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

     This  Amendment 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 South Carolina corporation  and wholly-owned
subsidiary of  FCI (referred to herein  as "FMB"); Fairfield
Acceptance   Corporation,   a   Delaware   corporation   and
wholly-owned  subsidiary  of  FCI  (referred  to  herein  as
"FAC");   Lawyers  Title   Insurance  Company,   a  Virginia
corporation  (referred to  herein as  "Nominee"); The  First
National Bank of Boston, Boston, Massachusetts (referred  to
herein  as  "Bank  of  Boston"),  as  agent  and  lender  to
Fairfield  pursuant to  the  FCI Boston  Loan Agreement  (as
hereinafter  defined);  The First  National Bank  of Boston,
Boston, Massachusetts, as agent  and lender to FAC (referred
to herein as "Agent  Bank") pursuant to the FAC  Boston Loan
Agreement  (as hereinafter  defined);  and  Capital  Markets
Assurance Corporation,  a New York  stock insurance company,
as  collateral  agent  (referred   to  herein  as  "Triple-A
Collateral   Agent"),  pursuant   to  the   Triple-A  Credit
Agreement (as hereinafter  defined).  This Amendment  amends
that  certain  Westwinds  Third Amended  and  Restated Title
Clearing  Agreement  dated  as  of  November 15,   1992,  as
previously  amended  (the  "Agreement").   Unless  otherwise
defined  herein,  all  capitalized  terms  shall  have   the
meanings ascribed in the Agreement.

                    W I T N E S S E T H:

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

     WHEREAS,  FAC  has  sold  certain  Sales  Contracts  to
Fairfield  Capital  Corporation,   a  Delaware   corporation
(referred to  herein as  "FCC") pursuant  to 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  Triple-A  One  Funding
Corporation,  a Delaware corporation  (referred to herein as
"Triple-A"), pursuant to the Triple-A Credit Agreement; and

     WHEREAS,  Bank  of  Boston  and  the  Agent  Bank  have
released  or will  have  released their  lien  upon and  its
interest in the Sales Contracts and the underlying Intervals
as  a prior condition to their being pledged to the Triple-A
Collateral Agent; and

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

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

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

     Bank means,  as appropriate, Bank of  Boston, the Agent
     ----
Bank, the 1992 Purchaser, the 1993-A Trustee or the Triple-A
Collateral Agent, as applicable.

     FAC   means,   as  appropriate,   Fairfield  Acceptance
     ---
Corporation,  individually  or in  its capacity  as servicer
under  the 1993-A  Pledge Agreement  or 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, Bank of Boston and the Agent Bank, as
amended pursuant to the First Amendment to Third Amended and
Restated Revolving Credit Agreement, dated as of December 9,
1994,  between FAC and Agent Bank, and as further amended by
the Second Amendment to Third Amended and Restated Revolving
Credit  Agreement, dated  as of  December 19,  1994, between
FAC,  Bank of Boston  and the Agent Bank,  as amended and in
effect from time to time.

     FCC  means Fairfield  Capital  Corporation, 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  Bank  of  Boston,  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 Bank of Boston, as amended
and in effect from time to time.

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

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

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

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

     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, the
Triple-A Collateral Agent, L/C Bank and Triple-A relating to
loans to be made by Triple-A to FCC.

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

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

          "Except  for  those   Properties  for  which   the
     beneficial interest has  been transferred  to the  1992
     Purchase or transferred to  FFC or FCC and subsequently
     pledged   to  the  1993-A   Trustee  or   the  Triple-A
     Collateral Agent, respectively, the beneficial interest
     in all  the Properties underlying  the Sales  Contracts
     conveyed to  Nominee pursuant  to this  Agreement shall
     originally  be in  Fairfield, and  at such time  as the
     Sales Contracts are transferred  to FAC pursuant to the
     Operating  Agreement,  the beneficial  interest  in the
     Properties underlying those Sales Contracts transferred
     to  FAC shall pass to FAC with the transference of said
     Sales Contracts."

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

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

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

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

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

          "(f) FCC has  provided 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)  Bank   of
     Boston's  and the  Agent Bank's  release of  their lien
     upon and  their interest in the  Triple-A Intervals and
     the  related  Sales  Contracts, (ii)  the  transfer  of
     beneficial interest  in the Triple-A  Intervals 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 Intervals  and 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 E shall  automatically be deemed
     to be updated to include the Triple-A Intervals 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
     Intervals 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 Intervals, which assignments shall
     be in the form of a certificate and shall identify
     the Triple-A Intervals and related Sales Contracts
     assigned  thereby.    To be  effective,  any  such
     assignment  submitted to  Nominee by FAC  shall be
     accompanied  by  an approval,  in writing,  of the
     Triple-A Collateral  Agent.   Upon receipt by  the
     Nominee  of any such  certificates, (i) Schedule E
     shall  automatically be  deemed to  be updated  to
     exclude the  Triple-A  Intervals covered  by  such
     certificates,  (ii) Nominee  shall be  entitled to
     rely   upon   such  certificates   in  determining
     beneficial  ownership  of  the Triple-A  Intervals
     covered  by  such   certificates  and  (iii)   the
     beneficial  ownership  of  the Triple-A  Intervals
     covered by  such certificates shall be presumed to
     be in FCI  or FAC, as  applicable, and subject  to
     the  lien of  Bank of  Boston and  the Agent  Bank
     under the Mortgages on Schedule B."

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

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

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

           "6. Default  by  Purchaser.  Where Purchaser  has
               ----------------------
     recorded  his/her Sales Contract and Purchaser defaults
     and otherwise refuses  to reconvey  legal or  equitable
     title  to Nominee,  Nominee shall  assign  the recorded
     Sales  Contract to  FCI or FAC  (as applicable,  as the
     beneficial owners of such  recorded Sales Contract, or,
     if  applicable, as  servicer  under the  1993-A  Pledge
     Agreement  or  the   Triple-A  Credit  Agreement)   for
     foreclosure  or other  appropriate action.   Subject to
     the provisions of  Section 12 hereof, Nominee may  rely
     on the written request of FCI or FAC, as applicable, in
     regard  to  the  assignment  of  said   recorded  Sales
     Contracts."

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

          "Each  Bank  shall  indemnify  and  hold  harmless
     Nominee from  any and  all claims, demands,  actions or
     causes of  action, including all costs  and expenses of
     any  nature  that  Nominee  may  incur  in   connection
     therewith, which relate to or  arise out of any  action
     or  failure  to act  of  the Nominee,  which  action or
     inaction was  in good faith pursuant to and in reliance
     upon  written   instructions  from  such  Bank  to  the
     Nominee."

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

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

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

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

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

          "Notwithstanding anything herein  to the  contrary
     and  specifically  notwithstanding  the  provisions  of
     Section 3(a) hereof, the interest in Properties related
     to  the  Triple-A  Intervals granted  to  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 Intervals for the benefit of the purchasers of
     the  Triple-A  Intervals  and  the  Triple-A Collateral
     Agent, subject only to the terms and conditions of  the
     related  Sales   Contracts  and  the   Triple-A  Credit
     Agreement,   respectively.    The   Nominee  shall  not
     transfer,  pledge  or  assign  the  Triple-A  Intervals
     except as expressly provided  herein. The provisions of
     this paragraph, however, shall not apply to any Triple-
     A 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(f) hereof."

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

          "(c)  No  party  may  make  an  assignment of  its
     interest  in  this  Agreement  without   obtaining  the
     written consent of the other parties hereto;  provided,
     however, that to the extent permitted by the FCI Boston
     and FAC Boston Loan  Agreements and the Triple-A Credit
     Agreement,  respectively, Bank  of  Boston,  the  Agent
     Bank, and the Triple-A Collateral Agent may be replaced
     or succeeded as  a party to this  Agreement without the
     consent  of  the other  parties  hereto.   The  parties
     further agree to execute additional documents as may be
     necessary to  carry out the purposes  of this Agreement
     and protect the interests of all parties hereto."

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

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

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

          "Upon  termination, title to  the Properties shall
     be conveyed  by Nominee in accordance  with the written
     instructions  of FCI,  FAC, the  1993-A Trustee  or the
     Triple-A Collateral Agent,  as the case may be,  as the
     beneficial  owner or  the  assignee  of the  beneficial
     ownership  of such  Properties  at such  time;  except,
     however,  if Nominee  has been  notified by  a Bank  in
     writing  that  a  default  has occurred  under  a  Loan
     Agreement,  as  described more  fully in  Section 12 of
     this  Agreement, Nominee  shall  convey  title  to  the
     Properties underlying the  defaulted Loan Agreement  in
     accordance with the written instructions of the related
     Bank and first lienholder with respect thereto."

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


              The First National Bank of Boston
              ---------------------------------

                                   Counsel:
Linda J. Carter                    Marcia Robinson
The First National Bank of Boston  Bingham, Dana & Gould
115 Perimeter Center Place, N.E.   150 Federal Street
Suite 500                          Boston, Massachusetts 02106
Atlanta, Georgia  30346            (617) 951-8535
(770) 390-6500                     Telecopy:  (617) 951-8736
Telecopy:  (770)390-8434


            First Commercial Trust Company, N.A.
            ------------------------------------

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


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

885 Third Avenue, 14th Floor       Counsel:
New York, NY  10022                Marc D. Wassermann, Esq.
Attn:  Head of Exposure            Sidley & Austin
  Management                       1722 Eye Street, NW     
(212) 891-8806                     Washington, D.C. 20006
Telecopy:  (212) 755-5462          (202)736-8000     
                                   Telecopy:  (202) 736-8711


     16.  The  Agreement is  hereby amended  to  replace the
Schedule E thereto with  the Triple-A Intervals described on
Exhibit A to this Amendment.

     17.  Except as otherwise amended by this Amendment, all
provisions of the Agreement remain in full force and effect.

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

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



            [THIS SPACE LEFT BLANK INTENTIONALLY]


     DATED as of the date first above written.


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

/s/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/Sherry D. Adkison          BY:/s/Randall E. Cox    
------------------------         ----------------------------
Witness                       TITLE:  Senior Vice President


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


/s/Paula C. Anderson          BY: /s/Linda J. Carter
------------------------         ----------------------------
Witness                       TITLE: Vice President



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


/s/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






                          EXHIBIT A

                         SCHEDULE E
                         ----------
                     TRIPLE-A INTERVALS

                   GRANTED ON CLOSING DATE
           (April 10, 1995 - Previously Provided)

                    [Information Omitted]











                         ADDENDUM TO
                         -----------
                         SCHEDULE E
                         ----------
                     TRIPLE-A INTERVALS

            GRANTED ON EFFECTIVE RESTATEMENT DATE
                    (September 17, 1996)

                    [Information Omitted]