FOURTH
                    AMENDED AND RESTATED
                  TITLE CLEARING AGREEMENT
                         (COLORADO)


     This  Fourth  Amended   and  Restated  Title   Clearing
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"); Colorado  Land Title Company, a Colorado 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 herein 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 Third  Amended and
Restated  Title Clearing  Agreement  dated as  of March  28,
1995, by  and among  certain of  the  parties hereto,  which
agreement is hereby canceled.

                    W I T N E S S E T H:

     WHEREAS, FCI is engaged in the development of a certain
resort  and recreational project  known as Fairfield Pagosa,
Archuleta County,  Colorado, and  certain other  resorts and
recreational projects  not subject hereto; and  has sold and
continues to  sell subdivided Lots (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 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 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 8,  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 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 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 interest  of the  various parties  hereto as
their interest may appear; 

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

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

     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 either (a) a fixed week or undivided interest in
fee simple  in a lodging unit  or group of lodging  units at
the  Project, or (b) an  undivided leasehold interest in any
lodging  unit   located  at  the  Pagosa   Mountain  Meadows
timeshare regime at the 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  the  recreational/retirement  community
     -------
commonly referred to as  Fairfield Pagosa being developed by
FCI and such  other projects  as the parties  hereto may  by
mutual agreement add to this Agreement.

     Properties means  those Lots  and Intervals located  on
     ----------
the  property described  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 or  Interval at
the Project.

     Sales Contracts  means  those contract  agreements  and
     ---------------
installment  notes,  including promissory  notes  secured by
Mortgages,  heretofore  entered into  and hereinafter  to be
entered  into between  FCI  and various  Purchasers for  the
purchase  of a  Lot  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, L/C Bank,  and Triple-A, 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.

     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.

     2.   Transfer  of  Properties  to  Nominee.    FCI,  by
          -------------------------------------
various  deeds,  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
accept 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
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.

     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  are required  to  be  executed pursuant  to
Sections  11 and 13 hereof.   Nominee may  authorize a third
party, including any  employee of  FCI or FAC,  by power  of
attorney, to execute any instrument required by this Section
3(b).

     (c)  Except to the  extent expressly permitted  herein,
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 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 provision 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 "Document 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.  It
shall not be  the responsibility  of the  Nominee to  ensure
that  FCI  and  FAC  comply  with  the  provisions  of  this
subsection (c).

     (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 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 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 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 and the
1993-A 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 and the
1993-A Trust Lots covered by such certificates and (iii) the
beneficial ownership  of the 1993-A Trust  Intervals 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  Lots and
the  related  Sales  Contracts,  (ii) the  transfer  of  all
beneficial interest in the Triple-A Intervals,  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  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 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 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  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 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 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
and the Triple-A Lots and (iii) the beneficial  ownership of
the Triple-A Intervals 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   the   Purchaser's
obligations and  responsibilities required to  be discharged
as  a condition to deeding, including the payment of all POA
dues and  assessments, FCI  or  FAC, as  applicable, as  the
beneficial owner  of the security interest  in such property
at such time or as servicer for a Secured Party which is the
beneficial owner  of the security interest  in such property
at such time, shall direct 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 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   purchaser  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  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.   POA Voting Rights.  Voting rights in any POA which
          -----------------
may inure to the benefit of the 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
Colorado Land Title Company 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 the Nominee, which action or inaction was
in good  faith  pursuant to  and  in reliance  upon  written
instructions  from such Secured Party  to the 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 the  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
Schedule 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  may  further  instruct  Nominee  that,  with
respect to those Properties, 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  shall  be  mailed  by  first  class  mail,  postage
prepaid, return receipt requested, to the following address:

               Colorado Land Title Company
               970 1/2 Main Avenue, P. O. Box 197
               Durango, Colorado   81301
               Attn:  Rob Ptolemy

     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 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 and the 1993-A
Trust Intervals  for the  benefit of  the purchasers of  the
1993-A Trust  Lots 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 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  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 and  the Triple-A
Intervals  for the benefit of the purchasers of the Triple-A
Lots 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 or the Triple-A Intervals except as
expressly   provided  herein.     The  provisions   of  this
paragraph, however, shall not apply to any Triple-A Lots 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 Colorado.  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  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 Lots or 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 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:  

                 Colorado Land Title Company
                 ---------------------------
Rob Ptolemy
Colorado Land Title Company
970 Main
Durango, Colorado  81301
(303) 247-5464

               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            424 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. 20006
Telecopy:  (212) 755-5462          (202)736-8000
                                   Telecopy:  (202)736-8711


     Notice to  each of the aforementioned  parties shall be
given by the 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 INTENTIONALLY LEFT BLANK]





     DATED as of the date first above written.

                              FAIRFIELD COMMUNITIES, INC.

/s/ Dawn Peoples              BY: /s/ Robert W. Howeth
-------------------------     ------------------------------
Witness                       TITLE: Senior Vice President

                              FAIRFIELD ACCEPTANCE CORPORATION

/s/ Dawn Peoples              BY: /s/ Robert W. Howeth
-------------------------     -------------------------------
Witness                       TITLE: President

                              COLORADO LAND TITLE COMPANY

/s/ Margaret E. Poer          BY:/s/ Robert W. Ptolemy
-------------------------     -------------------------------
Witness                       TITLE:  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: Bonnie McKenzie
-------------------------     --------------------------------
Witness                       TITLE: Trust Operations Manager

                              CAPITAL MARKETS ASSURANCE
                              CORPORATION,
                              as Triple-A Collateral Agent


/s/Dawn Peoples               BY: /s/ Philip Theoharides
------------------------      -------------------------------
Witness                       TITLE: Vice President (CapMac)



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


     Schedule A:         Properties
     Schedule B:         Mortgages
     Schedule C:         1993-A Trust Lots and Intervals
     Schedule D:         Triple-A Intervals and Lots
 



                          SCHEDULE A

                       [TO BE AMENDED]

                    RECORDED SUBDIVISIONS


The following lots, parcels  and tracts are all recorded  in
the  Office  of the  County Clerk  and  Recorder in  and for
Archuleta  County,   Colorado.    Dates  included  with  the
following  legal descriptions represent  the dates  on which
specific plats were recorded.



Lake Pagosa Park
----------------
Lake Pagosa Park consisting of:
     Lots 1  through 39, inclusive  & Tracts A,  B and  C of Block 1
     1 parcel consisting of Block 2
     Lots 1 through 16, inclusive and Tract A of Block 3
     Lots 1 through 6, inclusive of Block 4
     Lots 1 through 41 of Block 5
     Lots 1 through 23, inclusive of Block 6
     Lots 1 through 24, inclusive of Block 7
     Lots 1 through 25, inclusive of Block 8
     Lots 1 through 29, inclusive of Block 9
     Lots 1 through 9, inclusive of Block 10
     Lots 1 through 46, inclusive of Block 11
     Lots 1 through 71, inclusive of Block 12
     Lots 1 through 76, inclusive of Block 13
     Lots 1 through 48, inclusive of Block 14
     Lots 1 through 43, inclusive of Block 15
     Lots 1 through 21, inclusive and Tract A of Block 16
     Lots 1 through 18, inclusive of Block 17
     Lots 8 through 13, inclusive of Block 18
     Lots 1 through 35, inclusive of Block 19
     Lots 1 through 24, inclusive of Block 20
     Lots 1 through 15, inclusive of Block 21

Plat recorded in Archuleta County, Colorado, March 13, 1970;
Reception No. 72998 thru 73013, Plat File #71-86.  (Total of
614 Lots, 5 Tracts) 


Pagosa In The Pines
-------------------
Pagosa In the Pines consisting of:
     Lots 1 through 10, inclusive and Tract A of Block 1
     Lots 1 through 24, inclusive of Block 2
     Lots 1 through 30, inclusive of Block 3
     Lots 1 through 38, inclusive of Block 4
     Lots 1 through 17, inclusive of Block 5
     Lots 1 through 28, inclusive of Block 6
     Lots 1 through 16, inclusive of Block 7
     Lots 1 through 21, inclusive of Block 8
     Lots 1 through 34, inclusive, and Tract A of Block 9
     Lots 1 through 14, inclusive of Block 10
     Lots 1 through 61, inclusive of Block 11
     Lots 1 through 6, inclusive of Block 12
     Lots 1 through 61, inclusive of Block 13
     Lots 1 through 30, inclusive of Block 14
     Lots 1 through 10, inclusive of Block 15
     Lots 1 through 21, inclusive of Block 16

Plat recorded in Archuleta County, Colorado, March 13, 1970;
Reception No. 73014 thru  73027, Plat File #87-100.   (Total
of 421 Lots, 2 Tracts)


Pagosa In The Pines Unit Two
----------------------------
Pagosa  In the Pines Unit  Two consisting of  Lots 1 through
384, inclusive.

Plat  recorded in  Archuleta County,  Colorado, February  4,
1972;  Reception No. 75408, Plat  File #138 A-E.   (Total of
384 Lots)


Pagosa Vista
------------
Pagosa Vista consisting of Lots 1 through 658, inclusive.

Plat recorded in  Archuleta County, Colorado, September  13,
1971;  Reception No. 74884, Plat  File #131 A-K.   (Total of
658 Lots)


Pagosa Meadows
--------------
Pagosa Meadows consisting of Lots 1 through 106, inclusive.

Plat recorded  in Archuleta County, Colorado,  June 1, 1970;
Reception No. 73220, Plat file #102.  (Total of 106 Lots)


Pagosa Meadows - Unit Two
-------------------------
Pagosa Meadows  Unit Two consisting  of Lots 1  through 116,
inclusive.

Plat recorded in Archuleta  County, Colorado, September  13,
1971;  Reception No. 74883, Plat  file #130.   (Total of 116
Lots)


Pagosa Meadows - Unit Three
---------------------------
Pagosa Meadows Unit Three consisting of  Lots 1 through 122,
inclusive, and 4 Tracts.

Plat recorded  in Archuleta County, Colorado,  May 23, 1972;
Reception No. 75834, Plat File #141 A-D.  (Total of 122 Lots
and 4 Tracts)


Pagosa Meadows - Unit Four
--------------------------
Pagosa  Meadows Unit Four consisting of  Lots 1 through 329,
inclusive.

Plat recorded  in Archuleta County, Colorado,  June 4, 1973;
Reception  No. 77867,  Plat File  #153 A-H.   (Total  of 329
Lots)
          Replat    184       84139     10-9-75
          Replat    188       85910     8-4-76


Chris Mountain Village
----------------------
Chris Mountain  Village consisting  of Lots 1  through 1747,
inclusive.

Plat recorded  in Archuleta County, Colorado,  June 6, 1972;
Reception  No. 75934, Plat File  #142 A-22.   (Total of 1747
Lots)


Chris Mountain Village Unit Two
-------------------------------
Chris Mountain Village Unit Two consisting of Lots 1 through
413, inclusive.

Plat recorded  in Archuleta County, Colorado,  June 4, 1973;
Reception  No. 77868,  Plat File  #154 A-F.   (Total  of 413
Lots)


Pagosa Highlands Estates
------------------------
Pagosa Highlands  Estates consisting of Lots  1 through 795,
inclusive.

Plat recorded  in Archuleta  County, Colorado, February  24,
1972;  Reception No. 75409, Plat  File #139 A-G.   (Total of
795 Lots)


Lake Forest Estates
-------------------
Lake  Forest  Estates  consisting  of Lots  1  through  612,
inclusive.

Plat recorded  in Archuleta County, Colorado,  June 4, 1973;
Reception  No. 77869,  Plat File  #155 A-6.   (Total  of 612
Lots)


Pagosa Alpha
------------
Pagosa Alpha  consisting of portions  of Section 15,  21, 22
and 23, Township 35 North, Range 2 West.

                    22 parcels in Section 15
                    36 parcels in Section 21
                    62 parcels in Section 22
                    45 parcels in Section 23

Plat recorded in Archuleta  County, Colorado, June 13, 1969;
Reception  No. 72213, Plat File #63.  (Total of 165 parcels)
And  replat of  Pagosa Alpha  recorded  July 17,  1978 under
Reception No.  91872 in  the Clerk  and Recorders Office  of
Archuleta County, Colorado.


Pagosa Village Service Commercial
---------------------------------
Pagosa  Village  Service  Commercial  consisting of  Lots  2
through 49, inclusive.

Plat recorded in Archuleta County, Colorado, August 7, 1975;
Reception No. 83662, Plat File #178.  (Total of 48 Lots)


Pagosa In The Pines Annex
-------------------------
Pagosa  In The Pines Annex consisting of Lots 11 through 17,
inclusive.

Plat recorded  in Archuleta County, Colorado,  June 4, 1973;
Reception No. 77864, Plat File #151.  (Total of 7 Lots)

Pagosa Meadows Annex
--------------------
Pagosa Meadows Annex consisting of Lots 107, 108 and 109.

Plat recorded  in Archuleta County, Colorado,  June 4, 1973;
Reception No. 77866, Plat File #152.  (Total of 3 Lots)


Pagosa Trails
-------------
Pagosa Trails consisting of Lots 1 through 502, inclusive.

Plat recorded  in Archuleta County,  Colorado, September 13,
1971;  Reception No. 74885, Plat File #13A-1.  (Total of 502
Lots)
                    Replat 236     105244


Lake Hatcher Park
-----------------
Lake  Hatcher  Park  consisting   of  Lots  1  through  293,
inclusive and 5 Tracts.

Plat  recorded in  Archuleta County,  Colorado,  November 5,
1973;  Reception No. 78738, Plat  File #160 A-C.   (Total of
293 Lots and 5 Tracts)


Twincreek Village
-----------------
Twincreek Village consisting of Lots 431 through 825 and 854
through 1017, inclusive.

Plat  recorded in  Archuleta  County, Colorado,  November 5,
1973;  Reception No. 78739, Plat  File #161 A-Q.   (Total of
559 Lots)


Martinez Mountain Estates
-------------------------
Martinez Mountain Estates consisting  of Lots 1 through 136,
inclusive.

Plat  recorded  in Archuleta  County, Colorado,  November 8,
1978;  Reception No. 93208, Plat  File #205 A-E.   (Total of
136 Lots)


Lakewood Village
----------------
Lakewood Village consisting of Lots 1 through 325, inclusive
and 1 Tract.

Plat recorded in Archuleta County, Colorado, April 30, 1979;
Reception No. 94867, Plat File #209 A-F.  (Total of 325 Lots
and 1 Tract)


Lakeview Estates
----------------
Lakeview Estates consisting of Lots 1 through 118, inclusive
and 1 Tract.

Plat recorded in Archuleta County, Colorado, April 30, 1979;
Reception No. 94868, Plat File #210 A-B.  (Total of 118 Lots
and 1 Tract)


Martinez Mountain Estates Unit Two
----------------------------------
Martinez  Mountain Estates  Unit  Two consisting  of Lots  1
through 78, inclusive and 1 Tract.

Plat recorded in Archuleta County, Colorado, March 31, 1980;
Reception No. 99072, Plat File #218 A-D.   (Total of 78 Lots
and 1 Tract)


The Ranch Community
-------------------
The  Ranch  Community  consisting  of  Lots  1  through  90,
inclusive.

Plat recorded  in Archuleta County, Colorado,  May 29, 1981;
Reception  No. 104681,  Plat File  #234 A-D.   (Total  of 90
Lots)    Replat  recorded  in  Archuleta  County,  Colorado,
September 30, 1982; Reception No.  112863, Plat File #234 E.
(Replat of Lots 1 through 19 and 75 through 90)


North Village Lake
------------------
North  Village  Lake  consisting  of  Lots  1  through  159,
inclusive.

Plat recorded in Archuleta County, Colorado, March 16, 1982;
Reception No. 109817,  Plat File  #248 A-D.   (Total of  159
Lots).    Correction  plat  recorded  in  Archuleta  County,
Colorado, September 30,  1982,  Reception No.  112864,  Plat

File #248 A-1 - #248 C-1.  Affidavit of Correction for North
Village Lake recorded April 4, 1983 in Book 197 at Page 366,
in the office of the Clerk and Recorder of Archuleta County,
Colorado.


Mallard Point Estates
---------------------
Mallard Point Estates consisting of Lots 5, 6, 7, 8, 11, 12,
13, 14, 16, 17, 18 and 21.

Plat recorded in  Archuleta County,  Colorado, November  27,
1985; Reception No. 135554.  (Total of 12 Lots)]


PROVIDED  HOWEVER, there is hereby  excepted from and out of
the  lots, parcels  and tracts  set forth  in the  preceding
Schedule  "A" all lots,  parcels and tracts  which have been
deeded by Fairfield-Pagosa,  Inc. or  its predecessors  unto
third party  purchasers and duly  recorded in the  Office of
the  Clerk  and  Recorder   in  and  for  Archuleta  County,
Colorado.


                 RECORDED TIMESHARE REGIMES

     The following timeshare regimes are all recorded in the
Office of the County Clerk and Recorder in and for Archuleta
County, Colorado.   Dates included with  the following legal
descriptions  represent the  dates  on which  specific plats
were recorded.


Eagle's Loft (Phase I)
----------------------
     That  property on which  is located Phase  I of Eagle's
Loft  as recorded in Reception  No. 117699 in  the Office of
the County Clerk and  Recorder in and for Archuleta  County,
Colorado, and  as further  described in that  Declaration of
Individual   and/or  Interval  Ownership  for  Eagle's  Loft
recorded on July 29, 1983, in Book 200, page  834, Reception
No. 117700, in the  Office of the County Clerk  and Recorder
in and for Archuleta County, Colorado.

     The above  described property  has located upon  it the
following  numbered pedestal units (Buildings):  Buildings 1
- 7, inclusive.

     The  above  described  property  is  more  particularly
described as follows:

      A portion of Parcel 3A, of the "Second Replat of SOUTH
VILLAGE  LAKE", recorded  as reception  # 111806,  plat file
#238 H-L,  as amended  by Affidavit of  Correction, recorded
January 18,  1983,  at Reception  No.  114579, of  Archuleta
County  Records in  Archuleta County,  Colorado and  is more
particularly described as follow:

     BEGINNING at  the southerly most corner  of said Parcel
3A;  thence N 43 02'13"  W, along the  southwesterly line of
said  Parcel 3A, a distance of 90.00 feet; thence N 2 27'47"
E, along the westerly line of said Parcel 3A,  a distance of
450.00 feet; thence S 65 48'44" E, a distance of 264.27 feet
to  a point  on an easterly  line of said  Parcel 3A; thence
southerly  along the following  easterly and southerly lines
of said Parcel 3A;

     S 10 30'32"  W, a  distance of  65.39 feet  to the
     P.C. of  a curve in a  southerly direction; thence
     along said  curve, concave  to the east,  having a
     central angle of 23 04'56"  and a radius of 413.32
     feet,   a  distance  of   166.51  feet;  thence  S
     46 57'47", along a non-tangent line, a distance of
     260.00 feet to the TRUE POINT OF BEGINNING.

     Parcel contains 2.1420 acres more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC. OR  FAIRFIELD COMMUNITIES,  INC.,
ITS SUCCESSOR  CORPORATION, UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Eagle's Loft (Phase II)
----------------------
     That property  on which is located  Eagle's Loft (Phase
II)  as recorded under Reception No. 119118 in the Office of
the County Clerk and  Recorder in and for  Archuleta County,
Colorado,  and  shall  be  subject to  that  Declaration  of
Individual  and/or  Interval  Ownership  for   Eagle's  Loft
recorded on July 29,  1983, in Book 200, page 834, Reception
No. 117700,  and further subject to  that First Supplemental
Declaration  of  Individual  and/or  Interval  Ownership for
Eagle's Loft recorded on October 7, 1983, in Book 203,  Page
564, Reception No. 119119,  all in the Office of  the County
Clerk and Recorder in and for Archuleta County, Colorado.

     The above  described property  has located upon  it the
following pedestal units (Buildings): 

     Buildings 8-14, inclusive.

     The  above  described  property  is  more  particularly
described as follows:

      A portion of Parcel 3A, of the "Second Replat of SOUTH
VILLAGE  LAKE", recorded  as reception  # 111806,  plat file
#238 H-L,  as amended  by Affidavit of  Correction, recorded
January 18,  1983, at  Reception  No. 114579,  of  Archuleta
County  Records in  Archuleta County,  Colorado and  is more
particularly described as follow:

     BEGINNING at  the northerly most corner  of said Parcel
3A; thence S  43 38'41" E,  along a northerly  line of  said
Parcel 3A,  a distance  of 307.46  feet to  a P.O.C.  of the
curved Right-of-Way of Popoa Circle; thence along said curve
in a  southerly direction, said  curve being concave  to the
east, having  a  central angle  of  35 50'51", a  radius  of
205.00 feet and  a Local Tangent Bearing of S 46 21'23" W, a
distance of 128.26 feet; thence N 65 48'44" W, a distance of
264.27  feet; thence N 18 32'13" W, along a westerly line of
said  Parcel  3A,  a  distance  of  185.00  feet;  thence  N
71 23'08" E, along  a northerly  line of said  Parcel 3A,  a
distance of 155.91 feet to the TRUE POINT OF BEGINNING.

     Parcel contains 1.469 acres more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Eagle's Loft (Phase III)
-----------------------
     That property  on which is located  Eagle's Loft (Phase
III) as recorded under Reception No. 130203 in the Office of
the  County Clerk and Recorder in  and for Archuleta County,
Colorado,  and  shall  be  subject to  that  Declaration  of
Individual   and/or  Interval  Ownership  for  Eagle's  Loft
recorded on July 29, 1983, in  Book 200, page 834, Reception
No. 117700, and further  subject to that Second Supplemental
Declaration  of Individual  and/or  Interval  Ownership  for
Eagle's Loft  recorded on May 30, 1984,  under Reception No.
123459,  as  amended  by  that  First  Amendment  to  Second
Supplemental  Declaration  of  Individual   and/or  Interval
Ownership  for  Eagle's  Loft  recorded  on  July 13,  1984,
Reception  No. 124494, all in the Office of the County Clerk
and Recorder in and for Archuleta County, Colorado.

     The above  described property  has located upon  it the
following pedestal units (Buildings): 

     Buildings 15-38, inclusive.

     Said property formerly being described as Eagle's  Loft
(Phase  III), Buildings  15-36, as  per plat  recorded under
Reception  No. 123458, in the Office of the County Clerk and
Recorder in and for Archuleta County, Colorado.

     The  above  described  property  is  more  particularly
described as follows:

     Parcel  2-A  of the  "SECOND  REPLAT  OF SOUTH  VILLAGE
LAKE", recorded as Reception No.  111806, Plat File #238,  H
through L,  as amended by Affidavit  of Correction, recorded
January 18, 1983,  at Reception No. 114579, in the Clerk and
Recorder's Office of Archuleta  County, Colorado and is more
particularly described as follows:

     BEGINNING  at the  corner  common to  said Parcel  2-A,
Tract  E, and the southerly  Right-of-Way of Davis Cup Drive
of said plat;  thence S  37 43'00" W, a  distance of  241.29
feet, thence  N  85 55'59F" W,  a distance  of 412.95  feet;
thence  N 19 12'02" W, a  distance of 200.00  feet; thence N
50 18'14" W, a distance  of 153.78 feet; thence N  36 38'47"
W,  a distance  of  140.00 feet;  thence  N 62 21'13"  E,  a
distance of 266.96 feet; thence S 68 33'37" E, a distance of
503.92  feet to  the P.O.C.  of a  curve in  a southeasterly
direction;  thence  along   said  curve,   concave  to   the
northeast, having a central angle of 111 43'25", a radius of
130.00 feet  and a Local Tangent Bearing of S 21 26'21" W, a
distance of 253.50 feet to the TRUE POINT OF BEGINNING.

     Parcel contains 6.116 acres more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR  CORPORATION, UNTO THIRD  PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Eagle's Loft (Phase IV)
----------------------

     That property  on which is located  Eagle's Loft (Phase
IV)  as recorded under Reception No. 132402 in the Office of
the County Clerk  and Recorder in and  for Archuleta County,
Colorado,  and  shall  be  subject to  that  Declaration  of
Individual  and/or  Interval   Ownership  for  Eagle's  Loft
recorded  on July 29, 1983, in Book 200, page 834, Reception
No. 117700,  and further subject to  that Third Supplemental
Declaration  of  Individual  and/or Interval  Ownership  for
Eagle's Loft recorded on  July 10, 1985, under Reception No.
132403, all in the  Office of the County Clerk  and Recorder
in and for Archuleta County, Colorado.

     The above  described property  has located upon  it the
following pedestal units (Buildings): 

     Buildings 39-56, inclusive.

     The  above  described  property  is  more  particularly
described as follows:

     Parcel  3-B  of the  "SECOND  REPLAT  OF SOUTH  VILLAGE
LAKE", recorded as Reception  No. 111806, Plat File  #238, H
through  L, in the Clerk and  Recorder's Office of Archuleta
County,  Colorado, and  is  more  particularly described  as
follows:

     BEGINNING at  the southerly most corner  of said Parcel
3-B, which is also the corner common to the Right  of Way of
Papoa Circle and parcel 3-A of said plat; thence N 43 38'41"
W,  a distance  of  307.46 feet;  thence  S 71 23'08"  W,  a
distance  of 155.91 feet; thence N 5 48'02" E, a distance of
190.33  feet; thence  N  30 03'26" E,  a distance  of 240.00
feet; thence  S  33 26'34" E,  a  distance of  145.00  feet,
thence  S 73 26'34" E, a  distance of 180.00  feet, thence S
38 26'34" E,  a distance of  180.00 feet to  the P. C.  of a
curve  in an  easterly  direction; thence  along said  curve
concave to  the north, having a central  angle of 116 29'55"
and  a  radius of  70.00 feet,  a  distance of  142.33 feet;
thence S 64 56'34" E, along  a non-tangent line, a distance
of 120.00 feet, thence  S 24 42'50" W, a distance  of 186.82
feet to a  P.O.C. of a curve in a westerly direction; thence
along  said curve  concave to  the  south, having  a central
angle of 32 17'00",  a radius  of 255.00 feet,  and a  Local
Tangent  Bearing of N 68 45'38" W, a distance of 143.68 feet
to the P.T. of the curve; thence S 78 57'22", a distance  of
50.17  feet  to  the P.C.  of  a  curve  in a  southwesterly
direction; thence along said curve concave to the southeast,
having a central angle  of 32 36'00" and a radius  of 205.00
feet,  a  distance  of 116.64  feet  to  the  TRUE POINT  OF
BEGINNING.

     Parcel contains 4.317 acres more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD COMMUNITIES,  INC.,
ITS  SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.

Elk  Run Townhouses, Parcels J and  K of the Third Replat of
-----------------------------------------------------------
South Village Lake
------------------

     That property which is  described as Elk Run Townhouses
as recorded in Plat File No. 317 under Reception No. 140480,
in the Office of the County Clerk and Recorder for Archuleta
County,  Colorado,  and  subject   to  that  Declaration  of
Protective  Covenants  and Interval  Ownership  for Elk  Run
Townhouses  recorded  June 26,  1986,  under  Reception  No.
140481, in the Office  of the County Clerk and  Recorder for
Archuleta County, Colorado ("Declaration").

     The above  described property has located  upon it four
(4) buildings, with each  building containing four (4) units
and numbered as follows:

     Building No. 1 - Units 7101-7104, inclusive
     Building No. 2 - Units 7105-7108, inclusive
     Building No. 3 - Units 7109-7112, inclusive
     Building No. 4 - Units 7113-7116, inclusive


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY  FAIRFIELD PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR  CORPORATION, UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Elk Run Townhouses, Parcels J and  K of the Third Replat  of
-----------------------------------------------------------
South Village Lake
------------------
     That property which is  described as Elk Run Townhouses
as  recorded  in  Plat  File  No.  323 under  Reception  No.
0151975,  in the Office of the County Clerk and Recorder for
Archuleta  County,  Colorado,  and  subject to  that  Second
Amendment   to  Declaration  of   Protective  Covenants  and
Interval   Ownership   for  Elk   Run   Townhouses  recorded
December 1, 1987, under Reception No. 0151976, in the Office
of  the  County Clerk  and  Recorder  for Archuleta  County,
Colorado ("Declaration").

     The above  described property  has located upon  it one
(1)  building, which contains two (2)  units and numbered as
follows:

     Building No. 5 - Units 7117-7118


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD COMMUNITIES,  INC.,
ITS  SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Masters Place Condominiums, Phase I, Building 2:
-----------------------------------------------
     That property on which will be located one, three-story
building  described  as  Building   2  containing  12  units
designated, respectively,  as Units 7309,  7310, 7311, 7312,
7313, 7314,  7315,  7316, 7317,  7318,  7319, and  7320  and
further subjected to that certain Declaration of Condominium
for Masters  Place Condominiums which will  be recorded with
the  Office of the  County Clerk and  Recorder for Archuleta
County, Colorado, at  such time as  the final as-built  plat
has been recorded.   Said property being presently described
as follows:

A portion of Parcel  C, Third Replat of South  Village Lake,
Recorded   as  Reception   No.  139304,   Archuleta  County,
Colorado, being  more particularly described as follows, to-
wit:

Beginning  at the  most southerly corner  of said  Parcel C,
thence  N.41 56'19"W.,   221.00  feet  distant,   along  the
southwesterly boundary of  said Parcel C, to  the true point
of  beginning;  thence N.41 56'19"W.,  106.50  feet distant,
continuing along the southwesterly  boundary of said  Parcel
C;  thence along  a 560.41  feet radius  curve to  the left,
144.31  feet   distant,  the  long  chord   of  which  bears
N.49 18'56" W.,  143.91 feet distant;  thence N.36 12'13"E.,
131.28 feet distant to a point on the northeasterly boundary
of said Parcel C; thence along a 681.47 feet radius curve to
the right,  171.45 feet  distant, the  long  chord of  which
bears  S. 49   00' 55"  E., 171.00  feet distant,  along the
northeasterly    boundary   of   said   Parcel   C;   thence
S.41 48'28"E.,  106.80 feet  distant,  continuing along  the
northeasterly   boundary   of   said   Parcel    C;   thence
S.48 11'32"W.,  130.83 feet  distant  to the  true point  of
beginning, containing 0.80 acres, more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY  FAIRFIELD PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR  CORPORATION, UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Master Place, Phase II
----------------------
A parcel of  land being a portion of Parcel  C, Third Replat
of South Village  Lake, Section 17, Township 35 North, Range
2 West, Recorded as  Reception No. 139304, Archuleta County,
Colorado,  being more particularly described as follows, to-
wit:

Beginning at  the most  southerly corner  of said  Parcel C;
thence N. 41  56'  19" W.,  221.00 feet  distant, along  the
southwesterly boundary  of said Parcel C;  thence N. 48 11'
32"  E., 130.83 feet distant to a point on the northeasterly
boundary of said Parcel  C; thence S. 41 48" 28"  E., 85.40
feet  distant,  along  the  northeasterly boundary  of  said
Parcel  C; thence S.  41 43' 53"  E., 135.41  feet distant;
continuing  along the northeasterly  boundary of said Parcel
C; thence S. 48  06' 37" W., 130.14 feet distant, along the
southeasterly boundary  of said  Parcel C,  to the  point of
beginning, containing 0.66 acres, more or less.

The above property is described as Masters Place Phase II as
recorded in Plat  File No. 339A-C under Reception No. 177633
in the Office of the County Clerk and Recorder for Archuleta
County, Colorado  and is subject to  that First Supplemental
to  Declaration of  Condominium  and Interval  Ownership for
Masters  Place Condominiums  Phase  II recorded  February 7,
1991, Reception No. 177634, Book 322, Page 73, in the Office
of  the  County Clerk  and  Recorder  for Archuleta  County,
Colorado.

The  above  described  property  has  located  upon  it  one
building  described as  Building  1, containing  eight units
designated, respectively,  as Units 7301, 7302,  7303, 7304,
7305, 7306, 7307 and 7308.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC. OR  FAIRFIELD COMMUNITIES,  INC.,
ITS SUCCESSOR  CORPORATION, UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Mountain Meadows (Phase One)
----------------------------
     That property  on which  is located Mountain  Meadows -
Phase One as recorded  in Plat File No. 307  under Reception
No. 137131, in the  Office of the County Clerk  and Recorder
for Archuleta County, Colorado, and shall be subject to that
Declaration  of  Interval  Ownership  for  Mountain  Meadows
recorded January 21,  1986, under  Reception No. 137132,  in
the Office  of the County  Clerk and Recorder  for Archuleta
County, Colorado ("Declaration").

     The above  described property  has located upon  it one
(1) Building,  described and  defined in the  Declaration as
"Building One"; which Building contains  four (4) timeshared
Townhouse Units, defined in  and subject to the Declaration,
identified, respectively as Unit 7609, 7610, 7611, and 7612.

     The property  upon which  Building One and  Units 7609,
7610,  7611  and  7612  are  located  is  more  particularly
described as follows:

     A  part of Parcel 4  of Second Replat  of South Village
     Lake,  subdivision plat  recorded  on  August 3,  1982,
     Reception No.  111806, located in Sections  16, 17, 19,
     and  20, Township  35 North,  Range 2  West of  the New
     Mexico Principal Meridian, Archuleta  County, Colorado,
     and more particularly described as follows:

     Commencing at the most  southerly corner of said Parcel
     4, said corner being a P.O.C. on the northerly Right of
     Way of Lake Side Drive, thence along said Right of Way,
     along  a  curve  in  a  northwesterly  direction, being
     concave to the left, having a radius of 640 feet, and a
     central angle  of 6 07'38",  a distance of  68.44 feet;
     thence  N  9 06'11"  E  along  a  non-tangent  line,  a
     distance  of  232.32  feet;  thence N  40 15'00"  W,  a
     distance  of  76.00  feet;  thence  N  49 45'00"  E,  a
     distance  of  62.00  feet;  thence  N  11 30'00"  W,  a
     distance of 33.00 feet to  the TRUE POINT OF BEGINNING;
     thence N 41 44'35" W a distance of 60.29 feet; thence N
     30 00'00"  W  a  distance  of  150.00  feet;  thence  N
     63 00'00"  E a distance of  137.00 feet to  a corner of
     said parcel 4; thence S 72 00'00" E a distance of 90.00
     feet; thence S 11 30'00"  E a distance of  114.00 feet;
     thence S 49 45'00" W  a distance of 151.00 feet  to the
     TRUE POINT OF BEGINNING.

     Parcel contains 0.7567 acres more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD COMMUNITIES,  INC.,
ITS  SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Ptarmigan Townhouses, Parcel 3 of  the Third Replat of South
------------------------------------------------------------
Village Lake
------------
     That  property  which  is  described  as  Parcel "E"  -
Ptarmigan Townhouses  as recorded  in Plat  Sheet No. 324  &
324A under Reception No. 153256, in the Office of the County
Clerk  and  Recorder  of  Archuleta  County,  Colorado,  and
subject  to  that Declaration  of  Protective  Covenants and
Interval Ownership for Ptarmigan  Townhouses ("Declaration")
recorded  February 4, 1988, under  Reception No. 153260, and
re-recorded   on  February 18,  1988,  under  Reception  No.
153557, in the Office  of the County Clerk and  Recorder for
Archuleta County, Colorado.

     The above  described property has located  upon it four
(4) buildings,  with each building containing  two (2) units
numbered as follows:

               Building No. 1 - Units 7201 and 7202;
               Building No. 2 - Units 7203 and 7204;
               Building No. 3 - Units 7205 and 7206;
               Building No. 4 - Units 7207 and 7208.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Ptarmigan Townhouses, Phase II, a Portion of Parcel E of the
------------------------------------------------------------
Third Replat of South Village Lake, Buildings 5, 6, 7 and 8
-----------------------------------------------------------
     That property  on which will  be located four  (4) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 5,  Units 7209 and 7210; Building  No. 6, Units 7211 and
7212;  Building No. 7, Units 7213 and 7214; and Building No.
8, Units 7215 and 7216 as per plat recorded on June 7, 1988,
in Plat Sheet  No. 325  under Reception No.  156199, in  the
Office  of  the  County  Clerk and  Recorder  for  Archuleta
County,  Colorado,  and   subject  to  that   certain  First
Supplemental  Declaration  to  Supplemental  Declaration  of
Protective  Covenants and  Interval Ownership  for Ptarmigan
Townhouses recorded  on  June 7, 1988,  under Reception  No.
156200, in the Office  of the County Clerk and  Recorder for
Archuleta County, Colorado.

THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD COMMUNITIES,  INC.,
ITS  SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Ptarmigan Townhouses, Phase  III, a Portion  of Parcel E  of
-----------------------------------------------------------
the  Third Replat of South Village Lake, Buildings 9, 10 and
------------------------------------------------------------
11
--
     That  property on which will be  located three (3) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 9, Units 7217 and 7218;  Building No. 10, Units 7219 and
7220; and Building No. 11,  Units 7221 and 7222 as per  plat
recorded  on June 7,  1988,  in  Plat  Sheet No.  326  under
Reception  No. 156202, in the Office of the County Clerk and
Recorder for Archuleta County, Colorado, and subject to that
certain  Second  Supplemental  Declaration  to  Supplemental
Declaration of  Protective Covenants and  Interval Ownership
for  Ptarmigan  Townhouses recorded  on June 7,  1988, under
Reception  No. 156203, in the Office of the County Clerk and
Recorder for Archuleta County, Colorado.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD PAGOSA,  INC. OR  FAIRFIELD COMMUNITIES,  INC.,
ITS SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS  AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Ptarmigan Townhouses, Phase IV, a Portion of Parcel D of the
------------------------------------------------------------
Third Replat of South Village Lake, Buildings 12, 13 and 14
-----------------------------------------------------------

     That property on which  will be located three  (3) one-
story buildings containing two (2) one-level townhouse units
per building which are designated, respectively, as Building
No. 12, Units 7223 and 7224; Building No. 13, Units 7225 and
7226; and Building No. 14,  Units 7227 and 7228 as  per plat
recorded  on November 3,  1988, in  Plat Map  No. 327  under
Reception  No. 159241, in the Office of the County Clerk and
Recorder for Archuleta County, Colorado, and further subject
to   that   certain   Third   Supplemental   Declaration  to
Supplemental   Declaration   of  Protective   Covenants  and
Interval  Ownership  for  Ptarmigan Townhouses  recorded  on
November 2, 1988, under Reception No. 159242, in Record Book
233,  Page 171  and rerecorded  on November 21,  1988, under
Reception No. 0159517 in  Record Book 234, Page 283,  in the
Office  of  the  County  Clerk and  Recorder  for  Archuleta
County, Colorado.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY  FAIRFIELD PAGOSA,  INC. OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY PURCHASERS  AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Ptarmigan Phase V
------------------
     A parcel  of land  being a  portion of  Parcel D, Third
Replat of  South Village Lake, recorded  under Reception No.
139304, Plat File 314 A-C, in the Office of the County Clerk
and Recorder, Archuleta County,  Colorado, said parcel being
more particularly described as follows, to-wit:

     Beginning at  the most  southerly  corner of  said
     Parcel D,  whence the northeast  section corner of
     Section  17, T. 35 N., R. 2N., N.M.P.M., Archuleta
     County, Colorado, bears N. 6  51' 27"  E., 3951.44
     feet;

     Thence N.  68 17' 00" W., 280.00 feet to the TRUE
     POINT OF BEGINNING;

     Thence  N. 68 17'  00" W.,  29.55 feet  along the
     southwesterly boundary of said Parcel D, to  a 1/2
     inch diameter rebar with  plastic cap set by Davis
     Engineering Service, Inc.;

     Thence  continuing  along  the said  southwesterly
     boundary 155.01  feet along  a curve to  the right
     having a radius of 645.00  feet, the long chord of
     which bears N.  61 22' 47" W.,  154.64 feet to  a
     1/2 inch  diameter rebar  with plastic cap  set by
     Davis Engineering Service, Inc.;

     Thence  N. 54 30'  27"  W.,  1.34 feet,  continue
     along the said southwesterly boundary;

     Thence N. 62 52' 58"  E., 236.55 feet to  a point
     on the northeasterly boundary of said Parcel D;

     Thence  S. 63 29'  49" E.,  28.01 feet  along the
     said northeasterly boundary;

     Thence S. 21 29' 51" W., 194.65 feet to the  TRUE
     POINT OF BEGINNING, containing 0.48 acres, more or
     less.

     The above property is described as Ptarmigan Phase V as
recorded in Plat File No. 341, under Reception No. 179510 in
the Office of  the County Clerk  and Recorder for  Archuleta
County, Colorado and is  subject to that Fourth Supplemental
Declaration  to  Declaration  of  Protective  Covenants  and
Interval Ownership for Ptarmigan Townhouses recorded May 22,
1991, Reception No. 179511, Book 331, Page 164 in the Office
of  the  County Clerk  and  Recorder  for Archuleta  County,
Colorado.

     The above  described property  has located upon  it one
building  described  as Building  15,  containing two  units
designated, respectively, as Units 7229 and 7230.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Village Pointe Condominiums, Phase 1, Buildings 1 and 2
-------------------------------------------------------

     That property  on which  will be  located two  (2) two-
story buildings containing  four units  per building,  which
are  designated, respectively,  as Building  1,  Units 7501,
7502, 7503 and 7504; and Building 2, Units 7505, 7506, 7507,
and  7508 and which are  subject to that certain Declaration
of  Condominium and  Interval  Ownership for  Village Pointe
Condominiums which will be recorded  with the Office of  the
County Clerk and Recorder for Archuleta County, Colorado, at
such time  as the  final as-built  plat  has been  recorded.
Said property is presently being described as follows:

     A  parcel of  land  being a  portion of  Parcel B,
     Third Replat  of South Village  Lake, recorded  as
     Reception No. 130304, in  the Office of the County
     Clerk  and  Recorder, Archuleta  County, Colorado,
     said  parcel being more  particularly described as
     follows, to-wit:

     Beginning  at the  most northerly  corner  of said
     Parcel B, whence the  northeast section corner  of
     Section 1, T. 35 N.,  R. 2 W., N.M.P.M., Archuleta
     County, Colorado, bears N. 30 21' 21" E., 3373.86
     feet  distant; thence  S. 20 07'  58" E.,  263.04
     feet distant  to  the  TRUE  POINT  OF  BEGINNING;
     thence  S.  08 07' 30"  E.,  140.00  feet distant
     along  the easterly  boundary  of  said  Parcel B;
     thence  along  the   southerly  boundary  of  said
     Parcel B 137.11 feet distant, being a curve to the
     left  having a  radius  of 180.00  feet, the  long
     chord  of which  bears S.  60 03' 17"  W., 133.81
     feet   distant;   thence   continuing  along   the
     southerly  boundary of  said Parcel B,  S. 38 14'
     04" W., 188.00 feet distant; thence N. 66 09' 11"
     W., 187.62 feet distant; thence N. 54 06' 39" E.,
     100.00  feet distant;  thence N.  17 14' 38"  E.,
     120.00  feet distant;  thence  N. 11 02'  27" W.,
     65.83  feet distant;  thence  N.  82 00' 00"  E.,
     282.88   feet  distant   to  the  TRUE   POINT  OF
     BEGINNING, containing 1.69 acres, more or less.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD  PAGOSA, INC.  OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY  PURCHASERS AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Village Pointe Condominiums, Future Development Property
--------------------------------------------------------
Phase 2 of Village Pointe Condominiums
--------------------------------------

     A parcel  of land being  a portion  of Parcel B,  Third
Replat  of South  Village  Lake, recorded  as Reception  No.
130304,  in the  Office of  the County  Clerk  and Recorder,
Archuleta   County,  Colorado,   said   parcel  being   more
particularly described as follows, to-wit:

     Beginning  at  the most  northerly corner  of said
     Parcel B,  whence the northeast  section corner of
     Section 17, T. 35 N., R. 2 W., N.M.P.M., Archuleta
     County, Colorado bears N.  30 21' 21" E., 3373.86
     feet distant; thence S. 54 29' 04" E., 75.62 feet
     distant along the easterly boundary of said Parcel
     B; thence  continuing along the  easterly boundary
     of said Parcel  B, S. 08 07' 30"  E., 205.10 feet
     distant; thence  S. 82 00'  00"  W., 282.88  feet
     distant;  thence  N. 11 02'  27" W.,  255.68 feet
     distant;  thence S.  88 28' 29"  E.,  167.28 feet
     distant  along  the  northerly  boundary  of  said
     Parcel  B, 85.76  feet distant,  being a  curve to
     left having a radius of 80.00 feet, the long chord
     of  which  bears N.  60  48' 59"  E.,  81.71 feet
     distant,  to the  point  of beginning,  containing
     1.58 acres, more or less.

     The above property is described as Village Pointe Phase
II recorded in Plat File No. 332-332A-E, under Reception No.
171189  in the Office of  the County Clerk  and Recorder for
Archuleta  County,  Colorado and  is  subject  to the  First
Supplemental  Declaration  to   Declaration  of   Protective
Covenants   and  Interval   Ownership  for   Village  Pointe
Condominiums Phase  II recorded  May 3, 1990, Reception  No.
171190,  Book 242,  in the  Office of  the County  Clerk and
Recorder for Archuleta County, Colorado.

     The above  described property  has located upon  it two
buildings described  as Building  3,  containing four  units
designated,  respectively,  as Units  7509,  7510,  7511 and
7512;  and Building  4  containing  four  units  designated,
respectively, as Units 7513, 7514, 7515, 7516.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY FAIRFIELD PAGOSA,  INC. OR  FAIRFIELD COMMUNITIES,  INC.,
ITS SUCCESSOR CORPORATION, UNTO  THIRD PARTY PURCHASERS  AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


Phase 3 of Village Pointe Condominiums
--------------------------------------

     A parcel  of land  being a portion  of Parcel B,  Third
Replat  of South  Village  Lake, recorded  as Reception  No.
130304,  in the  Office of  the County  Clerk and  Recorder,
Archuleta  County,   Colorado,   said  parcel   being   more
particularly described as follows, to-wit:

     Beginning  at the  most northerly  corner  of said
     Parcel B, whence the  northeast section corner  of
     Section 17, T. 35 N., R. 2 W., N.M.P.M., Archuleta
     County, Colorado bears N. 30 21' 21" E.,  3373.86
     feet  distant; thence  S. 29 15'  07" W.,  600.79
     feet  to the  TRUE POINT  OF BEGINNING;  thence N.
     20 59'  30" W.,  162.82  feet  distant along  the
     westerly  boundary of said Parcel B N. 37 54' 01"
     W., 208.72 feet distant; thence N. 54 32' 09" E.,
     296.58  feet distant along  the northerly boundary
     of said Parcel B; thence S. 11 02' 27" E., 321.51
     feet  distant; thence  S. 17 14'  38" W.,  120.00
     feet  distant; thence  S.  54 06' 39"  W., 100.00
     feet  distant  to  the TRUE  POINT  OF  BEGINNING,
     containing 1.76 acres, more or less. 

     The above property is described as Village Pointe Phase
III  as recorded in Plat File No. 238A-F under Reception No.
179324  in the Office of  the County Clerk  and Recorder for
Archuleta  County, Colorado  and is  subject to  that Second
Supplemental Declaration and  Third Amendment to Declaration
of Protective Covenants  and Interval Ownership  for Village
Pointe  Condominiums Phase  III recorded  November 21, 1990,
Reception No. 176323, Book 315, Page 350.

     The above  described property  has located upon  it two
buildings described  as Building 5,  containing eight  units
designated, respectively,  as Units 7517, 7518,  7519, 7520,
7521,  7522, 7523 and 7524;  and Building 5 containing eight
units designated, respectively,  as Units 7525, 7526,  7527,
7528, 7529, 7530, 7531 and 7532.


THERE  IS HEREBY EXCEPTED FROM  AND OUT OF  THE PROPERTY SET
FORTH ABOVE ALL OF  THOSE UNIT WEEKS WHICH HAVE  BEEN DEEDED
BY  FAIRFIELD PAGOSA,  INC. OR FAIRFIELD  COMMUNITIES, INC.,
ITS SUCCESSOR CORPORATION,  UNTO THIRD PARTY PURCHASERS  AND
DULY RECORDED IN THE OFFICE OF THE COUNTY CLERK AND RECORDER
IN AND FOR ARCHULETA COUNTY, COLORADO.


                         SCHEDULE B


All platted lots as set forth in Schedule A attached hereto,
excepting  all lots as specified in  Schedule A, are subject
to those encumbrances listed below:  

                                                           PROPERTY SUBJECT
TYPE OF LIEN      PARTY GRANTING LIEN     HOLDER OF LIEN        TO LIEN    
------------      -------------------     -------------    ----------------   
Deed of Trust     Fairfield-Eaton, Inc.   The First         All property
dated March 2,    (formerly Eaton         National Bank     described in
1983, recorded    International           of Boston         Schedule "A",
March 4, 1983     Corporation)                              [except Mallard
in Book 196,                                                Point Estates]
Page 441,                                                   
Reception 
No. 15202 as 
recorded in the
Archuleta County
Clerk and 
Recorder's Office

First Amendment   Fairfield-Eaton, Inc.   The First         All property 
to Deed of Trust  (formerly Eaton         National Bank     described in
dated June 10,    International           of Boston         Schedule "A",
1983, recorded    Corporation)                              [except Mallard
June 21, 1983                                               Point Estates]
in Book 199,                                                
Page 833,                                                   
Reception 
No. 117126 as 
recorded in the
Archuleta County
Clerk and 
Recorder's Office


Deed of Trust     Fairfield Acceptance    The First         All property
dated June 21,    Corporation             National Bank     described in
1983, recorded                            of Boston         Schedule "A",
June 21, 1983                                               [except Mallard
in Book 199,                                                Point Estates]
Page 853,                                                   
Reception 
No. 117127 as 
recorded in the
Archuleta County
Clerk and 
Recorder's Office


Fairfield Communities, Inc.:  First National Bank of Boston 
---------------------------

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,  as recorded September 4, 1992 in  Book 382, Pages
257-311, Reception No. 0188775 in the Archuleta County Clerk and Recorder's
Office, as amended from time to time.

Fairfield Acceptance Corporation:  
--------------------------------
AMENDED  and RESTATE  DEED  OF  TRUST,  ASSIGNMENT  of  RENTS,  LEASES  and
LEASEHOLD INTERESTS  and SECURITY AGREEMENT  dated November  18, 1992,  but
effective as of September 1, 1992, as recorded December 30, 1992, Reception
No. 191405 as recorded in Archuleta County Clerk  and Recorder's Office, as
amended from time to time.


                                SCHEDULE C


                       1993-A TRUST INTERVALS AND LOTS

                            (Previously Provided)

                            [Information Omitted]




                                 SCHEDULE D


                         TRIPLE-A INTERVALS AND LOTS

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

                            [Information Omitted]






                                 ADDENDUM TO 
                                  SCHEDULE D


                         TRIPLE-A INTERVALS AND LOTS

                    GRANTED ON EFFECTIVE RESTATEMENT DATE
                              (September 17, 1996)

                                     None