RESTRICTED STOCK AGREEMENT



         This Restricted Stock Agreement (the "Agreement") is entered into as of
the 1st day of  October,  1999 (the "Date of Grant"),  by and between  Fairfield
Communities,  Inc., a Delaware  corporation (the  "Company"),  and James G. Berk
(the "Participant"). The Company and the Participant agree as follows:

         1.  Restricted  Stock  Award.  Pursuant  to the terms of an  Employment
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Agreement (the "Employment  Agreement")  between the Company and the Participant
executed on August 31, 1999 and the  approval by the  Compensation  Committee of
the Board of Directors of the Company (the  "Board") at a meeting held on August
25,  1999,  the Company  hereby  grants to the  Participant,  upon the terms and
conditions  set forth  below,  a total of 25,000  shares (the  "Shares")  of the
Company's common stock,  par value $0.01 per share (the "Common Stock"),  issued
from  treasury.  The Company  represents  and warrants that such Shares are duly
authorized, validly issued, fully paid and non-assessable.

         2. Risk of Forfeiture.  The Shares will be subject to forfeiture if the
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Participant's  employment with the Company is terminated (a) by the Participant,
other than as a result of a "Constructive  Discharge", or (b) by the Company for
"Cause".  The  terms  "Constructive   Discharge"  and  "Cause"  shall  have  the
respective  meanings  attributed  to such  terms  in the  Employment  Agreement,
including satisfying the procedures therein contained to determine the existence
of any such  conditions.  Such risk of  forfeiture  will lapse as to 100% of the
Shares and such Shares will become fully vested,  without restriction,  upon the
earliest to occur of (v) 11:59 p.m.,  Orlando,  Florida  time,  on September 30,
2003,  (w)  the  Participant's  death,  (x)  termination  of  the  Participant's
Employment  Agreement  due to the  Participant's  "Disability"  (as such term is
defined in the Employment Agreement, including satisfying the procedures therein
contained to determine the existence of a "Disability"),  (y) termination of the
Participant's  employment  with the  Company by the  Participant  as a result of
"Constructive Discharge" or (z) termination of the Participant's employment with
the Company by the Company other than for "Cause".  If any Shares are forfeited,
the  Participant  will  surrender  such  forfeited  Shares to the  Company.  The
Participant  will not be  entitled  to any  payment  in respect of any Shares so
forfeited.

         3. Rights as Stockholder.  Unless and until forfeited,  the Participant
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shall have,  with respect to the shares of Common Stock  underlying the grant of
the Shares,  all of the rights of a stockholder  of such Common Stock (except as
otherwise  provided  herein).  Any stock  dividends  paid in respect of unvested
Shares  will be  treated  as  additional  Shares and will be subject to the same
restrictions  and other terms and conditions  that apply to the unvested  Shares
with respect to which such stock dividends are issued.

         4.       Share Certificates.
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                  (a)  The  Participant   will  be  issued  one  or  more  stock
certificates in respect of the Shares. Each Share certificate will be registered
in the  name of the  Participant,  will be  accompanied  by a stock  power  duly
executed by the Participant and will bear, among any other
<PAGE>

required legends, the following legend:

                  "THE  TRANSFERABILITY  OF THIS  CERTIFICATE  AND THE SHARES OF
                  STOCK  REPRESENTED   HEREBY  ARE  SUBJECT  TO  THE  TERMS  AND
                  CONDITIONS  (INCLUDING,  WITHOUT  LIMITATION,  THE  FORFEITURE
                  EVENTS)  CONTAINED IN THE RESTRICTED  STOCK AGREEMENT  ENTERED
                  INTO  BETWEEN  THE  REGISTERED   OWNER  HEREOF  AND  FAIRFIELD
                  COMMUNITIES,  INC. A COPY OF SUCH  AGREEMENT IS ON FILE IN THE
                  OFFICE OF THE  SECRETARY  OF  FAIRFIELD  COMMUNITIES,  INC. IN
                  ORLANDO, FLORIDA. FAIRFIELD COMMUNITIES,  INC. WILL FURNISH TO
                  THE RECORDHOLDER OF THIS CERTIFICATE,  WITHOUT CHARGE AND UPON
                  WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF BUSINESS,  A COPY OF
                  SUCH AGREEMENT. FAIRFIELD COMMUNITIES, INC. RESERVES THE RIGHT
                  TO REFUSE TO RECORD THE TRANSFER OF THIS CERTIFICATE UNTIL ALL
                  SUCH  RESTRICTIONS ARE SATISFIED,  ALL SUCH TERMS ARE COMPLIED
                  WITH AND ALL SUCH CONDITIONS ARE SATISFIED."

All certificates  evidencing grants of Shares will be deposited with and held in
custody by the Company until the date on which the risk of forfeiture lapses and
all of the conditions and restrictions on the Shares are satisfied.

                  (b) New  Certificates.  Subject to the  provisions  of Section
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4(a) above, after vesting and the satisfaction and/or lapse of the restrictions,
terms and conditions  applicable to any Shares,  a new certificate  representing
such vested Shares,  without the legend set forth above in Section 4(a) or other
restriction,  will (in lieu, and upon cancellation,  of the certificate,  or the
portion thereof,  previously representing such Shares) be registered in the name
of the Participant  and delivered to the  Participant  within five business days
after vesting.

         5. Withholding.  The Participant shall, at the time of vesting and as a
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condition  precedent to the delivery of a certificate  representing such Shares,
pay to the Company in cash an amount equal to any applicable  withholding  taxes
required to be withheld or collected under  applicable  federal,  state or local
laws or regulations.  Furthermore, the Company will have the right to deduct and
withhold  any such  applicable  taxes from,  or in respect of, any  dividends or
other  distributions  paid on or in respect of the Shares. All taxes, if any, in
respect of any grants or payments to the Participant  hereunder will be the sole
responsibility of and shall be paid by the Participant.

         6. Restrictions on Transfer.  The Shares, and any rights or interest in
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this Agreement,  shall not, prior to vesting,  be assigned,  transferred,  sold,
exchanged  or otherwise  disposed of in any way at any time by the  Participant.
Any such award,  rights or  interests  will not,  prior to vesting,  be pledged,
encumbered or otherwise  hypothecated in any way at any time by the Participant.
Any such award,  rights or interests will not,  prior to vesting,  be subject to
execution,  attachment or similar legal process.  Any attempt to sell, exchange,
transfer, assign, pledge,
<PAGE>

encumber or  otherwise  dispose of or  hypothecate  in any way any such  awards,
rights or interests,  or the levy of any execution,  attachment or similar legal
process  thereon,  contrary to the terms of this Agreement will be null and void
and  without  legal  force or  effect.  Upon the  lapse of the  restrictions  on
transfer  of the  Shares,  if the  Shares  have not been  registered  under  the
Securities Act of 1933, as amended (the "Securities Act"), the Participant shall
not dispose of the Shares in violation of the Securities Act.

         7.  Registration  and Listing.  The Company shall, at its sole cost and
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expense,  take all necessary  action to register or qualify the Shares under the
Securities  Act and to list the  Shares  on the NYSE  (or such  other  principal
exchange on which the Common  Stock is then listed for  trading),  to permit the
sale of the Shares by the  Participant in compliance with the Securities Act and
any state securities laws, not later than the scheduled vesting date provided in
subparagraph  (x)  of  the  third  sentence  of  Section  2  hereof.   Prior  to
registration, the Shares shall bear a legend similar to the following:

                  THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT BEEN
                  REGISTERED  PURSUANT TO THE FEDERAL SECURITIES ACT OF 1933, AS
                  AMENDED,  OR ANY FEDERAL OR STATE  SECURITIES LAWS. THE SHARES
                  HAVE NOT BEEN  ACQUIRED  BY THE HOLDER  WITH A VIEW TO, OR FOR
                  RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE
                  MEANING OF THE SECURITIES  ACT OF 1933.  NEITHER THIS SECURITY
                  NOR  ANY  PORTION  HEREOF  OR  INTEREST  HEREIN  MAY BE  SOLD,
                  ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS
                  THE  SAME IS  REGISTERED  UNDER  SAID  ACT AND ANY  APPLICABLE
                  FEDERAL OR STATE  SECURITIES  LAW, OR UNLESS AN EXEMPTION FROM
                  SUCH REGISTRATION IS AVAILABLE.

   8.     Notices. Each notice relating to this Agreement must be in writing and
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     delivered in person or by certified mail to the proper address. Each notice
     will be deemed to have been given on the date it is  received.  Each notice
     to the Company must be addressed to it at its principal  office:  Fairfield
     Communities, Inc., 8669 Commodity Circle, Orlando, Florida 32819, attention
     of the Secretary.  Each notice to the Participant  must be addressed to the
     Participant at the Participant's  address specified below. Anyone to whom a
     notice may be given  under this  Agreement  may  designate a new address by
     notice to that effect.

   9.        Amendments.  The Board may, without the consent of the Participant,
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     amend this Agreement,  or otherwise take action,  to accelerate the time at
     which the risk of forfeiture of the Shares and the  restriction on transfer
     shall lapse.  The Board may not otherwise amend this Agreement  without the
     consent of the Participant.

  10.     Governing Law. This Agreement is intended to be performed in the State
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     of Florida  and will be  construed  and  enforced  in  accordance  with and
     governed by the laws of such State.
<PAGE>

         IN WITNESS WHEREOF,  the Company and the Participant have executed this
Agreement, effective on the date set forth above.


                                               FAIRFIELD COMMUNITIES, INC.

                                               By: /s/  Bryan D. Langton
                                                  -----------------------------
                                                        Bryan D. Langton
                                                        Chairman


                                               PARTICIPANT:

                                                /s/ James G. Berk
                                               --------------------------------
                                                    James G. Berk