THIRD AMENDED AND RESTATED
                SUPPLEMENTARY TRUST AGREEMENT
                          (ARIZONA)


     This Third  Amended  and Restated  Supplementary  Trust
Agreement is made and entered into as  of March 28, 1995, by
and   among   Fairfield   Communities,  Inc.,   a   Delaware
corporation   (referred  to  herein   as  "FCI");  Fairfield
Acceptance   Corporation,   a   Delaware   corporation   and
wholly-owned  subsidiary  of  FCI  (referred  to  herein  as
"FAC"); First American Title Insurance Company, a California
corporation  (referred to  herein  as "Trustee");  The First
National Bank of  Boston, Boston, Massachusetts (hereinafter
defined as "FNBB"), as  agent and lender to FCI  pursuant to
the  FCI  Boston Loan  Agreement  (as  hereinafter defined);
FNBB, as agent and lender to  FAC pursuant to the FAC Boston
Loan  Agreement (as  hereinafter defined);  First Commercial
Trust  Company,  N.A.,  Little Rock,  Arkansas,  as  trustee
(referred  to herein  as "1993-A  Trustee), pursuant  to the
1993-A  Pledge  Agreement  (as  hereinafter   defined);  and
Capital  Markets  Assurance Corporation,  a  New York  Stock
insurance company, as  collateral agent (referred to  herein
as  "1995 Collateral  Agent"), pursuant  to the  1995 Credit
Agreement (as hereinafter defined).   This Agreement is made
in lieu  of and supersedes  that certain Second  Amended and
Restated Supplementary Trust Agreement dated as of September
1, 1992, as  amended, by  and among certain  of the  parties
hereto, which agreement is hereby canceled.

                    W I T N E S S E T H:

     WHEREAS, FCI is engaged in the development of a certain
resort   and   recreational  project   known   as  Fairfield
Continental Country Club  Estates, Coconino County, Arizona,
and  certain other  properties not  subject hereto;  and has
sold  and  continues  to  sell   Intervals  (as  hereinafter
defined)  to purchasers  by  way of  contract agreement  and
installment notes ("Sales Contracts") whereby  the purchaser
is  permitted  to  finance   the  purchase  price  for  said
Intervals over a period of time; and

     WHEREAS,  FNBB, both individually and as agent pursuant
to the FCI  Boston Loan  Agreement and the  FAC Boston  Loan
Agreement, is the primary  lender responsible for  financing
the development of FCI  projects and in connection therewith
has obtained a security  interest in certain Sales Contracts
as security for the repayment of the borrowings of FCI under
the  FCI  Boston Loan  Agreement and  of  FAC under  the FAC
Boston Loan  Agreement, and  FNBB, both individually  and as
agent, has  further  taken underlying  encumbrances  against
certain of  the  Properties  (as  hereinafter  defined)  and
certain other  properties not  subject to this  Agreement at
the  various FCI projects  as security for  repayment of the
borrowings of FCI under the FCI Boston Loan Agreement and of
FAC under  the FAC  Boston Loan Agreement,  which underlying
encumbrances on  the Properties have  provisions for release
for  the protection  of  the purchasers  of Intervals,  said
releases to  be given under conditions as set forth therein;
and

     WHEREAS, FCI and FAC have entered into arrangements for
the sale by FCI to FAC  of certain Sales Contracts and other
receivables  pursuant  to  a  Third  Amended  and   Restated
Operating  Agreement  dated  as   of  December 9,  1994,  as
amended; and

     WHEREAS,  FAC  has  sold  certain  Sales  Contracts  to
Fairfield  Funding  Corporation,   a  Delaware   corporation
(referred to herein as "FFC"), which Sales Contracts have in
turn been pledged by  FFC to the 1993-A Trustee  pursuant to
the 1993-A Pledge Agreement; and

     WHEREAS,  FAC  has  sold  certain  Sales  Contracts  to
Fairfield  Capital  Corporation,   a  Delaware   corporation
(referred  to herein  as "FCC"),  pursuant to  a Receivables
Purchase Agreement,  dated as of  March 28, 1995  (the "1995
Purchase Agreement") which Sales Contracts have in turn been
pledged  by FCC to the 1995 Collateral Agent for the benefit
of itself  and Triple-A One Funding  Corporation, a Delaware
corporation (referred to herein as  "Triple-A"), pursuant to
the 1995 Credit Agreement; and  

     WHEREAS,  FNBB, both  individually  and  as agent,  has
released its lien  upon and  its interest in  (i) the  Sales
Contracts and the underlying Intervals pledged to the 1993-A
Trustee  and (ii)  the  Sales Contracts  and the  underlying
Intervals pledged to the 1995 Collateral Agent; and

     WHEREAS,   the   parties   hereto   are   desirous   of
establishing a  title clearing mechanism for  the purpose of
providing a convenient method of holding and conveying title
to  the  Properties,  releasing  encumbrances   thereon  and
protecting  the interest  of the  various parties  hereto as
their interest may appear;

     NOW THEREFORE, in consideration of the  mutual promises
and covenants set forth herein, the parties hereto  agree as
follows:

     1.   Definitions.   For the purposes of  this Agreement
          -----------
the  following  words and  terms  shall  have the  following
meanings unless the context clearly indicates otherwise:

     1995 Collateral  Agent means Capital  Markets Assurance
     ----------------------
Corporation,  a  New  York   Stock  insurance  company,   as
collateral  agent for  the  benefit of  itself and  Triple-A
pursuant to the 1995 Credit Agreement.

     1995  Credit  Agreement   means  that  certain   Credit
     ----------------------- 
Agreement  dated as of March 28,  1995, by and among FAC, as
servicer, FCI,  FCC, as borrower, 1995  Collateral Agent, as
collateral agent, and Triple-A, relating to loans to be made
by Triple-A to FCC. 

     FAC   means,   as  appropriate,   Fairfield  Acceptance
     ---
Corporation,  individually or  in its  capacity as  servicer
under  the  1993-A  Pledge  Agreement  or  the  1995  Credit
Agreement.

     FAC Boston  Loan Agreement means the  Third Amended and
     --------------------------  
Restated  Revolving  Credit  Agreement  dated  September 28,
1993, as amended, by and between FAC and FNBB, as agent  and
lender.

     FCC  means Fairfield  Capital  Corporation, a  Delaware
     ---
corporation.

     FCI  means  Fairfield  Communities,  Inc.,  a  Delaware
     ---
corporation.

     FCI   Boston  Loan  Agreement  means  the  Amended  and
     -----------------------------
Restated  Revolving  Credit  Agreement  dated  September 28,
1993,  as  amended, by  and  between  FCI, Fairfield  Myrtle
Beach,  Inc., and  FNBB  and its  past,  present and  future
participants.

     FFC  means Fairfield  Funding  Corporation, a  Delaware
     ---
corporation.

     FNBB means, as appropriate,  The First National Bank of
     ----
Boston as lender and agent for itself and such other lenders
who may hereinafter  become parties to  the FCI Boston  Loan
Agreement, and The First National  Bank of Boston, as lender
and  agent  for  itself  and  such  other  lenders  who  may
hereinafter become parties to the FAC Boston Loan Agreement.

     Intervals means those timeshare intervals created or to
     ---------
be  created  in  the   Properties  conveyed  to  Trustee  in
connection  herewith, as more fully set  forth in Schedule A
attached hereto and made a part hereof, as amended from time
to time,  and all  such Properties subsequently  conveyed to
Trustee in the continuance of this Agreement.  Intervals are
created in the  Properties pursuant to the  filing of regime
documents creating an underlying ownership interest which is
the subject  of a  Sales Contract, which  ownership interest
shall consist of a  fixed week or undivided interest  in fee
simple  in a  lodging unit  or group of  lodging units  at a
Project. 

     1995 Intervals means those Intervals which give rise to
     --------------
certain Sales Contracts pledged, assigned and transferred to
the 1995 Trustee pursuant to the 1995 Pledge Agreement.  The
1995 Trust Intervals  are listed on  Schedule D attached  to
this  Agreement and made a part hereof, as amended from time
to time.

     Loan  Agreement  means,  as  appropriate,  (i) the  FCI
     ---------------
Boston  Loan Agreement,  (ii) the FAC Boston  Loan Agreement
(iii) the 1993-A Pledge  Agreement, or (iv) the 1995  Credit
Agreement.

     Mortgage means a  deed of trust,  deed to secure  debt,
     --------
vendor's lien,  mortgage or any  other instrument  typically
considered to be a mortgage.

     Operating  Agreement   means  the  Third   Amended  and
     --------------------
Restated Operating Agreement dated  as of December 9,  1992,
between FCI and FAC, as amended.

     1993-A Pledge  Agreement means that  certain Pledge and
     ------------------------
Servicing Agreement dated as  of September 28, 1993,  by and
among FAC,  as Servicer, FFC  as Issuer, 1993-A  Trustee, as
Trustee,  and  Texas Commerce  Trust,  as  Standby Servicer,
relating  to  the  issuance   by  FFC  of  certain  Interval
Ownership and Lot Contract Pay-Through Notes, Series 1993-A.

     POA   means   timeshare   associations   organized   in
     ---
connection   with   the    establishment   of    timesharing
developments  at  the  Project  and  other  property  owners
associations,  including  but  not  limited  to  Continental
Country  Club  and  Estates ("CCCE"),  a  non-profit Arizona
corporation, which  may  have been  organized in  connection
with  the  platting or  subdividing  of vacant  lots  at the
Project.

     Project  means  the  recreational/retirement  community
     -------
commonly referred to  as Fairfield Continental Country  Club
Estates, located in Flagstaff,  Arizona, being developed  by
Fairfield.

     Properties  means  those   Intervals  located  on   the
     ----------
properties listed in Schedule  A attached hereto, as amended
from time to time.  The Mortgages on the Properties in favor
of  FNBB, both individually and as agent pursuant to the FCI
Boston Loan Agreement and the FAC Boston Loan Agreement, are
listed in Schedule  B attached hereto, as amended  from time
to time.

     Purchasers   means  those   individuals,  partnerships,
     ----------
corporations or other entities who have entered into a Sales
Contract with FCI  for the  purchase of an  Interval at  the
Project.

     Sales  Contracts means  those  contract agreements  and
     ----------------
installment notes,  including  promissory notes  secured  by
Mortgages,  heretofore entered  into  and hereinafter  to be
entered  into between  FCI  and various  Purchasers for  the
purchase  of an Interval  and for  which the  total purchase
price has not been paid by the Purchaser.

     Secured Party means FNBB, as agent and lender under the
     ------------- 
FCI Boston Loan Agreement and the FAC Boston Loan Agreement,
the  1993-A  Trustee  or   the  1995  Collateral  Agent,  as
applicable.

     Triple-A  means  Triple-A  One Funding  Corporation,  a
     --------
Delaware corporation.

     1993-A  Trustee means  First Commercial  Trust Company,
     ---------------
N.A.,  Little Rock,  Arkansas, as  trustee under  the 1993-A
Pledge Agreement.

     1993-A Trust Intervals means those Intervals which give
     ----------------------
rise  to  certain  Sales  Contracts  pledged,  assigned  and
transferred  to the  1993-A Trustee  pursuant to  the 1993-A
Pledge Agreement.  The 1993-A Trust Intervals  are listed on
Schedule  C attached  to  this  Agreement  and made  a  part
hereof, as amended from time to time.


     2.   Transfer of  Properties to Trustee.   FCI, by deed
          ----------------------------------
or deeds, has transferred fee simple title to the Properties
identified  on  Schedule  A  to Trustee,  subject  to  those
Mortgages identified  on Schedule  B and further  subject to
existing executed and unrecorded Mortgages  from Purchasers.
Trustee  agrees  to acquire  and  hold legal  title  to said
Properties  in  accordance with  the  terms,  provisions and
conditions of this Agreement and for the benefit of FCI, FAC
and  the  related  Secured  Party, as  their  interests  may
appear.  Except for those Properties in which the beneficial
interest  has been pledged to the 1993-A Trustee or the 1995
Collateral  Agent,  the  beneficial   interest  in  all  the
Properties  underlying Sales  Contracts conveyed  to Trustee
pursuant to this  Agreement   shall be in  FCI, and at  such
time as the Sales Contracts are  transferred to FAC pursuant
to the  Operating Agreement, the beneficial  interest in the
Properties  underlying those Sales  Contracts transferred to
FAC  shall pass to FAC  with the transference  of said Sales
Contracts.   In  the event  FCI elects  to repurchase  Sales
Contracts  previously  transferred  to  FAC,  the beneficial
interest in the Properties will be re-transferred to FCI  by
FAC when those Sales Contracts are transferred from FAC back
to  FCI, all  in  accordance with  the Operating  Agreement.
Although Trustee shall be advised of the transference of the
Sales   Contracts  and  the   beneficial  interest   in  the
Properties underlying the Sales Contracts, Trustee shall not
be held liable by any party hereto for  acting in good faith
on  the written instructions of FCI or FAC even though there
may  be a mistake as  to the proper  owner of the beneficial
interest underlying the Sales Contracts.


     3.   Title Ownership and Responsibility of Trustee.
          ---------------------------------------------

     (a)  Trustee acknowledges that notwithstanding the fact
that it will be the record owner of the fee  simple title to
the Properties, its ownership is  subject in all respects to
the provisions of this Agreement, those Mortgages identified
on  Schedule B hereto, and  the terms and  conditions of the
Loan Agreements.  Trustee further acknowledges that it holds
fee  simple title to the  Properties for the  benefit of the
other parties hereto and  shall have no equitable  rights in
the Properties nor any right to the  income or profits to be
derived therefrom.

     (b)  Trustee's function and  responsibility during  the
existence of this Agreement will be to (i) hold record title
to  the  Properties for  the  benefit of  the  other parties
hereto, FFC and FCC  (ii) convey title as directed upon  the
written  request  of  FCI  or FAC,  as  applicable,  as  the
beneficial  owner  at  such  time, and,  if  applicable,  as
servicer  under  the 1993-A  Pledge  Agreement  or the  1995
Credit Agreement,  except as provided by  Section 12 hereof;
(iii) contemporaneously with  the conveyance  of any  of the
Properties that  qualify for deeding in  accordance with the
terms of the Sales Contracts, pursuant to authorization from
the related Secured  Party as set  forth herein, cause  with
respect to such  Properties such Secured Party's  underlying
Mortgage,  if  any, to  be  released  of record;  (iv) where
requested by FCI or a  Purchaser, as the case may be,  cause
to  be issued  a  title insurance  policy  to the  Purchaser
(provided all  title requirements  are properly met  and the
appropriate  premium  has  been  paid); (v) on  all  of  the
Properties in  which a purchase money  Mortgage is retained,
cause  to be executed and filed of  record a release of such
Mortgage upon the written request of FCI or FAC, as the case
may be, pursuant to Section 5(b) hereof, except  as provided
by Section  12 hereof; and (vi) execute  such instruments as
required  to  be executed  pursuant  to Sections  11  and 13
hereof.   Trustee may  authorize any third  party, including
any employee of FCI or FAC, by power of attorney, to execute
any instrument required by this Section 3(b).

     (c)  Except  to the extent  expressly permitted herein,
Trustee shall  have no discretionary authority whatsoever to
exercise any control over the Properties.

     (d)  Except as set forth in Section 3(b) Trustee agrees
that  it  will  do  nothing which  will  in  anyway  impair,
encumber  or otherwise  adversely affect  in any  manner the
title to the Properties.

     (e)  Trustee shall have no duties  and responsibilities
other than those set forth herein, and it shall  act only at
the direction of the parties hereto and solely in accordance
with  the terms  hereof.   FCI, FAC  and each  Secured Party
hereby expressly do not delegate any discretionary duties or
responsibilities to Trustee  as are  often times  associated
with a trustee acting pursuant  to the terms and  provisions
of a trust agreement.

     4.   Responsibility   of   FAC  or   FCI   Relating  to
          --------------------------------------------------
Conveyances by Trustee.
----------------------

     (a)  FCI  shall  cause any  underlying  Mortgage (other
than  FNBB's   Mortgages)  to  be  released   and  shall  be
responsible for paying release prices to the proper party as
necessary  to  secure the  release of  the Properties  to be
conveyed as provided herein.

     (b)  FCI  or FAC, as the case may be, shall prepare all
such deeds, releases, assignments and other documents as may
be  necessary to carry out the purpose of this Agreement and
to  cause  revenue or  transfer  tax stamps  to  be properly
affixed as necessary to satisfy  recording requirements, and
shall  cause all recording fees to be paid and all necessary
instruments to  be recorded  in the appropriate  real estate
records.   FCI  and FAC  agree that  each will  maintain all
records necessary  to identify  beneficial ownership  of the
Properties.  

     (c)  FCI  or  FAC,  as  the  case   may  be,  shall  be
responsible  for  advising Trustee  and the  related Secured
Party  of  all  assignments   of  the  Sales  Contracts  and
underlying  beneficial interests and  all conveyances of the
Properties, by furnishing copies of all such assignments and
conveyances to  Trustee  and to  such Secured  Party.   Such
assignments shall take the  form of a "Document of  Sale and
Assignment of Beneficial Interest"  or a "Document of Pledge
and Assignment of Beneficial Interest", which shall identify
those Sales Contracts and  the underlying Properties  giving
rise to  such Sales Contracts  to be  assigned or  conveyed.
Trustee  shall be entitled  to rely upon  such "Documents of
Sale and  Assignment of Beneficial  Interest" and "Documents
of  Pledge   and  Assignment  of  Beneficial   Interest"  in
determining  beneficial ownership of  and security interests
in the Properties.

     (d)  FFC  has  provided  Trustee  with  a  copy  of  an
assignment pledging and assigning all beneficial interest in
the 1993-A  Trust Intervals and the  related Sales Contracts
(previously held by FAC  and conveyed to FFC) to  the 1993-A
Trustee.     FAC,  as  servicer  under   the  1993-A  Pledge
Agreement, or the 1993-A  Trustee shall provide Trustee with
copies of  any future assignments of  beneficial interest in
the 1993-A  Trust Intervals,  which assignments shall  be in
the form  of a  certificate and  shall  identify the  1993-A
Trust   Intervals  and  related   Sales  Contracts  assigned
thereby.  Any  such assignment submitted  to Trustee by  FAC
shall  be accompanied  by  an approval,  in writing,  of the
1993-A Trustee.  Trustee shall be entitled to rely upon such
certificates  in determining  beneficial  ownership  of  the
1993-A Trust Intervals.

     (e)  FCC   has  provided   Trustee   with   copies   of
assignments evidencing  (i) the  transfer of  all beneficial
interest  in  the  1995  Intervals  and  the  related  Sales
Contracts  from  FAC to  FCC pursuant  to the  1995 Purchase
Agreement and (ii) the pledge and assignment of  such assets
and interests from FCC to the 1995 Collateral Agent pursuant
to  the 1995 Credit Agreement.   FAC, as  servicer under the
1995 Credit  Agreement, or  the 1995 Collateral  Agent shall
provide  Trustee with  copies of  any future  assignments of
beneficial interest in the 1995 Intervals, which assignments
shall be in the form of a certificate and shall identify the
1995 Intervals and related Sales Contracts assigned thereby.
To be effective, any such assignment submitted to Trustee by
FAC  shall be accompanied by an approval, in writing, of the
1995  Collateral Agent.   Trustee shall be  entitled to rely
upon such certificates  in determining beneficial  ownership
of the 1995 Intervals.


     5.   Conveyance and Release of Properties.
          ------------------------------------
     (a)  At such time as  a Purchaser has paid in  full the
purchase price  or the requisite percentage  of the purchase
price for deeding pursuant to  a Sales Contract, and/or  has
otherwise   fully   discharged  all   of   such  Purchaser's
obligations and  responsibilities required to  be discharged
as  a condition to deeding, including the payment of all POA
dues  and  assessments, FCI  or FAC,  as applicable,  as the
beneficial owner  of the security interest  in such property
at such time or as servicer for a Secured Party which is the
beneficial owner  of the security interest  in such property
at such time, shall direct Trustee in writing to immediately
cause to be released  the related Secured Party's underlying
Mortgage(s)   with  respect   to  such   Properties,  unless
otherwise  directed   in  writing  by  the  related  Secured
Party(s) pursuant to Section  12 hereof, and forthwith shall
deliver  and record  a  properly executed  Warranty Deed  or
Special Warranty Deed (with documentary stamps and recording
fees to be paid by FCI or FAC, as the case may be) conveying
fee  simple  title to  the  Interval covered  by  such Sales
Contract  to the Purchaser.  In those instances in which the
Purchaser has granted to Trustee, FCI or the related Secured
Party a  purchase money Mortgage to secure  the remainder of
the purchase price owed,  Trustee, subject to the provisions
of Section  12 hereof, shall  release such Mortgage  at such
time as the holder of the beneficial ownership thereof shall
direct  in writing.  Within a  reasonable time following the
delivery  of the Warranty  Deed or Special  Warranty Deed to
Purchaser, a title insurance  policy shall also be delivered
(provided  that Purchaser  has paid  for such  in connection
with his purchase of the  Properties involved).  Said  title
insurance policy shall, therefore, in some instances reflect
an  exception for  the purchase  money Mortgage in  favor of
Trustee, FCI or the  related Secured Party, as the  case may
be.

     (b)  Unless  directed  otherwise  by  a  Secured  Party
pursuant to  Section 12 hereof (or otherwise),  each Secured
Party hereby authorizes and appoints Trustee as its agent to
release such Secured Party's underlying Mortgages (including
purchase   money  Mortgages  assigned  to  it)  against  any
Properties upon  receipt by Trustee of a written request for
deeding by FCI or  FAC, together with a certification  by an
authorized  officer  of  FCI or  FAC  stating  that all  the
conditions  to the  release from  the Mortgage  or Mortgages
encumbering  such  Properties  have  been  satisfied.   Each
Secured  Party  further  agrees to  execute  any  additional
documents as may be necessary to be filed of record in order
to  verify  Trustee's  authority  to  release  such  Secured
Party's Mortgages as provided herein.

     (c)  All payments  made by  Purchasers pursuant to  the
terms of their Sales Contract shall be made directly to FCI,
FAC, FFC or FCC, as the case may be, for the benefit of  the
relevant Secured Party, if any, pursuant to the terms of the
related Loan Agreement.   No payments are to be  received by
the Trustee.  


     6.   Default  by  Purchaser.    Where  legal  title  to
          ----------------------
Properties  have been  conveyed by  Trustee with  a purchase
money  Mortgage retained  or  where Purchaser  has  recorded
his/her Sales Contract and  Purchaser defaults and otherwise
refuses  to reconvey  legal or  equitable title  to Trustee,
Trustee shall assign the purchase money Mortgage or recorded
Sales  Contract  to  FCI  or  FAC  (as  applicable,  as  the
beneficial owner of such purchase money Mortgage or recorded
Sales  Contract, or,  if applicable,  as servicer  under the
1993-A Pledge  Agreement or the 1995  Credit Agreement), for
foreclosure  or other  appropriate action.   Subject  to the
provisions of  Section 12  hereof, Trustee  may rely on  the
written request of FCI  or FAC, as applicable, in  regard to
the assignment of said  purchase money Mortgages or recorded
Sales Contracts.


     7.   POA Voting Rights.  Voting rights in any POA which
          -----------------
may inure  to the benefit  of Trustee  as legal  titleholder
shall be  assigned by Trustee  to FCI or,  at the  option of
FCI, FCI may  require an irrevocable proxy be delivered unto
it by  Trustee so that FCI may continue to exercise all such
voting rights.  


     8.   Applicability  of  Agreement of  Trust.   FCI  and
          -------------------------------------- 
Trustee have  previously entered into an  Agreement of Trust
dated June 22, 1981 which is  known as Trust No. 6928.  This
Third Amended and Restated Supplementary Trust  Agreement is
intended to  supplement Trust  No. 6928,  provided, however,
that  to the extent that any  of the provisions of Trust No.
6928 are  inconsistent with any of  the provisions contained
herein, the  provisions of  this Third Amended  and Restated
Supplementary Trust Agreement shall control.


     9.   Additional Properties.   From time to  time FCI or
          ---------------------
FAC may convey  to Trustee additional Properties to  be held
by Trustee as Properties subject to the terms and conditions
of  this  Agreement, and  all  parties  recognize that  this
Agreement shall be binding  upon such additional Properties.
Schedule "A" shall be amended from time to time as necessary
to reflect any additional Properties.


     10.  Indemnification.     FCI   and  FAC   jointly  and
          ---------------
severally agree to indemnify  and hold harmless Trustee from
any  and all claims, demands, actions or causes of action in
any way relating to  or arising out of the  record ownership
of  the Properties  or out  of the  good faith  discharge by
Trustee  of  any  of  the  terms   and  conditions  of  this
Agreement, including  all costs  and expenses of  any nature
that  Trustee may incur.  Each Secured Party shall indemnify
and hold harmless  Trustee from any and all claims, demands,
actions  or  causes  of  action,  including  all  costs  and
expenses of any nature that Trustee may  incur in connection
therewith,  which relate  to  or arise  out  of any  act  or
failure to act of  Trustee, which action or inaction  was in
good  faith  pursuant  to   and  in  reliance  upon  written
instructions  from  such Secured  Party  to  Trustee.   With
respect  to actions  related  to particular  Properties, the
parties hereto  expressly acknowledge that Trustee  shall be
entitled  to rely upon the  written instructions of FCI, FAC
or the Secured Party which has a first position lien on such
Properties as set forth herein and in  the Schedules hereto,
and  Trustee shall have no liability for any action taken in
good faith  in such reliance.   FCI or FAC, as  the case may
be, shall reimburse Trustee for all costs, fees and expenses
incurred  by it relating to its serving as Trustee under the
terms and provisions of this Agreement.  It is the intent of
the  parties to insure that Trustee shall incur no liability
whatsoever in connection with  the good faith performance of
its  functions  under  this  Agreement  and   in  connection
therewith, all  parties hereto release and  waive any claims
they may  have against  Trustee  which may  result from  the
performance in good faith by Trustee of its responsibilities
under this Agreement.


     11.  Mortgages,  Platting,  and  Reconveyance   of  the
          --------------------------------------------------
Properties.  Subject to the provisions of Section 12 hereof,
----------
upon written  request of  FCI, Trustee  shall, except  as to
such  Properties  as FCI  may  have  previously assigned  or
transferred beneficial interest, reconvey all or any portion
of the Properties to FCI, subject to the Mortgages listed in
Exhibit B,   for  the   purpose  of   granting  construction
Mortgages or for any other purpose for which FCI may require
legal  title; and  further, Trustee  agrees it  will execute
such  Mortgages covering  such  Properties, as  requested in
writing by FCI, to  any Secured Party or such  third parties
as  FCI may direct.   Trustee further agrees  to execute any
and   all   documents,   including   plats,   covenants  and
restrictions,  as  may be  necessary  to  add and/or  revise
existing or new subdivisions with respect to the Properties.


     12.  Default Under  Loan Agreements.   In the  event of
          ------------------------------
default  of FCI,  FAC,  FFC or  FCC under  any  of the  Loan
Agreements, the  related Secured Party shall  notify Trustee
in writing  of such event  at such  time as  notice of  such
default is  given to FCI, FAC,  FFC, or FCC as  the case may
be,  which writing  shall identify  those  Properties giving
rise  to  Sales Contracts  relating  to  the defaulted  Loan
Agreement  and  may  further  instruct  Trustee  that,  with
respect to those Properties, Trustee shall act only upon the
written instructions  of the  related Secured Party  and any
prior  lienholder with  respect to  such Properties  and the
related Sales Contracts,  whereupon Trustee shall only  take
action  with respect  to  the Properties  identified in  the
notice, notwithstanding instructions of FCI, FAC, FFC or FCC
to the contrary,  as directed by  the related Secured  Party
and any prior lienholder.

     The receipt of  any notice of default shall relate only
to the  specific Loan Agreement  identified therein.   As to
all  other Loan  Agreements, Trustee  shall continue  to act
upon the written request of FCI, FAC, FNBB, individually and
as agent,  the 1993-A Trustee and the 1995 Collateral Agent,
as the case may be, as to the Properties relating thereto.

     Any notice  of default  given Trustee pursuant  to this
section  shall  be  mailed  by  first  class  mail,  postage
prepaid, return receipt requested, to the following address:

               First American Title Insurance Company,
                    a California corporation
               403 N. Agassiz, P.O. Box 1910
               Flagstaff, AZ  86002
               Attn:  Earl Briggs

     In no  event shall Trustee have  any responsibility for
preparation of documents referred to in Section 4(b) of this
Agreement.  As to Properties  relating to any defaulted Loan
Agreement, said  documents shall be prepared  by the related
Bank or its designee.


     13.  Provisions    Related    to    Pooling/Pledge/Sale
          --------------------------------------------------
Agreements.  
----------

Notwithstanding   anything  herein   to  the   contrary  and
specifically notwithstanding the provisions  of Section 3(a)
hereof,  the interest  in Properties  related to  the 1993-A
Trust Intervals granted the 1993-A Trustee by this Agreement
and the  1993-A Pledge Agreement are  hereby deemed superior
and  senior to any and all interests granted pursuant to the
Mortgages  listed in Schedule B  hereto.  The parties hereto
acknowledge  that Trustee  holds title  to the  1993-A Trust
Intervals  for the benefit  of the purchasers  of the 1993-A
Trust Intervals and the 1993-A Trustee, subject only to  the
terms and  conditions of the related Sales Contracts and the
1993-A Pledge Agreement,  respectively.   The Trustee  shall
not transfer,  pledge or  assign the 1993-A  Trust Intervals
except as expressly provided herein.

     Notwithstanding  anything  herein to  the  contrary and
specifically notwithstanding the provisions  of Section 3(a)
hereof,  the  interest in  Properties  related  to the  1995
Intervals  granted  the   1995  Collateral  Agent  by   this
Agreement and  the 1995  Credit Agreement are  hereby deemed
superior  and  senior  to  any  and  all  interests  granted
pursuant  to the Mortgages listed in Schedule B hereto.  The
parties hereto  acknowledge that Trustee holds  title to the
1995 Intervals for the benefit of the purchasers of the 1995
Intervals and the 1995 Collateral Agent, subject only to the
terms and conditions of the  related Sales Contracts and the
1995 Credit Agreement, respectively.   The Trustee shall not
transfer,  pledge or  assign  the 1995  Intervals except  as
expressly provided herein.


     14.  Miscellaneous.
          -------------

     (a)  This  Agreement shall  be binding  upon  and shall
inure to the benefit of the parties hereto, their successors
and  assigns.     This  Agreement  constitutes   the  entire
understanding and agreement between the parties with respect
to  the  subject matter  hereof and  may  not be  changed or
modified orally but only by  instrument in writing signed by
the  party  against  which  enforcement of  such  change  or
modification is sought.

     (b)  This Agreement  may be  amended from time  to time
for the  purpose of  adding additional parties  and revising
the  terms   herein,  provided,  however,  that   except  as
specifically   provided  in  paragraph  15  below,  no  such
amendment shall  be effective until all  parties hereto have
agreed in writing to such revisions.

     (c)  This instrument  shall be construed  in accordance
with and governed by the  laws of the State of Arizona.   In
the  event  any clause  or  provision of  this  Agreement is
declared to be invalid, the invalidity of any such clause or
provision  shall  not  affect   the  remaining  clauses  and
provisions  of this  Agreement  which shall  remain in  full
force and effect.

     (d)  No party may make an assignment of its interest in
this Agreement without obtaining  the written consent of the
other parties hereto; provided,  however, that to the extent
permitted by the 1993-A Pledge Agreement or the 1995  Credit
Agreement, respectively,  the 1993-A  Trustee  and the  1995
Collateral Agent may be replaced  or succeeded as parties to
this  Agreement without  the  consent of  the other  parties
hereto.   The  parties further  agree to  execute additional
documents as may be  necessary to carry out the  purposes of
this  Agreement and  protect  the interests  of all  parties
hereto.


     15.  Amendment/Termination.
          ---------------------

     (a)  This  Agreement  may  be amended  solely  for  the
purpose of  identifying and  segregating a separate  pool of
Sales Contracts  and the  Intervals relating  thereto, which
are to be sold  or pledged pursuant to a pooling, sale, loan
or pledge agreement,  by an instrument in  writing signed by
FCI,  FAC,  Trustee  and  FNBB.   Any  amendment  undertaken
pursuant to  this paragraph  15(a)  shall not  relate to  or
affect  Intervals  listed  on  Schedules C  and  D  attached
hereto, nor shall it in any  way impair or amend the  rights
of the 1993-A  Trustee or  the 1995  Collateral Agent  under
this  Agreement.     An  executed  copy   of  any  Amendment
undertaken  pursuant  to  this  paragraph   15(a)  shall  be
provided to all parties to this Agreement.

     (b)  This Agreement  shall be  terminable by  any party
hereto by giving sixty (60) days written notice to all other
parties of its desire to so terminate.   The election by any
party  other than  FNBB, FCI  or FAC  to terminate  will not
terminate  this  Agreement  with  respect to  the  remaining
parties, provided  the remaining  parties shall cause  to be
substituted a  successor party  in place of  the terminating
party.   Upon termination, title  to the Properties shall be
conveyed  by   Trustee  in  accordance   with  the   written
instructions  of FCI, FAC,  the 1993-A  Trustee or  the 1995
Collateral Agent,  as the  case  may be,  as the  beneficial
owner or  assignee or pledgee of the beneficial ownership of
such Properties  at such  time; except, however,  if Trustee
has been notified  by any  Secured Party in  writing that  a
default has  occurred under  a Loan Agreement,  as described
more  fully in Section  12 of this  Agreement, Trustee shall
convey title  to the Properties securing  the defaulted Loan
Agreement in accordance with the written instructions of the
related  Secured Party  and  first  lienholder with  respect
thereto.  In any  event, this Agreement shall  terminate, if
not sooner terminated, on [January 1, 20  ].  


     16.  Notice.   Notice  under  this  Agreement shall  be
          -------
given to the parties at the following addresses:  


           First American Title Insurance Company
           ---------------------------------------
Earl Briggs
First   American  Title  Insurance   Company,  a  California
corporation
403 N. Agassiz, P. O. Box 1910
Flagstaff, Arizona   86002
(602) 779-5171


               Fairfield Communities, Inc. and
              Fairfield Acceptance Corporation
              --------------------------------

                                   Counsel:
Marcel Dumeny                      Gordon Wilbourn
Fairfield Communities, Inc.        Rose Law Firm, a
2800 Cantrell Road                   Professional Association
Little Rock, Arkansas  72202       120 East Fourth Street
(501) 664-6000                     Little Rock, Arkansas 72201
Telecopy:  (501) 660-7196          (501) 377-0332
                                   Telecopy:  (501) 375-1309


              The First National Bank of Boston
              ---------------------------------

                                   Counsel:
Linda J. Carter                    Marcia Robinson
The First National Bank of Boston  Bingham, Dana & Gould
115 Perimeter Center Place, N.E.   150 Federal Street
Suite 500                          Boston,     Massachusetts
02106
Atlanta, Georgia  30346            (617) 951-8535
(404) 393-4676                     Telecopy:  (617) 951-8736
Telecopy:  (404) 391-9811


            First Commercial Trust Company, N.A.
            ------------------------------------

                                   Counsel:
Bonnie McKenzie                    Heartsill Ragon, III
First Commercial Trust Company,    Gill Law Firm
 National Association              425 West Capitol
Capitol and Broadway Streets       Little Rock, Arkansas 72201
First Commercial Building,         (501) 376-3800
 7th Floor                         Telecopy:  (501) 372-3359
Little Rock, Arkansas  72201
(501) 371-6744
Telecopy:  (501) 371-8827


            Capital Markets Assurance Corporation
            --------------------------------------

885 Third Avenue, 14th Floor       Counsel:
New York, NY  10022                Skip Stern
Attn:  Head of Exposure            Sidley & Austin
  Management                       One First National Plaza
(212) 891-8806                     45th Floor
Telecopy:  (212) 755-5462          Chicago, IL  60603
                                   (312) 853-7267
                                   Telecopy:  (312) 853-7036


     Notice to  each of the aforementioned  parties shall be
given  by Trustee if either FCI or FAC should default in the
performance  of any  of their  respective obligations  under
this Agreement.


     17.  Execution.  This Agreement  may be executed in one
          ---------
or more counterparts, all of which  shall constitute one and
the same instrument.








            [THIS SPACE LEFT BLANK INTENTIONALLY]










     DATED as of the date first above written.

                              FAIRFIELD COMMUNITIES, INC. 

/s/Les R. Baledge             BY: /s/Robert W. Howeth
_________________________        ____________________________
Witness                       TITLE: Senior Vice President
                 
                              FAIRFIELD ACCEPTANCE CORPORATION

/s/Kim Thompson               BY: /s/Robert W. Howeth
_________________________        ____________________________
Witness                       TITLE:President

                              FIRST AMERICAN TITLE INSURANCE,
                              A CALIFORNIA CORPORATION

/s/Ruth Clark                 BY: /s/Earl Briggs
_________________________        ____________________________
Witness                       TITLE: Vice President

                              THE FIRST NATIONAL BANK OF BOSTON,
                              as agent and lender under the 
                              FCI Boston Loan Agreement

/s/John Fletcher              BY: /s/Linda J. Carter
_________________________         ____________________________
Witness                       TITLE: Vice President

                              THE FIRST NATIONAL BANK OF BOSTON, 
                              as agent and lender under the
                              FAC Boston Loan Agreement


/s/John Fletcher              BY: /s/Linda J. Carter
_________________________        ____________________________
Witness                       TITLE: Vice President

                              FIRST COMMERCIAL TRUST COMPANY, N.A.,
                              as 1993-A Trustee


/s/John Fletcher              BY: /s/Debi DeHau
_________________________        ____________________________
Witness                       TITLE: Corporate Trust Manager
                                 


                              CAPITAL MARKETS ASSURANCE
                              CORPORATION,
                              as 1995 Collateral Agent

/s/John Fletcher              BY: /s/Eric Rosensweig
--------------------------      ------------------------------
Witness                       TITLE: Vice President

            

                       LIST OF SCHEDULES
                       -----------------
          Schedule A:         Properties
          Schedule B:         Mortgages
          Schedule C:         1993-A Trust Intervals
          Schedule D:         1995 Intervals




                         SCHEDULE A


                         PROPERTIES

                    TIMESHARE REGIMES AT
         FAIRFIELD CONTINENTAL COUNTRY CLUB ESTATES,
                  COCONINO COUNTY, ARIZONA

     The  property  hereinafter  described  is  hereby  made
subject to  the  Second Amended  and Restated  Supplementary
Trust Agreement dated September 1, 1992.

     NOTE:  The following described property was conveyed by
Warranty  Deed dated June  22, 1981  and recorded  in Docket
837, Pages 952-970, from  Fairfield Sunrise Village, Inc. to
First American Title Insurance Company of Arizona as Trustee
pursuant to a Trust Agreement No. 6928 dated June 22, 1981.


                    TANGLEWOOD TOWNHOUSES
                    ---------------------

     That property on which is located Tanglewood Townhouses
as described in a  Declaration of Individual and/or Interval
Ownership  recorded  in  Docket  862  at  Page  312  and any
Amendments and  Supplements thereto  all filed of  record in
the  Office  of  the  County Recorder  of  Coconino  County,
Arizona.

     The above described property  has located upon it Units
1 through 41 of Tanglewood Townhouses as set forth on a Plat
of Record  at Case 3 at Map 207  in the Office of the County
Recorder of Coconino County, Arizona.

     There is hereby excepted  from and out of the  property
set forth above the following described Unit Weeks:

     Unit 1                   Unit 2                 Unit 3
     ------                   ------                 ------ 
Week(s) 10, 21, 26       Week(s) 7, 22, 28,       Week(s) 8, 14,
27, 38, 40               29, 30, 33, 34, 37,      29,30, 31, 32,
                         38, 47                   37, 40, 44

     Unit 4                   Unit 5                  Unit 6
     ------                   ------                  ------
Week(s) 23, 24, 25,      Week(s) 27, 28, 29,      Week(s) 4, 5, 9,
29, 30                   30, 32, 33, 34           21, 25, 26, 37, 
                                                  38, 39, 47

     Unit 7                   Unit 8                  Unit 9
     ------                   ------                  ------
Week(s) 21, 26, 34,      Week(s) 8, 9, 29,        Week(s) 33, 40
36, 40, 47, 48           34, 52


     Unit 10                  Unit 11                 Unit 12
     -------                  -------                 -------
Week(s) 5, 26, 27,       Week(s) 5, 17, 28,       Week(s) 25, 27,
30, 35, 36, 37, 38,      40, 41                   37, 39, 41
39, 41


     Unit 37                  Unit 38                 Unit 39
     -------                  -------                 --------
Week(s) 11, 24, 25,      Week(s) 5, 19, 20        Week(s) 22, 23, 
30, 37, 42               31, 33, 34, 35, 36,      26, 27, 29, 30,
                         43, 44                   31, 37, 38, 52


     Unit 40                  Unit 41
     -------                  ------- 
Week(s) 3, 10, 21,       Week(s) 10, 21, 26,
23, 24, 25, 27, 29, 27,  31, 32, 33, 34,
30, 33, 41               38

   
                  TANGLEWOOD TOWNHOUSES II
                  ------------------------

     That property on which is located Tanglewood Townhouses
II  as  described in  a  First  Supplemental Declaration  of
Individual  and/or Interval Ownership recorded in Docket 957
at  Page  960-964 thereto  all filed  in  the Office  of the
County Recorder of Coconino County, Arizona.

     The above described property  has located upon it Units
42 through 111 of Tanglewood Townhouses II as set forth on a
Plat  of Record at Case 3 at  Map 250, 250A and 250B, in the
Office of the County Recorder of Coconino County, Arizona.

     THERE IS HEREBY EXCEPTED  FROM AND OUT OF  THE PROPERTY
SET FORTH ABOVE THE FOLLOWING DESCRIBED UNITS WEEKS:

     UNIT 43:       Week 49
     UNIT 47:       Weeks 4, 15, 19 and 47
     UNIT 48:       Weeks 10,  19, 20,  34, 35, 36,  41, 42, 43, 49  
                      and 50
     UNIT 49:       Weeks 9, 10, 18, 27, 43 and 49
     UNIT 60:       Weeks 29, 30, 36, and 37


                    RIDGEWOOD TOWNHOUSES
                    --------------------

     That   Property  on   which     is  located   Ridgewood
Townhouses, according to the plat of record in the office of
the County Recorder of Coconino County, Arizona, recorded in
Case 4,  Map 84-84A and Declaration of Covenants, Conditions
and Restrictions  and  Interval Ownership  recorded May  19,
1986, in Docket 1088, Page 672, as amended.


                RIDGEWOOD TOWNHOUSES PHASE II
                -----------------------------

     That property  on which is located Ridgewood Townhouses
Phase II, according to  the plat recorded on April  11, 1989
at  Case 5,  Maps 6  and  6A, in  the Office  of the  County
Recorder of Coconino County, Arizona, and that certain First
Supplemental  Declaration  of  Individual   and/or  Interval
Ownership  recorded on April 11, 1989  in Docket 1272, Pages
469-474,  in the Office  of the County  Recorder of Coconino
County, Arizona.





                          SCHEDULE B


                          MORTGAGES

                   PERMITTED ENCUMBRANCES
                   ----------------------
                          TIMESHARE
                          ---------

     Timeshare Regime                        Encumbrance
     ----------------                        -----------  
Fairfield Continental Country
Club Estates, Coconino County,
Arizona

Tanglewood Townhouses,                  Deed  of  Trust in favor of
Phase I                                 The  First  National Bank of
Except those unit weeks                 Boston,  recorded in Docket
excepted in the preceding               878,  Page  214,  in the 
Schedule A                              Public   Record   of Coconino
                                        County, Arizona

                                        Deed  of  Trust in favor of
                                        The  First  National Bank of
                                        Boston, recorded in 
                                        Docket 917, Page 395, in
                                        the Public Record of
                                        Coconino  County, Arizona 

                                        Deed  of  Trust in favor of 
                                        The   Arizona  Bank,recorded 
                                        in Docket 1008, Page 649,
                                        in the Public Record of 
                                        Coconino County, Arizona

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1502,  Page
                                        600,  in the  Public
                                        Record  of  Coconino
                                        County, Arizona.


                                        Fairfield Acceptance
                                        Corporation:

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1508,  Page
                                        529  in  the  Public
                                        Record  of Coconino,
                                        Arizona.

Tanglewood Townhouses,                  Deed of Trust in favor of
Phase II                                The First National Bank of
Except those unit weeks                 Boston,  recorded in Docket
excepted in the preceding               878,  Page  214,  in the
Schedule A                              Public   Record   of Coconino 
                                        County, Arizona

                                        Deed  of  Trustin favor of
                                        The Arizona Bank recorded
                                        in  Docket 837, Page 353, 
                                        in the Public Record of
                                        Coconino County, Arizona

                                        Deed of Trust in favor of
                                        The First National Bank of
                                        Boston, recorded in
                                        Docket 917, Page 395, in
                                        the Public Record of
                                        Coconino County, Arizona

                                        Deed of Trust in favor of 
                                        The  First  National Bank of
                                        Boston,  recorded in Docket
                                        1008,  Page 649,  in the
                                        Public  ecord of Coconino
                                        County, Arizona

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1502,  Page
                                        600,  in the  Public
                                        Record  of  Coconino
                                        County, Arizona.


                                        Fairfield Acceptance
                                        Corporation:

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1508,  Page
                                        529  in  the  Public
                                        Record  of Coconino,
                                        Arizona.

     Timeshare Regime                        Encumbrance
     ----------------                        ------------
Ridgewood Townhouses                    Deed of Trust in favor of
                                        The First National Bank of
                                        Boston,  recorded in Docket
                                        878,  Page  214,  in the 
                                        Public   Record   of Coconino
                                        County, Arizona

                                        Deed of Trust in favor of
                                        The Arizona Bank recorded
                                        in Docket 837, Page 353, 
                                        in the Public Record of
                                        Coconino County, Arizona

                                        Deed of Trust in favor of
                                        The First National Bank of
                                        Boston, recorded in 
                                        Docket 917, Page 395, in
                                        the Public Record of
                                        Coconino  County, Arizona

                                        Deed of Trust in favor of 
                                        The First National Bank of
                                        Boston,  recorded in Docket
                                        1008,  Page 649,  in the
                                        Public  Record  of Coconino
                                        County, Arizona

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1502,  Page
                                        600,  in the  Public
                                        Record  of  Coconino
                                        County, Arizona.

                                        Fairfield Acceptance
                                        Corporation:

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1508,  Page
                                        529  in  the  Public
                                        Record  of Coconino,
                                        Arizona.

Ridgewood Townhouses                    Deed of Trust in favor of
Phase II                                The First National Bank of
                                        Boston,  recorded in Docket
                                        878,  Page  214,  in the
                                        Public   Record   of 
                                        Coconino County, Arizona

                                        Deed of Trust in favor of
                                        The Arizona Bank recorded
                                        in  Docket 837, Page 353, 
                                        in the Public Record of
                                        Coconino County, Arizona

                                        Deed of Trust in favor of
                                        The First National Bank of
                                        Boston, recorded in
                                        Docket 917, Page 395, in
                                        the Public Record of
                                        Coconino County, Arizona

                                        Deed of Trust in favor of 
                                        The First National Bank of
                                        Boston,  recorded in Docket
                                        1008,  Page 649,  in the
                                        Public   Record   of Coconino
                                        County, Arizona

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1502,  Page
                                        600,  in the  Public
                                        Record  of  Coconino
                                        County, Arizona.

                                        Fairfield Acceptance
                                        Corporation:

                                        Amended and Restated
                                        Deed    of    Trust,
                                        Assignment  of Rents
                                        and         Security
                                        Agreement  in  favor
                                        of     The     First
                                        National   Bank   of
                                        Boston,  recorded in
                                        Docket   1508,  Page
                                        529  in  the  Public
                                        Record  of Coconino,
                                        Arizona.




                         SCHEDULE C


 TO THIRD AMENDED AND RESTATED SUPPLEMENTARY TRUST AGREEMENT


                   1993-A TRUST INTERVALS

                    [Information Omitted]










                         SCHEDULE D


 TO THIRD AMENDED AND RESTATED SUPPLEMENTARY TRUST AGREEMENT


                    1995 TRUST INTERVALS

                    [Information Omitted]