SECOND AMENDMENT TO
                   WESTWINDS THIRD AMENDED AND RESTATED
                         TITLE CLEARING AGREEMENT
                                (LAWYERS)

         This Amendment  is made and entered into as of  March 28, 1995,
   by  and among  Fairfield  Communities, Inc.,  a  Delaware corporation
   (referred to herein as "FCI"); Fairfield Myrtle Beach, Inc., a  South
   Carolina corporation and  wholly-owned subsidiary of FCI (referred to
   herein  as  "FMB");  Fairfield  Acceptance  Corporation,  a  Delaware
   corporation and wholly-owned subsidiary of FCI (referred to herein as
   "FAC");  Lawyers  Title  Insurance Company,  a  Virginia  corporation
   (referred to herein as "Nominee"); The First National Bank of Boston,
   Boston, Massachusetts (collectively  referred to herein together with
   all  past, present and  future participants as "Bank  of Boston"), as
   agent  and  lender  to  Fairfield  pursuant to  the  FCI  Boston Loan
   Agreement  (as  hereinafter  defined);  The  First  National Bank  of
   Boston,  Boston, Massachusetts, as agent and  lender to FAC (referred
   to herein as "Agent Bank")  pursuant to the FAC Boston Loan Agreement
   (as hereinafter defined); and Capital  Markets Assurance Corporation,
   a New York stock insurance company, as collateral agent (referred  to
   herein  as  "1995 Collateral  Agent"), pursuant  to  the  1995 Credit
   Agreement  (as  hereinafter defined).    This  Amendment  amends that
   certain Westwinds Third Amended and Restated Title Clearing Agreement
   dated   as  of   November 15,  1992,   as  previously   amended  (the
   "Agreement").  Unless otherwise defined herein, all capitalized terms
   shall have the meanings ascribed in the Agreement.

                           W I T N E S S E T H:

         WHEREAS, pursuant to Section 15(b) of the  Agreement, FCI, FMB,
   FAC, Nominee, Bank of Boston and  Agent Bank can amend  the Agreement
   to identify and segregate a separate pool of Sales Contracts  and the
   Intervals relating thereto, which are to be sold or pledged  pursuant
   to a pooling, pledge or sale agreement; and 

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

         WHEREAS, The  First National Bank of  Boston, both individually
   and as Agent Bank, has released its lien upon and its interest in the
   Sales Contracts  and the  underlying Intervals  pledged  to the  1995
   Collateral Agent; and

           WHEREAS,  the parties  hereto wish  to amend  the Agreement  in
   order to identify and segregate those Sales Contracts and the related
   Intervals pledged to the 1995 Collateral Agent; 

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

         1.    Section 1  of the Agreement  is hereby  amended by adding
   thereto the  following definitions  (and by  striking any definitions
   which are supplanted by the definitions set forth below):

         Bank means, as appropriate,  The First National Bank of Boston,
         ----
   as  lender pursuant to the FCI Boston Loan Agreement, the Agent Bank,
   as  lender  pursuant  to  the  FAC Boston  Loan  Agreement,  the 1992
   Purchaser,  the  1993-A  Trustee  or the  1995  Collateral Agent,  as
   applicable.

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

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

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

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

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

         FCI  Boston  Loan  Agreement  means  the  Amended and  Restated
         ----------------------------
   Revolving Credit Agreement  dated September 28, 1993,  as amended, by
   and between  FCI, FMB and The  First National Bank  of Boston and its
   past, present and future participants.

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

         Loan Agreement  means, as appropriate, (i) the  FCI Boston Loan
         --------------
   Agreement, (ii) the  FAC Boston  Loan Agreement,  (iii) the 1992 Sale
   Agreement, (iv) the  1993-A Pledge Agreement, or (v) the  1995 Credit
   Agreement.   The use of  the defined term "Loan  Agreement" herein to
   identify one of the various pooling, pledge or sale agreements is for
   convenience only  and shall  not  be  construed to  characterize  the
   assignment or transfer of the  related Intervals and Sales  Contracts
   as loan transactions.

         Operating  Agreement  means  the  Third  Amended  and  Restated
         --------------------
   Operating Agreement  dated as of  December 9, 1994,  between FCI  and
   FAC, as amended.

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

         2.    The  third sentence  of  Section 2  of the  Agreement  is
   hereby amended to read as follows:

               "Except  for  those  Properties in  which  the beneficial
         interest has been transferred or pledged to the 1992 Purchaser,
         the 1993-A Trustee or the 1995 Collateral Agent, the beneficial
         interest in  all the Properties underlying  the Sales Contracts
         conveyed to Nominee pursuant to this Agreement shall originally
         be in Fairfield,  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."

         3.    Subsection  3(b) of  the Agreement  is hereby  amended to
   read as follows:

               "(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 Fairfield or FAC, as applicable, as the beneficial owner  at
         such  time, and,  if applicable, as  servicer under  the 1993-A
         Pledge  Agreement  or  the  1995  Credit  Agreement, except  as
         provided by Section 12 hereof; (iii) contemporaneously with the
         conveyance of any of the Properties that qualify for deeding in
         accordance with the terms of  the Sales Contracts, pursuant  to
         authorization from the related Bank as set forth herein,  cause
         with  respect   to  such  Properties   such  Bank's  underlying
         Mortgage,  if  any,   to  be  released  of  record;  (iv) where
         requested by FCI or  a Purchaser, as the case may be,  cause to
         be issued  a title insurance policy  to the Purchaser  provided
         all  title requirements  are properly  met and  the appropriate
         premium  has been  paid;  and (v) execute  such  instruments as
         required to be executed pursuant to Section 11 hereof.  Nominee
         may authorize any third party, including any employee of FAC or
         FCI,  by power of attorney, to  execute any instrument required
         by this Section 3(b)."

         4.    The second  sentence of Subsection 4(c)  of the Agreement
   is hereby amended to read as follows:

               "Such assignments shall take  the form of a 'Document  of
         Sale and  Assignment of Beneficial Interest'  or a 'Document of
         Pledge  and  Assignment of  Beneficial  Interest,' which  shall
         identify those  Sales Contracts  and the  underlying Properties
         giving rise to such Sales Contracts.  Nominee shall be entitled
         to  rely  upon  such  "Documents  of  Sale  and  Assignment  of
         Beneficial Interest" and "Documents of Pledge and Assignment of
         Beneficial Interest" in determining beneficial ownership of and
         security interests in the Properties."

         5.    Section 4  of the Agreement  is hereby  amended by adding
   the following paragraph thereto:

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

         6.    Subsection  5(c) of  the Agreement  is hereby  amended to
   read as follows:

               "(c)  All payments  made by  Purchasers pursuant  to  the
         terms  of their Sales  Contract shall be made  directly to FCI,
         FAC,  the 1992  Purchaser or FCC,  as the case may  be, for the
         benefit of the relevant Bank, if  any, pursuant to the terms of
         the related Loan Agreement.  No payments are  to be received by
         Nominee."

         7.    Section 6 of  the Agreement is hereby amended to  read as
   follows:

                "6.  Default by Purchaser.  Where 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 owners of such recorded Sales
         Contract,  or,  if applicable,  as  servicer  under  the 1993-A
         Pledge Agreement or  the 1995 Credit Agreement) for foreclosure
         or  other  appropriate action.   Subject  to the  provisions of
         Section 12 hereof, Nominee may  rely on the written request  of
         FCI or  FAC, as applicable, in regard to the assignment of said
         recorded Sales Contracts."

         8.    The  second sentence  of Section  10 of the  Agreement is
   hereby amended to read as follows:

               "Each Bank 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 action 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 Bank to the Nominee."

         9.    The first paragraph  of Section  12 of  the Agreement  is
   hereby amended to read as follows:

               "In  the event of  default of Fairfield, FAC,  FFC or FCC
         under any of the Loan Agreements, the related Bank shall notify
         Nominee in writing of such event at such time as notice of such
         default is given to Fairfield, FAC, FFC or FCC, as the case may
         be, which  writing shall identify those  Properties giving rise
         to Sales Contracts related  to the defaulted Loan Agreement and
         may  further  instruct  Nominee  that,  with  respect  to  such
         Properties,   Nominee   shall   act  only   upon   the  written
         instructions of the related Bank 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 Bank and any prior lienholder."

         10.   The second paragraph  of Section 12  of the  Agreement is
   hereby amended to read as follows:

               "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 Fairfield, FAC, Bank of Boston,  Agent Bank,
         the 1992 Purchaser,  the 1993-A Trustee or the  1995 Collateral
         Agent,  as the  case  may  be, as  to the  Properties  relating
         thereto."

           11.   Section  13 of the Agreement is  hereby amended by adding
   the following paragraph thereto:

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

         12.   Section 14(c) of the Agreement is hereby amended  to read
   as follows: 

               "(c)  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  1995 Credit  Agreement, the  1995 Collateral
         Agent may be replaced or succeeded as a party 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."

         13.   Section 15(b) of the Agreement is hereby  amended to read
   as follows: 

         "(b)  This Agreement may also be amended solely for the purpose
   of identifying and segregating  a separate pool  of Sales  Contracts,
   and the Intervals  relating thereto, which are  to be sold or pledged
   pursuant to a pooling, sale or pledge  agreement, by an instrument in
   writing signed by FCI, FMB, FAC, Nominee and The  First National Bank
   of  Boston, both  individually  and  as Agent  Bank.   Any  amendment
   undertaken  pursuant to this  paragraph 15(b) shall not  relate to or
   affect Intervals listed  on Schedules C, D  or E attached hereto, nor
   shall it in any way impair or amend the rights of the 1992 Purchaser,
   the 1993-A Trustee or the 1995 Collateral Agent under this Agreement.
   An executed  copy  of  any  Amendment  undertaken  pursuant  to  this
   paragraph 15(b) shall be provided to all parties to this Agreement."

         14.   The third  sentence of Section 15(c)  of the Agreement is
   hereby amended to read as follows: 

               "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 1995  Collateral Agent,
         as the case may be, as the beneficial owner  or the assignee of
         the  beneficial  ownership of  such  Properties  at  such time;
         except,  however, if  Nominee has  been notified  by a  Bank 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  underlying the defaulted
         Loan Agreement  in accordance with the  written instructions of
         the related Bank and first lienholder with respect thereto."

         15.   Section 16 of  the Agreement is hereby  amended by adding
   thereto the following addresses (and by striking  any addresses which
   are supplanted by the addresses set forth below):


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



                   First Commercial Trust Company, N.A.
                   ------------------------------------
                                       Counsel:
   Bonnie McKenzie                     Heartsill Ragon, III
   First Commercial Trust Company,     Gill Law Firm
      National Association             425 West Capitol
   Capitol and Broadway Streets        Little Rock, Arkansas  72201
   First Commercial Building,          (501) 376-3800
      7th Floor                         Telecopy:  (501) 372-3359
   Little Rock, Arkansas  72201
   (501) 371-6702
   Telecopy:  (501) 371-6610


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

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


         16.   The Agreement  is  hereby amended  to add  as Schedule  E
   thereto the 1995 Intervals described on Exhibit A to this Amendment.

         17.   All provisions of the Agreement remain in  full force and
   effect.

         18.   An executed  copy of this Amendment  shall be provided to
   all parties to the Agreement.

         19.   This Amendment shall  be construed in accordance with and
   governed by the laws of the State of Arkansas.  In the event that any
   clause or provision of this Amendment is declared  to be invalid, the
   invalidity of  any such  clause  or provision  shall not  affect  the
   remaining clauses and provisions of this Amendment which shall remain
   in full force and effect.
    
         20.     This  Amendment   may  be  executed  in   one  or  more
   counterparts,  all  of  which  shall  constitute  one  and  the  same
   instrument.



                   [THIS SPACE LEFT BLANK INTENTIONALLY]



           DATED as of the date first above written.


                                       FAIRFIELD COMMUNITIES, INC.;
                                       FAIRFIELD MYRTLE BEACH, INC.


   /s/ Kim Thompson                 BY: /s/Robert W. Howeth
  --------------------------           -----------------------------
   Witness                           TITLE: Senior Vice President

                      
                                     FAIRFIELD ACCEPTANCE CORPORATION

    /s/ Les R. Baldege              BY:/s/ Robert W. Howeth 
  --------------------------           -----------------------------
   Witness                           TITLE: President


                                     LAWYERS TITLE INSURANCE CORPORATION


  /s/M.E. Hastings                   BY:  /s/ Randall E. Cox
 ----------------------------           ---------------------------
   Witness                           TITLE: Senior Vice President


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

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


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


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

                          
                                      CAPITAL MARKETS ASSURANCE CORPORATION
                                       as 1995 Collateral Agent


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





                               EXHIBIT A

                               SCHEDULE E
                               ----------
                 
                              1995 INTERVALS
    
                           [Information Omitted]