SIXTH
                    AMENDED AND RESTATED
                  TITLE CLEARING AGREEMENT
                          (LAWYERS)


     This  Agreement is made and entered into as of July 31,
1996, 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");  Lawyers Title  Insurance  Corporation,  a  Virginia
corporation  (referred to  herein  as "Nominee");  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
hereinafter as "Triple-A Collateral Agent"), pursuant to the
Triple-A Credit  Agreement (as hereinafter defined).    This
Agreement is  made in  lieu of  and supersedes  that certain
Fifth Amended and Restated Title Clearing Agreement dated as
of  March 28, 1995, 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 certain
resort and recreational projects known as Fairfield Bay, Van
Buren  and  Cleburne  Counties,  Arkansas;  Fairfield Glade,
Cumberland  County,  Tennessee;  Fairfield   Branson,  Taney
County,  Missouri;  Fairfield Mountains,  Rutherford County,
North  Carolina;  Fairfield  Sapphire  Valley,  Jackson  and
Transylvania  Counties,  North Carolina;  Fairfield Harbour,
Craven  County,   North  Carolina;  Sands   Atlantic  Beach,
Carteret  County,  North  Carolina;  Fairfield  Ocean Ridge,
Colleton County,  South Carolina; Sands Myrtle  Beach, Horry
County,  South  Carolina;   Fairfield  Plantation,   Carroll
County,  Georgia;  Fairfield   Williamsburg  and   Fairfield
Williamsburg at Kingsgate, York County, Virginia and certain
other properties  not  subject  hereto;  and  has  sold  and
continues to sell subdivided  Lots (as hereinafter defined),
Undivided  Ownership Interests (as hereinafter defined), and
Intervals (as  hereinafter defined) to purchasers  by way of
contract   agreements   and   installment    notes   ("Sales
Contracts") whereby the  purchaser is  permitted to  finance
the  purchase  price  for  said  Lots,  Undivided  Ownership
Interests and Intervals over a period of time; and

     WHEREAS,  FNBB 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  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 Lots, Undivided  Ownership Interests  and
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 an  Amended and
Restated  Receivables Purchase Agreement,  dated as  of July
31,  1996 (the  "Triple-A Purchase  Agreement") which  Sales
Contracts have in turn  been pledged by FCC to  the Triple-A
Collateral  Agent for  the benefit  of itself,  Triple-A One
Funding  Corporation,  a Delaware  corporation  (referred to
herein as "Triple-A") and The First National Bank of Boston,
as  L/C Bank ("L/C  Bank"), pursuant to  the Triple-A Credit
Agreement; and

     WHEREAS,  FNBB (i) has  released its lien  upon and its
interest  in the  Sales Contracts  and the  underlying Lots,
Undivided Ownership Interests  and Intervals pledged  to the
1993-A Trustee and (ii) has  released, or will have released
its lien upon and  its interest in, the Sales  Contracts and
the  underlying  Lots,  Undivided  Ownership  Interests  and
Intervals as a prior condition to their being pledged to the
Triple-A 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 interests  of the various  parties hereto  as
their interests 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:

     Community  Club means the  Community Clubs of Fairfield
     ---------------
Bay, Arkansas and Fairfield Glade, Tennessee.

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

     FAC Boston  Loan Agreement means the  Third Amended and
     --------------------------
Restated Revolving  Credit Agreement, dated  as of September
28, 1993, between FAC  and FNBB, as amended pursuant  to the
First  Amendment  to Third  Amended  and Restated  Revolving
Credit Agreement, dated as of December 9,  1994, between FAC
and  FNBB, and as further amended by the Second Amendment to
Third Amended and Restated Revolving Credit Agreement, dated
as  of December 19, 1994,  between FAC and  FNBB, as amended
and in effect from time to time.

     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 as  of September
28, 1993,  among FCI, Fairfield Myrtle  Beach, Inc., Suntree
Development Company, St. Andrews Management, Inc., Fairfield
Suntree  Realty, Inc., and FNBB,  as amended pursuant to the
First  Amendment to  Amended and  Restated Revolving  Credit
Agreement, dated as of  May 13, 1994, as further  amended by
Consent Waiver  and Agreement,  dated  as of  September  23,
1994, as  further amended by Second Amendment to Amended and
Restated Revolving Credit Agreement, dated as of December 9,
1994, as further amended  by Third Amendment to  Amended and
Restated  Revolving Credit Agreement,  dated as  of December
19,  1994, as further amended by Fourth Amendment to Amended
and  Restated  Revolving  Credit  Agreement,  dated  as   of
November 20, 1995, and as further amended by Fifth Amendment
to Amended and Restated Revolving Credit Agreement, dated as
of January  25, 1996,  among  FCI, Fairfield  Myrtle  Beach,
Inc., and FNBB, as amended and in effect from time to time.

     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  Nominee   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
Nominee 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
consists of a fixed week or undivided interest in fee simple
in a lodging unit or group of lodging units at a Project.

     L/C Bank  means  The First National Bank of  Boston, as
     --------
L/C Bank under the Triple-A Credit Agreement.

     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  Triple-A
Credit Agreement.

     Lots means  all the  subdivided lots  created or  to be
     ----
created in the Properties conveyed to Nominee 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 Nominee  in
the continuance of this 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, 1994,
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  Company,  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 projects at
the  various  FCI   projects  and   other  property   owners
associations  which may  have been  organized  in connection
with  the platting  or  subdividing of  vacant  lots at  the
various FCI projects.

     Project      means      any     of      the     various
     -------
recreational/retirement communities developed by FCI.

     Properties  means  those   Lots,  Undivided   Ownership
     ---------- 
Interests and Intervals located on the property described in
the  various deeds listed in  Schedule A attached hereto, as
amended  from time to time.  The Mortgages on the Properties
in favor of FNBB  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  a Lot,  Undivided
Ownership Interest or Interval at an FCI 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 a Lot, Undivided Ownership Interest or  Interval
and for which the total purchase price  has not been paid by
the Purchaser.

     Secured  Party means  FNBB, the  1993-A Trustee  or the
     --------------
Triple-A Collateral Agent, as applicable.

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

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

     Triple-A  Credit Agreement  means that  certain Amended
     --------------------------
and  Restated Credit Agreement dated as of July 31, 1996, by
and among  FAC, as servicer, FCI, FCC, as borrower, Triple-A
Collateral Agent,  Triple-A and L/C Bank,  relating to loans
to be made by Triple-A to FCC. 

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

     Triple-A  Lots  means those  Lots  which  give rise  to
     --------------
certain Sales Contracts pledged, assigned and transferred to
the  Triple-A  Collateral  Agent  pursuant to  the  Triple-A
Credit Agreement.   The Triple-A Lots are listed on Schedule
D  attached to  this Agreement  and made  a part  hereof, as
amended from time to time.

     Triple-A  Undivided  Ownership  Interests  means  those
     -----------------------------------------
Undivided Ownership  Interests which  give  rise to  certain
Sales  Contracts  pledged, assigned  and transferred  to the
Triple-A Collateral  Agent pursuant  to the Triple-A  Credit
Agreement.   The Triple-A  Undivided Ownership Interests are
listed on Schedule D  attached to this Agreement and  made a
part hereof, as amended from time to time.

     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.

     1993-A Trust Lots  means those Lots 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 Lots  are listed on Schedule C  attached to
this  Agreement and made a part hereof, as amended from time
to time.

     1993-A  Trust Undivided Ownership Interests means those
     -------------------------------------------
Undivided  Ownership Interests  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  Undivided Ownership  Interests are  listed on
Schedule  C  attached to  this  Agreement  and  made a  part
hereof, as amended from time to time.

     Undivided  Ownership  Interests  means those  undivided
     -------------------------------  
ownership  interests  created  or  to  be  created  in   the
Properties  conveyed to  Nominee 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 Nominee  in continuance
of  this Agreement.  An Undivided Ownership Interest is that
form of real property ownership in a unit or units committed
to undivided  ownership consisting of an  undivided interest
in fee simple absolute as a tenant in common  with all other
owners  of  an undivided  interest  in such  unit  or units,
whereby  an  owner  is entitled  to  occupy  the  same on  a
reservation basis and where  the owner's fractional interest
is shown on the owner's Sales Contract and deed.

     2.   Transfer  of  Properties  to  Nominee.    FCI,  by
          -------------------------------------
various deeds executed  from time to  time, has  transferred
fee simple title to the Properties identified  on Schedule A
to  Nominee,  subject  to  those  Mortgages  identified   on
Schedule  B.  Nominee 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   for  which  the
beneficial  interest has been transferred  to FFC or FCC and
subsequently pledged  to the 1993-A Trustee  or the Triple-A
Collateral  Agent, respectively, the  beneficial interest in
all  the Properties  underlying Sales Contracts  conveyed to
Nominee 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 Nominee shall  be advised of
the transference  of the Sales Contracts  and the beneficial
interest in  the Properties underlying the  Sales Contracts,
Nominee 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.

     Notwithstanding  anything herein to  the contrary, with
respect  to  those Properties  which  are  subject to  Sales
Contracts with Purchasers who are residents of the  State of
New  Jersey the following shall  apply:  Within  180 days of
receipt by FAC or FCI of the first installment payment under
such Sales Contract, FAC or FCI shall notify Nominee to hold
title to such Properties for  the benefit of the  respective
Purchaser.  The beneficial interest in such Properties  will
then  be held by Nominee  for the benefit  of the respective
Purchaser until the time  of deeding as provided for  in the
Sales Contract.

     3.   Title Ownership and Responsibility of Nominee.
          ---------------------------------------------
     (a)  Nominee 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.  Nominee 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)  Nominee'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 Triple-A
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); and  (v) execute such
instruments as required to be executed pursuant to  Sections
11  and 13 hereof.   Nominee may authorize  any third party,
including  any employee of FAC or FCI, by power of attorney,
to execute any instrument required by this Section 3(b).

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

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

     (e)  Nominee 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 Nominee  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 Nominee.
----------------------
     (a)  FCI  shall cause any construction or vendor's lien
or blanket  encumbrance (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 Nominee  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 Nominee  and  to such  Secured Party.   Such
assignments  and  conveyances  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.    Nominee 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  Nominee  with  a  copy  of  an
assignment pledging and assigning all beneficial interest in
the  1993-A  Trust  Intervals, the  1993-A  Trust  Undivided
Ownership Interests,  the 1993-A Trust Lots  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
Nominee with copies of any future assignments of  beneficial
interest  in the  1993-A Trust  Intervals, the  1993-A Trust
Undivided  Ownership Interests  or  the  1993-A Trust  Lots,
which  assignments shall be in the form of a certificate and
shall identify the 1993-A Trust Intervals, the 1993-A  Trust
Undivided Ownership Interests and the 1993-A Trust Lots  and
related  Sales  Contracts   assigned  thereby.    Any   such
assignment submitted to Nominee by FAC shall be  accompanied
by an approval,  in writing,  of the 1993-A  Trustee.   Upon
receipt  by  the  Nominee  of  any  such  certificates,  (i)
Schedule C shall  automatically be deemed  to be updated  to
exclude  the  1993-A  Trust   Intervals,  the  1993-A  Trust
Undivided  Ownership  Interests and  the  1993-A Trust  Lots
covered by such certificates, (ii) Nominee shall be entitled
to  rely upon  such certificates  in  determining beneficial
ownership of the  1993-A Trust Intervals,  the 1993-A  Trust
Undivided  Ownership Interests  and  the  1993-A Trust  Lots
covered  by  such  certificates  and  (iii)  the  beneficial
ownership of the  1993-A Trust Intervals,  the 1993-A  Trust
Undivided  Ownership  Interests  and the  1993-A  Trust Lots
covered  by such certificates shall be presumed to be in FCI
or FAC, as applicable, and subject to the lien of FNBB under
the Mortgages on Schedule B.

     (e)  FCC has provided  to Nominee on  the Closing  Date
and Effective Restatement Date (as such terms are defined in
the Triple-A  Credit Agreement),  and  FCC will  provide  to
Nominee  on Contract Grant Dates (as defined in the Triple-A
Credit  Agreement), if  any, occurring  after the  Effective
Restatement  Date,   copies  of  releases   and  assignments
evidencing (i)  FNBB's  release of  its  lien upon  and  its
interest in the  Triple-A Intervals, the  Triple-A Undivided
Ownership Interests, the Triple-A Lots and the related Sales
Contracts, (ii)  the transfer of all  beneficial interest in
the  Triple-A  Intervals, the  Triple-A  Undivided Ownership
Interests, the Triple-A Lots and the related Sales Contracts
from  FAC to FCC pursuant to the Triple-A Purchase Agreement
and  (iii)  the  pledge  and  assignment  of  the   Triple-A
Intervals, the  Triple-A Undivided Ownership  Interests, the
Triple-A  Lots and the  related Sales Contracts  from FCC to
the  Triple-A Collateral  Agent  pursuant  to  the  Triple-A
Credit Agreement.  Upon  receipt by the Nominee of  any such
future   releases   and   assignments,   Schedule   D  shall
automatically be deemed to be updated to include the Triple-
A Intervals, the Triple-A  Undivided Ownership Interests and
the Triple-A Lots covered by such releases and  assignments,
and Nominee shall be entitled to rely upon such releases and
assignments  in  determining  beneficial  ownership  of  the
Triple-A   Intervals,   the  Triple-A   Undivided  Ownership
Interests and the Triple-A Lots covered thereby.

     FAC, as  servicer under the Triple-A  Credit Agreement,
or the Triple-A Collateral Agent, shall provide Nominee with
copies of any  future assignments  from Triple-A  Collateral
Agent to  FCC,  FAC or  FCI,  as applicable,  of  beneficial
interest  in the Triple-A  Intervals, the Triple-A Undivided
Ownership Interests or the  Triple-A Lots, which assignments
shall be in the form of a certificate and shall identify the
Triple-A   Intervals,   the  Triple-A   Undivided  Ownership
Interests and the Triple-A Lots and related Sales  Contracts
assigned thereby.   To  be  effective, any  such  assignment
submitted  to  Nominee by  FAC  shall be  accompanied  by an
approval, in  writing,  of the  Triple-A  Collateral  Agent.
Upon  receipt by the  Nominee of any  such certificates, (i)
Schedule D shall  automatically be deemed  to be updated  to
exclude  the  Triple-A  Intervals,  the  Triple-A  Undivided
Ownership Interests and  the Triple-A Lots  covered by  such
certificates, (ii) Nominee  shall be entitled  to rely  upon
such certificates in determining beneficial ownership of the
Triple-A   Intervals,   the  Triple-A   Undivided  Ownership
Interests and the  Triple-A Lots covered  thereby and  (iii)
the  beneficial  ownership of  the  Triple-A Intervals,  the
Triple-A Undivided Ownership Interests and the Triple-A Lots
covered  by such certificates shall be presumed to be in FCI
or FAC, as applicable, and subject to the lien of FNBB under
the Mortgages on Schedule B.

     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
and Community  Club 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 Nominee  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  Lot,
Undivided  Ownership Interest  or Interval  covered by  such
Sales Contract to  the Purchaser.  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 the Purchaser has  paid for such
in connection with his purchase of the Properties involved).

     (b)  Unless  directed  otherwise  by  a  Secured  Party
pursuant to Section 12  hereof (or otherwise),  each Secured
Party hereby authorizes and appoints Nominee as its agent to
release  such Secured  Party's underlying  Mortgages against
any Properties upon  receipt by Nominee 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 of 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  Nominee'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
Nominee.

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

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

     8.   Warranty as to Title.  FCI represents and warrants
          --------------------
unto Nominee that it has transferred fee simple title to the
Properties to  Nominee, and that its deeds  of conveyance to
Nominee  convey  to  said  Nominee  title  subject  only  to
(i) subdivision  and  condominium  restrictions,  covenants,
etc.,  including timeshare declarations, (ii) road rights of
way and easements,  (iii) utility easements, (iv) the rights
of  Purchasers who  have entered  into the  Sales Contracts,
(v) those Mortgages  set out on Schedule  B attached hereto,
(vi) other  such  miscellaneous restrictions,  covenants and
Mortgages as those enumerated above, and (vii) the terms  of
this Agreement.

     9.   Additional Properties.   From time to  time FCI or
          ---------------------
FAC may  convey  to  Nominee  additional  platted  lots  and
timeshare units or such acreage as FCI contemplates  that it
will  plat or subdivide, to be held by Nominee 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.    Only platted  lots  and
timeshare units or  acreage which FCI  contemplates will  be
platted or subdivided may  be conveyed to Nominee, and  such
conveyances  shall  exclude,  except  as  noted  above,  raw
acreage  and unplatted  properties which  may be  owned from
time  to time by  FCI or FAC,  as the case  may be.  Nominee
shall have the  right to review all proposed  conveyances to
assure compliance with  the provisions of  this section  and
the terms  of  this  Agreement;  and  in  addition  thereto,
Nominee  shall  have  the  right  to  refuse to  accept  any
conveyance  of  such additional  platted lots  and timeshare
units if they  are located in  jurisdictions which  prohibit
Lawyers Title  Insurance Corporation from acting  as Nominee
under the terms and provisions of this Agreement.

     10.  Indemnification.     FCI   and  FAC   jointly  and
          ---------------
severally agree to indemnify and hold harmless Nominee  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
Nominee  of  any  of  the  terms  and   conditions  of  this
Agreement, including all  costs and expenses  of any  nature
that Nominee  may incur.  Each Secured Party shall indemnify
and hold harmless Nominee from  any and all claims, demands,
actions  or  causes  of  action,  including  all  costs  and
expenses of any nature that Nominee may incur  in connection
therewith,  which relate  to  or arise  out  of any  act  or
failure to act of  Nominee, which action or inaction  was in
good  faith  pursuant  to  and  in  reliance  upon   written
instructions  from  such Secured  Party  to  Nominee.   With
respect to  actions related  to  particular Properties,  the
parties hereto expressly  acknowledge that Nominee 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  Nominee shall have no liability for any action taken in
good faith  in such reliance.   FCI or FAC, as  the case may
be, shall reimburse Nominee for all costs, fees and expenses
incurred  by it relating to its serving as Nominee under the
terms and provisions of this Agreement.  It is the intent of
the parties  to insure that Nominee 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 Nominee  which  may result  from the
performance in good faith by Nominee 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, Nominee  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, Nominee  agrees to  execute such
Mortgages covering such Properties,  as requested in writing
by FCI,  to any Secured Party  or such third parties  as FCI
may direct.  Nominee  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  Nominee
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 which may further instruct Nominee that,  with
respect  to those  Properties, that  Nominee 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  Nominee 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, Nominee  shall continue  to act
upon  the  written request  of  FCI, FAC,  FNBB,  the 1993-A
Trustee or  the Triple-A Collateral  Agent, as the  case may
be, as to the Properties relating thereto.

     Any notice of  default given Nominee  pursuant to  this
Section  12 shall  be mailed  by  first class  mail, postage
prepaid, return receipt requested, to the following address:

               Lawyers Title Insurance Corporation
               600 North Pearl Street, Suite 700
               Lock Box 185
               Dallas, TX  75201
               Attn:  Michael E. Hastings

     In no  event shall Nominee 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
Secured Party 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 Lots, the 1993-A Trust Undivided  Ownership
Interests and 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
Nominee holds title  to the  1993-A Trust  Lots, the  1993-A
Trust Undivided  Ownership  Interests and  the 1993-A  Trust
Intervals  for the benefit  of the purchasers  of the 1993-A
Trust Lots,  the 1993-A Trust  Undivided Ownership Interests
and  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  Nominee shall  not transfer,  pledge or
assign  the  1993-A  Trust Lots,  the 1993-A Trust Undivided 
Ownership Interests or 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 Triple-A
Lots,  the Triple-A  Undivided  Ownership Interests  and the
Triple-A Intervals granted the  Triple-A Collateral Agent by
this Agreement and the Triple-A 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 Nominee holds  title to the
Triple-A  Lots, the  Triple-A Undivided  Ownership Interests
and the Triple-A Intervals for the benefit of the purchasers
of  the  Triple-A  Lots, the  Triple-A  Undivided  Ownership
Interests  and  the  Triple-A  Intervals  and  the  Triple-A
Collateral Agent,  subject only to the  terms and conditions
of  the  related Sales  Contracts  and  the Triple-A  Credit
Agreement,  respectively.  The  Nominee shall  not transfer,
pledge or  assign the Triple-A Lots,  the Triple-A Undivided
Ownership  Interests or  the  Triple-A Intervals  except  as
expressly  provided   herein.     The  provisions   of  this
paragraph, however, shall  not apply to  any Triple-A  Lots,
Triple-A   Undivided   Ownership   Interests  and   Triple-A
Intervals that may be granted the Triple-A Collateral  Agent
by  this  Agreement and  the  Triple-A  Credit Agreement  on
Contract Grant  Dates (as  defined  in the  Triple-A  Credit
Agreement),   if  any,   occurring   after   the   Effective
Restatement  Date   (as  defined  in  the   Triple-A  Credit
Agreement), until  releases  and assignments  covering  such
Property have been  delivered to the  Nominee in  accordance
with the requirements of Section 4(e) hereof.

     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 Arkansas.  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 FCI Boston  and FAC Boston Loan Agreements,
the  1993-A  Pledge   Agreement  or   the  Triple-A   Credit
Agreement, respectively,  FNBB, the  1993-A Trustee and  the
Triple-A 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 to 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  related Lots, Undivided Ownership
Interests and Intervals  relating thereto, which  are to  be
sold  or pledged  pursuant  to  a  pooling, sale  or  pledge
agreement, by an instrument  in writing signed by FCI,  FAC,
Nominee and FNBB.  Any amendment undertaken pursuant to this
paragraph  15(a)  shall  not  relate  to  or  affect   Lots,
Undivided  Ownership   Interests  or  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
Triple-A 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  Nominee  in   accordance  with   the  written
instructions of FCI, FAC, the 1993-A Trustee or the Triple-A
Collateral  Agent,  as the  case may  be, as  the beneficial
owner or  assignee  of  the  beneficial  ownership  of  such
Properties  at such  time; except,  however, if  Nominee 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, Nominee  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, 2010.

     16.  Notice.   Notice  under this  Agreement  shall  be
          ------
given  to the parties at the following addresses, or at such
other address as shall be designated by a party in a written
notice to the other parties:  

             Lawyers Title Insurance Corporation
             -----------------------------------

                                   Counsel:
Michael E. Hastings                Riker Purcell
Lawyers Title Insurance            Lawyers Title Insurance
   Corporation                       Corporation
600 North Pearl Street, Suite 700  6630 West Broad Street
Lock Box 185                       Richmond, Virginia  23230
Dallas, Texas  75201               (804) 281-6876
(214) 720-7600                     Telecopy:  (804) 282-5453
Telecopy:  (214) 658-92201


               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
(770)390-6500                      Telecopy:  (617) 951-8736
Telecopy:  (770)390-8434


            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                Marc D. Wassermann, Esq.
Attn:  Head of Exposure            Sidley & Austin
  Management                       1722 Eye Street, NW     
(212) 891-8806                     Washington, D.C.
Telecopy:  (212) 755-5462          (202)736-8000
                                   Telecopy:  (202) 736-8711

     Notice to  each of the aforementioned  parties shall be
given by Nominee 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/ John Fletcher             BY:   /s/ Robert W. Howeth
-------------------------       ------------------------------
Witness                       TITLE: Senior Vice President
                
                              FAIRFIELD ACCEPTANCE CORPORATION

/s/ John Fletcher             BY:  /s/Robert W. Howeth
-------------------------     --------------------------------
Witness                       TITLE: President

                              LAWYERS TITLE INSURANCE CORPORATION

/s/ Sherry D. Adkison         BY: /s/ Randall E. Cox
-------------------------     -------------------------------
Witness                       TITLE:  Senior Vice President

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

/s/ Paula C. Anderson         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/ Paula C. Anderson         BY: /s/ Linda J. Carter
-------------------------     -------------------------------
Witness                       TITLE: Vice President

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

/s/ Paula C. Anderson         BY: /s/ Bonnie McKenzie
-------------------------     -------------------------------
Witness                       TITLE: Trust Operations Manager
                       


                              CAPITAL MARKETS ASSURANCE
                              CORPORATION,
                              as Triple-A Collateral Agent

/s/ John Fletcher             BY: /s/ Philip Theoharides
-------------------------     -------------------------------
Witness                       TITLE: Vice President (CapMac)





                      LIST OF SCHEDULES
                      -----------------


     Schedule A:    Properties
     Schedule B:    Mortgages
     Schedule C:    1993-A  Trust Lots,  Undivided Ownership
                    Interests and Intervals
     Schedule D:    Triple-A   Lots,   Undivided   Ownership
                    Interests and Intervals



                         SCHEDULE A


                         PROPERTIES

                        FAIRFIELD BAY
                        -------------

The  following   Warranty  Deeds  were  made   by  Fairfield
Communities,  Inc.  (Grantor)  to  Lawyers  Title  Insurance
Corporation (Grantee)  and recorded  in  the Office  of  the
Circuit Clerk of Van Buren and Cleburne Counties, Arkansas:

WARRANTY  DEED   -   dated  February  16, 1983  and recorded
-------------
February 22, 1983 in Record Book, Volume 159, Pages 277-350,
Van  Buren County and was also recorded on February 22, 1983
in Record Book, Volume 243, Pages 707-780, Cleburne  County,
Arkansas.  

WARRANTY  DEED    -   dated  January  4,  1984 and  recorded
--------------
January 10,  1984 in Record Book, Volume  167, Page 577, Van
Buren County, Arkansas.

WARRANTY  DEED   -   dated  September  7, 1984  and recorded
--------------
October 25, 1984 as Document No. 84-4757, Van Buren  County,
Arkansas.

WARRANTY  DEED    -    dated  July  24,  1985  and  recorded
--------------
September 23,  1985  as  Document  No.  85-4800,  Van  Buren
County, Arkansas.

WARRANTY DEED  -  dated March 10, 1986 and recorded April 8,
-------------
1986 as Document No. 86-1579, Van Buren County, Arkansas.

WARRANTY DEED  -  dated July 29, 1986 and recorded September
-------------
3, 1986 as Document No. 86-4074, Van Buren County, Arkansas.

WARRANTY  DEED   -   dated  December  8, 1986  and  recorded
--------------
December 22, 1986 as Document No. 86-5746, Van Buren County,
Arkansas.

WARRANTY DEED  -   dated March  23, 1987 and recorded  April
-------------
27,  1987  as  Document  No.  87-1824,  Van  Buren   County,
Arkansas.

WARRANTY DEED  -  dated February 23, 1988 and recorded March
-------------
7, 1988 as Document No. 88-1009, Van Buren County, Arkansas,
and  also recorded  on March  17, 1988  in Book  Volume 302,
Pages 47-51, Cleburne County, Arkansas.

WARRANTY DEED  -  dated  April 25, 1988 and recorded May 23,
-------------
1988 as Document No. 88-2289, Van Buren County, Arkansas.

WARRANTY DEED   -  dated May 20, 1988  and recorded June 10,
-------------
1988 as Document No. 88-2706, Van Buren County, Arkansas.

WARRANTY  DEED   -   dated  December  8, 1988  and  recorded
-------------
December 22, 1988 as Document No. 88-5678, Van Buren County,
Arkansas.

WARRANTY DEED   -  dated  March 28, 1989 and  recorded April
-------------
21,  1989  as  Document  No.  89-2097,  Van  Buren   County,
Arkansas.  

WARRANTY  DEED   -   dated  January  19, 1995  and  recorded
--------------
January 23, 1995 as  Document No. 95-333, Van  Buren County,
Arkansas.  
                 ---------------------------


                       FAIRFIELD GLADE
                       ---------------
     The following Quitclaim  Deeds were  made by  Fairfield
Communities,  Inc.  (Grantor)  to  Lawyers  Title  Insurance
Corporation (Grantee)  and recorded  in  the Office  of  the
Register of Deeds of Cumberland County, Tennessee:

QUITCLAIM  DEED   -   dated February  16, 1983  and recorded
---------------
February 24,  1983 in  Deed Book  264, Page  677, Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated  January  4, 1984  and  recorded
---------------
January 10, 1984  in Deed  Book  278, Page  505,  Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated September  7, 1984  and recorded
---------------
November 27, 1987, Cumberland County, Tennessee.  

QUITCLAIM  DEED   -   dated  October  9, 1985  and  recorded
---------------
December 12,  1985 in  Deed Book  309, Page  417, Cumberland
County, Tennessee.

QUITCLAIM DEED  -  dated  March 10, 1986 and recorded  April
--------------
15,  1986 in  Deed  Book 314,  Page 417,  Cumberland County,
Tennessee.

QUITCLAIM DEED   -  dated July 10,  1986 and recorded August
--------------
4, 1986  in  Deed Book  319,  Page 783,  Cumberland  County,
Tennessee.

QUITCLAIM  DEED    -   dated  August  6,  1986 and  recorded
---------------
September  5,  1986 in  Deed Book  322, Page  26, Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated  October  29, 1986  and recorded
---------------
November 10,  1986 in  Deed Book  325, Page  793, Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated November  14, 1986  and recorded
---------------
December 24,  1986 in  Deed Book  328, Page  461, Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated February  18, 1987  and recorded
---------------
April 1, 1987 in Deed Book 333, Page 587, Cumberland County,
Tennessee.

QUITCLAIM DEED   -  dated May 18, 1987 and recorded June 26,
--------------
1987  in   Deed  Book  339,  Page   88,  Cumberland  County,
Tennessee.

QUITCLAIM  DEED   -   dated  August  17, 1987  and  recorded
---------------
September 25, 1987 in  Deed Book 344,  Page 209,  Cumberland
County, Tennessee.

QUITCLAIM  DEED   -   dated  October  16, 1987  and recorded
---------------
November 21, 1987  in Deed  Book  348, Page  77,  Cumberland
County, Tennessee.

QUITCLAIM DEED  -   dated May 6, 1988 and recorded  June 20,
--------------
1988  in  Deed  Book  358,  Page  530,  Cumberland   County,
Tennessee.

QUITCLAIM  DEED   -   dated  November  1, 1988  and recorded
---------------
December 1, 1988  in Deed  Book  369, Page  589,  Cumberland
County, Tennessee.

QUITCLAIM DEED  -  dated  April 13, 1989 and recorded May 2,
--------------
1989  in  Deed  Book  378,  Page  798,  Cumberland   County,
Tennessee.  

QUITCLAIM  DEED   -   dated  January  19, 1995  and recorded
---------------
January 23,  1995 in  Deed  Book 481,  Page 438,  Cumberland
County, Tennessee.  

QUITCLAIM  DEED   -   dated September  5, 1995  and recorded
---------------
September 15,  1995 in Deed  Book 494, Page  476, Cumberland
County, Tennessee.  
                 ---------------------------

                      FAIRFIELD HARBOUR
                      -----------------
     The following  Warranty Deeds  were  made by  Fairfield
Harbour,  Inc.   (Grantor)   to  Lawyers   Title   Insurance
Corporation (Grantee)  and recorded  in  the Office  of  the
Register of Deeds of Craven County, North Carolina:  

WARRANTY  DEED   -   dated  February  16, 1983  and recorded
--------------
February 21, 1983  in Deed Book  1019, Page 964 and  also in
Condominium   Book  III,  Page  235,  Craven  County,  North
Carolina.

WARRANTY  DEED    -   dated  January  4,  1984 and  recorded
--------------
January 9,  1984 in  Condominium Book  IV, Page  123, Craven
County, North Carolina.

WARRANTY  DEED   -   dated  September  7, 1984  and recorded
--------------
November 26,  1984 in  Condominium Book  IV, Page  1009, and
also recorded  December 27, 1984  in  Book 1073,  Page  209,
Craven County, North Carolina.

WARRANTY DEED  -   dated April 15, 1985 and recorded May 20,
-------------
1985 in Deed Book 1085, Page 58 and also in Condominium Book
6, Page 86, Craven County, North Carolina.

WARRANTY  DEED   -   dated  September  6, 1985  and recorded
--------------
October 10,  1985 in  Condominium Book  6, Page  632, Craven
County, North Carolina.

WARRANTY  DEED    -   dated  January  8,  1987 and  recorded
--------------
February 20, 1987 in Deed Book 12,  Page 610, Craven County,
North Carolina.

WARRANTY DEED   -  dated  May 18, 1987 and  recorded July 6,
-------------
1987  in Deed  Book  1160, Page  329,  Craven County,  North
Carolina.

WARRANTY DEED   -  dated June 19, 1987 and recorded July 24,
-------------
1987  in  Deed  Book  14, Page  513,  Craven  County,  North
Carolina.  

WARRANTY  DEED   -   dated  November  1, 1988  and  recorded
--------------
November 30, 1988 in Condo Book 21, Page 892, Craven County,
North Carolina.  

                 ---------------------------


                     FAIRFIELD MOUNTAINS
                     ------------------- 
     The  following Warranty  Deeds were  made  by Fairfield
Mountains,  Inc.  and/or  Fairfield  Communities,  Inc.,  as
successor corporation (Grantor),  to Lawyers Title Insurance
Corporation (Grantee)  and recorded  in  the Office  of  the
Register of Deeds of Rutherford County, North Carolina:  

WARRANTY  DEED   -   dated  February  16, 1983  and recorded
--------------
February 21,  1983 in  Deed Book  442,  Page 427, Rutherford
County, North Carolina.

WARRANTY  DEED    -   dated  January  4,  1984 and  recorded
--------------
January 9,  1984  in  Deed Book  453,  Page 521,  Rutherford
County, North Carolina.

WARRANTY  DEED  -   dated May 10,  1984 and recorded May 15,
--------------
1984 in  Deed Book 457,  Page 591, Rutherford  County, North
Carolina.

WARRANTY DEED  -  dated  April 15, 1985 and recorded May 17,
-------------
1985  in Deed Book  470, Page 668,  Rutherford County, North
Carolina.

WARRANTY  DEED   -   dated  September  6, 1985  and recorded
--------------
September 27, 1985 in  Deed Book 477,  Page 443,  Rutherford
County, North Carolina.

WARRANTY  DEED   -   dated  February  28, 1986  and recorded
--------------
March 17, 1986  in  Deed  Book  483,  Page  267,  Rutherford
County, North Carolina.

WARRANTY DEED   -  dated May  1, 1986 and recorded  June 17,
-------------
1986 in  Deed Book 487,  Page 722, Rutherford  County, North
Carolina.

WARRANTY  DEED   -   dated  December  16, 1986  and recorded
--------------
January 27, 1987  in Deed  Book  497, Page  649,  Rutherford
County, North Carolina. 
 
WARRANTY DEED   -  dated June  6, 1988 and recorded June 20,
-------------
1988 in Deed  Book 521, Page  709, Rutherford County,  North
Carolina.

WARRANTY  DEED   -   dated  December  21, 1988  and recorded
--------------
January 12, 1989  at Deed  Book  533, Page  109,  Rutherford
County, North Carolina.

WARRANTY  DEED   -    dated  March  28,  1989  and  recorded
--------------
April 21, 1989  at  Deed  Book  537,  Page  722,  Rutherford
County, North Carolina.

WARRANTY  DEED  -  dated February 4, 1992 and recorded March
--------------
3, 1992 at Deed Book 589, Page 768, Rutherford County, North
Carolina.

WARRANTY  DEED   -   dated  January  19, 1995  and  recorded
--------------
January  27, 1995  at Deed  Book 644,  Page 811,  Rutherford
County, North Carolina.
                 ---------------------------

                    FAIRFIELD PLANTATION
                    --------------------
     The following  Warranty  Deeds were  made by  Fairfield
Plantation,  Inc.  (Grantor)  to  Lawyers   Title  Insurance
Corporation (Grantee)  and recorded  in  the Office  of  the
Clerk of Superior Court of Carroll County, Georgia:  

WARRANTY  DEED   -   dated  February  16, 1983  and recorded
--------------
February 18,  1983 in  Book 445,  Page 833,  Carroll County,
Georgia.  

WARRANTY  DEED    -   dated  January  4,  1984 and  recorded
--------------
January 20, 1984  in Book  463,  Page 619,  Carroll  County,
Georgia.
  
WARRANTY  DEED   -   dated  September  7, 1984  and recorded
--------------
November 5, 1984  in Book  482,  Page 125,  Carroll  County,
Georgia.

WARRANTY DEED   -  dated April 15, 1985 and recorded May 20,
-------------
1985 in Book 496, Page 387, Carroll County, Georgia.

                 ---------------------------


                   FAIRFIELD SAPPHIRE VALLEY
                        (JACKSON COUNTY)     
                        ----------------
     The  following Warranty  Deeds were  made  by Fairfield
Sapphire Valley, Inc. and/or Fairfield Communities, Inc., as
successor corporation (Grantor),  to Lawyers Title Insurance
Corporation (Nominee)  and recorded  in  the Office  of  the
Register of Deeds of Jackson County, North Carolina:  

WARRANTY  DEED   -   dated  February  16, 1983  and recorded
--------------
February 25,  1983 in  Book 554,  Page 394,  Jackson County,
North Carolina.

WARRANTY  DEED    -   dated  January  4,  1984 and  recorded
--------------
January 9, 1984 in Book 572, Page 578, Jackson County, North
Carolina.

WARRANTY  DEED   -   dated September  14, 1984  and recorded
--------------
October 26, 1984  in Book  587,  Page 173,  Jackson  County,
North Carolina.

WARRANTY  DEED  -  dated April 15, 1985 and recorded May 20,
--------------
1985 in Book 598, Page 576, Jackson County, North Carolina.

WARRANTY  DEED    -   dated  October  3,  1985 and  recorded
--------------
December 13,  1985 in  Book 617,  Page 464,  Jackson County,
North Carolina.

WARRANTY  DEED  -  dated July  8, 1986 and recorded July 25,
--------------
1986 in Book 639, Page 176, Jackson County, North Carolina.

WARRANTY DEED  -  dated April 14, 1987 and  recorded May 28,
-------------
1987 in Book 659, Page 451, Jackson County, North Carolina. 

WARRANTY  DEED   -   dated  February  2, 1988  and  recorded
--------------
February 9, 1988  in Book  685,  Page 665,  Jackson  County,
North Carolina.

WARRANTY DEED   -  dated April 25, 1988 and recorded May 23,
-------------
1988 in Book 691, Page 605, Jackson County, North Carolina.

WARRANTY  DEED  -   dated May  6, 1988  and recorded June 1,
--------------
1988 in Book 692, Page 319, Jackson County, North Carolina.

WARRANTY DEED   -  dated July 20, 1988 and recorded July 27,
-------------
1988 in Book 698, Page 295, Jackson County, North Carolina.

WARRANTY  DEED   -    dated  March  28,  1989  and  recorded
--------------
April 21, 1989  in Book 720, Page 515, Jackson County, North
Carolina.  

                 ---------------------------


                   FAIRFIELD SAPPHIRE VALLEY
                     (TRANSYLVANIA COUNTY)     
                     --------------------- 
     The  following  Warranty Deeds  were made  by Fairfield
Communities,  Inc.  (Grantor)  to  Lawyers  Title  Insurance
Corporation (Nominee)  and recorded  in  the Office  of  the
Register of Deeds of Transylvania County, North Carolina:  

WARRANTY DEED  -  dated April 14, 1987 and recorded May 28, 
-------------
1987  in  Book  295,  Page 28,  Transylvania  County,  North
Carolina.

WARRANTY DEED   -  dated July 20, 1988 and recorded July 27,
-------------
1988  in  Book 307,  Page  704,  Transylvania County,  North
Carolina.

                 ---------------------------


                   FAIRFIELD WILLIAMSBURG
                   ----------------------
     The  following Warranty  Deeds  were made  by Fairfield
Williamsburg,  Inc.  (Grantor)  to  Lawyers  Title Insurance
Corporation (Nominee)  and recorded  in  the Office  of  the
Circuit Court Clerk of York County, Virginia:  

WARRANTY DEED   -  dated  June 5, 1985 and  recorded June 5,
-------------
1985 in Book 417, Page 628, York County, Virginia.

WARRANTY  DEED  -  dated March  4, 1986 and recorded June 6,
--------------
1986 in Book 443, Page 423, York County, Virginia.

WARRANTY DEED   -  dated March  4, 1986 and recorded June 6,
-------------
1986 in Book 443, Page 474, York County, Virginia.

WARRANTY DEED   -  dated March 4, 1986  and recorded June 6,
-------------
1986 in Book 443, Page 500, York County, Virginia.

WARRANTY  DEED    -   dated  August  27,  1986 and  recorded
--------------
September 12,  1986  in Book  453,  Page  196, York  County,
Virginia.

WARRANTY  DEED   -   dated September  23, 1987  and recorded
--------------
September 23,  1987  in Book  497,  Page  532, York  County,
Virginia.

WARRANTY  DEED   -    dated  August  9,  1988  and  recorded
--------------
September 9, 1988  in  Book  529,  Page  185,  York  County,
Virginia.  
                 ---------------------------


                     FAIRFIELD WILLIAMSBURG
                          (KINGSGATE)       
                          -----------
     The  following  Warranty  Deed  was  made  by Fairfield
Communities,  Inc.  (Grantor)  to  Lawyers  Title  Insurance
Corporation (Nominee)  and recorded  in  the Office  of  the
Circuit Court Clerk of York County, Virginia:  

WARRANTY DEED  -  dated February 4, 1992 and recorded  March
-------------
10, 1992 in Book 650, Page 752, York County, Virginia.

WARRANTY  DEED - dated April 15, 1992 and recorded April 27,
--------------
1992 in Book 658, Page 609, York County, Virginia.  

WARRANTY DEED  - dated August 18, 1994  and recorded October
-------------
21, 1994 in Book 819, Page 572, York County, Virginia.  

                 ---------------------------


                    FAIRFIELD OCEAN RIDGE
                    ---------------------
     The following  Titles  to  Real  Estate  were  made  by
Fairfield  Ocean  Ridge,  Inc.  (Grantor)  to Lawyers  Title
Insurance Corporation  (Grantee) and recorded in  the Office
of the Clerk of Court of Colleton County, South Carolina:  

TITLE TO  REAL ESTATE  -   dated July 15,  1983 and recorded
---------------------
August 8, 1983 in Book 272, Page 178, Colleton County, South
Carolina.

TITLE TO REAL ESTATE  -  dated January 11, 1984 and recorded
--------------------
January 16,  1984 in  Book 283,  Page 716,  Colleton County,
South Carolina.

TITLE  TO  REAL  ESTATE   -    dated  September 7, 1984  and
-----------------------
recorded November 2,  1984 in Book  303, Page 337,  Colleton
County, South Carolina.

TITLE  TO REAL ESTATE  -   dated March 10, 1986 and recorded
---------------------
April 14, 1986 in Book 344, Page 254, Colleton County, South
Carolina.

TITLE TO  REAL  ESTATE   -    dated September  8,  1986  and
----------------------
recorded October 17,  1986  in  Deed  Book  361,  Page  100,
Colleton County, South Carolina.

TITLE TO  REAL ESTATE   -  dated  May 22, 1987  and recorded
---------------------
July 9,  1987 in Deed  Book 384, Page  162, Colleton County,
South Carolina.

TITLE TO  REAL ESTATE  -  dated August 17, 1987 and recorded
---------------------
September 25, 1987  in Deed  Book  392, Page  163,  Colleton
County, South Carolina.  

TITLE  TO REAL ESTATE  -   dated April 25, 1988 and recorded
---------------------
May 23, 1988  in Deed Book  415, Page 143,  Colleton County,
South Carolina.

TITLE TO  REAL ESTATE  -   dated July 20,  1988 and recorded
---------------------
August 3, 1988 in Deed Book  423, Page 262, Colleton County,
South Carolina.

TITLE TO REAL ESTATE  -  dated November 1, 1988 and recorded
--------------------
November 30, 1988 in  Book 435, Page  205, Colleton  County,
South Carolina.  

TITLE TO  REAL  ESTATE   -    dated November  28,  1988  and
----------------------
recorded December 22,  1988 in Book 437,  Page 247, Colleton
County, South Carolina.  

TITLE TO REAL ESTATE  -  dated January 19, 1995 and recorded
--------------------
February 2,  1995 in  Book 654, Page  102, Colleton  County,
South Carolina.  

TITLE TO REAL ESTATE  -  dated January 19, 1995 and recorded
--------------------
February  2, 1995  in Book 654,  Page 116,  Colleton County,
South Carolina.  
                 ---------------------------

                      FAIRFIELD BRANSON
                      -----------------

WARRANTY  DEED   -   dated February  25, 1994,  and recorded
--------------
March  15, 1994  in  the Office  of  the Circuit  Clerk  and
Recorder, Taney County, Missouri.

     The Warranty  Deed  describes  the  property  in  Taney
County, Missouri on  which there will  be initially  located
one,  three-story building, containing six units, designated
as  Building 1, Units 1101, 1102, 1201, 1202, 1301 and 1302,
which  building is  subject to  that certain  Declaration of
Condominium for  Fairfield at the  Falls Condominiums  which
will  be recorded with the  Office of the  Circuit Clerk and
Recorder for  Taney  County, Missouri  at such  time as  the
final as-built plat has been recorded.   



                         SCHEDULE B


                 FAIRFIELD COMMUNITIES, INC.
              FAIRFIELD ACCEPTANCE CORPORATION
                  MORTGAGES/DEEDS OF TRUST

                        FAIRFIELD BAY
                        --------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          MORTGAGE    -    dated  February  25,  1971   from
          --------
          Fairfield Communities Land Company, predecessor to
          FCI  (Mortgagor) to  The  First  National Bank  of
          Boston (Mortgagee) recorded  on February 26,  1971
          in Mortgage Record  Book 44, on  Pages 395-405  in
          the  Office of  the County  Recorder of  Van Buren
          County,  Arkansas  and on  the  same  date in  the
          Office of the County  Recorder of Cleburne County,
          Arkansas  in Mortgage  Book 33, Pages  589-600, as
          amended from time to time.

               The  above  referenced   Mortgage  has   been
          amended  and  restated pursuant  to  the following
          amendment:  

          AMENDED  and  RESTATED  MORTGAGE,   ASSIGNMENT  of
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 25, 1992, effective as of
          ---------      
          September 1, 1992, and recorded  September 4, 1992
          as Document 92-4321  in Van Buren  County, and  on
          September 4,  1992 in Book Volume  125, Pages 591-
          637 in Cleburne County,  Arkansas, as amended from
          time to time.

                      ---------------------------

          FAC:
          ----           
          MORTGAGE    -    dated  February  21,  1983   from
          ---------
          Fairfield  Acceptance  Corporation  (Grantor)  and
          Lawyers Title Insurance  Corporation (Nominee)  to
          The  First  National   Bank  of  Boston  (Grantee)
          recorded on February  25, 1983 in Book Volume  60,
          Pages 407-492  in the Office of  the Circuit Clerk
          and  Ex-Officio  Recorder  for   Cleburne  County,
          Arkansas,  and recorded  on February  25, 1983  in
          Record  Book 90, Page 281  in  the Office  of  the
          Circuit  Clerk  and  Ex-Officio Recorder  for  Van
          Buren  County, Arkansas,  as amended from  time to
          time.

               The  above  referenced   Mortgage  has   been
          amended  and restated  pursuant  to the  following
          amendment:  

          AMENDED  and  RESTATED  MORTGAGE,   ASSIGNMENT  of
          -------------------------------------------------- 
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1,  1992 and  recorded on  September 28,
          1992 in Book Volume 126, Page 463-505 in  Cleburne
          County, Arkansas and as Document No. 925275 in Van
          Buren County,  Arkansas, as  amended from time  to
          time.


                            FAIRFIELD GLADE
                            ---------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          DEED  OF TRUST  -  dated February 25, 1971 between
          --------------
          Fairfield Communities Land Company, predecessor to
          FCI (Mortgagor) and W. Ovid Collins, Jr. (Trustee)
          Trustee for the benefit of The First National Bank
          of Boston (Beneficiary)  recorded on February  26,
          1971 in  Miscellaneous  Book 88, Page  351 in  the
          Office  of the  Register  of  Deeds of  Cumberland
          County, Tennessee, as amended from time to time.

               The above referenced  Deed of Trust  has been
          amended  and  restated pursuant  to  the following
          amendment:  

          AMENDED and RESTATED DEED  of TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 25, 1992, effective as of
          ---------
          September 1,  1992 and  recorded  on September  2,
          1992  in  Miscellaneous  Book  427,  Page  227  in
          Cumberland County, Tennessee, as amended from time
          to time.
                      ---------------------------

          FAC:
          ----

          DEED OF TRUST   -   dated February  21, 1983  from
          -------------
          Fairfield Acceptance Corporation (the Grantor) and
          Lawyers Title Insurance Corporation  (the Nominee)
          to  Gilbert O.  Dempsey (the  Trustee) and  to The
          First  National Bank  of Boston  (the Beneficiary)
          and recorded on February 24, 1983 in Miscellaneous
          Book 251, Page  127 in the Office  of the Register
          of  Deeds  of  Cumberland  County,  Tennessee,  as
          amended from time to time.

               The above  referenced Deed of Trust  has been
          amended  and restated  pursuant  to the  following
          amendment:  

          AMENDED and RESTATED DEED of  TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1, 1992 and  recorded September 25, 1992
          in Miscellaneous  Book 429, Page  45 in Cumberland
          County, Tennessee, as amended from time to time.

                      ---------------------------


                          FAIRFIELD MOUNTAINS
                          -------------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          DEED  OF TRUST   -   dated  July 14,  1977 between
          --------------
          Fairfield  Mountains,  Inc.,  predecessor  to  FCI
          (Mortgagor)  and  William  E.  Green  (Trustee) as
          Trustee for the benefit of The First National Bank
          of  Boston   recorded  on  September 1,   1977  in
          Book 245, Page  429 in the Office  of the Register
          of Deeds of Rutherford  County, North Carolina, as
          amended from time to time.

               The above referenced  Deed of Trust  has been
          amended  and restated  pursuant  to the  following
          amendment:  

          AMENDED and RESTATED DEED  of TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 25, 1992, effective as of
          ---------
          September 1, 1992  and recorded September  1, 1992
          in Book  415, Page 19 in  Rutherford County, North
          Carolina, as amended from time to time.

                      ---------------------------


          FAC:
          ---
          DEED OF TRUST   -   dated February  21, 1983  from
          -------------
          Fairfield  Acceptance  Corporation  (Grantor)  and
          Lawyers Title Insurance  Corporation (Nominee)  to
          Gilbert  O. Dempsey  (Trustee)  and  to The  First
          National Bank of Boston (Beneficiary) and recorded
          on February 24,  1983 in Book 297, Page  93 in the
          Office  of  the Register  of  Deeds of  Rutherford
          County, North Carolina,  as amended  from time  to
          time.

               The above  referenced Deed of Trust  has been
          amended and  restated  pursuant to  the  following
          amendment:  

          AMENDED and RESTATED DEED of  TRUST, ASSIGNMENT OF
          --------------------------------------------------  
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1, 1992, and recorded on October 8, 1992
          in Book 417, Page 131 in Rutherford County,  North
          Carolina, as amended from time to time.

                      ---------------------------

                           FAIRFIELD HARBOUR
                           -----------------
     BANK OF BOSTON
     --------------
          FCI:
          ----
          DEED  OF  TRUST   -   dated  June 2,  1981 between
          ---------------
          Fairfield  Harbour,  Inc.,   predecessor  to   FCI
          (Grantor) and Gilbert O. Dempsey  (Trustee) and to
          The  First National  Bank of  Boston (Beneficiary)
          and  recorded  on  June 4,  1981   in  Condominium
          Book I, Page 699  and re-recorded on  September 1,
          1981   in  Book   986,  Page 695,   Craven  County
          Registry,  Craven  County,   North  Carolina,   as
          amended from time to time.

               The above referenced Deed  of Trust has  been
          amended  and  restated pursuant  to  the following
          amendment:  

          SECOND DEED of TRUST,  ASSIGNMENT OF RENTS, LEASES
          --------------------------------------------------
          and LEASEHOLD  INTERESTS and SECURITY  AGREEMENT -
          ------------------------------------------------
          dated August 25,  1992, effective as of  September
          1,  1992  and  recorded   September  1,  1992   in
          Condominium Book 37, Page 320 and further recorded
          in  Book 1333,  Page 465  in Craven  County, North
          Carolina, as amended from time to time.

                      ---------------------------


          FAC:
          ---
          DEED OF TRUST   -   dated February  21, 1983  from
          -------------
          Fairfield  Acceptance  Corporation  (Grantor)  and
          Lawyers Title Insurance  Corporation (Nominee)  to
          Gilbert  O.  Dempsey (Trustee)  and  to The  First
          National Bank of Boston (Beneficiary) and recorded
          on February 25, 1983 in Condominium Book III, Page
          247  in the  Office of  the Register  of  Deeds of
          Craven  County, North  Carolina,  as amended  from
          time to time.

               The above referenced  Deed of Trust  has been
          amended and  restated  pursuant to  the  following
          amendment:

          AMENDED and RESTATED DEED  of TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1, 1992 and recorded on October 19, 1992
          in Condominium Book 38, Page 258 and in Book 1339,
          Page  795  in  Craven County,  North  Carolina, as
          amended from time to time.

                      ---------------------------


                       FAIRFIELD SAPPHIRE VALLEY
                           (JACKSON COUNTY)      
                            ---------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          DEED OF TRUST   -   dated February  23, 1982  from
          -------------
          Fairfield  Sapphire  Valley, Inc.,  predecessor to
          FCI (Grantor) to Gilbert O.  Dempsey (Trustee) and
          to The First National Bank of Boston (Beneficiary)
          and  recorded on March 17,  1982 in Book 535, Page
          585  in the  Office of  the Register  of  Deeds of
          Jackson  County, North  Carolina, as  amended from
          time to time.

               The above referenced  Deed of Trust has  been
          amended and  restated  pursuant to  the  following
          amendment:

          SECOND DEED of TRUST, ASSIGNMENT OF RENTS,  LEASES
          --------------------------------------------------
          and LEASEHOLD INTERESTS  and SECURITY AGREEMENT  -
          -----------------------------------------------
          dated August 25,  1992, effective as  of September
          1,  1992 and  recorded September  3, 1992  in Book
          813, Page 780 in  Jackson County, North  Carolina,
          as amended from time to time.

                      ---------------------------


          FAC:
          ---
          DEED OF TRUST   -   dated February  21, 1983  from
          -------------
          Fairfield  Acceptance  Corporation  (Grantor)  and
          Lawyers Title Insurance  Corporation (Nominee)  to
          Gilbert  O. Dempsey  (Trustee)  and  to The  First
          National Bank of Boston (Beneficiary) and recorded
          on February 25, 1983 in Book 551, Page 683  in the
          Office of the Register of Deeds of Jackson County,
          North Carolina, as amended from time to time.

               The above  referenced Deed of  Trust has been
          amended  and  restated pursuant  to  the following
          amendment:

          AMENDED and  RESTATED DEED of TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1, 1992 and recorded on October 12, 1992
          in Book  817,  Page  283  in  Jackson  County,  as
          amended from time to time.


                      ---------------------------


                       FAIRFIELD SAPPHIRE VALLEY
                         (TRANSYLVANIA COUNTY)      
                          -------------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          DEED  OF TRUST   -   dated  October 20,  1988 from
          --------------
          Fairfield Communities, Inc. (Grantor)  and Lawyers
          Title Insurance Corporation  (Nominee) to Paul  A.
          Lipsmeyer (Trustee) and to The First National Bank
          of   Boston   (Beneficiary)   and    recorded   on
          November 4,   1988  in   Book 168,  Page   847  in
          Transylvania County, North Carolina.

               The above referenced  Deed of Trust  has been
          amended  and restated  pursuant  to the  following
          amendment:

          SECOND DEED of TRUST,  ASSIGNMENT OF RENTS, LEASES
          --------------------------------------------------
          and  LEASEHOLD INTERESTS and  SECURITY AGREEMENT -
          ------------------------------------------------
          dated August  25, 1992, effective as  of September
          1, 1992 and recorded on  September 3, 1992 in Book
          199, Page  138,  #004760 in  Transylvania  County,
          North Carolina, as amended from time to time.

                      ---------------------------


          FAC:
          ----

          DEED  OF TRUST  -   dated September  30, 1988 from
          --------------
          Fairfield  Acceptance  Corporation  (Grantor)  and
          Lawyers Title Insurance  Corporation (Nominee)  to
          Paul  A.  Lipsmeyer  (Trustee)  and  to  The First
          National  Bank of  Boston, as  Agent (Beneficiary)
          and recorded on November 4, 1988 in Book 168, Page
          864 in Transylvania County, North Carolina.  

               The  above referenced Deed  of Trust has been
          amended  and restated  pursuant  to the  following
          amendment:

          AMENDED  and RESTATED DEED of TRUST, ASSIGNMENT OF
          --------------------------------------------------
          RENTS, LEASES and LEASEHOLD INTERESTS and SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1, 1992 and recorded on October 13, 1992
          in  Book 200,  Page  490  in Transylvania  County,
          North Carolina, as amended from time to time.

                      ---------------------------


                         FAIRFIELD PLANTATION
                         --------------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          DEED TO  SECURE DEBT   -  dated May  26, 1980 from
          --------------------
          Fairfield  Plantation,  Inc.,  predecessor to  FCI
          (Grantor) and Lawyers Title  Insurance Corporation
          (Nominee)  to  The First  National Bank  of Boston
          (Beneficiary)  and recorded  on June  23,  1981 in
          Book 422, Page 692  in the Office of the  Clerk of
          Superior  court  and Carroll  County,  Georgia, as
          amended from time to time.

               The  above referenced Deed to Secure Debt has
          been   amended  and   restated  pursuant   to  the
          following amendment:  

          AMENDED   and  RESTATED   DEED  to   SECURE  DEBT,
          -------------------------------------------------
          ASSIGNMENT   OF   RENTS,   LEASES  and   LEASEHOLD
          --------------------------------------------------
          INTERESTS  and SECURITY  AGREEMENT -  dated August
          ----------------------------------
          25, 1992, effective  as of September  1, 1992  and
          recorded September  1, 1992 in Book  751, Page 263
          in Carroll County, Georgia and further recorded on
          September 11,  1992  in  Book  777,  Page  633  in
          Douglas County,  Georgia, as amended from  time to
          time.


                      ---------------------------


          FAC:
          ---
          DEED  TO SECURE DEBT   -  dated  February 21, 1983
          --------------------
          between Fairfield Acceptance Corporation (Grantor)
          and Lawyers Title Insurance  Corporation (Nominee)
          and   The   First   National   Bank    of   Boston
          (Beneficiary) and recorded on February 25, 1983 in
          Book 446, Page 202  in the Office of  the Clerk of
          Superior  Court  of  Carroll  County,  Georgia, as
          amended from time to time.

               The Deed to Secure Debt has been amended  and
          restated pursuant to the following amendment:  

          AMENDED   and  RESTATED   DEED  to   SECURE  DEBT,
          ------------------------------------------------- 
          ASSIGNMENT   OF   RENTS,   LEASES  and   LEASEHOLD
          --------------------------------------------------
          INTERESTS and SECURITY AGREEMENT - dated effective
          --------------------------------
          September 1, 1992, and recorded September 22, 1992
          in Deed Book 753,  Page 800 with the Clerk  of the
          Superior  Court,  Carroll   County,  Georgia   and
          further recorded  on October 9, 1992  in Book 780,
          Page 745 with the  Clerk of the Superior  Court of
          Douglas County, Georgia.

                      ---------------------------


                        FAIRFIELD WILLIAMSBURG
                        ----------------------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          CREDIT  LINE DEED OF TRUST   -  dated June 5, 1985
          --------------------------
          between Fairfield  Williamsburg, Inc., predecessor
          to  FCI  (Grantor)   and  Vernon  M.   Geddy,  Jr.
          (Trustee) and The  First National  Bank of  Boston
          (Beneficiary) and recorded on June 5, 1985 in Deed
          Book 417, Page 610  in the Office  of the  Circuit
          Court Clerk  of York County, Virginia,  as amended
          from time to time.

               The  above referenced  Credit  Line  Deed  of
          Trust has been  amended and  restated pursuant  to
          the following amendment:  

          AMENDED and  RESTATED CREDIT  LINE DEED  of TRUST,
          -------------------------------------------------
          ASSIGNMENT   OF   RENTS,   LEASES  and   LEASEHOLD
          ---------------------------------------------------
          INTERESTS  and SECURITY  AGREEMENT -  dated August
          ----------------------------------
          25, 1992, effective  as of September  1, 1992  and
          recorded on September  4, 1992 in  Deed Book  680,
          Page 524 in York County, Virginia, as amended from
          time to time.



                      ---------------------------



          FAC:
          ----
          CREDIT LINE DEED OF  TRUST  -  dated  June 3, 1985
          --------------------------
          from  Fairfield  Acceptance Corporation  (Grantor)
          and Lawyers Title Insurance Corporation (Nominee),
          Vernon  M. Geddy,  Jr.  (Trustee)  and  The  First
          National Bank of Boston (Beneficiary) and recorded
          on June 5, 1985 in Deed  Book 417, Page 633 in the
          Office of the Circuit Court Clerk of York  County,
          Virginia.

          CORRECTION  CREDIT  LINE DEED  OF TRUST  -   dated
          ---------------------------------------
          January 13, 1986  and recorded on June  6, 1986 in
          Deed Book 443, Page 428 in York County.

               The  above referenced  Credit  Line  Deed  of
          Trust has  been amended  and restated  pursuant to
          the following amendment:  

          AMENDED and  RESTATED CREDIT  LINE DEED of  TRUST,
          --------------------------------------------------
          ASSIGNMENT   OF   RENTS,   LEASES  and   LEASEHOLD
          --------------------------------------------------
          INTERESTS  and SECURITY  AGREEMENT -  dated August
          -----------------------------------
          28, 1992, effective  as of September  1, 1992  and
          recorded  September  24, 1992  in Deed  Book 0684,
          Page  0128 in  York County,  Virginia,  as amended
          from time to time.
           
                      ---------------------------



                        FAIRFIELD WILLIAMSBURG
                              (KINGSGATE)     
                              ----------
     BANK OF BOSTON
     --------------
          FCI:
          ---
          CREDIT LINE  DEED OF  TRUST -  dated May  15, 1990
          ---------------------------
          between Fairfield Communities, Inc.  (Grantor) and
          Vernon  M. Geddy,  Jr.  (Trustee)  and  The  First
          National Bank of Boston (Beneficiary) and recorded
          on May 15, 1990 in Deed Book 582, Page 358  in the
          Office of the Circuit Court Clerk of York  County,
          Virginia.

          CREDIT LINE DEED  of TRUST,  ASSIGNMENT OF  RENTS,
          --------------------------------------------------
          LEASES  and  LEASEHOLD   INTERESTS  and   SECURITY
          --------------------------------------------------
          AGREEMENT - dated August 28, 1992, effective as of
          ---------
          September 1,  1992 and recorded September  4, 1992
          in  Deed  Book 680,  Page  470,  #9210463 in  York
          County, Virginia, as amended from time to time.

                      ---------------------------


          FAC:
          ---
          CREDIT LINE  DEED of TRUST,   ASSIGNMENT OF RENTS,
          --------------------------------------------------
          LEASES  and  LEASEHOLD   INTERESTS  and   SECURITY
          --------------------------------------------------
          AGREEMENT  -  dated  August  28,  1992,  effective
          ---------
          September 1,  1992 and  recorded on September  24,
          1992, in Deed Book 0684, Page 0171 in York County,
          Virginia, as amended from time to time.


                      ---------------------------


                         FAIRFIELD OCEAN RIDGE
                         ---------------------
     BANK OF BOSTON
     --------------
          FCI:
          ----
          MORTGAGE  -   dated July  14, 1983 from  Fairfield
          --------
          Ocean Ridge, Inc.,  predecessor to FCI (Mortgagor)
          to The  First National Bank of  Boston (Mortgagee)
          recorded on August 8, 1983 in Book 235 at Page 160
          in the  Office of the  Clerk of Court  of Colleton
          County,  South Carolina,  as amended from  time to
          time.

               The  above  referenced   Mortgage  has   been
          amended  and restated  pursuant  to the  following
          amendment:

          AMENDED  and RESTATED MORTGAGE  - dated August 25,
          ------------------------------
          1992,  effective  as  of  September  1,  1992  and
          recorded on September 3, 1992 in M.R.E. Book  504,
          Page 283 in Colleton County, as amended from  time
          to time.
                      ---------------------------


          FAC:
          ----
          MORTGAGE   -   dated July 15,  1983 from Fairfield
          --------
          Acceptance  Corporation,  Inc. (Mortgagor)  to The
          First National Bank of Boston (Mortgagee) recorded
          on August 8, 1983  in Book 235 at Page 184  in the
          Office of  the Clerk of Court  of Colleton County,
          South Carolina, as amended from time to time.

               The  above  referenced   Mortgage  has   been
          amended  and restated  pursuant  to the  following
          amendment:

          AMENDED  and RESTATED MORTGAGE  - dated August 28,
          ------------------------------
          1992 and recorded on September 25, 1992, in M.R.E.
          Book 507, Page 105 in Colleton County, as  amended
          from time to time.

                      ---------------------------

                           FAIRFIELD BRANSON
                           -----------------
          BANK OF BOSTON
          --------------
          FCI:
          ---
          DEED  OF TRUST    -   dated  April 9,  1993,  from
          --------------
          Fairfield  Communities,  Inc. (Mortgagor)  to Clay
          Cantwell (Trustee)  for the  benefit of  The First
          National  Bank of Boston  (Mortgagee) and recorded
          on April 15, 1993, in Book 319, Pages 5038-5081 in
          the Office  of  the  Recorder  for  taney  County,
          Missouri.

          FAC:
          ---
                                 None 


                              SCHEDULE C
                              ----------

                1993-A TRUST LOTS, UNDIVIDED OWNERSHIP
                        INTERESTS AND INTERVALS

                         (Previously Provided)

                         [Information Omitted]






                              SCHEDULE D
                              ----------

                    1995 LOTS, UNDIVIDED OWNERSHIP
                        INTERESTS AND INTERVALS

                        GRANTED ON CLOSING DATE
                (April 10, 1995 - Previously Provided)

                         [Information Omitted]



                              ADDENDUM TO
                              -----------
                              SCHEDULE D
                              ----------

                    1995 LOTS, UNDIVIDED OWNERSHIP
                        INTERESTS AND INTERVALS

                 GRANTED ON EFFECTIVE RESTATEMENT DATE
                         (SEPTEMBER 17, 1996)

                         [Information Omitted]