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

     This Amendment is made as of September 28, 1993, by and
among  Fairfield Communities,  Inc., a  Delaware corporation
(referred to herein as "FCI"), Fairfield Myrtle Beach, Inc.,
a South Carolina corporation  (referred to herein as "FMB"),
Fairfield Acceptance Corporation, a Delaware corporation and
wholly-owned  subsidiary  of  FCI  (referred  to  herein  as
"FAC"),  Lawyers  Title  Insurance  Corporation,  a Virginia
corporation  (referred to  herein as  "Nominee"),  The First
National  Bank  of  Boston,  Boston,  Massachusetts,  in  an
individual   capacity  and  not   as  trustee  (collectively
referred  to  herein together  with  all  past, present  and
future  participants  as "Bank  of  Boston"),  as lender  to
Fairfield  pursuant to  the FCI  Boston Loan  Agreement, The
First  National  Bank of  Boston, Boston,  Massachusetts, as
agent for  a group  of lenders  to FAC  pursuant to  the FAC
Boston Loan Agreement and not as trustee (referred to herein
as "Agent Bank"), and  First Commercial Trust Company, N.A.,
Little Rock,  Arkansas, as  trustee under the  1993-A Pledge
Agreement  hereinafter defined  (referred to  herein as  the
"1993-A Trustee").    This  Amendment  amends  that  certain
Westwinds   Third  Amended   and  Restated   Title  Clearing
Agreement dated  as of November 15,  1992 (the "Agreement").
Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed in the Agreement.

                    W I T N E S S E T H:

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

     WHEREAS,  FAC  has  sold  certain  Sales  Contracts  to
Fairfield Funding Corporation, a Delaware corporation, which
Sales  Contracts  have in  turn  been  pledged by  Fairfield
Funding Corporation to First Commercial Trust Company, N.A.,
as  trustee (referred  to herein  as the  "1993-A Trustee"),
pursuant  to a Pledge  and Servicing  Agreement dated  as of
September 28, 1993 (the "1993-A Pledge Agreement"), relating
to the issuance by  Fairfield Funding Corporation of certain
Interval  Ownership  and  Lot  Contract  Pay-Through  Notes,
Series  1993-A,  and the  parties hereto  wish to  amend the
Agreement to  identify and  segregate those  Sales Contracts
and the Lots and Intervals related thereto;<PAGE>





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

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

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

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

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

     1993-A Pledge  Agreement means that certain  Pledge and
     ------------------------
Servicing Agreement dated  as of September 28,  1993, by and
among FAC,  as Servicer,  Fairfield Funding  Corporation, as
Issuer, the 1993-A Trustee, as Trustee, and First Commercial
Mortgage  Company,  as  Standby  Servicer, relating  to  the
issuance  by  Fairfield   Funding  Corporation  of   certain
Interval  Ownership  and  Lot  Contract  Pay-Through  Notes,
Series 1993-A.

     1993-A Trust Intervals means those Intervals which give
     ----------------------
rise  to  certain  Sales  Contracts  pledged,  assigned  and
transferred  to the  1993-A Trustee  pursuant to  the 1993-A
Pledge Agreement.  The  1993-A Trust Intervals are described
on Schedule D  attached to  this Agreement and  made a  part
hereof, as amended from time to time.

     1993-A  Trustee means  First Commercial  Trust Company,
     ---------------
N.A.,  Little Rock,  Arkansas, as  trustee under  the 1993-A
Pledge Agreement.

     2.   Section 3(a) of the Agreement is hereby amended to
read as follows:

     "(a) Nominee acknowledges that notwithstanding the fact
that it will be the record  owner of the fee simple title to
the Properties, its ownership is  subject in all respects to
the provisions of this Agreement, those Mortgages identified
on  Schedule B,  and the  terms and  conditions of  the Loan
Agreements; and that  Nominee holds fee simple title  to the
Properties  for the benefit of  the parties hereto and shall
have  no equitable rights in the Properties nor any right to
the income or profits to be derived therefrom."

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

     "(e) Fairfield Funding Corporation has provided Nominee
with  a copy  of an  assignment transferring  all beneficial
interest in  the 1993-A  Trust Intervals previously  held by
FAC (and the related Sales Contracts) to the 1993-A Trustee.
FAC, as servicer under the  1993-A Pledge Agreement, or  the
1993-A  Trustee shall  provide  Nominee with  copies of  any
future  assignments  of  beneficial interest  in  the 1993-A
Trust Intervals, which assignments shall be in the form of a
certificate and  shall identify  the 1993-A  Trust Intervals
and  related   Sales  Contracts  assigned   thereby.     Any
assignment submitted to Nominee  by FAC shall be accompanied
by  an approval, in writing, of the 1993-A Trustee.  Nominee
shall  be  entitled  to   rely  upon  such  certificates  in
determining   beneficial  ownership  of   the  1993-A  Trust
Intervals."

     4.   The  first two  paragraphs  of Section  12 of  the
Agreement are hereby amended to read as follows:

     "12.  Default Under  Loan Agreements.  In the  event of
           ------------------------------
default   of  Fairfield  or  FAC   under  any  of  the  Loan
Agreements,  the related  Bank shall  notify the  Nominee in
writing of such event at such time as notice of such default
is given  to FCI or FAC,  as the case may  be, which writing
shall  identify  those  Properties   giving  rise  to  Sales
Contracts relating  to the defaulted Loan  Agreement and may
further  instruct  Nominee   that  with  respect  to   those
Properties  that Nominee  shall  act only  upon the  written
instructions of  the  related Bank  whereupon Nominee  shall
only  take action  with  respect to  the related  Properties
identified  in the  notice, notwithstanding  instructions of
FCI or FAC to the contrary, as directed by the related Bank.

     The receipt  of any notice of default shall relate only
to the specific  Loan Agreement,  and as to  all other  Loan
Agreements, Nominee  shall continue to act  upon the written
request  of Fairfield, FAC, Bank of  Boston, Agent Bank, the
1992 Purchaser or the 1993-A Trustee, as the case may be, as
to the Properties relating thereto."

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

     "Notwithstanding  anything herein  to the  contrary and
specifically notwithstanding the  provisions of Section 3(a)
hereof, the interest in the Properties related to the 1993-A
Trust  Intervals  granted  to  the 1993-A  Trustee  by  this
Agreement and the 1993-A  Pledge Agreement are hereby deemed
superior  and  senior  to  any  and  all  interests  granted
pursuant  to the Mortgages listed in Schedule B hereto.  The
parties hereto  acknowledge that Nominee holds  title to the
1993-A  Trust Intervals for the benefit of the purchasers of
the 1993-A  Trust Intervals and the  1993-A Trustee, subject
only  to  the terms  and  conditions  of the  related  Sales
Contracts and the 1993-A Pledge Agreement, respectively."


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

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

     5.   Section 16  of the Agreement is  hereby amended by
adding the following addresses thereto:

            First Commercial Trust Company, N.A.
            -----------------------------------
Holly McGaughy                      Counsel:
First Commercial Trust Company,     Heartsill Ragon, III
     National Association           Gill, Fleming & Elrod
First Comm. Building, 7th Fl.       425 W. Capitol Avenue
Little Rock, Arkansas 72201         Little   Rock,  Arkansas 72201
(501) 371-6702                      (501) 376-3800
Telecopy:  (501) 371-6610           Telecopy:    (501)  372-
3359


     6.   The Agreement is hereby amended to add as Schedule D
thereto those Sales Contracts described on Exhibit A to this
Amendment.

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

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

     9.   This  Amendment shall  be construed  in accordance
with and  governed by the laws of the State of Arkansas.  In
the  event that any clause or provision of this Amendment is
declared to be invalid, the invalidity of any such clause or
provision  shall  not  affect  the  remaining   clauses  and
provisions  of this  Amendment  which shall  remain in  full
force and effect.

     9.   This  Amendment may  be  executed in  one or  more
counterparts, all of which shall constitute one and the same
instrument.

         DATED as of the date first above written.

                              FAIRFIELD COMMUNITIES, INC.


/s/Kim Thompson               By:/s/ Robert W. Howeth                           
-------------------------        -------------------------------
Witness                       Title: Senior Vice President
                                    ----------------------------

                              FAIRFIELD MYRTLE BEACH, INC.


/s/Kim Thompson               By:/s/ Robert W. Howeth                           
------------------------         -------------------------------
Witness                       Title: Vice President
                                    ----------------------------

                              FAIRFIELD ACCEPTANCE CORPORATION


/s/Kim Thompson               By:/s/Robert W. Howeth                           
-------------------------        --------------------------------
Witness                       Title: President
                                    -----------------------------

                              LAWYERS TITLE INSURANCE CORPORATION


                              By:/s/ Michael E. Hastings                       
-------------------------        -------------------------------
Witness                       Title:National Division Manager
                                    ----------------------------

                              THE  FIRST NATIONAL BANK OF BOSTON

                              By:/s/ Robert I. Allen                           
-------------------------        -------------------------------
Witness                       Title: Vice President
                                    ----------------------------

                              THE  FIRST  NATIONAL  BANK  OF BOSTON,
                              as  agent  for a  group of lenders


                              By:/s/ Robert I. Allen                           
------------------------         ------------------------------
Witness                       Title: Vice President
                                    ---------------------------


                              FIRST COMMERCIAL TRUST COMPANY, N.A.,
                              AS 1993-A TRUSTEE


/s/Debbie DeHau               By:/s/Bonnie McKenzie                           
------------------------         -----------------------------
Witness                       Title: Trust Operations Manager
                                    --------------------------



                         EXHIBIT A


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

                   1993-A TRUST INTERVALS

                    [Information Omitted]