Exhibit 10.152
Resort Finance/Bluegreen
Vacations Unlimited, Inc.
01/07/05

This Instrument Prepared by
(with the assistance of Florida
counsel and after recording,
please mail to):
Helmut E. Gerlach
Baker & McKenzie LLP
130 East Randolph Drive,
Suite 3600
Chicago, Illinois 60601

        CONSTRUCTION MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT

      THIS CONSTRUCTION  MORTGAGE,  SECURITY  AGREEMENT AND FINANCING  STATEMENT
("Mortgage"),  dated as of January 10,  2005,  made and  executed  by  BLUEGREEN
VACATIONS  UNLIMITED,  INC.,  a Florida  corporation  ("Borrower"),  in favor of
RESORT FINANCE LLC, a Massachusetts limited liability company ("Mortgagee");

                                   WITNESSETH:

      WHEREAS  by  reason  of that  certain  loan  (the  "Loan")  being  made by
Mortgagee  pursuant to that  certain  Loan  Agreement  dated even date  herewith
between Borrower and Mortgagee (the "Loan  Agreement"),  the provisions of which
are incorporated herein by reference and made a part hereof,  Borrower is justly
indebted  to  Mortgagee  up to the  principal  sum of Fifty  Million  and No/100
Dollars  ($50,000,000.00),  as  evidenced  by a revolving  promissory  note (the
"Note") executed on behalf of Borrower,  and bearing interest (the rate of which
may change from time to time if, as, and when the LIBOR rate,  as defined in the
Note, changes) and repayable on the terms set forth in the Note, and which shall
be due and payable in full on the Maturity  Date (as that term is defined in the
Note,  as the  same  may  be  accelerated  pursuant  to the  terms  of the  Loan
Agreement,  whereby Borrower promises to pay the aforesaid  principal sum, or so
much  thereof as shall from time to time be  disbursed  to or for the benefit of
Borrower,  pursuant  to the  Loan  Agreement.  Notwithstanding  anything  to the
contrary contained herein, Mortgagee agrees to limit its right of recovery under
this  Mortgage  for  repayment  of  principal  to  Fourteen  Million Six Hundred
Sixty-Two  Thousand Five Hundred Forty-Two and No/100 Dollars  ($14,662,542.00).
Accordingly,  documentary  stamp tax and intangible  taxes are calculated  based
upon the principal  amount of Fourteen  Million Six Hundred  Sixty-Two  Thousand
Five Hundred Forty-Two and No/100 Dollars ($14,662,542.00);


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      NOW,  THEREFORE,  in order  to  secure  the  payment  of the  indebtedness
evidenced  by the  Note  and  the  payment  of all  amounts  due  under  and the
performance  and  observance of all covenants and  conditions  contained in this
Mortgage,  the Note, the Loan Agreement,  any and all other mortgages,  security
agreements,  assignment of leases and rents,  guaranties,  indemnity agreements,
letters of credit  and any other  documents  and  instruments  now or  hereafter
executed  by Borrower to evidence or secure the payment of all or any portion of
the indebtedness under the Note and any and all renewals, extensions, amendments
and  replacements  of this Mortgage,  the Note and any such other  documents and
instruments  (the Note, this Mortgage,  such other documents and instruments now
or  hereafter  executed and  delivered by Borrower to Mortgagee  pursuant to the
Loan  Agreement in connection  with the loan  evidenced by the Note, and any and
all amendments,  renewals, extensions and replacements hereof and thereof, being
sometimes   herein  referred  to  collectively  as  the  "Loan   Documents"  and
individually as a "Loan Document",  and all indebtedness and liabilities secured
hereby being  hereinafter  sometimes  referred to as "Borrower's  Liabilities"),
Borrower  does  hereby  mortgage,  assign,  pledge  and  collaterally  assign to
Mortgagee all of Borrower's right, title and interest,  if any, in, to and under
the following  described  property,  subject to the terms and conditions  herein
specified:

      (A) The land  legally  described  in Exhibit A attached  hereto and made a
part hereof (the "Land");

      (B) All and whatever right,  title and interest Borrower has in and to all
buildings  constructed (or being  constructed) on the Land (the "Buildings") and
all other  structures,  improvements and fixtures of every kind or nature now or
hereafter  situated  on the  Land,  and all  machinery,  appliances,  equipment,
furniture and all other personal  property of every kind or nature located in or
on, or attached to, or used or intended to be used in  connection  with, or with
the operation of, the Land, buildings, structures,  improvements or fixtures now
or hereafter  located or to be located on the Land,  or in  connection  with any
construction  being  conducted  or  which  may be  conducted  thereon,  and  all
extensions,  additions,  improvements,  substitutions and replacements to any of
the foregoing (collectively, the "Improvements");

      (C) All building  materials and goods which are procured or to be procured
for  use on or in  connection  with  the  Improvements  or the  construction  of
additional  Improvements,  whether  or not such  materials  and goods  have been
delivered to the Land ("Materials");

      (D) To the extent  assignable  without the consent of another party,  all:
(i) unexpired claims, warranties, guaranties and sureties in connection with the
construction,  furnishing and equipping of the Mortgaged  Property  (hereinafter
defined), (ii) all plans,  specifications,  architectural renderings,  drawings,
(iii)  licenses,  permits,  certificates  of occupancy,  (iv) soil test reports,
other  reports of  examinations  or  analyses  of the Land,  Buildings  or other
Improvements, (v) contracts for services to be rendered to Borrower or otherwise
in  connection  with the  Improvements,  (vi)  all  other  property,  contracts,
including,  without  limitation,  general  contracts,  subcontracts and material
supply  contracts  relating  to the  construction  of the  Buildings  and  other
Improvements relating thereto, including tenant improvements, reports, proposals
and other  materials in any way relating to the Land or the  Improvements or the
construction  of  additional  Improvements,  (vii) any and all other  intangible
property used solely in connection with or otherwise related to the acquisition,
development, and marketing of the Mortgaged Property, and


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<PAGE>

(viii)  all trade  styles,  trademarks  and  service  marks  used in  connection
therewith  (other than the name  Bluegreen  or  Bluegreen  Vacation  Club or any
variation thereof);

      (E) All easements,  including, but not limited to, all easements and other
rights for the benefit of, and running with, the Land, tenements, rights-of-way,
vaults,  gores of land, streets,  ways, alleys,  passages,  sewer rights,  water
courses,  water  rights  and  powers  and  appurtenances  in any way  belonging,
relating or appertaining to any of the Land or Improvements,  or which hereafter
shall in any way belong, relate or be appurtenant thereto,  whether now owned or
hereafter acquired ("Appurtenances");

      (F) To the extent payable to Mortgagee hereunder, all judgments, insurance
proceeds,  awards of damages and settlements which may result from any damage to
all or any  portion  of the  Land,  Improvements  or  Appurtenances  or any part
thereof or to any rights appurtenant thereto;

      (G) To the  extent  payable  to  Mortgagee  hereunder,  all  compensation,
awards,  damages,  claims, rights of action and proceeds of or on account of (i)
any damage or taking,  pursuant  to the power of  eminent  domain,  of the Land,
Improvements,  Appurtenances  or  Materials  or any  part  thereof,  or (ii) the
alteration of the grade of any street or highway  abutting the Land, and, except
as otherwise  provided  herein,  Mortgagee is hereby  authorized  to collect and
receive said awards and proceeds  and to give proper  receipts and  acquittances
therefor and, except as otherwise  provided herein, to apply the same toward the
payment of the indebtedness and other sums secured hereby;

      (H) All  contract  rights,  general  intangibles,  actions  and  rights in
action,  including,  without  limitation,  to the extent  payable  to  Mortgagee
hereunder all rights to insurance proceeds and unearned premiums arising from or
relating to damage to the Land, Improvements, Appurtenances or Materials;

      (I)  All  proceeds,  products,  replacements,   additions,  substitutions,
renewals  and  accessions  of and to the Land,  Improvements,  Appurtenances  or
Materials;

      (J) All rents, issues, profits, income and other benefits now or hereafter
arising  from or in  respect of the Land,  Improvements  or  Appurtenances  (the
"Rents"),  it being  intended  that this  granting  clause shall  constitute  an
absolute and present  assignment  of the Rents pledged on a parity with the Land
and Improvements and not secondarily;

      (K) Any and all leases,  licenses and other  occupancy  agreements  now or
hereafter affecting the Land, Improvements, or Appurtenances,  together with all
security therefor and guaranties thereof and all monies payable thereunder,  and
all books and records owned by Borrower which contain  evidence of payments made
under the leases and all security given therefor, (collectively, the "Leases");

      (L) Any and all after-acquired right, title or interest of Borrower in and
to any of the property described in the preceding granting clauses; and


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      (M) To the extent  payable to Mortgagee  hereunder,  the proceeds from the
sale,  transfer,  pledge  or  other  disposition  of any or all of the  property
described in the preceding grant clauses;

(All of the property described in the preceding granting clauses (A) through (M)
in this granting  paragraph,  together with all real and personal,  tangible and
intangible  property  pledged  in,  or to  which a  security  interest  attached
pursuant  to, any of the Loan  Documents,  being  sometimes  referred  to herein
collectively as the "Mortgaged Property");

      TO HAVE AND TO HOLD the same unto the  Mortgagee  and its  successors  and
assigns forever, for the purposes and uses herein set forth subject, however, to
the Permitted Encumbrances (as hereinafter defined);

      PROVIDED,  HOWEVER,  that if the Borrower  shall pay the principal and all
interest as provided in the Note,  and shall pay all other sums herein  provided
for, or secured hereby,  then this Mortgage shall be released  without charge to
the  Borrower,  and Mortgagee  shall  execute any and all  documents  reasonably
requested  by  Mortgagor,  in  recordable  form  to so  evidence  such  release,
otherwise to remain in full force and effect.

      BORROWER FURTHER COVENANTS and agrees as follows:

                                        I
                    COVENANTS, WARRANTIES AND REPRESENTATIONS

      1.1 Performance  under Note,  Mortgage and other Loan Documents.  Borrower
shall  perform,  observe and comply with or cause to be performed,  observed and
complied with in a complete and timely manner all  provisions  hereof and of the
Note,  every other Loan  Document,  and will promptly pay or cause to be paid to
Mortgagee  when due the  principal  with  interest  thereon  and all other  sums
required to be paid by Borrower  pursuant to the Note, this Mortgage,  and every
other Loan Document.  For purposes herein project  related  documents shall mean
the Plans and Specifications, Project Commitment and Project Documents ("Project
Related Documents).

      1.2  Compliance  with Laws,  Insurance  and Other  Requirements.  Borrower
covenants that the Land and the  Improvements  and the use thereof  shall,  upon
completion thereof, comply with, and will during the full term of this Mortgage,
subject to the right to contest in accordance with the  penultimate  sentence of
this Section 1.2, continue to comply with, all applicable restrictive covenants,
zoning  and  subdivision  ordinances  and  building  codes,  licenses,   health,
Environmental Laws (as hereinafter  defined),  and civil rights laws (including,
but  not  limited  to,  The  Americans  With  Disabilities  Act  of  1990),  and
regulations and all other  applicable laws,  ordinances,  rules and regulations,
and shall observe and comply with all conditions and  requirements  necessary to
maintain in force the  insurance  required  under  Section  1.6  hereof,  and to
preserve and extend any and all rights,  licenses,  permits (including,  but not
limited to, zoning  variances,  special  exceptions,  and  nonconforming  uses),
privileges,  franchises,  and concessions  which are applicable to the Mortgaged
Property and necessary for the operation of the Mortgaged Property as then being
operated  or which  have  been  granted  to or  contracted  for by  Borrower  in
connection  with any existing or  presently  contemplated  use of the  Mortgaged


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Property.  In the event that any building or other  improvement on the Mortgaged
Property  must be  altered  or removed  to enable  Borrower  to comply  with the
foregoing  provisions of this Section 1.2,  Borrower shall not commence any such
alterations or removals without  Mortgagee's prior approval of the need therefor
and  the  plans  and  specifications  pertaining  thereto  excepting  only  such
alterations  or  removals  as may be required  urgently  in  connection  with an
emergency affecting the Mortgaged Property, with respect to which Borrower shall
do what is reasonably  required  under the  circumstances  and notify  Mortgagee
thereof  promptly   thereafter.   After  such  approval,   which  shall  not  be
unreasonably withheld or delayed,  Borrower, at its sole cost and expense, shall
effect the alterations or removal so required and approved by Mortgagee.  Except
as  otherwise   contemplated  under  the  Project  Related  Documents  and  Loan
Documents,  Borrower  shall not by act or omission  permit any building or other
improvement on land not subject to the lien of this Mortgage to rely on the Land
or any part  thereof  or any  interest  therein  to  fulfill  any  municipal  or
governmental  requirement,  and Borrower hereby assigns to Mortgagee any and all
rights  to give  consent  for all or any  portion  of the  Land or any  interest
therein to be so used.  Similarly,  no Building or other Improvement on the Land
shall rely on any land not subject to the lien of this  Mortgage or any interest
therein  to  fulfill  any  governmental  or  municipal  requirement,  except  as
contemplated  by the Project  Related  Documents  and OE  Agreement.  Any act or
omission by Borrower  which would result in a violation of any of the provisions
of this Section 1.2 shall be void. If any federal,  state or other  governmental
body or any court  issues any notice or order to the effect  that the  Mortgaged
Property  or any part  thereof  is not in  compliance  with  any such  covenant,
ordinance,  code, law or regulation,  Borrower will promptly  provide  Mortgagee
with a copy of such notice or order and will immediately commence and diligently
perform all such  actions as are  necessary  to comply  therewith  or  otherwise
correct  such  non-compliance.  Borrower  may  in  good  faith,  by  appropriate
proceedings  timely  commenced and thereafter  diligently  pursued,  contest the
validity or applicability of any such notice or order of  non-compliance  or the
underlying covenant, ordinance, code, law or regulation; provided, that Borrower
complies with all  applicable  laws with respect to any such  contest.  Borrower
agrees, with respect to the construction,  operation and leasing of the Land and
Improvements, that persons otherwise entitled to any right, benefit, facility or
privilege shall not be denied such right, benefit,  facility or privilege in any
manner or for any  purpose  nor be  discriminated  against on the basis of race,
religion,  marital  status,  age,  color,  sex,  disability,  national origin or
ancestry.

      1.3 Taxes, Assessments and Other Charges.  Borrower shall pay, or cause to
be paid by the party responsible therefor under any Lease, promptly when due all
taxes,  assessments,  rates, dues, charges,  fees, levies,  fines,  impositions,
liabilities,  obligations,  liens  and  encumbrances  of every  kind and  nature
whatsoever  now or  hereafter  imposed,  levied or assessed  upon or against the
Mortgaged  Property or any part  thereof,  or upon or against  this  Mortgage or
Borrower's  Liabilities  or upon or against  the  interest of  Mortgagee  in the
Mortgaged  Property,  as well as all taxes,  assessments and other  governmental
charges levied and imposed by the United States of America or any state, county,
municipality  or other  taxing  authority  upon or in respect  of the  Mortgaged
Property or any part thereof.  Upon Mortgagee's request,  Borrower will promptly
file, if it has not  theretofore  filed,  such  petition,  application  or other
instrument as is necessary to cause the Land and  Improvements  to be taxed as a
separate parcel or parcels which include no property not a part of the Mortgaged
Property.  Subject to the  provisions  of Section  1.4  hereof,  nothing in this
Section 1.3 shall  require  Borrower to pay any income,  franchise or excise tax
imposed upon Mortgagee. Borrower shall pay when due all charges incurred for the


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benefit of the Mortgaged  Property  (and not charged  directly to tenants of the
Mortgaged  Property) for utilities,  such as, but not limited to, energy,  fuel,
gas, electricity, water, sewer, and garbage removal, whether or not such charges
are liens against the Mortgaged Property.

      1.4 Taxes Affecting Mortgagee's  Interest. If any state, federal,  county,
municipal or other  governmental law, order,  rule or regulation,  which becomes
effective  subsequent  to the date  hereof,  in any manner  changes or  modifies
existing laws governing the taxation of mortgages or debts secured by mortgages,
or the manner of collecting  taxes, so as to impose on Mortgagee a tax by reason
of  its  ownership  of any or all of  the  Loan  Documents  or  measured  by the
principal  amount of the Note, or which requires or has the practical  effect of
requiring  Mortgagee  to pay any  portion  of the real  estate  taxes  levied in
respect of the  Mortgaged  Property or to pay any tax levied in whole or in part
in substitution for real estate taxes,  Borrower's  Liabilities and all interest
accrued  thereon shall,  upon one hundred eighty (180) days' notice,  become due
and payable  forthwith  at the option of  Mortgagee,  whether or not there shall
have  occurred  an Event of  Default,  but  without  any  prepayment  premium or
penalty, provided,  however, that, if Borrower may, without violating or causing
a violation of such law, order, rule or regulation, pay such taxes or other sums
as are necessary to eliminate  such adverse  effect upon the rights of Mortgagee
and does pay such  taxes or other  sums when due,  Mortgagee  shall not elect to
declare due  Borrower's  Liabilities by reason of the provisions of this Section
1.4.

      1.5  Mechanics'  and Other Liens.  Borrower shall not permit or suffer any
mechanic's, laborer's, materialman's, commercial real estate broker's, statutory
or other lien or encumbrance  (other than any lien for taxes and assessments not
yet due) to be  perfected  upon or against the  Mortgaged  Property,  except for
matters approved in writing by Mortgagee.

      1.6 Insurance  Required.  Borrower shall,  at its sole expense,  obtain or
cause to be obtained and maintain for the benefit of Mortgagee, until Borrower's
Liabilities are paid in full, the insurance specified in the Loan Agreement.  In
the event of the  foreclosure of this Mortgage or any other transfer of title to
the  Mortgaged   Property  in  full  or  partial   satisfaction   of  Borrower's
Liabilities,  all right,  title and interest of Borrower in and to all insurance
policies  and  renewals  thereof  then in force shall pass to the  purchaser  or
grantee.

      1.7 Claims under Casualty Insurance.  In the event of loss to or affecting
the  Mortgaged  Property  in an amount  likely to  exceed  Twenty-Five  Thousand
Dollars ($25,000.00),  Borrower will give immediate notice thereof to Mortgagee,
and Mortgagee may make proof of loss if not made promptly by Borrower (for which
purpose Borrower hereby irrevocably appoints Mortgagee as its attorney-in-fact).
Except as  otherwise  provided in the Project  Related  Documents,  Mortgagee is
hereby authorized, if, at the time of such occurrence an Event of Default exists
and Mortgagee so elects by giving  Borrower  notice  thereof  within thirty (30)
days  after  being  notified  of such  loss,  to  process,  enforce,  adjust  or
compromise  claims of any loss under any insurance  policies covering or related
to the Mortgaged Property,  and if Mortgagee is not so authorized or does not so
elect,  Borrower shall do so,  subject to  Mortgagee's  right of approval of any
proposed  settlement of any such claim which shall not be unreasonably  withheld
or delayed.  Each  insurance  company is hereby  authorized and directed to make
payment  of  all  such  loss  proceeds  in  excess  of  Fifty  Thousand  Dollars
($50,000.00)  directly to Mortgagee  alone.  After deducting from such insurance
proceeds any expenses  incurred by Mortgagee in the  collection  and  settlement
thereof,  including without limitation reasonable attorneys' and


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adjusters' fees and charges, Mortgagee shall apply the net proceeds as specified
in Section 1.9 hereof.  Mortgagee  shall not be  responsible  for any failure to
collect any insurance  proceeds due under the terms of any policy  regardless of
the  cause of such  failure  except in the event of  Mortgagee's  negligence  or
willful misconduct.

      1.8  Condemnation  Awards.  Except as  otherwise  provided  in the Project
Related  Documents,  Mortgagee  shall be entitled to all  compensation,  awards,
damages,  claims,  rights of action and  proceeds  of, or on account of, (i) any
damage or taking,  pursuant  to the power of eminent  domain,  of the  Mortgaged
Property or any part thereof, (ii) damage to the Mortgaged Property by reason of
the taking, pursuant to the power of eminent domain, of other property, or (iii)
the  alteration  of the grade of any street or highway on or about the Mortgaged
Property.  Mortgagee is hereby authorized,  if at the time of such occurrence an
Event of Default  exists and  Mortgagee so elects,  to  commence,  appear in and
prosecute in its own or Borrower's name any action or proceeding relating to any
such compensation, awards, damages, claims, rights of action and proceeds and to
settle or compromise  any claim in connection  therewith,  and if Mortgagee does
not so elect,  Borrower shall do so, subject to Mortgagee's right of approval of
any proposed settlement of any such claim.  Borrower hereby irrevocably appoints
Mortgagee as its  attorney-in-fact  for the purposes set forth in the  preceding
sentence.  Mortgagee after deducting from such  compensation,  awards,  damages,
claims,  rights of action and proceeds all its  expenses,  including  reasonable
attorneys'  fees,  shall  apply such net  proceeds as  specified  in Section 1.9
hereof.  Borrower agrees to execute such further assignments of any compensation
awards,  damages,  claims,  rights of  action  and  proceeds  as  Mortgagee  may
reasonably require.

      1.9  Proceeds  of  Insurance  and  Eminent  Domain.  Except  as  otherwise
specified in the Project Related Documents,  and at Mortgagee's  election, to be
exercised  by  written  notice  to  Borrower  within  ten  (10)  days  following
Mortgagee's  receipt  in  cash  or the  equivalent  thereof  of  such  insurance
proceeds,  awards or other  compensation  as  described  in Sections 1.7 and 1.8
hereof (hereinafter generically referred to as "Proceeds"), the entire amount of
said  Proceeds  shall either (i) be applied to  Borrower's  Liabilities  in such
order and manner as  Mortgagee  may elect,  except that this option shall not be
exercised (A) with respect to any restoration  reasonably estimated to cost less
than  one  hundred  thousand  dollars  ($100,000.00),  or (B) if the  conditions
specified in the next sentence are satisfied, or (C) if such Proceeds pertain to
damage to  Improvements  subject to or governed  by any of the  Project  Related
Documents  or the Loan  Document,  or any other  Lease and  Borrower  is legally
obligated  under  the  applicable  agreement  pertaining  thereto  to make  such
Proceeds  available for restoration of the subject  Improvements or (ii) be made
available to Borrower on the terms and  conditions set forth in this Section 1.9
to finance the cost of restoration or repair of the Mortgaged  Property with any
excess to be applied to Borrower's  Liabilities.  The conditions  referred to in
clause (B) in the  preceding  sentence are as follows:  (i) Borrower  shall have
submitted to  Mortgagee  evidence  reasonably  satisfactory  to  Mortgagee  that
complete restoration of the Mortgaged Property (or the portion thereof remaining
in the event the Proceeds result from a condemnation) (A) can be completed on or
before the Maturity Date, and (B) at a total cost not in excess of the amount of
Proceeds  available  for such  restoration,  or, if a  deficiency  shall  exist,
Borrower  shall have  deposited  the amount of such  deficiency  with  Mortgagee
(which  evidence  shall  include  a  certificate  of  an  architect   reasonably
acceptable   to  Mortgagee   pertaining  to  time  and  cost  to  complete  such
restoration),  (ii)  none of the  Project  Related  Documents  shall  have  been
terminated as a result of such casualty or taking, or be terminable by any party
thereto so long as Borrower is in the process of restoring the


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Mortgaged  Property,  and (iii) if the  Proceeds  result  from a taking  through
condemnation of a portion of the Mortgaged Property,  the portion remaining,  if
any, shall, in Mortgagee's  reasonable judgment, be capable of being restored to
an  economically  viable  property  having the same use as existed prior to such
taking.  If Mortgagee elects,  or is obligated,  to make Proceeds  available for
restoration,  the amount  thereof  which is to be made so available to Borrower,
together  with  any  deposits  made  by  Borrower  hereunder,  shall  be held by
Mortgagee,  or such other party as designated  by Mortgagee,  to be disbursed to
pay the cost of repair or restoration either, at Mortgagee's option, to Borrower
or  directly  to  contractors  and other  persons  entitled  to  payment  all in
accordance   with  and  subject  to  such  conditions  to  disbursement  as  are
substantially  the same as those specified in the Loan Agreement with respect to
disbursement of Loan proceeds.  Mortgagee or such other depository may commingle
any such  Proceeds  held by it with  its  other  general  funds.  Mortgagee,  at
Borrower's  written request,  shall invest or authorize such other depository to
invest such  Proceeds in a money market (or then  comparable)  interest  bearing
account, or at Mortgagee's  election,  short term obligations of, or insured by,
the  United  States of  America,  the income  from  which,  less any  reasonable
investment  charges,  shall be added to such  Proceeds and reported as income to
Borrower,  and otherwise  neither  Mortgagee nor such other  depository shall be
obligated to pay interest in respect of any such  Proceeds held by it, and in no
event  shall  Borrower  be  entitled  to a  credit  against  any  of  Borrower's
Liabilities  except and to the extent the funds are applied thereto  pursuant to
this Section 1.9. The net proceeds of business interruption and rental insurance
shall be paid to  Mortgagee  for  interest  payments  as and when due and  shall
otherwise  be paid to  Mortgagor.  Notwithstanding  any other  provision of this
Section  1.9,  if an Event of  Default  shall  be  existing  at the time of such
casualty,  taking or other  event or if an Event of Default  occurs  thereafter,
Mortgagee  shall have the right to apply  immediately  all  insurance  proceeds,
awards or  compensation  to the payment of Borrower's  Liabilities in such order
and manner as Mortgagee  may  determine.  Mortgagee  shall have the right at all
times to apply  such net  proceeds  to the cure of any Event of  Default  or the
performance of any obligations of Borrower under the Loan Documents.

      1.10 Tax and Insurance  Deposits.  Borrower  shall, in order to secure the
performance and discharge of Borrower's  obligations  under Sections 1.3 and 1.6
hereof, but not in lieu of such performance, deposit with Mortgagee on the first
day of each calendar month  throughout the term of this Mortgage,  deposits,  in
amounts set by Mortgagee  from time to time by written  notice to  Borrower,  in
order to accumulate  funds  sufficient to permit  Mortgagee to pay all annual ad
valorem taxes,  assessments and charges of the nature described in said Sections
1.3 and 1.6 hereof at least thirty (30) days prior to the date or dates on which
they shall become delinquent,  or due and payable,  as the case may be. Borrower
shall procure and deliver to Mortgagee  when issued all  statements or bills for
such obligations.  Upon demand by Mortgagee, Borrower shall deliver to Mortgagee
such  additional  monies as are  required  to satisfy  any  deficiencies  in the
amounts  necessary  to  enable  Mortgagee  to pay such  taxes,  assessments  and
insurance charges thirty (30) days prior to the date they become delinquent,  or
due and payable, as the case may be. Mortgagee shall pay such taxes, assessments
and  insurance  charges as they become due to the extent of the funds on deposit
with  Mortgagee  from  time to time  and  provided  Borrower  has  delivered  to
Mortgagee  the  statements  or bills  therefor.  In  making  any such  payments,
Mortgagee  shall be  entitled  to rely on any bill issued in respect of any such
taxes,  assessments or charges without  inquiry into the validity,  propriety or
amount  thereof and whether  delivered  to  Mortgagee  by Borrower or  otherwise
obtained by Mortgagee. Any deposits received pursuant to this Section 1.10 shall
not be, nor be deemed to be, trust funds, but may be commingled with the


                                       8
<PAGE>

general  funds of  Mortgagee  and  Mortgagee  shall  have no  obligation  to pay
interest on amounts  deposited with Mortgagee  pursuant to this Section 1.10. If
any Event of Default  occurs any part or all of the  amounts  then on deposit or
thereafter  deposited with Mortgagee  under this Section 1.10 may at Mortgagee's
option  be  applied  to  payment  of  Borrower's  Liabilities  in such  order as
Mortgagee may determine.  Upon  assignment of this  Mortgage,  any funds on hand
with  Mortgagee,  pursuant  to this  Section  1.10,  shall be turned over to the
assignee and,  provided the assignee shall assume  Mortgagee's  responsibilities
with respect to such funds, any responsibility of Mortgagee with respect to such
funds shall  terminate.  As of the date  hereof,  Mortgagee  has  suspended  the
application  of this Section 1.10,  however,  Mortgagee may later  reinstate and
suspend, the application of this Section 1.10 as often as it may determine,  and
unless and until  Mortgagee  notifies  Borrower that  Mortgagee has  determined,
based on what Mortgagee  considers,  in good faith,  to be a materially  adverse
change in the  financial  condition of Borrower or the  Mortgaged  Property,  to
reinstate said  requirement,  the same shall be deemed so suspended by Mortgagee
as aforesaid.

      1.11  Preservation,  Restoration and Use of Mortgaged  Property.  Borrower
shall  complete,  within a  reasonable  time but in all  events  not later  than
twenty-four (24) months from the date hereof, any building or buildings or other
improvements now or at any time in the process of being  constructed by Borrower
upon the Land.  No building or other  improvement  on the Land shall  (except as
required by law) be altered  (except as otherwise  required or  permitted  under
Leases made in accordance  with Section 1.16 hereof and except for  alterations,
the  aggregate  cost of which  does not  exceed  One  Hundred  Thousand  Dollars
($100,000.00)),  removed, or demolished nor shall any fixtures or appliances on,
in or  about  said  buildings  or  Improvements  be  severed,  removed,  sold or
mortgaged,  without the prior written consent of Mortgagee,  and in the event of
the  demolition  or  destruction  in  whole  or in part of any of the  fixtures,
chattels,  or articles of personal  property  covered  hereby or by any separate
security  agreement  given in conjunction  herewith,  the same shall be replaced
promptly by similar  fixtures,  chattels,  and articles of personal  property at
least equal in quality and condition to those  replaced,  free from any security
interest in or  encumbrances  thereon or  reservation of title thereto except to
the extent otherwise authorized under the Loan Agreement.  If all or any part of
the Mortgaged  Property  shall be damaged or destroyed by fire or other casualty
or shall be damaged or taken through the exercise of the power of eminent domain
or other cause described in Section 1.8 hereof, Borrower shall promptly and with
all due diligence  restore and repair the Mortgaged  Property whether or not the
proceeds,  award or other  compensation  are  sufficient to pay the cost of such
restoration  or repair,  provided  that  Mortgagee  makes  proceeds of insurance
available for such restoration pursuant to Section 1.9 hereof. The buildings and
Improvements shall be so restored or rebuilt so as to be of at least equal value
as prior to such damage or destruction,  Borrower shall not permit,  commit,  or
suffer  any  waste  or  impairment  of the  Mortgaged  Property  or any  part or
improvement  thereof,  reasonable  wear and tear excepted,  without  Mortgagee's
prior  consent  which  shall not be  unreasonably  withheld  and shall  keep and
maintain  the  Mortgaged  Property  and every part  thereof  in good  repair and
condition and effect such repairs as Mortgagee may reasonably require, and, from
time to time, make all needful and proper  replacements and additions thereto so
that said buildings,  fixtures, machinery, and appurtenances will, at all times,
be in good condition,  fit and proper for the respective purposes for which they
were originally erected or installed. Borrower shall not, after the date hereof,
subject the Mortgaged  Property to any use covenants or  restrictions  and shall
not  initiate,  join  in or  consent  to  any  change  in any  existing  private
restrictive covenant,  zoning ordinance,  or other public or


                                       9
<PAGE>

private  restriction  limiting or defining  the uses which may be made of or the
kind of improvements  which can be constructed or placed on the Land or any part
thereof (including,  but not limited to, the Project Related  Documents),  which
would  materially  adversely  effect its current use and shall  promptly  notify
Mortgagee of, and appear in and defend, at Borrower's sole cost and expense, any
such  proceedings  seeking to effect any of the  foregoing.  Borrower  shall not
subdivide  the  portion of the Land  owned by it,  except as first  approved  by
Mortgagee,  which shall not be unreasonably withheld, shall not subject the Land
and  Improvements  to the  provisions  of the  condominium  laws of the State of
Florida  provided  Mortgagee  acknowledges  that it is the intent of the parties
that the  Mortgaged  Property  shall be subject  to  condominium  and  timeshare
regimes and the Property made a part of Mortgagor's  "Vacation  Clubs" timeshare
interests  may be sold to third parties in the ordinary  course of business.  No
improvement  on the  Land or on land  adjoining  the  Land  which  is  owned  or
controlled  by Borrower  shall be  constructed  unless plans and  specifications
therefor  have been first  submitted  to  Mortgagee  and  approved by it, in the
exercise  of  its  reasonable  judgment,   as  entailing  no  prejudice  to  the
indebtedness secured hereby or the security therefor.

      1.12  Transfer  or  Encumbrance  of  the  Mortgaged  Property.  Except  as
otherwise  expressly  permitted  under the Loan  Agreement,  Borrower  shall not
permit or suffer to occur any sale, assignment,  conveyance, transfer, mortgage,
lease  (other  than  Leases  made in  accordance  with  the  provisions  of this
Mortgage)  or  encumbrance  of or any  contract  for any of the  foregoing on an
installment basis pertaining to the Mortgaged  Property,  any part thereof,  any
interest therein, or in any trust holding title to the Mortgaged Property or any
direct  or  indirect  interest  in a  corporation,  limited  liability  company,
partnership or other entity which owns all or part of the Mortgaged  Property or
any such beneficial interest,  whether by operation of law (excluding,  however,
transfers  which  occur by  reason  of death)  or  otherwise  (each  hereinafter
referred to as a "Transfer or Encumbrance") without the prior written consent of
Mortgagee  having been obtained (i) to any such Transfer or Encumbrance and (ii)
to the form and substance of any instrument  evidencing or  contracting  for any
such  Transfer or  Encumbrance.  Borrower  shall not,  without the prior written
consent of Mortgagee, further assign or permit to be assigned the Rents from the
Mortgaged  Property,  except to further secure Borrower's  Liabilities,  and any
such assignment  without the prior express written consent of Mortgagee shall be
null and  void.  Borrower  shall not  permit  any  interest  in any Lease of the
Mortgaged  Property  to be  subordinated  to any  encumbrance  on the  Mortgaged
Property other than the Loan Documents and any such subordination  shall be null
and void.  Borrower  agrees  that in the event the  ownership  of the  Mortgaged
Property,  any interest  therein or any part thereof  becomes vested in a person
other than Borrower,  Mortgagee may, without notice to Borrower, deal in any way
with such  successor or successors in interest with  reference to this Mortgage,
the Note,  the Loan  Documents  and  Borrower's  Liabilities  without in any way
vitiating  or   discharging   Borrower's   liability   hereunder  or  Borrower's
Liabilities.  No sale of the Mortgaged  Property,  no  forbearance to any person
with  respect to this  Mortgage,  and no extension to any person of the time for
payment of the Note or any other Borrower's Liabilities given by Mortgagee shall
operate to release,  discharge,  modify, change or affect the original liability
of  Borrower,  either  in whole or in part,  except to the  extent  specifically
agreed in writing by Mortgagee.

      1.13  Further  Assurances.  At any  time  and  from  time  to  time,  upon
Mortgagee's  request,  and provided that Borrower's  Liabilities are not thereby
increased and Borrower  incurs no cost in connection  therewith,  Borrower shall
make,  execute and  deliver,  or cause to be made,


                                       10
<PAGE>

executed and delivered,  to Mortgagee,  and where  appropriate shall cause to be
recorded,  registered  or  filed,  and  from  time  to  time  thereafter  to  be
re-recorded,  re-registered  and  refiled at such time and in such  offices  and
places as shall be deemed  reasonably  necessary by Mortgagee,  any and all such
further mortgages,  security agreements,  financing  statements,  instruments of
further  assurance,  certificates  and  other  documents  as may  be  reasonably
necessary  in order to  effectuate  or perfect,  or to continue and preserve the
obligations  under,  the Note,  this  Mortgage,  any other Loan Document and any
instrument evidencing or securing Borrower's  Liabilities,  and the lien of this
Mortgage  as a lien upon all of the  Mortgaged  Property,  whether  now owned or
hereafter acquired by Borrower. Upon any failure by Borrower to do so, Mortgagee
may if Borrower  has failed to execute the same  within ten (10)  business  days
after request, make, execute, record, register, file, re-record,  re-register or
re-file any and all such mortgages, instruments,  certificates and documents for
and in the name of Borrower,  and Borrower hereby irrevocably appoints Mortgagee
the agent and attorney-in-fact of Borrower to do so.

      1.14 Security  Agreement and Fixture  Filing.  Borrower (as debtor) hereby
grants to Mortgagee (as creditor and secured  party) a security  interest  under
the  Florida  Uniform  Commercial  Code  ("UCC")  in  all  fixtures,  machinery,
appliances,   equipment,   furniture  and  personal  property  of  every  nature
whatsoever  constituting part of the Mortgaged Property.  Borrower shall execute
any and all documents,  or shall permit the filing of such documents,  including
without limitation  financing  statements  pursuant to the UCC, as Mortgagee may
request to  evidence,  establish,  protect,  preserve,  maintain and perfect the
priority  of the first lien and  security  interest  created  hereby on property
which may be deemed personal property or fixtures, and shall pay to Mortgagee on
demand any  reasonable  expenses  incurred by Mortgagee in  connection  with the
preparation,  execution  and  filing  of any  such  documents.  Borrower  hereby
authorizes and empowers  Mortgagee and irrevocably  appoints Mortgagee the agent
and  attorney-in-fact of Borrower to execute and file, on Borrower's behalf, all
financing statements and refilings and continuations  thereof as Mortgagee deems
necessary or advisable to create,  preserve and protect such lien. To the extent
permitted by applicable  law,  Borrower  covenants and agrees that the filing of
this  Mortgage in the real estate  records of the county in which the  Mortgaged
Property  is  locates  shall also  operate  from the time of filing as a fixture
filing with respect to all goods  constituting  part of the  Mortgaged  Property
which are or are to become fixtures related to the real estate described herein.
For such purpose, the following information is set forth:

            (a)   Name and Address of debtor:

                  Bluegreen Vacations Unlimited, Inc.
                  c/o Bluegreen Corporation
                  4960 Conference Way North, Suite 100
                  Boca Raton, Florida 33431
                  Attention: John F. Chiste


                                       11
<PAGE>

            (b)   Name and Address of secured party:

                  Resort Finance LLC
                  160 Benmont Avenue, Suite 15
                  Bennington, Vermont 05201
                  Attention: Tom Perrott

            (c)   This document covers goods which are or are to become
                  fixtures.

Borrower makes the following  representations and warranties,  and agrees to the
following  covenants,  each of which  representations,  warranties and covenants
shall be continuing and in force so long as this Mortgage is in effect:  (i) the
name of the  Borrower set forth on the first page hereof is the true and correct
legal name of the  Borrower,  and the Borrower has not done  business as or used
any other  name,  (ii)  Borrower's  Federal  Employer  Identification  Number is
65-0433722,  (iii) Borrower will not change its name, identity or organizational
structure or merge into or consolidate  with any other entity,  unless otherwise
permitted hereunder only then unless the Borrower shall have given the Mortgagee
at least thirty (30) days' prior written notice thereof and shall have delivered
to Mortgagee such  documentation as may be necessary or required by Mortgagee to
ensure the continued  perfection and priority of the security  interests granted
by this Mortgage.  When and if Borrower and Mortgagee shall respectively  become
the debtor and  secured  party in any UCC  financing  statements  affecting  the
Mortgaged Property (or Mortgagee takes possession of personal property delivered
by  Borrower  where  possession  is the  means  of  perfection  of the  security
interest),  then, at Mortgagee's sole election,  this Mortgage shall be deemed a
security agreement as defined in such UCC, and the remedies for any violation of
the covenants,  terms and conditions of the agreements herein contained shall be
as  prescribed  herein or by general  law,  or, as to such part of the  security
which is also reflected in such financing  statement,  by the specific statutory
consequences  now or hereafter  enacted and specified in the UCC. If an Event of
Default occurs, Mortgagee shall be entitled immediately to exercise all remedies
available to it under the UCC and this Section  1.14.  Borrower  shall,  in such
event and if Mortgagee so requests,  assemble the tangible  personal property at
Borrower's  expense,  at a convenient place  designated by Mortgagee.  During an
Event of Default  Borrower  shall pay all expenses  incurred by Mortgagee in the
collection of such indebtedness,  including reasonable attorneys' fees and legal
expenses, and in the repair of any real estate or other property to which any of
the tangible personal  property may be affixed.  If any notification of intended
disposition  of  any  of  the  personal   property  is  required  by  law,  such
notification shall be deemed reasonable and proper if given at least thirty (30)
days before such  disposition.  Any  proceeds of the  disposition  of any of the
personal  property may be applied by Mortgagee to the payment of the  reasonable
expenses of  retaking,  holding,  preparing  for sale and  selling the  personal
property,  including  reasonable  attorneys'  fees and legal  expenses,  and any
balance of such proceeds may be applied by Mortgagee  toward the payment of such
of Borrower's  Liabilities,  and in such order of application,  as Mortgagee may
from time to time elect.

      1.15  Collections  and  Payments  of Rents.  Notwithstanding  the  present
assignment of Rents,  income and other  benefits  specified in clause (J) of the
granting  paragraph of this Mortgage,  so long as, and on the condition that, no
Event of Default then  exists,  Borrower  shall have the right and  authority to
continue  to  collect,  and,  except as  hereinafter  specified,  dispose  of as
Borrower determines,  the Rents, income and benefits from the Mortgaged Property
as they


                                       12
<PAGE>

become due and payable.  The  existence or exercise of such right of Borrower to
collect such Rents,  income and other  benefits shall not operate to subordinate
the assignment thereof under this Mortgage to any subsequent  assignment of such
Rents, income or other benefits, in whole or in part, by Borrower,  and any such
subsequent  assignment  by Borrower  shall be subject to the rights of Mortgagee
hereunder.  Except  as  otherwise  expressly  provided  in  Leases  approved  by
Mortgagee,  and  except  for (i)  security  deposits  and (ii)  prepaid  expense
estimates,  Borrower  shall not permit any Rent under any Lease of the Mortgaged
Property to be  collected  more than thirty (30) days in advance of the due date
thereof and, as to Mortgagee,  anyone  claiming by, through or under  Mortgagee,
any receiver,  or any purchaser at a foreclosure  sale coming into possession of
the Mortgaged  Property,  no tenant shall be given credit for any rent paid more
than  thirty  (30) days in advance  of the due date  thereof.  Any  cancellation
penalties or other  consideration  paid to the Borrower in excess of Twenty-Five
Thousand Dollars ($25,000.00) per Lease on account of any tenant vacating all or
any  portion of the  Premises  before the  expiration  date of any Lease,  or on
account of any claim,  demand,  action, suit or proceeding,  including,  without
limitation,  any  claim,  contested  matter or  adversary  proceeding  under the
Bankruptcy Code, relating to the breach or rejection of any of the Leases by any
tenant  thereunder,  or trustee of any such tenant  under the  Bankruptcy  Code,
including,  without  limitation,  all  damages  arising  out of such  breach  or
rejection, all rights to charges payable by such tenant or trustee in respect of
the  premises  demised  under such  Leases  following  the entry of an order for
relief under the  Bankruptcy  Code in respect of such tenant and all rentals and
other charges  outstanding under the Lease as of the date of entry of such order
for relief,  shall be deposited into an interest  bearing account with an escrow
agent  acceptable to Mortgagee.  Escrowed  funds plus accrued  interest shall be
released to the Borrower.

      1.16  Leases.  Borrower  shall act  promptly  to attempt  to  enforce  all
available  remedies against any delinquent  tenant in a commercially  reasonable
manner commensurate with the magnitude of the default involved, so as to protect
the interest of the  landlord  under the Leases and to preserve the value of the
Mortgaged  Property.  Borrower  shall  comply with and perform in a complete and
timely  manner all of its  material  obligations  as landlord  under all Leases.
Borrower  shall send  Mortgagee a copy of any and each written claim received by
Borrower from any tenant of an alleged  default by the landlord  under any Lease
affecting the Mortgaged Property,  promptly upon receipt of such notice, but, in
any event,  in such time to afford  Mortgagee  an  opportunity  to cure any such
default prior to the tenant  having any right to terminate  the Lease.  Borrower
shall furnish  promptly to Mortgagee  upon request (i) copies of all such Leases
now existing or hereafter created,  as amended,  and (ii) a current rent roll in
form reasonably  satisfactory to Mortgagee certified by Borrower. The assignment
contained in clause (K) of the granting  paragraph of this Mortgage shall not be
deemed to impose upon Mortgagee any of the obligations or duties of the landlord
or Borrower  provided in any Lease prior to Mortgagee  owning or controlling the
Mortgaged  Property,  including,  without  limitation,  any liability  under the
covenant of quiet enjoyment  contained in any Lease in the event that any tenant
shall have been  joined as a party  defendant  in any action to  foreclose  this
Mortgage.  Borrower  hereby  acknowledges  and agrees that  Borrower is and will
remain  liable  under such  Leases to the same  extent as though the  assignment
contained in clause (K) of said granting paragraph had not been made.  Mortgagee
disclaims  any  assumption  of the  obligations  imposed  upon the  landlord  or
Borrower under the Leases,  except as to such obligations which arise after such
time as Mortgagee shall have exercised the rights and privileges  conferred upon
it by the  assignment  contained  in clause (K) of said  granting  paragraph  or
otherwise possesses or controls


                                       13
<PAGE>

the Mortgaged Property.  Except as otherwise expressly authorized under the Loan
Agreement,  Borrower  shall not permit  any  Leases to be made of the  Mortgaged
Property  without the prior written consent of Mortgagee which consent shall not
be  unreasonably  withheld,   conditioned  or  delayed.  Following  approval  by
Mortgagee of any Lease requiring Mortgagee's prior approval,  Borrower shall not
modify the approved  Lease in any material  respect  without  Mortgagee's  prior
written  consent.  Borrower  shall not permit any Lease  affecting the Mortgaged
Property  requiring  Mortgagee's  prior  approval  to be  modified,  renewed  or
extended  (except  pursuant  to  options  in  Leases   previously   approved  by
Mortgagee).  In the  event  of the  enforcement  by  Mortgagee  of the  remedies
provided for by law or by this  Mortgage,  the tenant under each Lease of all or
any  part of the  Mortgaged  Property  made  after  the date of  recording  this
Mortgage shall, at the option of the Mortgagee,  attorn to any person succeeding
to the interest of Borrower, as a result of such enforcement and shall recognize
such  successor in interest as landlord  under such Lease without  change in the
terms or other provisions  thereof,  provided,  however,  that said successor in
interest  shall not be bound by any payment of rent or additional  rent for more
than one month in advance or any material amendment or modification to any Lease
made  without the prior  consent of  Mortgagee  or said  successor  in interest,
except to the extent permitted herein. Each tenant, upon request by Mortgagee or
any such  successor  in interest,  shall  execute and deliver an  instrument  or
instruments  confirming such  attornment,  provided that Mortgagee agrees not to
name such tenant in a foreclosure action or not to otherwise disturb such tenant
if not in default  of its Lease,  and  Borrower  shall  cause each such Lease to
contain a  covenant  on the  tenant's  part  evidencing  its  agreement  to such
attornment,  which  obligation  shall be  conditioned  on Mortgagee  agreeing to
similarly attorn to said tenant and not disturb said tenant's possession so long
as there is no  default by the tenant  under  said Lease  beyond any  applicable
notice,  grace or cure period.  At the option of Mortgagee,  this Mortgage shall
become  subject and  subordinate,  in whole or in part (but not with  respect to
priority of entitlement to insurance  proceeds or any award in  condemnation) to
any  and all  Leases  of all or any  part of the  Mortgaged  Property  upon  the
execution by Mortgagee  and recording  thereof,  at any time  hereafter,  in the
Office  of the  Recorder  of Deeds  in and for the  county  wherein  the Land is
situated, of a unilateral declaration to that effect.

      1.17 Management of Mortgaged Property.  Borrower shall cause the Mortgaged
Property to be managed at all times in accordance  with sound business  practice
by Borrower, or any competent and reputable managing agent reasonably acceptable
to Mortgagee pursuant to a management agreement reasonably approved by Mortgagee
in writing in advance of execution thereof by Borrower,  or anyone acting on its
behalf.  Following  such  approval,  Borrower  shall not permit  the  management
agreement to be  terminated  (except for good cause after notice to  Mortgagee),
modified or amended in any material respect, or extended,  or permit a change in
the identity of the management agent,  without Mortgagee's prior written consent
which will not be unreasonably withheld or delayed,  provided,  however, that it
shall not be deemed  unreasonable if Mortgagee requires as a condition to giving
such consent that the proposed property manager fully subordinate to the lien of
this Mortgage, or at Mortgagee's election,  waive, any lien for past, present or
prospective  services to which said property manager might otherwise be entitled
by reason of any provision of the Florida  Mechanics'  Lien Law. Each management
agreement  shall be subject in all respects to the lien of this Mortgage and the
rights of Mortgagee hereunder, and each management agreement shall so provide.


                                       14
<PAGE>

      1.18 Books and  Records;  Financial  Statements.  Borrower  shall keep and
maintain at all times  complete,  true and accurate books of account and records
reflecting  the results of the operation of the Mortgaged  Property as specified
in the Loan Agreement.

      1.19 Estoppel Certificate.  Borrower,  within ten (10) business days after
written request from Mortgagee,  but not more than twice a year, shall furnish a
written  statement  executed by Borrower setting forth to the best of Borrower's
knowledge  the unpaid  principal  of, and interest  on, the Note,  and any other
unpaid sums  secured  hereby,  and  whether or not any  offsets or defenses  are
claimed to exist  against the payment of such  principal  and  interest or other
sums and, if any such offsets or defenses are  claimed,  the specific  basis and
amount  of each such  claim.  Borrower  shall  have the  right to  request  from
Mortgagee  a  written   statement   executed  by  Mortgagee  setting  forth  the
information  specified  in  the  foregoing  sentence;  provided,  however,  that
Mortgagee  shall not be obligated to furnish  Borrower any such  statement  more
than twice a year.  If  Borrower  objects to the  principal,  interest or escrow
amount  or the  application  of any  payment  shown  on any  written  statement,
receipt,  invoice or other written notice received by Borrower or any officer of
Borrower,  Borrower  shall raise such  objection by written  notice to Mortgagee
within sixty (60) days following receipt of such statement,  receipt, invoice or
other written notice or else such  objection  shall be deemed waived by Borrower
and such other  parties.  If  Mortgagee  fails to  respond  to any such  written
objection  received from Borrower  within sixty (60) days  following  receipt of
such written  objection,  then Mortgagee  shall be deemed to have agreed to such
objection and shall modify its records to correctly  reflect the amounts  stated
in Borrower's written objection.

      1.20 Expenses.  Borrower shall pay when due and payable,  and otherwise on
demand  made by  Mortgagee  to the extent  required  hereunder,  all  reasonable
out-of-pocket  appraisal fees, recording and filing fees, taxes,  brokerage fees
and commissions,  abstract and survey fees,  title insurance fees,  escrow fees,
fees and expenses of attorneys  retained by Mortgagee  (excluding  attorneys who
are employees of Mortgagee),  court costs, documentary and expert evidence, fees
of inspecting architects and engineers,  costs of environmental  investigations,
and all other costs and expenses of every  character which have been incurred or
which may  hereafter  be incurred by  Mortgagee  in  connection  with any of the
following: (i) the preparation,  execution, delivery and performance of the Loan
Documents;  (ii) the funding of the loan evidenced by the Note;  (iii) any court
or administrative  proceeding involving Borrower,  the Mortgaged Property or the
Loan  Documents to which  Mortgagee is made a party or is subject to subpoena by
reason  of its being a holder of any of the Loan  Documents,  including  without
limitation  bankruptcy,  insolvency,  reorganization,  probate,  eminent domain,
condemnation,  tort,  environmental,  civil  rights,  building  code and  zoning
proceedings;  (iv)  any  court or  administrative  proceeding  or  other  action
undertaken by Mortgagee to enforce any remedy or to collect any indebtedness due
under this  Mortgage or any of the other Loan  Documents  following  an Event of
Default,  as defined herein,  including without limitation a foreclosure of this
Mortgage or a public or private sale under the UCC; (v) any remedy  exercised by
Mortgagee  following an Event of Default including  foreclosure of this Mortgage
and actions in connection  with taking  possession of the Mortgaged  Property or
collecting  Rents assigned hereby and by any of the other Loan  Documents;  (vi)
any activity in  connection  with any request by Borrower,  or anyone  acting on
behalf of  Borrower,  that the  Mortgagee  consent to a proposed  action  which,
pursuant to this Mortgage or any of the other Loan Documents,  may be undertaken
or  consummated  only with the prior consent of  Mortgagee,  whether or not such
consent is granted;  or (vii) any negotiation  undertaken  between


                                       15
<PAGE>

Mortgagee  and Borrower,  or anyone acting on behalf of Borrower,  pertaining to
the existence or cure of any default under or the  modification  or extension of
any of the Loan  Documents.  If Borrower fails to pay said costs and expenses as
above  provided  within  thirty (30) days after demand  therefor,  Mortgagee may
elect,  but shall not be obligated,  to pay the costs and expenses  described in
this Section  1.20,  and if Mortgagee  does so elect,  the Borrower  will,  upon
demand by Mortgagee,  reimburse  Mortgagee for all such expenses which have been
or shall be paid or incurred by it. The amounts  paid by Mortgagee in respect of
such expenses,  together with interest thereon at the Default Rate  (hereinafter
defined) from the date paid by Mortgagee until paid by Borrower,  shall be added
to Borrower's  Liabilities,  shall be  immediately  due and payable and shall be
secured by the lien of this Mortgage and the other Loan Documents.  In the event
of foreclosure  hereof,  Mortgagee shall be entitled to add to the  indebtedness
found  to be due by the  court a  reasonable  estimate  of such  expenses  to be
incurred after entry of the decree of  foreclosure.  To the extent  permitted by
law, Borrower agrees to hold harmless  Mortgagee against and from, and reimburse
it for, all claims, demands,  liabilities,  losses, damages,  judgments,  fines,
penalties,   costs  and  expenses,   including  without  limitation   reasonable
attorneys' fees,  which may be imposed upon,  asserted  against,  or incurred or
paid by it by reason of or in  connection  with any personal  injury or death or
property damage occurring in or upon or the Mortgaged Property through any cause
whatsoever  prior to the issuance of a deed following a foreclosure  sale or the
delivery of a deed in lieu of foreclosure,  other than Mortgagee's, its agents',
employees' or contractors' negligence or willful misconduct, or asserted against
it on account of any act performed or omitted to be performed  hereunder,  or on
account  of any  transaction  arising  out of or in any way  connected  with the
Mortgaged  Property,  this  Mortgage,  the  other  Loan  Documents,  any  of the
indebtedness evidenced by the Note or any of Borrower's Liabilities.

      1.21 Mortgagee's Performance of Borrower's Obligations.  If Borrower fails
to pay any tax,  assessment,  encumbrance  or other  imposition,  or to  furnish
insurance hereunder, or to perform any other covenant, condition or term in this
Mortgage,  the Note or any other  Loan  Document,  after the  expiration  of any
applicable cure period,  Mortgagee may, after giving written notice to Borrower,
but shall not be  obligated  to, pay,  obtain or perform the same.  All payments
made, whether such payments are regular or accelerated payments,  and reasonable
costs and expenses incurred or paid by Mortgagee in connection therewith,  shall
be due and payable  immediately upon demand.  The amounts so incurred or paid by
Mortgagee,  together  with  interest  thereon at the Default  Rate from the date
demand for payment is made by Mortgagee until  reimbursed by Borrower,  shall be
added to Borrower's Liabilities and secured by the lien of this Mortgage and the
other Loan  Documents.  Mortgagee is hereby  empowered to enter and to authorize
others to enter upon the Mortgaged  Property or any part thereof for the purpose
of performing  or observing  any  covenant,  condition or term that Borrower has
failed to perform or observe,  after the expiration of any  applicable  grace or
cure  period,  without  thereby  becoming  liable to  Borrower  or any person in
possession  holding under  Borrower.  Performance or payment by Mortgagee of any
obligation of Borrower shall not relieve  Borrower of such  obligation or of the
consequences  of having  failed to  perform or pay the same and shall not effect
the cure of any Event of Default.

      1.22 Payment of Superior Liens.  To the extent that  Mortgagee,  after the
date hereof,  pays in accordance  with Section 1.21 hereof any sum due under any
provision of law or instrument  or document  creating any lien superior or equal
in priority in whole or in part to the


                                       16
<PAGE>

lien of this  Mortgage,  Mortgagee  shall have and be  entitled to a lien on the
Mortgaged Property equal in parity with that discharged,  and Mortgagee shall be
subrogated to all liens  possessed,  held or enjoyed by the holder of such lien,
which shall remain in existence and benefit Mortgagee to secure the Note and all
obligations  and  liabilities  secured  hereby.  Mortgagee  shall be subrogated,
notwithstanding  their release of record,  to mortgages,  trust deeds,  superior
titles,  vendors'  liens,  mechanics'  and  materialmen's  liens,  charges,  and
encumbrances on the Mortgaged  Property to the extent that any obligation  under
any thereof is paid or  discharged  with proceeds of  disbursements  or advances
under the Note or other indebtedness secured hereby.

      1.23  Prevention of  Prescription  Rights.  Borrower  shall not permit the
Mortgaged  Property,  or any portion thereof, to be used by the public, as such,
without  restriction  or in such  manner  as  might  reasonably  tend to  impair
Borrower's title to the Mortgaged  Property or any portion  thereof,  or in such
manner as might  reasonably  make  possible  a claim or claims  of  easement  by
prescription  or  adverse  possession  by the  public,  as such,  or of  implied
dedication of the Mortgaged Property or any portion thereof.

      1.24  Litigation  Involving  Mortgaged  Property.  Borrower shall promptly
notify  Mortgagee of any litigation  other than any suit for money damages in an
amount not exceeding Two Million Five Hundred Thousand  Dollars  ($2,500,000.00)
which,  together  with the cost of defending  the same, is covered by insurance,
and  administrative  proceeding  initiated  against  Borrower  or the  Mortgaged
Property or in which the Mortgaged  Property is directly or indirectly  affected
including  any  proceedings  which  seek to (i)  enforce  any lien  against  the
Mortgaged  Property,  (ii) correct,  change or prohibit any existing  condition,
feature  or use  of the  Mortgaged  Property,  (iii)  condemn  or  demolish  the
Mortgaged  Property,  (iv) take, by the power of eminent domain,  any portion of
the  Mortgaged  Property  or any  property  which  would  damage  the  Mortgaged
Property,  (v) modify the zoning applicable to the Mortgaged  Property,  or (vi)
otherwise  adversely affect the Mortgaged  Property.  Borrower shall initiate or
appear in any legal action or other  appropriate  proceedings  when necessary to
protect the Mortgaged Property from damage. Borrower shall, upon written request
of Mortgagee, represent and defend the interests of Mortgagee in any proceedings
described  in this  Section  1.24 or, if  Mortgagor  is not  defending  with due
diligence after notice from Mortgagee and the expiration of thirty (30) days, at
Mortgagee's  election,  pay the  reasonable  fees and  expenses  of any  counsel
retained  by  Mortgagee  to  represent  the  interest of  Mortgagee  in any such
proceedings.

      1.25  Environmental  Matters.  The rights and  obligations of Borrower and
Mortgagee respecting  environmental matters affecting the Mortgaged Property are
specified  in a separate  Environmental  Indemnity  Agreement  from  Borrower to
Mortgagee dated even date herewith which is one of the Loan Documents.

      1.26 Inspections;  Access to Mortgaged Property.  Mortgagee shall have the
right,  but no obligation,  at any reasonable time upon reasonable  prior notice
during  normal  business  hours to enter  upon the  Mortgaged  Property  for the
purpose of (i) inspecting the same; (ii) conducting an  environmental  audit and
taking  samples and/or tests in connection  therewith  (but not more  frequently
than once a year,  as to  audits,  unless  (and in the case of  sampling  and/or
testing,  only if,) there is a reasonable basis to believe that an environmental
problem  has arisen in  regards  to the  Mortgaged  Property);  (iii)  reviewing
Borrower's  books  and  records;  (iv)  interviewing  Borrower's  employees  and
officers;   and  (v)  conducting  similar   activities   reasonably


                                       17
<PAGE>

related to Mortgagee's assessment of Borrower's compliance with the requirements
of this Mortgage. Borrower shall cooperate in the conduct of any such inspection
or  environmental  audit and Borrower  reserves the right to escort Mortgagee on
the  Property.  Such access and  inspections  shall be conducted  with as little
interference to tenants, licenses or occupants as reasonably practicable. Damage
to the Mortgaged  Property  caused by Mortgagee in conducting any  environmental
audit shall be  repaired  by  Mortgagee,  except for any damage  resulting  from
drilling,  coring,  or  other  invasive  activities  reasonably  required  under
circumstances  in which  Mortgagee had a reasonable  basis for suspecting that a
violation of any  Environmental  Law  existed.  Mortgagee  shall use  reasonable
efforts to keep the information contained in such reports confidential,  subject
to  Mortgagee's  disclosure  rights  specified  in  Section  1.18  of  the  Loan
Agreement.

      1.27 Right to Contest  Taxes and  Mechanics'  Liens.  The  obligations  of
Borrower  under  Sections 1.3, 1.4, and 1.5 hereof,  and the rights of Mortgagee
under  Section  1.21  hereof,  are subject to the right  Borrower  shall have to
contest in good faith the  validity or amount of any tax or  assessment  or lien
arising  from any work  performed at or  materials  furnished  to the  Mortgaged
Property which right,  however,  is conditional upon (i) such contest having the
effect  of  staying  the lien so  contested  and the sale or  forfeiture  of the
premises  or any part  thereof or  interest  therein to satisfy  the same,  (ii)
Borrower giving Mortgagee written notice of its intention to contest the same in
a timely manner,  which, with respect to any contested tax or assessment,  shall
mean before any such tax, assessment or lien has been increased by any penalties
or costs,  and with respect to any contested  mechanic's lien claim,  shall mean
within  thirty (30) days after  Borrower  receives  actual  notice of the filing
thereof,  (iii) to the extent not bonded over or action  commerced  to set aside
any  foreclosure  of tax lien Borrower  making and thereafter  maintaining  with
Mortgagee or such other depositary as Mortgagee may designate, a deposit of cash
(or United States government securities, in discount form, or other security, as
may, in Mortgagee's sole discretion,  be acceptable to Mortgagee,  and in either
case having a present value equal to the amount  herein  specified) in an amount
not less than One Hundred  Twenty-Five  Percent  (125%) of the amount which,  in
Mortgagee's  reasonable  opinion,   determined  from  time  to  time,  shall  be
sufficient to pay in full such contested tax,  assessment or lien and penalties,
costs  and  interest  that  may  become  due  thereon  in the  event  of a final
determination  thereof  adverse to  Borrower or in the event  Borrower  fails to
prosecute  such  contest  as  herein  required  (or in  lieu  thereof,  Borrower
obtaining an endorsement,  in form and substance  satisfactory to Mortgagee,  in
its sole discretion,  to the loan policy of title insurance insuring the lien to
this Mortgage issued to Mortgagee  insuring over such tax,  assessment or lien),
and (iv)  Borrower  diligently  prosecuting  such contest by  appropriate  legal
proceedings.  Borrower  shall pay or bond over the  disputed or  contested  tax,
assessment  or lien  and all  interest  and  penalties  due in  respect  thereof
promptly after any  adjudication of the validity or amount thereof becomes final
and  non-appealable and in any event not less than thirty (30) days prior to any
forfeiture or sale of the Mortgaged  Property by reason of such non-payment.  In
the  event  Borrower  shall  fail to  prosecute  such  contest  with  reasonable
diligence  or shall fail to  maintain  sufficient  funds,  or other  security as
aforesaid,  on deposit  as  hereinabove  provided,  or shall fail to pay any sum
adjudicated  to be due within ten (10)  business  days after such  adjudication,
Mortgagee may, at its option, liquidate the securities deposited with Mortgagee,
and apply the proceeds  thereof and other  monies  deposited  with  Mortgagee in
payment of, or on account of, such taxes,  assessments,  or liens or any portion
thereof  then  unpaid,  including  the  payment of all  penalties  and  interest
thereon.


                                       18
<PAGE>

                                       II
                              DEFAULTS AND REMEDIES

      2.1 Events of Default. The term "Event of Default",  wherever used in this
Mortgage,  shall mean any one or more of the following  events:  (i) an Event of
Default  under (and as defined in) the Loan  Agreement,  the Note, or any of the
other Loan Documents shall have occurred, or (ii) the failure by Borrower to pay
or deposit when due any deposit for taxes and/or insurance due hereunder, or any
other sums to be paid by Borrower hereunder, which shall not have been cured, by
the payment of all amounts then owing, within ten (10) days after notice of such
default is given to Borrower;  (ii) the failure of Borrower to keep,  perform or
observe any other  covenant,  condition  or agreement on the part of Borrower in
this Mortgage,  and with respect to failures capable of being cured (in contrast
to,  by way of  example  and not  limitation,  a  failure  to  comply  with  the
provisions  of Section 1.12 hereof,  respecting a Transfer or  Encumbrance  made
without Mortgagee's prior consent,  for which no notice shall be required and no
right to cure shall  exist),  such failure  shall  continue for thirty (30) days
following  the delivery of a written  notice to Borrower,  or within such longer
period,  not  exceeding  an  additional  one hundred  fifty  (150) days,  as may
reasonably  be required for any such default  which cannot  reasonably  be cured
within such thirty (30) days,  subject to the same provisos specified in Section
8.1(a) of the Loan Agreement applicable to any extended cure period.

      2.2 Acceleration of Maturity.  If an Event of Default shall have occurred,
Mortgagee  may  declare  the  outstanding  principal  amount of the Note and the
interest  accrued  thereon  and  any  other  of  Borrower's  Liabilities  to  be
immediately  due and  payable,  and upon such  declaration  such  principal  and
interest  and other  Borrower's  Liabilities  shall be due and  payable  without
further demand or notice.

      2.3 Foreclosure and Other Remedies. In addition to any other remedy herein
specified,  if an Event of Default occurs,  Mortgagee may proceed to protect and
enforce the rights of the  Mortgagee  hereunder (i) by the  foreclosure  of this
Mortgage  pursuant  to  Florida  Mortgage  Foreclosure  law  (the  "Act")  or as
otherwise  permitted by law, with respect to either (and at Mortgagee's  option)
the entire amount of Borrower's  Liabilities,  or any delinquent  installment or
installments of the indebtedness  secured hereby (in an amount not to exceed the
principal sum of Fourteen  Million Six Hundred  Sixty-Two  Thousand Five Hundred
Forty-Two and No/100 Dollars  ($14,662,542.00)  to the extent advanced under the
Note plus (i) any  protection  advances  which may hereafter be made pursuant to
this Mortgage and (ii) any expenses  incurred by Lender in protecting its rights
under or in the  enforcement  of this  Mortgage  including,  but not limited to,
attorneys' fees, court and legal costs) without accelerating the due date of the
entire indebtedness, in which case any sale of the Mortgaged Property under such
a foreclosure  proceeding shall be subject to and shall not affect the unmatured
part of the indebtedness  secured hereby and this Mortgage shall be and continue
as a lien on the Mortgaged  Property  securing such unmatured  indebtedness,  or
(ii) by any action at law or suit in equity, whether of the specific performance
of any agreement contained herein, or for an injunction against the violation of
any of the terms hereof,  or in aid of the exercise of any power granted  hereby
or by law.

      2.4  Appointment  of Receiver.  If an Event of Default  occurs,  Mortgagee
shall, as a matter of right,  with notice and without giving bond to Borrower or
anyone  claiming by, under or


                                       19
<PAGE>

through it, and without  regard to the solvency or insolvency of Borrower or the
then value of the Mortgaged  Property,  be entitled to have a receiver appointed
of all or any part of the Mortgaged  Property and the Rents,  issues and profits
thereof,  with such power as the court making such appointment shall confer, and
Borrower  hereby  consents to the  appointment  of such  receiver  and shall not
oppose any such  appointment.  Any such  receiver  may, to the extent  permitted
under  applicable  law,  with  notice and  process  of law,  enter upon and take
possession of the Mortgaged Property or any part thereof and may remove Borrower
or other persons as provided by law and any and all property therefrom,  and may
hold,  operate  and manage the same and  receive all  earnings,  income,  Rents,
issues and proceeds  accruing with respect thereto or any part thereof,  whether
during the pendency of any  foreclosure  or until any right of redemption  shall
expire or otherwise.

      2.5  Mortgagee's  Right to Enter and Take  Possession,  Operate  and Apply
Income. During an Event of Default, upon demand by Mortgagee,  whether before or
after institution of legal proceedings to foreclose the lien of this Mortgage or
before or after the sale  thereunder,  Borrower shall surrender to Mortgagee and
Mortgagee  may with process of law enter and take  possession  of the  Mortgaged
Property or any part thereof personally,  by its agent or attorneys or be placed
in  possession  pursuant to court order as mortgagee in  possession or receiver,
and  Mortgagee,  in its  discretion,  personally,  by its agents or attorneys or
pursuant to court order as mortgagee in possession  or receiver,  may enter upon
and take and maintain  possession of all or any part of the Mortgaged  Property,
together with all Leases,  documents,  books,  records,  papers, and accounts of
Borrower relating thereto,  and may exclude Borrower and any agents and servants
thereof wholly  therefrom and may, on behalf of Borrower,  or in its own name as
Mortgagee and under the powers herein  granted:  (i) hold,  operate,  manage and
control all or any part of the Mortgaged  Property and conduct the business,  if
any, thereof,  either  personally or by its agents,  with full power to use such
measures,  legal or  equitable,  as in its  discretion  may be deemed  proper or
necessary  to enforce the payment or  security of the Rents,  issues,  deposits,
profits,  and avails of the Mortgaged  Property,  including  without  limitation
actions for  recovery  of rent,  actions in  forcible  detainer,  and actions in
distress for rent, all without notice to Borrower;  (ii) cancel or terminate any
Lease or sublease of all or any part of the Mortgaged  Property for any cause or
on any  ground  that would  entitle  Borrower  to cancel the same;  (iii) to the
extent  permitted by law, elect to disaffirm any Lease or sublease of all or any
part  of the  Mortgaged  Property  made  subsequent  to  this  Mortgage  without
Mortgagee's  prior  written  consent;  (iv)  extend or modify any then  existing
Leases and make new Leases of all or any part of the Mortgaged  Property,  which
extensions, modifications, and new Leases may provide for terms to expire or for
options to tenants to extend or renew terms to expire,  beyond the Maturity Date
and  the  issuance  of a  deed  or  deeds  to a  purchaser  or  purchasers  at a
foreclosure  sale, it being understood and agreed that any such Leases,  and the
options or other such provisions to be contained therein,  shall be binding upon
Borrower,  all persons whose interests in the Mortgaged  Property are subject to
the lien  hereof,  and the  purchaser or  purchasers  at any  foreclosure  sale,
notwithstanding  any redemption from sale,  discharge of the indebtedness hereby
secured,  satisfaction of any foreclosure decree, or issuance of any certificate
of sale or deed to any such purchaser; (v) make all necessary or proper repairs,
decoration renewals,  replacements,  alterations,  additions,  betterments,  and
improvements  in  connection  with  the  Mortgaged  Property  as are  reasonably
necessary,  to  insure  and  reinsure  the  Mortgaged  Property  and  all  risks
incidental to Mortgagee's  possession,  operation and management thereof, and to
receive all Rents, issues,  deposits,  profits,  and avails therefrom;  and (vi)
apply the net income,


                                       20
<PAGE>

after  allowing  a  reasonable  fee  for  the  collection  thereof  and  for the
management  of the  Mortgaged  Property,  to the payment of taxes,  premiums and
other  charges  applicable  to the  Mortgaged  Property,  or in reduction of the
indebtedness  hereby secured in such order and manner as Mortgagee shall select.
Nothing  herein  contained  shall  be  construed  as  constituting  Mortgagee  a
mortgagee in possession in the absence of the actual taking of possession of the
Mortgaged  Property.  The right to enter and take  possession  of the  Mortgaged
Property and use any personal property therein, to manage, operate, conserve and
improve the  Mortgaged  Property,  and to collect the Rents,  issues and profits
thereof,  shall be in  addition to all other  rights or  remedies  of  Mortgagee
hereunder  or afforded by law, and may be  exercised  concurrently  therewith or
independently thereof.  Mortgagee shall not be liable to account to Borrower for
any action taken  pursuant  hereto other than to account for any Rents  actually
received by  Mortgagee.  During an Event of Default,  in the event the Mortgaged
Property  becomes  vacant  or  are  abandoned,  Mortgagee  may,  without  taking
possession of the  Mortgaged  Property,  take such steps as it reasonably  deems
appropriate  to protect  and secure the  Mortgaged  Property,  including  hiring
watchmen  therefor,  and all costs incurred in so doing shall constitute so much
additional indebtedness hereby secured payable upon demand with interest thereon
at the Default Rate provided in the Note.

      2.6 Waiver of  Appraisement,  Valuation,  Stay;  Extension and  Redemption
Laws.  Borrower  shall  not  apply  for or  avail  itself  of any  appraisement,
valuation,  stay,  extension or exemption  laws,  or any  so-called  "Moratorium
Laws,"  now  existing  or  hereafter  enacted  in order to prevent or hinder the
enforcement or  foreclosure  of this Mortgage,  and hereby waives the benefit of
such laws. To the fullest extent permitted by law,  Borrower hereby  voluntarily
and  knowingly  waives any and all rights of redemption as allowed under Florida
law, and to the fullest extent permitted by law, the benefits of all present and
future valuation,  appraisement,  homestead, exemption and moratorium laws under
any state or federal law,  all on behalf of Borrower,  and each and every person
acquiring any interest in or title to the Mortgaged  Property  described  herein
subsequent to the date of this Mortgage, and on behalf of all other persons.

      2.7 Costs and Expenses of  Foreclosure.  In any suit to foreclose the lien
hereof,  there shall be allowed and included as additional  indebtedness  hereby
secured in the decree of sale all  expenditures  and expenses  authorized by law
and all other expenditures and expenses specified in Section 1.20 hereof.

      2.8 Sale of Mortgaged Property.  Borrower for itself and all who may claim
through or under it waives any and all right to have the  property  and  estates
comprising the Mortgaged  Property  marshalled  upon any foreclosure of the lien
hereof and agrees that any court having  jurisdiction to foreclose such lien may
order the Mortgaged Property sold as an entirety.  In the event of any sale made
under or by virtue of this instrument,  the whole of the Mortgaged  Property may
be sold in one parcel as an entirety or in separate  lots or parcels at the same
or different times, all as the Mortgagee may determine. Mortgagee shall have the
right to  become  the  purchaser  at any sale  made  under or by  virtue of this
instrument  and Mortgagee so purchasing at any such sale shall have the right to
be  credited  upon the amount of the bid made  therefor  by  Mortgagee  with the
amount  payable to  Mortgagee  out of the net  proceeds  of such sale.  Any real
estate or any  interest or estate  therein  sold  pursuant to any court order or
decree  obtained  pursuant to this Mortgage  shall be sold in one parcel,  as an
entirety,  or in such parcels


                                       21
<PAGE>

and in such manner or order as Mortgagee, in its sole discretion,  may elect, to
the maximum extent permitted by the Act.

      2.9 Application of Proceeds.  The proceeds of any foreclosure  sale of the
Mortgaged Property or of any sale of property pursuant to this Mortgage shall be
distributed in the following  order of priority:  First, on account of all costs
and expenses incident to the foreclosure or other proceedings including all such
items as are mentioned in this Mortgage;  Second, to all other items which under
the terms  hereof  constitute  indebtedness  hereby  secured in addition to that
evidenced by the Note with interest  thereon as herein  provided;  Third, to all
interest on the Note;  Fourth,  to all principal on the Note; Fifth, any surplus
to whomsoever shall be lawfully entitled to such surplus.

      2.10 Remedies  Cumulative and Concurrent.  No remedy or right of Mortgagee
hereunder,  or under  any other  Loan  Document  or  otherwise  available  under
applicable  law, shall be exclusive of any other right or remedy,  but each such
remedy  or right  shall be in  addition  to every  other  remedy or right now or
hereafter  existing  at law or in  equity  under  any  such  document  or  under
applicable law. No delay in the exercise of, or omission to exercise, any remedy
or right  accruing on any Event of Default shall impair any such remedy or right
or be construed to be a waiver of any such Event of Default or any  acquiescence
therein,  nor shall it affect any  subsequent  Event of Default of the same or a
different  nature.  Every such remedy or right may be exercised  concurrently or
independently,  and when and as often as may be deemed  expedient by  Mortgagee.
All  obligations  of the  Borrower,  and all rights,  powers and remedies of the
Mortgagee  expressed herein,  shall be in addition to, and not in limitation of,
those provided by law or in the Note or any other Loan Documents.

      2.11 Partial  Payments.  Acceptance  by Mortgagee of any payment  which is
less than  payment in full of all  amounts  due and  payable at the time of such
payment shall not constitute a waiver of Mortgagee's  right to demand payment of
the  balance  due,  or any  other  rights of the  Mortgagee  at that time or any
subsequent time.

      2.12  Tender of Payment  After  Acceleration.  In the event,  after  legal
proceedings  are  instituted to foreclose the lien of this  Mortgage,  tender is
made of the entire  indebtedness  due hereunder,  Mortgagee shall be entitled to
reimbursement for expenses  incurred in connection with such legal  proceedings,
including such  expenditures as are enumerated above, and such expenses shall be
so much additional  indebtedness  secured by this Mortgage,  and no such suit or
proceedings  shall be  dismissed  or  otherwise  disposed  of until  such  fees,
expenses, and charges shall have been paid in full.

      2.13  Delays  and  Omissions.  No  course of  dealing  and no delay in the
exercise of or failure to exercise any remedy or right accruing by reason of any
Event of Default under this Mortgage shall impair any such remedy or right or be
construed to be a waiver of any such Event of Default or  acquiescence  therein,
nor shall it affect any subsequent default of the same or of a different nature.

      2.14 Rescission of Election.  Any Event of Default for which Mortgagee has
not exercised  any  remedies,  may, at the option of Mortgagee be waived on such
conditions as Mortgagee specifies, any acceleration of maturity, by reason of an
Event of Default,  once made


                                       22
<PAGE>

by Mortgagee,  may at the option of Mortgagee be rescinded,  and any proceedings
brought to enforce any rights or remedies hereunder may, at Mortgagee's  option,
be  discontinued  or  dismissed,  whereupon,  in any such  event,  Borrower  and
Mortgagee shall be restored to their former positions,  and the rights, remedies
and power of  Mortgagee  shall  continue  as if such  Event of  Default  had not
occurred,  such  acceleration had not been made or such proceedings had not been
commenced, as the case may be.

      2.15 No Liability on Mortgagee.  Notwithstanding anything contained herein
to the contrary,  the  Mortgagee  shall not be obligated to perform or discharge
any obligation,  duty or liability of Borrower,  whether under any of the Leases
or otherwise, and Borrower shall and does hereby agree to indemnify and hold the
Mortgagee harmless of and from any and all liability,  claim,  expense,  loss or
damage  which  Mortgagee  may or  might  incur  with  respect  to the  Mortgaged
Property, or under or by reason of its exercise of rights hereunder,  and of and
from any and all claims and demands  whatsoever  which may be  asserted  against
Mortgagee  by  reason  of any  obligations  or  undertakings  on its  part to be
performed or discharged  unless due to the  negligence or willful  misconduct of
Mortgagee,  its agents or employees. The Mortgagee shall not have responsibility
for the control,  care, management or repair of the Mortgaged Property nor shall
the Mortgagee be  responsible  or liable for any  negligence in the  management,
operation, upkeep, repair or control of the Mortgaged Property resulting in loss
or injury or death to any Tenant,  licensee,  employee or  stranger,  unless and
until  Mortgagee  takes  possession  or control of the  Mortgaged  Property.  No
liability shall be enforced or asserted against the Mortgagee in its exercise of
the powers herein granted to it, and Borrower  expressly waives and releases any
such liability except in the event of the gross negligence or willful misconduct
of Mortgagee  following  Mortgagee's  obtaining of title to or possession of the
Mortgaged  Property.  Should the  Mortgagee  incur any such  liability,  loss or
damage,  under any of the  Leases,  or in the  defense of any claims or demands,
Borrower,  to the fullest  extent  permitted  by law,  agrees to  reimburse  the
Mortgagee  within  ten (10) days of demand  for the  amount  thereof,  including
costs,  expenses and  reasonable  attorneys'  fees, and if not so paid then with
interest thereon from date of such payment at the Default Rate.

      2.16 Extent of Remedies.  In the event that any provision in this Mortgage
shall be  inconsistent  with any provision of the Act, the provisions of the Act
shall  take  precedence  over the  provisions  of this  Mortgage,  but shall not
invalidate or render unenforceable any other provision of this Mortgage that can
be  construed  in a manner  consistent  with the Act. If any  provision  of this
Mortgage  shall  grant to  Mortgagee  any  rights or  remedies  upon an Event of
Default  of the  Borrower  which are more  limited  than the  rights  that would
otherwise be vested in Mortgagee  under the Act,  Mortgagee shall be vested with
the  rights  granted in the Act to the full  extent  permitted  by law.  Without
limiting the generality of the foregoing,  all expenses incurred by Mortgagee to
the extent  reimbursable under Florida law, whether incurred before or after any
decree or  judgment  of  foreclosure,  and  whether  or not  enumerated  in this
Mortgage,  shall be added to the indebtedness secured by this Mortgage or by the
judgment of foreclosure.

      2.17 Limited Right of Recovery.  Notwithstanding anything contained herein
to the contrary,  Mortgagee  hereby agrees to limit its rights of recovery under
this Mortgage to Fourteen  Million Six Hundred  Sixty-Two  Thousand Five Hundred
Forty-Two and No/100 Dollars  ($14,662,542.00)  to the extent advanced under the
Note plus (i) any  protection  advances  which may hereafter be made pursuant to
this Mortgage and (ii) any expenses  incurred by Lender in


                                       23
<PAGE>

protecting its rights under or in the  enforcement  of this Mortgage  including,
but not limited to, attorneys' fees, court and legal costs).

                                       III
                            MISCELLANEOUS PROVISIONS

      3.1 Heirs,  Successors and Assigns Included in Parties.  Whenever Borrower
or Mortgagee is named or referred to herein, heirs and successors and assigns of
such  person or entity  shall be  included,  and all  covenants  and  agreements
contained in this Mortgage  shall bind the  successors  and assigns of Borrower,
including any subsequent owner of all or any part of the Mortgaged Property, and
inure to the benefit of the  successors  and assigns of Mortgagee.  This Section
3.1 shall not be  construed  to permit any  Transfer  or  Encumbrance  otherwise
prohibited by this Mortgage.

      3.2 Notices. Each notice, request, demand, approval, consent, election, or
other  communication  permitted  or required to be given  hereunder  (each being
herein  referred to as a "Notice")  shall be in writing,  shall be effective for
all purposes if delivered by means of a service,  including, but not limited to,
commercial  courier or delivery  services and the United States Postal  Service,
which  provides proof of delivery (or attempted  delivery,  as the case may be),
and shall  conclusively  be deemed  given on the date of actual  receipt  by the
party to which it is  directed,  notwithstanding  any further  direction  to the
attention of any individual or department, provided that where provision is made
for the attention of any individual or department, the Notice shall be effective
only if the wrapper in which it is sent is  addressed  in  accordance  with such
provision,  or on the date  such a  delivery  is  attempted  but  cannot be made
because of a changed address of which no Notice was given,  rejection,  or other
refusal  to  accept  said  delivery.  Each  party  hereto  may from time to time
request, as shown below, or by Notice given in the manner aforesaid, that a copy
of any Notice given in accordance  with this section be sent to no more than two
(2) additional  representatives  of the party making such request,  addressed in
the manner  indicated  in such  request,  in which  event the party to whom such
request is made shall send via  regular  mail,  postage  prepaid,  on the day of
depositing for delivery via mail or courier  service any Notice intended for the
party making such request,  a copy thereof to the  representative so designated,
provided,  however,  that the effectiveness and date of giving any Notice to any
party shall, for all purposes hereunder,  be determined solely by the provisions
of the  first  sentence  of this  section.  Notices  shall be  addressed  to the
respective  parties,  as follows or such  different  addresses  as a party shall
hereafter designate in a written notice to the other party:


                                       24
<PAGE>

                If for Mortgagee:     Resort Finance LLC
                                      160 Benmont Avenue, Suite 15
                                      Bennington, Vermont 05201
                                      Attention: Tom Perrott, Vice-President
                                      Telephone No.: (802) 440-9695 x202
                                      Telecopier No.: (802) 440-9615

                With a copy to:       Resort Finance LLC
                                      160 Benmont Avenue, Suite 15
                                      Bennington, Vermont 05201
                                      Attention: Kim Mathews - Counsel
                                      Telephone No.: (802) 440-9695 x222
                                      Telecopier No.: (802) 440-9615

                With a copy to:       Baker & McKenzie LLP
                                      One Prudential Plaza
                                      130 East Randolph Drive
                                      Chicago, Illinois 60601
                                      Attention: Mr. Helmut E. Gerlach

                If for Borrower:      Bluegreen Vacations Unlimited, Inc.
                                      c/o Bluegreen Corporation
                                      4960 Conference Way North, Suite 100
                                      Boca Raton, Florida 33431
                                      Attention: Mr. John F. Chiste
                                      Telephone No.: (561) 912-8010
                                      Telecopier No.: (561) 912-8123

                With a copy to:       Bluegreen Corporation
                                      4960 Conference Way North, Suite 100
                                      Boca Raton, Florida 33431
                                      Attention: James Martin, General Counsel
                                      Telephone No.: (561) 443-8660
                                      Telecopier No.: (561) 912-8299

                With a copy to:       Ruden McClosky
                                      200 East Broward Boulevard
                                      Fort Lauderdale, Florida 33301
                                      Attention: Mr. Barry Somerstein
                                      Telephone No.: (954) 527-2405

Each party hereto may, from time to time,  change the address or name  specified
above for it by giving  Notice to the other party (or  parties,  as the case may
be) in accordance with this section.

      3.3 Headings;  Section References,  and Consents. The headings of articles
and sections of this Mortgage are for convenience only, are not to be considered
a part hereof, and


                                       25
<PAGE>

shall not limit,  expand or  otherwise  affect any of the terms  hereof.  Unless
specified  otherwise herein, all Consents or approvals required herein shall not
be unreasonably withheld or delayed.

      3.4  Invalid  Provisions.   In  the  event  that  any  of  the  covenants,
agreements,  terms or provisions  contained in the Note, this Mortgage or in any
other Loan Document shall be invalid,  illegal or  unenforceable in any respect,
the  validity  of the  remaining  covenants,  agreements,  terms  or  provisions
contained  herein  or in  the  Note  or in  any  other  Loan  Document  (or  the
application  of the  covenant,  agreement,  term held to be invalid,  illegal or
unenforceable,  to persons or circumstances other than those in respect of which
it is invalid, illegal or unenforceable) shall be in no way affected, prejudiced
or disturbed thereby.

      3.5 Amendments. Neither this Mortgage nor any term hereof may be released,
changed, waived,  discharged or terminated orally, or by any action or inaction,
but  only  by an  instrument  in  writing  signed  by the  party  against  which
enforcement of the release,  change, waiver, discharge or termination is sought.
To the extent  permitted by law, any  agreement  hereafter  made by Borrower and
Mortgagee  relating  to this  Mortgage  shall be  superior  to the rights of the
holder  of any  intervening  lien  or  encumbrance.  Any  holder  of a  lien  or
encumbrance  junior to the lien of this Mortgage  shall take its lien subject to
the right of Mortgagee to amend, modify or supplement this Mortgage, the Note or
any  of  the  other  Loan  Documents,  to  extend  the  maturity  of  Borrower's
Liabilities  or any portion  thereof,  to vary the rate of  interest  chargeable
under the Note and to increase the amount of the indebtedness secured hereby, in
each and every case without  obtaining  the consent of the holder of such junior
lien and without the lien of this  Mortgage  losing its priority over the rights
of any such junior lien.

      3.6 Governing Law. The place of negotiation, delivery, and payment of this
Mortgage being the State of New York, this Mortgage and the other Loan Documents
shall be governed by and  construed in  accordance  with the laws of that state,
without  regard to  principles  of conflicts of laws,  except that the creation,
perfection and  enforcement of the liens and security  interests with respect to
the Mortgaged Property granted in the Mortgage shall be construed,  enforced and
governed by and in  accordance  with the laws of the State of  Florida,  without
regard to principles of conflicts of laws.

      3.7  Releases.  Mortgagee,  without  notice,  and  without  regard  to the
consideration,  if any, paid therefor, and notwithstanding the existence at that
time of any inferior  liens,  may release any part of the Mortgaged  Property or
any  person  liable  for any  indebtedness  secured  hereby,  without in any way
affecting  the liability of any party to the Note and this Mortgage or guaranty,
if any,  given as additional  security for the  indebtedness  secured hereby and
without in any way affecting the priority of the lien of this Mortgage,  and may
agree with any party  obligated on said  indebtedness  herein to extend the time
for  payment  of  any  part  or all of the  indebtedness  secured  hereby.  Such
agreement  shall not,  in any way,  release  or impair the lien  created by this
Mortgage,  or reduce or modify the  liability,  if any,  of any person or entity
personally  obligated for the indebtedness  secured hereby, but shall extend the
lien  hereof as against  the title of all  parties  having any  interest in said
security which interest is subject to the indebtedness secured by this Mortgage.
Mortgagee shall issue one or more partial  releases,  to the extent specified in
the Loan Agreement.


                                       26
<PAGE>

      3.8 Future Advances; Protective Advances. This Mortgage is given to secure
not only  existing  indebtedness,  but also all future  advances  (whether  such
advances  are  obligatory  or are to be  made at the  option  of  Mortgagee,  or
otherwise) as are made by Mortgagee within twenty (20) years of the date of this
Mortgage, to the same extent as if such future advances were made on the date of
the  execution  of this  Mortgage,  even  though  there  may be no  indebtedness
outstanding  at the  time  any  such  advance  is  made.  The  total  amount  of
indebtedness  that may be so secured may decrease or increase from time to time,
but all indebtedness  secured hereby shall in no event,  exceed the amount equal
to two (2) times the  original  principal  sum of the Note as  specified  in the
preamble   paragraph  of  this  Mortgage.   All  advances,   disbursements   and
expenditures  made by Mortgagee before and during a foreclosure,  and before and
after  judgment  of  foreclosure,  and at any time  prior to  sale,  and,  where
applicable,  after sale, and during the pendency of any related proceedings, for
the purposes  authorized by this Mortgage or by the Act,  shall have the benefit
of all applicable provisions of the Act.

      3.9 Time is of the Essence.  It is specifically agreed that time is of the
essence of this Mortgage.

      3.10  Covenants to Run with the Land.  All the  covenants of this Mortgage
shall run with the Land.

      3.11 Default Rate. The term "Default Rate," as used herein, means the same
as it does under, and as defined in, the Note.

      3.12   Disbursements   of  Proceeds  of  the  Note  for   Construction  of
Improvements;   Construction  Mortgage.  This  Mortgage  secures  an  obligation
incurred for the  construction  of an improvement on land and is a "construction
mortgage" as that term is used in the UCC. Under the Loan  Agreement,  Mortgagee
has bound itself to make  advances up to the amount of the Note on the terms and
conditions  therein  specified.  All advances made and indebtedness  arising and
accruing under the Loan Agreement,  from time to time,  whether or not the total
amount thereof may exceed the face amount of the Note, shall be secured hereby.

      3.13 Waiver of Jury Trial.  MORTGAGOR AND MORTGAGEE  EACH HEREBY WAIVES TO
THE FULLEST  EXTENT  PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR  PROCEEDING  BASED  UPON,  ARISING  OUT OF,  OR IN ANY WAY  RELATING  TO THIS
DOCUMENT,  ANY OTHER LOAN DOCUMENT,  OR ANY RELATIONSHIP  BETWEEN  MORTGAGEE AND
MORTGAGOR.  THIS PROVISION IS A MATERIAL  INDUCEMENT TO MORTGAGEE TO PROVIDE THE
FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

3.14  JOINDER.  Mortgagee  agrees  to  join  in by  execution  of  documents  as
reasonably  requested  by  Borrower  such as but not limited to  declaration  of
condominium, timeshare documentation, zoning or other governmental petitions all
made  necessary  for  the   contemplated   Improvements   and  subject  to  such
documentation being in form and content reasonably acceptable to Mortgagee.


                                       27
<PAGE>

      IN WITNESS WHEREOF,  Borrower has caused this instrument to be executed by
its duly authorized officers as of the day and year first above written.

                                         BLUEGREEN VACATIONS UNLIMITED, INC.,
                                         a Florida corporation


WITNESSES                                By:____________________________________
____________________________________        Name:_______________________________
                        (Name)              Title:______________________________

____________________________________
                        (Name)

STATE OF ____________  )
                       ) SS.
COUNTY OF __________   )

      This  instrument  was  acknowledged  before  me on  ____________,  2005 by
_______________________________,  as ____________________________,  of Bluegreen
Vacations    Unlimited,     Inc.,    and    by     _____________________     and
________________________,  as  witnesses  to the  signature  of such  officer of
Bluegreen Vacations Unlimited, Inc.

                                    __________________________________
                                    Notary Public


                                       28
<PAGE>

                                    EXHIBIT A
                            Legal Description of Land

Parcel A

Lots 10, 11, 12, 13 14 and 15, Block 12, ROGER'S NORTH ORITA,  as per Map in Map
Book 1, Page 115, in the Public Records of Volusia County, Florida.

Parcel B

A part of Section 35, Township 15 South, Range 33 East, Volusia County, Florida,
described as follows:

From the Southeast  corner of Lot 15, Block 12, ROGER'S NORTH ORITA, as recorded
in Map Book 1, Page 115, of the Public Records of Volusia  County,  Florida,  as
the Point of Beginning,  run North 24(Degree)  53'20"West along the East line of
Lots 10 through 15,  Block 12, said ROGER'S  NORTH  ORITA,  a distance of 300.54
feet to the North line of said Lot 10, Block 12;  thence  North  61(Degree)00'7"
East, along the Easterly  projection of the North line of said Lot 10, Block 12;
a distance  of 66.36 feet to the  Easterly  edge of a concrete  seawall;  thence
South 25(Degree) 37'57" East, along the Easterly edge of the concrete seawall, a
distance of 300.52 feet;  thence  departing  the Easterly  edge of said concrete
seawall,  run South 61(Degree) 11'41" West, along the Westerly projection of the
South line of said Lot 15,  Block 12, a  distance  of 70.24 feet to the Point of
Beginning.

PIN: 5334-02-12-0100

<PAGE>

                                    EXHIBIT B
                             Permitted Encumbrances

      1.    General taxes for the year 2005 and subsequent years.