AMENDMENT NO. 1 TO
                          AGREEMENT AND PLAN OF MERGER

     THIS  AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER is entered into as of
October  31, 1997 (this  "Amendment"),  among  FAIRFIELD  COMMUNITIES,  INC.,  a
Delaware  corporation  ("Fairfield"),  FA, Inc., an Arkansas  corporation  and a
wholly owned subsidiary of Fairfield ("Merger Sub"),  FLEMISTER FAMILY,  LLC, an
Arkansas  limited  liability  company  ("LLC"),   CARL  FLEMISTER,   C.  WENDELL
FLEMISTER, JR. and APEX MARKETING, INC., and Arkansas corporation ("Apex").

     WHEREAS,  Fairfield,  Merger Sub, Carl Flemister, C. Wendell Flemister, Jr.
and Apex are parties to that  certain  Agreement  and Plan of Merger dated as of
October 22, 1997 (the "Merger Agreement"); and

     WHEREAS,  the parties desire to amend the Merger  Agreement to reflect that
LLC is a  shareholder  of  Apex  and to  include  LLC as a party  to the  Merger
Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  representations,  warranties,
covenants and agreements  contained in this Amendment,  the parties hereto agree
as follows:

1.   The  second  recital to the Merger  Agreement  is hereby  amended in its
     entirety as follows:
 
          WHEREAS, LLC and C. Wendell Flemister, Jr. hold all of the outstanding
     capital  stock of Apex and Carl  Flemister  formerly held shares of capital
     stock of Apex  (collectively,  LLC,  C.  Wendell  Flemister,  Jr.  and Carl
     Flemister   are   referred  to  as  the   "Shareholders"   and  each  as  a
     "Shareholder");

2.       The following Section 3.2(u) is hereby added to the Merger Agreement:

          (u) No Transfers.  Other than pursuant to the Merger Agreement and the
              -- ----------
          transfer of 450 shares of Apex Common Stock from Carl Flemister to LLC
          on or about January 2, 1996, none of the  Shareholders has transferred
          or entered  into any  agreement  to transfer any shares of Apex Common
          Stock to any person or entity.

3.        The  following  Sections  3.3(d)  and (e) are  hereby  added to the
          Merger Agreement:

          (d)  Organization.  LLC is a limited liability company duly organized,
               -------------
          validly  existing and in good standing  under the laws of the State of
          Arkansas.

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          (e)  Transfer  of shares  The  transfer  of 450 shares of Apex Common
               --------  -- -------
          Stock from Carl  Flemister to LLC on or about  January 2, 1996 was not
          made in contemplation of effecting the Merger.

4.        Section  6.5(a)(iii)  of the Merger  Agreement is hereby amended in
          its entirety as follows,  and the following Section 6.5(a)(iv) and (v)
          are hereby added to the Merger Agreement:

          (iii) the Escrow Agreement,  executed by LLC and C. Wendell Flemister,
                Jr.:

          (iv) a copy of the  resolutions  of LLC approving the Merger and other
               transactions  contemplated  under  this  Agreement,   certified  
               by an appropriate officer of LLC; and

          (v)  an opinion of  counsel to LLC  stating  that (1) LLC is a limited
               liability  company duly organized,  validly  existing and in good
               standing  under  the laws of the State of  Arkansas  and has full
               power to own its  properties,  (2) all  transfers of interests in
               the LLC have been  properly made and the names of all person with
               ownership  interest  in the LLC with their  respective  ownership
               interests  set forth beside each name are set forth on a schedule
               to the opinion and (3) the  execution  and delivery of the Merger
               Agreement   and  all  documents   and   agreements   contemplated
               thereunder and the consummation of the transactions  contemplated
               thereunder  by LLC,  has been duly  authorized  by all  necessary
               action and the Agreement has been duly executed and delivered and
               constitutes the valid and binding agreement of LLC enforceable in
               accordance with its terms.

5.   The following  hereby added to Section 8.2(b) of the Merger Agreement after
     the line "Maumelle, Arkansas 72113":

                  Flemister Family, LLC
                  2920 Justin Matthews Drive
                  North Little Rock, AR 72116
                  Attention:  President

6.   The  following  sentences are hereby added to the end of Section 8.4 of the
     Merger Agreement:

     Pronouns  referring  to one  gender  shall be  deemed to refer to any other
     gender  (including  neutral) or genders where the context so requires.  The
     singular  shall  include  the plural and vice  versa,  where the context so
     requires.

7.   All terms with initial  capital  letters in this  Amendment  shall have the
     same meaning as set forth in the Merger Agreement unless otherwise  defined
     herein or unless the context requires otherwise.

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8.   Each of Apex, Carl Flemister,  C. Wendell Flemister,  Jr. and LLC represent
     and warrant that C. Wendell Flemister,  Jr. and LLC are the sole beneficial
     and record owners of Apex Common Stock and there are no other beneficial or
     record owners of Apex Common Stock.

9.   Carl  Flemister  represents  and  warrants  that  he is a  Manager  and  an
     authorized officer of LLC and that he is duly authorized by LLC to take all
     actions on behalf of LLC  necessary to execute and deliver  this  Amendment
     and to consummate the transactions contemplated under the Merger Agreement.

10.  LLC  agrees  to  be  bound  by  the   representations   and  warranties  of
     Shareholders set forth in the Merger Agreement and hereby confirms accuracy
     of such  representations  and  warranties,  and Apex, Carl Flemister and C.
     Wendell  Flemister,  Jr. hereby reconfirm their respective  representations
     and warranties set forth in the Merger Agreement.

11.  LLC agrees to be bound by all of the terms and  conditions  applicable to a
     Shareholder in the Merger  Agreement as if LLC had originally  executed and
     delivered the Merger Agreement.

12.  This  Amendment may be executed in one or more  counterparts,  all of which
     shall be considered one and the same  agreement and shall become  effective
     when one or more  counterparts  have been signed by each of the parties and
     delivered to the other parties.

13.  Except  as  expressly  amended  by this  Agreement,  the  Merger  Agreement
     continues in full force and effect.

14.  This amendment shall be governed by, and construed in accordance  with, the
     laws of the State of Arkansas,  regardless of the laws that might otherwise
     govern under applicable principles of conflicts of laws thereof.

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          IN WITNESS  WHEREOF,  Fairfield,  Merger Sub, Apex and LLC have caused
     this  Amendment to be signed by their  respective  officers  thereunto duly
     authorized  and Carl  Flemister and C. Wendell  Flemister,  Jr. have signed
     this Amendment, all as of the date first written above.

                                       FAIRFIELD COMMUNITIES, INC.

                                       By:  /s/Clayton G. Gring, Sr.
                                          -------------------------------
                                               Clayton G. Gring, Sr.
                                               Senior Vice President

                                       FA, INC.

                                       By:  /s/Clayton G. Gring, Sr.
                                          -------------------------------
                                               Clayton G. Gring, Sr.
                                               President

                                       APEX MARKETING, INC.

                                       By:  /s/ C. Wendell Flemister, Jr.
                                          -------------------------------
                                                C. Wendell Flemister, Jr.
                                                President

                                           /s/ Carl Flemister
                                          -------------------------------
                                               Carl Flemister

                                           /s/C. Wendell Flemister, Jr.
                                          -------------------------------
                                              C. Wendell Flemister, Jr.

                                        FLEMISTER FLAMILY, LLC

                                        By: /s/ Carl W. Flemister
                                           ------------------------------
                                                Carl W. Flemister
                                                President