AMENDED AND RESTATED
        SEAWATCH PLANTATION 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 Myrtle
Beach,  Inc.,  a   Delaware  corporation  and   wholly-owned
subsidiary of FCI ("FMB"); 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 and  FMB 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  Seawatch  Plantation  Title
Agreement, dated as of September 11, 1995.

                    W-I-T-N-E-S-S-E-T-H:

     WHEREAS, Fairfield  is engaged in the  development of a
certain resort  and recreational project known  as Fairfield
SeaWatch  Plantation,  Horry  County,  South  Carolina,  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  Fairfield  projects  and  in
connection therewith  has  obtained a  security interest  in
certain Sales Contracts as security for the repayment of the
borrowings  of  FCI  and  FMB  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 and FMB  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 Fairfield 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  may from  time  to  time hereafter  sell
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 will in  turn be  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; 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  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
     services 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.

          Fairfield means  FCI and  FMB and  such other
          ---------
     subsidiaries as  may be  added  to this  Agreement
     from  time to time.   The term  Fairfield does not
     include FAC.

          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,  FMB, 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,  FMB, and  FNBB, as
     amended and in effect from time to time.

          FMB  means  Fairfield Myrtle  Beach,  Inc., a
          ---
     Delaware  corporation and  wholly-owned subsidiary
     of FCI.

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

          Project   means    the   Fairfield   SeaWatch
          -------
     Plantation project and such other projects as  may
     be  developed  by  Fairfield  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 Fairfield  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 Fairfield
     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 Fairfield  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 as  agent and lender
          -------------
     pursuant to the FCI Boston Loan Agreement and  the
     FAC   Boston  Loan   Agreement  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 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  pursuant   to  regime
     documents  filed  or  to   be  filed  creating  an
     underlying ownership interest which is 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.  Fairfield, 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
Fairfield,  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 Fairfield  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 Fairfield,
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   Fairfield  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 Fairfield 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
Fairfield  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 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.   Fairfield, 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  Fairfield or  FAC  Relating to
          --------------------------------------------------
Conveyances by Nominee.
----------------------
          (a)  Fairfield  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)  Fairfield 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.   Fairfield  and  FAC
agree  that  each will  maintain  all  records necessary  to
identify beneficial ownership of the Property.

          (c)  Fairfield 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 will provide to Nominee 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)  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,  Fairfield 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
Fairfield 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   Fairfield  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
Fairfield 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 any 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.  Fairfield  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.   Fairfield  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 Fairfield,  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.    Fairfield 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 Fairfield, Nominee shall, except  as
to such  Property as Fairfield may  have previously assigned
or  transferred beneficial  interest,  reconvey all  or  any
portion  of  the  Property  to  Fairfield,  subject  to  the
Mortgages listed  in Exhibit B, for the  purpose of granting
construction Mortgages or  for any other  purpose for  which
Fairfield  may  require  legal title;  and  further, Nominee
agrees to execute such Mortgages covering such Property,  as
requested in writing by  Fairfield, to any Secured Party  or
such third parties as Fairfield 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 Fairfield,  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 Fairfield, FAC, or FCC, 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 Fairfield,  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 Fairfield,  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
               600 North Pearl Street, Suite 700
               Lockbox 185
               Dallas, TX  75201
               Attn:  Michael E. Hastings

          In no event shall Nominee  have any responsibility
for preparation of documents referred to in Section 4(b)  of
this Agreement.   As to 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  Fairfield,
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 Fairfield 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 Fairfield, 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
Fairfield,  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
             -----------------------------------

Michael Hastings                        Riker Purcell
Lawyers Title Insurance                 Lawyers Title Insurance
   Corporation                             Corporation
600 North Pearl Street, Suite 700       6630 West Broad Street
Lockbox 185                             Richmond, VA  23230
Dallas, TX  75201                       (804) 281-6876
(214) 720-7600                          Fax: (804) 282-5453
Fax: (214) 658-9201


                Fairfield Communities, Inc.,
               Fairfield Myrtle Beach, 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
Fax: (501) 660-7196                (501) 377-0332
                                   Fax: (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                     Fax: (617) 951-8736
Fax: (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  Fairfield 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 MYRTLE BEACH, INC.

/s/Dawn Peoples                    By: /s/Robert W. Howeth
-----------------------------         -------------------------------
     Witness                       Title: Vice President
                                         ----------------------------

                                   FAIRFIELD ACCEPTANCE CORPORATION

/s/Dawn Peoples                    By: /s/Robert W. Howeth
-----------------------------         -------------------------------
     Witness                       Title: President
                                          --------------------------- 

                                   LAWYERS TITLE INSURANCE CORPORATION

/s/Sherry D. Adkison               By: /s/Randall E. Cox
-----------------------------         -------------------------------
     Witness                       Title: Senior Vice President


                                   THE FIRST NATIONAL BANK OF BOSTON,
                                   as agent and lender 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/John Fletcher                   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


     All  that certain piece, parcel  or tract of  land situate, lying
     and being in  the County of  Horry, State of South  Carolina, and
     more  particularly described as a  10.06 tract known  as Blocks D
     and E, Arcadian Shores, North of  Myrtle Beach, as shown on  that
     map prepared for Myrtle Beach Hotel Developers, Inc. by Robert L.
     Bellamy & Associates, Inc., dated March 1, 1995 and revised March
     23,  1995 and recorded in the office  of the RMC for Horry County
     in Plat  Book 134, Page 74.   For a more  complete and particular
     description  of the  property, reference  is  hereby made  to the
     above referred to plat and record thereof.





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

                                 MORTGAGES


Fairfield Mortgage:
------------------

     Mortgage, Mortgage  Rider, Security Agreement and Financing Statement,
dated  as of  ________________, 1995,  among FMB  and FNBB and  recorded on
__________________, 1995 in Mortgage  Book _____, Page _____ in  the office
of Mense Conveyances for Horry County, South Carolina.


FAC Mortgage:
------------

     Mortgage, Mortgage Rider, Security Agreement and  Financing Statement,
dated  as of ________________,  1995, among  FAC and  FNBB and  recorded on
__________________, 1995 in Mortgage  Book _____, Page _____ in  the office
of Mense Conveyances for Horry County, South Carolina.




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

                            PROJECT DESCRIPTION


     A.   Description of  Property.    The Property  is  located  in  Horry
          ------------------------
County, South  Carolina, and is described in  more detail under paragraph D
below.

     B.   Description of  Buildings.  The Project will consist initially of
          -------------------------
one (1) Building, depicted and designated on the Phase IA Plat and Plans as
"Building 1".  Said Building, as more  fully shown on the Phase IA Plat and
Plans, shall be constructed on concrete columns.

     C.   Identification  and Description  of Units.   Type  A  Units shall
          -----------------------------------------
contain approximately 1,295  square feet  of interior space,  Type B  Units
shall contain approximately 1,002 square feet of interior  space and Type C
Units shall contain approximately 705 square feet of interior space, all as
more fully  shown  on  the  Phase IA  Plat  and  Plans.   For  purposes  of
identification,  each  Unit bears  a  different  identifying number  ("Unit
Number")  and no Unit in the Project shall bear the same Unit Number.  Each
Unit Number and Unit Type in Building 1 shall be designated as follows:

                Unit Number             Unit Type

               201, 301, 401                C
               202, 302, 402                B
               203, 303, 403                B
               204, 304, 404                B
               205, 305, 405                B
               206, 306, 406                C
               207, 307, 407                A

     D.   Real  Property Description.  BEING  a parcel of  land situated in
          --------------------------
Dogwood Neck Township, Horry County,  South Carolina and more  particularly
described as follows:

COMMENCING at a 1/2  inch iron pipe located at the southeast  corner of the
intersection  of Lake Shore  Drive and Hilton  Road in  the Arcadian Shores
Section north of Myrtle Beach and said iron pipe being the northeast corner
of a 10.06 acre parcel of land shown on a map prepared by Powell Associates
of NMB, Inc. of the SeaWatch Plantation Horizontal Property Regime Boundary
Survey dated July 14, 1995 and also being the same 10.06 acre parcel  shown
on a map  prepared by Powell Associates  of NMB, Inc.  that is recorded  in
Plat Book 135 at Page 77 in the office of the Register of  Mense Conveyance
for Horry County;  thence from said iron pipe  along the southern right-of-
way line of  Lake Shore Drive S.5401'40"W.  24.64 feet to a  1/2 inch iron
pipe at the beginning of  a curve to the right, said curve has  a radius of
931.42 feet and a chord that has a bearing of S.58 19'10"W. and a length of
143.51 feet;  thence along the arc of said curve  143.65 feet to a 1/2 inch
iron rebar, the POINT OF BEGINNING; thence leaving the right-of-way of Lake
Shore  Drive  S.27 15'44"E. 27.79  feet to  a 1/2  inch iron  rebar; thence
S.34 44'19"E.  198.39 feet to a  1/2 inch iron  rebar; thence S.35 51'22"E.
159.91 feet to  a 1/2 inch iron rebar; thence S.21 02'11"W. 60.84 feet to a
1/2 inch iron  rebar; thence S.68 10'48"W.  62.17 feet to  a 1/2 inch  iron
rebar; thence N.35 51'22"W. 172.01  feet to a 1/2  inch iron rebar;  thence
N.41 35'22"W.  267.50 feet  to a  1/2 inch  iron rebar  in a  curve  in the
southern right-of-way line of Lake Shore Drive, and said curve has a radius
of 931.42 feet and a chord that has a bearing of N.67 21'23"E. and a length
of 150.00  feet; thence along the arc of said right-of-way line 150.17 feet
to the  POINT OF  BEGINNING and containing  1.16 acres  more or less.   All
bearings quoted  herein are based on  South Carolina State Plane  Grid (NAD
'83) and all  distances quoted  are horizontal ground  distances, not  grid
distances.

                      ACCESS AND MAINTENANCE EASEMENT

                                  PHASE 1A


BEGINNING at  a 1/2 inch  iron rebar in  the southern right-of-way  line of
Lake  Shore Drive and  said rebar being  the northeast corner  and POINT OF
BEGINNING of  Phase 1A described  above; thence  along the eastern  line of
Phase  1A  S.27 15'44"E.  27.79 feet  to  a  1/2  inch  iron rebar;  thence
S.34 44'19"E. 90.50  feet to a  point; thence leaving  the eastern  line of
Phase  1A S.54 10'48"W. 36.38 feet  to a point;  thence N.35 49'12"W. 90.00
feet  to a  point;  thence  S.77 01'14"W. 21.55  feet  to a  point;  thence
N.24 12'18"W. 30.39 feet to a point in a curve in the southern right-of-way
line of Lake Shore Drive  and said curve has a radius of 931.42  feet and a
chord  that has  a bearing  of N.64 29'15"E.  and a  length of  56.88 feet;
thence along the arc of said right-of-way line in a northeasterly direction
56.89  feet to  the BEGINNING and  containing 0.12  acres more  or less and
being  a portion  of the  1.16 acres  of Parcel  1A described  above.   All
bearings quoted  herein are based on  South Carolina State Plane  Grid (NAD
'83) and all distances are horizontal ground distances, not grid distances.

                                 Schedule D
                                 ----------
                      Triple-A Timeshare Intervals and
                   Triple-A Undivided Ownership Interests


                                    None