to  "Receivables  Loan
     Documents"  shall mean "Loan Documents" as the foregoing term is defined in
     the Amended and Restated Loan Agreement.

          (c) The  reference  in the Original  Guarantee  to the term  Agreement
     shall mean the Amended and Restated  Loan  Agreement,  as further  amended,
     restated, supplemented or modified from time to time.



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                     [SIGNATURE PAGE TO CONSENT OF GUARANTOR
                   AND AMENDMENT NO. 1 TO CORPORATE GUARANTEE
                          AND SUBORDINATION AGREEMENT]


     IN WITNESS  WHEREOF,  Guarantor  and Lender  have  hereunto  executed  this
instrument as of the 23rd day of April, 1999.

                      RAINTREE RESORTS INTERNATIONAL, INC., a Nevada corporation


                      By      /s/ DOUGLAS Y. BECH
                      Name    Douglas Y. Bech
                      Title   Attorney-in-Fact


                      FINOVA CAPITAL CORPORATION, a Delaware corporation


                      By      /s/ SUSAN BABBITT
                      Name    Susan Babbitt
                      Title   Vice President






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                                  EXHIBIT 1 TO
                              CONSENT OF GUARANTOR

             Exceptions To Representations And Warranties Reaffirmed
                      By Guarantor Pursuant To This Consent




                                      NONE


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