AMENDED AND RESTATED
             NASHVILLE TITLE CLEARING AGREEMENT

     This  Agreement is made and entered into as of July 31,
1996, by  and among Fairfield Communities,  Inc., a Delaware
corporation  (referred  to   herein  as  "FCI");   Fairfield
Acceptance Corporation,  a Delaware corporation  and wholly-
owned  subsidiary  of FCI  (referred  to  herein as  "FAC");
Lawyers  Title Insurance Corporation, a Virginia corporation
(referred to  herein as "Nominee"); The  First National Bank
of Boston, Boston, Massachusetts (hereinafter defined
as "FNBB"), as agent and  lender to FCI pursuant to  the FCI
Boston  Loan Agreement (as  hereinafter defined);  The First
National Bank of Boston, Boston, Massachusetts, as agent and
lender  to FAC 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 "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 Nashville Title Clearing Agreement,
dated as of September 11, 1995.

                    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 Nashville
at  Music  City  U.S.A.,  Davidson  County,  Tennessee,  and
certain other  properties not subject hereto;  and will sell
Timeshare Intervals (as  hereinafter defined) and  Undivided
Ownership  Interests  (as  hereinafter defined)  therein  to
purchasers  by  way of  contract  agreement  and installment
notes  (the "Sales  Contracts") whereby  the  purchasers are
permitted to  finance the purchase price  for said Timeshare
Intervals and Undivided Ownership Interests 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  the Property  (as  defined
herein)  and certain  other properties  not subject  to this
Agreement 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, which underlying  encumbrances on
the Property have provisions  for release for the protection
of  the  purchasers  of  Timeshare  Intervals  and Undivided
Ownership Interests, said releases to be given under certain
conditions as set forth therein; and 

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

     WHEREAS,  FAC  has  sold  certain  Sales  Contracts  to
Fairfield  Capital  Corporation,   a  Delaware   corporation
("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 ("Triple-A"),  and The  First National
Bank  of Boston, as L/C  Bank ("L/C Bank"),  pursuant to the
Triple-A Credit Agreement (as hereinafter defined); and

     WHEREAS, FNBB will have released its lien  upon and its
interest  in  Sales Contracts  and the  underlying Timeshare
Intervals  and Undivided  Ownership  Interests  as  a  prior
condition to their being  pledged to the Triple-A Collateral
Agent;

     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  Property,   releasing  encumbrances   thereon  and
protecting the  interests of  the various parties  hereto as
their interests may appear;

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

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

          FAC means Fairfield Acceptance Corporation, a
          ---
     Delaware corporation and a wholly-owned subsidiary
     of  FCI,  individually  and  in  its  capacity  as
     servicer under 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.

          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.

          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. 

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

          Loan Agreement means, as appropriate, the FCI
          --------------
     Boston  Loan   Agreement,  the  FAC   Boston  Loan
     Agreement or the Triple-A Credit Agreement.

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

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

          POA   means   the  timeshare   association(s)
          ---
     organized in connection  with the establishment of
     the Project.

          Project  means  the  Fairfield  Nashville  at
          -------
     Music City U.S.A. project and such other  projects
     as  may be  developed  by FCI  and  added to  this
     Agreement.    The  Project,  as  it  is  presently
     conceived, is described in Schedule C hereto.

          Property  means  that  portion  of  the  real
          --------
     property described in Schedule A  attached hereto,
     as  amended from time  to time, which  has been or
     will be conveyed by FCI to Nominee.  The Mortgages
     on  the Property  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  Timeshare  Interval  or  an
     Undivided Ownership Interest at the Project.

          Sales   Contracts    means   those   contract
          -----------------
     agreements  and  installment notes  to  be entered
     into between  FCI and various  Purchasers for  the
     purchase of  a Timeshare Interval or  an Undivided
     Ownership  Interest  and   for  which  the   total
     purchase price has not been paid by the Purchaser.

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

          Timeshare  Intervals  means  those  timeshare
          --------------------
     intervals (unit weeks) created or to be created in
     the Property pursuant to regime documents filed or
     to  be  filed  creating  an  underlying  ownership
     interest which is the subject of a Sales Contract,
     which ownership interest shall  consist of a fixed
     week  or undivided  interest  in fee  simple in  a
     lodging  unit or  group  of lodging  units at  the
     Project.

          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 Timeshare Intervals means those Timeshare
          ----------------------------
     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 Timeshare Intervals are listed
     on Schedule  D attached  to this Agreement  and made  a
     part hereof, as amended from time to time.

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

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

      2.  Transfer  of Property to Nominee.  FCI, by deed or
          --------------------------------
deeds from time to time, has transferred and may continue to
transfer fee simple title to Nominee to all or a portion  of
the real property identified in Schedule A, subject to those
Mortgages  identified  in  Schedule B.   Nominee  agrees  to
acquire and  hold legal title to the  Property 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.   Nominee shall  have
the  right to review all  proposed conveyances to  it of the
real property identified in  Schedule A to assure compliance
with  the  terms   of  this  Agreement.    It  is  presently
anticipated that Property will be  conveyed to Nominee as it
is platted and  prior to  the time that  sales of  Timeshare
Intervals  and  Undivided Ownership  Interests  with respect
thereto  are commenced.    The Project  as  it is  presently
conceived is described  in Schedule C hereto.   However, the
development plans for  such Project  may be  revised by  FCI
without  notice to  or  the approval  of  any of  the  other
parties hereto. 

          Except for the  Property for which  the beneficial
interest  has  been  transferred  to  FCC  and  subsequently
pledged  to the  Triple-A Collateral  Agent, the  beneficial
interest in all Property 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 Property 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 related Property 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 Property  underlying such  Sales Contracts,  Nominee
shall not be held liable  by any party hereto for acting  in
good faith on  the written  instruction of FCI  or FAC  even
though there  may be a mistake as to the proper owner of the
beneficial  interest  in the  Property 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  Property,  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 Property
for  the benefit  of the  parties hereto  and shall  have no
equitable rights in the Property 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 Property  for the benefit of the  other parties
hereto;  (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
Triple-A Credit  Agreement, except as provided by Section 12
hereof; (iii) contemporaneously with the conveyancing of any
of  the Property  that qualifies  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  Property the  Secured
Party's  underlying  Mortgage, if  any,  to  be released  of
record; (iv) where requested  by FCI or a  Purchaser, as the
case may be, cause to be issued a  title insurance policy to
the Purchaser  provided all title requirements  are properly
met  and   the  appropriate  premium  has   been  paid;  and
(v) execute  such instruments  as  required  to be  executed
pursuant  to  Sections 11  and   13  hereof.    Nominee  may
authorize any third party, including any employee  of FAC or
FCI,  by  power  of  attorney,  to  execute  any  instrument
required by this Section 3(b).

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

          (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 Property.

          (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 and responsibilities to Nominee as are
often times associated with a trustee acting pursuant to the
terms and provisions of a trust agreement.

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

          (a)  FCI  shall cause any construction or vendor's
lien  or  blanket encumbrance,  if  any  (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  Property  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 purposes of this Agreement
and to cause  revenue stamps  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 Property.

          (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
Property by  furnishing copies  of all such  assignments and
conveyances  to Nominee  and to  such Secured  Party.   Such
assignments shall take the  form of a "Document of  Sale and
Assignment of Beneficial Interest"  or a "Document of Pledge
and Assignment of Beneficial Interest", which shall identify
those  Sales Contracts  and the  underlying Property  giving
rise to  such Sales  Contracts to  be assigned  or conveyed.
Nominee  shall be entitled  to rely upon  such "Documents of
Sale and  Assignment of Beneficial Interest"  and "Documents
of  Pledge   and  Assignment  of   Beneficial  Interest"  in
determining beneficial ownership of the Property.

          (d)  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 Timeshare
Intervals or  the Triple-A Undivided Ownership Interests and
the  related  Sales  Contracts,  (ii) the  transfer  of  all
beneficial interest  in the Triple-A Timeshare  Intervals or
the Triple-A  Undivided Ownership Interests  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 Timeshare  Intervals or the Triple-A  Undivided
Ownership Interests 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 Timeshare Intervals  and the Triple-A  Undivided Ownership
Interests  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  Timeshare  Intervals  and the  Triple-A  Undivided
Ownership Interests 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 Timeshare  Intervals or  Triple-A
Undivided Ownership Interests, which assignments shall be in
the form  of a certificate  and shall identify  the Triple-A
Timeshare Intervals  and  the Triple-A  Undivided  Ownership
Interests 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  Timeshare
Intervals  and  the Triple-A  Undivided  Ownership Interests
covered by such certificates, (ii) Nominee shall be entitled
to  rely upon  such certificates  in  determining beneficial
ownership  of  the  Triple-A  Timeshare  Intervals  and  the
Triple-A Undivided  Ownership Interests covered  thereby and
(iii)  the beneficial  ownership  of the  Triple-A Timeshare
Intervals  and  the Triple-A  Undivided  Ownership Interests
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 Property.
          ---------------------------------- 
          (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, or as  servicer for a Secured  Party which
is the  beneficial owner, of  the security  interest in  the
underlying Property  with respect to such  Sales Contract at
such  time, shall  notify the  related Secured  Party(s) and
shall direct Nominee  in writing to immediately  cause to be
released   the   related   Secured    Party(s)'   underlying
Mortgage(s) with respect to such  Property, 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 Timeshare  Interval or Undivided  Ownership Interest
covered by such Sales  Contract to the Purchaser.   Within a
reasonable time following the  delivery of the Warranty Deed
or  Special Warranty  Deed to  Purchaser, a  title insurance
policy shall  also be delivered (provided  the Purchaser has
paid  for  such  in  connection with  his  purchase  of  the
Property 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  Mortgage(s) against
any Property 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 Property 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
Mortgage(s) as provided herein.

          (c)  All payments  made by Purchasers  pursuant to
the  terms of their Sales Contract shall be made directly to
FCI  or FAC,  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  the 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  for a Secured Party  pursuant to the  terms of the
related Loan 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 Contract.

     7.   POA Voting Rights.  Voting rights in the POA which
          -----------------
may inure to the benefit of Nominee as legal title holder to
Property  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  will transfer fee simple title  to the
Property  to Nominee, and that its  deed(s) of conveyance to
Nominee  will convey to  said Nominee title  subject only to
(i) condominium  restrictions,  covenants,  etc.,  including
timeshare   declarations,  (ii) road   rights  of   way  and
easements,  (iii) utility  easements,  (iv) the   rights  of
Purchasers who have previously entered into Sales Contracts,
(v) those  Mortgages  identified   on  Schedule B   attached
hereto,   (vi) such    other   miscellaneous   restrictions,
covenants  and  Mortgages  as those  enumerated  above,  and
(vii) the terms of this Agreement.

      9.  [RESERVED]

     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 Property  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 action  or
failure to act of  Nominee, which action or inaction  was in
good  faith  pursuant  to   and  in  reliance  upon  written
instructions  from  such Secured  Party  to  Nominee.   With
respect  to actions  related to  particular portions  of the
Property,  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 Property as set forth herein and
in the Schedules hereto, and Nominee shall have no liability
for any action taken in good faith in such reliance.  FCI or
FAC, as the  case may  be, shall reimburse  Nominee for  all
costs,  fees and  expenses  incurred by  it relating  to its
serving  as Nominee under  the terms and  provisions of this
Agreement.  It is  the intent of the parties  to insure that
Nominee shall  incur no  liability whatsoever  in connection
with the good faith performance of its  functions under this
Agreement, and  in connection therewith, all  parties hereto
release and waive any  claims they may have against  Nominee
which  may result  from  the performance  in  good faith  by
Nominee of its responsibility under this Agreement.

     11.  Mortgages,  Platting  and   Reconveyance  of   the
          --------------------------------------------------
Property.   Subject to the provisions  of Section 12 hereof,
--------
upon written  request of  FCI, Nominee  shall, except  as to
such  Property  as  FCI  may  have  previously  assigned  or
transferred beneficial interest, reconvey all or any portion
of the Property to  FCI, subject to the Mortgages  listed in
Exhibit B,   for  the   purpose  of   granting  construction
Mortgages or for any other purpose for which FCI may require
legal  title; and  further, Nominee  agrees to  execute such
Mortgages covering such Property, 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.

     12.  Default  Under Loan  Agreements.  In the  event of
          ------------------------------- 
default by FCI, FAC 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 FCC, FAC or FCI, as  the case may be, which writing shall
identify  the Property  or  portion thereof  covered by  the
related  Secured Party's  Mortgage or  giving rise  to Sales
Contracts  relating  to  the defaulted  Loan  Agreement,  as
applicable,  and  may further  instruct  Nominee that,  with
respect to such  Property, Nominee shall  act only upon  the
written instructions of the related Secured Party, whereupon
Nominee shall only  take action with respect to  the related
Property   identified   in   the   notice,   notwithstanding
instructions of FCI, FAC or FCC to the contrary, as directed
by the related Secured Party.

          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 and the Triple-A
Collateral Agent, as  the case  may be, as  to the  Property
relating thereto.

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

               Lawyers Title Insurance Corporation
               One Commerce Square, Suite 1200
               P. O. Box 432
               Memphis, TN  38101-0432
               Attn:  Gary L. Gatten

          In  no event shall Nominee have any responsibility
for preparation of documents  referred to in Section 4(b) of
this Agreement.   As to Property  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 Triple-A Undivided Ownership Interests and  the Triple-A
Timeshare 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  Undivided  Ownership  Interests  and  the Triple-A
Timeshare   Intervals  for  the   benefit  of  the  Triple-A
Collateral  Agent   and  the  purchasers  of   the  Triple-A
Undivided Ownership  Interests  and the  Triple-A  Timeshare
Intervals, subject only to  the terms and conditions  of the
Triple-A Credit Agreement  and the related  Sales Contracts,
respectively.   The  Nominee shall  not transfer,  pledge or
assign  the Triple-A  Undivided Ownership  Interests  or the
Triple-A  Timeshare Intervals  except as  expressly provided
herein.   The provisions  of this paragraph,  however, shall
not apply to any  Triple-A Undivided Ownership Interests and
Triple-A Timeshare 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(d) 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   instrument   shall  be   construed  in
accordance with and  governed by  the laws of  the State  of
Arkansas.   In  the event  any clause  or provision  of this
Agreement is declared  to be invalid, the invalidity  of any
such  clause or  provision  shall not  affect the  remaining
clauses and provisions of  this Agreement which shall remain
in full force and effect.

          (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 FCI Boston  and FAC  Boston
Loan  Agreements   and   the  Triple-A   Credit   Agreement,
respectively, FNBB 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 from time  to
time  for  the  purpose  of adding  additional  parties  and
revising  the  terms  herein;  provided,  however,  no  such
amendment shall  be effective until all  parties hereto have
agreed in writing to such revisions.

          (b)  This Agreement may  also be  amended for  the
purpose of  identifying and  segregating a separate  pool of
Sales   Contracts,  and   the  Timeshare   Intervals  and/or
Undivided Ownership Interests 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(b) shall  not  relate to  or affect  Undivided
Ownership   Interests  or  Timeshare   Intervals  listed  on
Schedule D attached hereto,  nor shall it in any  way impair
or  amend the rights of the  Triple-A 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.

          (c)  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  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 Property  shall be
conveyed  by   Nominee  in  accordance   with  the   written
instructions of  FCI, FAC or the  Triple-A Collateral Agent,
as the case may be; except if Nominee has been notified by a
Secured Party  in writing that any of FCI, FAC or FCC are in
default under a Loan  Agreement, as described more  fully in
Section 12 of this Agreement,  Nominee shall convey title to
the  Property underlying  the  defaulted  Loan Agreement  in
accordance  with the  written  instructions of  the  related
Secured Party and first lienholder with respect thereto.  In
any  event, this  Agreement shall  terminate, if  not sooner
terminated, on January 1, 2010.

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

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

Gary L. Gatten
Lawyers Title Insurance
   Corporation
One Commerce Square, Suite 1200
P. O. Box 432
Memphis, TN  38101-0432
(901) 523-8121
Telecopy:  (901) 527-3428


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

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


              The First National Bank of Boston
              ---------------------------------
  
Linda J. Carter                    Marcia Robinson
The First National Bank            Richard Toelke       
   of Boston                       Bingham, Dana & Gould
115 Perimeter Center Place, N.E.   150 Federal Street
Suite 500                          Boston, MA  02110
Atlanta, GA  30346                 (617) 951-8830
(770) 390-6500                     Telecopy:  (617) 951-8736
Telecopy: (770) 390-8434


            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
(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 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
                                         --------------------------

                                   LAWYERS TITLE INSURANCE CORPORATION


/s/Linda B. Jeffrey                By: /s/Gary Gatten
------------------------------        -----------------------------
     Witness                       Title: Vice President
                                         --------------------------


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


/s/Paula C. Anderson               By: /s/Linda J. Carter
---------------------------           -------------------------------
     Witness                       Title: Vice President
                                         ----------------------------

                                   CAPITAL MARKETS ASSURANCE
                                   CORPORATION, as Triple-A Collateral
                                   Agent


/s/Dawn Peoples                    By: /s/Philip Theoharides
----------------------------          ------------------------------- 
     Witness                       Title: Vice President
                                         ----------------------------




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

     Schedule A:  Property That May Be Conveyed To Nominee
     Schedule B:  Mortgages
     Schedule C:  Project Description
     Schedule D:  Triple-A Timeshare Intervals and Triple-A
                  Undivided Ownership Interests




                                 SCHEDULE A
                                 ----------

                  PROPERTY THAT MAY BE CONVEYED TO NOMINEE


     Being a tract of  land lying in Nashville, Davidson  County, Tennessee
     and being part of  the Property of Jim B.  Smith as of Record  in Deed
     Book 7777, Page 105, and bounded on the West by the Easterly right-of-
     way line of Pennington Bend Road, on the North by the remainder of the
     Jim B.  Smith property,  being Tract  2, on the  East by  Gleaves Farm
     Limited property as of Record in Deed  Book 6649, Page 546, and on the
     South by the Northerly  right-of-way line of McGavock Pike,  and being
     more particularly described as follows:

     Beginning at an iron rod at the intersection of the North right-of-way
     of McGavock Pike (60  foot right-of-way) and the East  right-of-way of
     Pennington Bend Road (50 foot right-of-way);

     Thence  with the East right-of-way  of Pennington Bend  Road North 14
     46' 21" West, 549.88 feet to an iron rod;

     Thence, with  a curve  to the  right, the radius  of which  is 6237.14
     feet, the central angle of which is 05 19' 40", the chord of which is
     North 12 05'  31" West, 579.76  feet, along an  arc length of  597.97
     feet to an iron rod;

     Thence North 09 26' 41" West, 172.50 feet to an iron rod;

     Thence, leaving the East right-of-way of Pennington Bend Road and with
     Tract 2,  North 80 33' 19"  East, 388.78 feet  to an iron rod  in the
     Westerly line of Gleaves Farm Limited;

     Thence, with Gleaves Farm Limited, South 10 15' 03" East, 553.42 feet
     to an iron rod;

     Thence, South  15 48' 12"  East, 862.58  feet to an  iron rod  on the
     Northerly right-of-way of McGavock Pike;

     Thence,  with the North right-of-way  of McGavock Pike,  North 84 22'
     26" West, 428.84 feet to the point of beginning.

     Containing 532,500 square feet (12.225 acres more or less).




                                 SCHEDULE B
                                 ----------

                                 MORTGAGES


FCI Mortgage:
------------
     Deed of Trust, Assignment of Rents, Leases and Leasehold Interests and
     Security  Agreement, dated  as  of December  22,  1994, by  and  among
     Fairfield Communities,  Inc., as Trustor  or Mortgagor, and  C. Harold
     Reeves,  a resident  of  Tennessee, as  Trustee  and Grantee  for  the
     benefit of  The First National Bank  of Boston, as agent,  as filed on
     January  5,  1995,  in  the  Register's  Office  of  Davidson  County,
     Tennessee in Book 9565, Page 276.



FAC Mortgage:
------------
     Deed of Trust, Assignment of Rents, Leases and Leasehold Interests and
     Security  Agreement, dated  as  of December  22,  1994, by  and  among
     Fairfield  Acceptance Corporation,  Inc.,  as Grantor,  and C.  Harold
     Reeves,  a resident  of  Tennessee, as  Trustee  and Grantee  for  the
     benefit of  The First National Bank  of Boston, as agent,  as filed on
     January  5,  1995,  in  the  Register's  Office  of  Davidson  County,
     Tennessee in Book 9565, Page 325.





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

                            PROJECT DESCRIPTION


     Phase I of the  Fairfield Nashville at Music City  U.S.A. project will
be constructed on approximately 5.32 acres within the property described on
Schedule  A.   Additional  units may  be  added at  FCI's option.    If the
additional units are  added, the units will  be constructed within an  area
designated as  Future Development, consisting of  approximately 4.74 acres.
Attached hereto as Schedule C-1 is a  Site Layout Map depicting the Phase I
and Future Development Property. 

     It is  expected that Phase  I will  consist of seventy-two  (72) units
located in six  (6) buildings which  will be designated  on the final  "as-
built" plat as buildings 10, 11, 12, 13, 14 and 15.

     Building 10  will contain  fifteen  (15) units  numbering 1010,  1012,
1014, 1016, 1018, 1020, 1022, 1024,  1026, 1028, 1030, 1032, 1034, 1036 and
1038.

     Building  11 will  contain  fifteen (15)  units numbering  1110, 1112,
1114, 1116,  1118, 1120, 1122, 1124, 1126, 1128, 1130, 1132, 1134, 1136 and
1138.

     Building 12 will contain twelve (12) units numbering 1210, 1212, 1214,
1216, 1220, 1222, 1224, 1226, 1230, 1232, 1234 and 1236.

     Building  13 will contain nine  (9) units numbering  1310, 1312, 1314,
1320, 1322, 1324, 1330, 1332 and 1334.

     Building  14 will contain nine  (9) units numbering  1410, 1412, 1414,
1420, 1422, 1424, 1430, 1432 and 1434.

     Building 15 will contain twelve (12) units numbering 1510, 1512, 1514,
1516, 1520, 1522, 1524, 1526, 1530, 1532, 1534 and 1536.





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

                      TRIPLE-A TIMESHARE INTERVALS AND
                   TRIPLE-A UNDIVIDED OWNERSHIP INTERESTS

                           [Information Omitted]